Osceola County Housing Finance Authority

Agenda February 6, 2026

Agenda

Osceola County
Housing Finance Authority
Meeting Agenda
Friday	Hart Memorial Library: Room 120
February 6, 2026	211 East Dakin Avenue
1:00 PM	Kissimmee, Florida

Call to Order
Public Comment Period
Consideration	of	Delegation	Resolution	2026-03	Approving	Issuance	of Crestwood Bonds & Supporting Exhibits
Exhibit A: Trust Indenture
Exhibit B: Loan Agreement
Exhibit C: Land Use Restriction Agreement
Exhibit D: Assignment of Mortgage
Exhibit E: Mortgage Loan Agreement
Exhibit F: Bond Purchase Agreement
Exhibit G: Preliminary Official Statement
Exhibit H: Arbitrage Rebate Agreement
Exhibit I: Environmental Indemnity
Exhibit J: Guaranty of Recourse Obligations
Exhibit K: Guaranty of Completion
Exhibit L: Guaranty of Operating Deficits
Exhibit M: Compliance Monitoring Agreement
Exhibit N: Credit Underwriting Report
Consideration of Credit Underwriting Report Amendment for San Jose Apartments
Consideration of Resolution 2026-04 Amending and Restating Resolution 2026-02 for San Jose Apartments & Supporting Exhibits
Exhibit A: Trust Indenture
Exhibit B: Loan Agreement

Osceola County HFA	Agenda Page 2

Exhibit C: Land Use Restriction Agreement
Exhibit D: Multi-Family Promissory Note
Exhibit E: Arbitrage Rebate Agreement
Exhibit F: Environmental Indemnity
Exhibit G: Guaranty of Recourse Obligations
Exhibit H: Guaranty of Completion
Exhibit I: Guaranty of Operating Deficits
Exhibit J: Compliance Monitoring Agreement
Exhibit K: Purchase Contract
Exhibit L: Preliminary Official Statement
Exhibit M: Credit Underwriting Report Update Letter
Exhibit N: Mortgage Loan Agreement
Staff Reports
Attorney
Manager
Other Business
Authority Member Requests/Comments
Next Meeting Date – April 21, 2026 at 1:00 PM
Adjournment

Section III

RESOLUTION NO. 2026-03
A RESOLUTION OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$26,000,000 OSCEOLA COUNTY HOUSING FINANCE MULTIFAMILY HOUSING REVENUE BONDS (CRESTWOOD APARTMENTS), 2026 SERIES B (THE “BONDS”) AND PROVIDING FOR CERTAIN DETAILS THEREOF; APPOINTING THE TRUSTEE, REGISTRAR AND PAYING AGENT FOR THE BONDS; DETERMINING THE NEED FOR A NEGOTIATED SALE OF THE BONDS, AND OF A REBATE ANALYST; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE PURCHASE AND SALE OF THE BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING ITS DISTRIBUTION IN CONNECTION WITH THE SALE OF THE BONDS AND AUTHORIZING THE EXECUTION AND DISTRIBUTION OF AN OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE WITH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE AUTHORITY AND EC CRESTWOOD, LLC AS BORROWER; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LAND USE RESTRICTION AGREEMENT; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF A COMPLIANCE MONITORING AGREEMENT, MORTGAGE LOAN AGREEMENT, ARBITRAGE REBATE AGREEMENT AND OTHER AUTHORITY DOCUMENTS TO WHICH THE AUTHORITY IS A PARTY OR BENEFICIARY; ACCEPTING THE CREDIT UNDERWRITING REPORT; AUTHORIZING THE PROPER OFFICERS TO DO ALL THINGS NECESSARY OR ADVISABLE, INCLUDING THE EXECUTION AND DELIVERY OF ANY APPLICABLE ANCILLARY DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION.
WHEREAS, the Legislature of the State of Florida (the “State”), has heretofore enacted an ordinance, as amended, creating the Osceola County Housing Finance Authority (the “Authority”), pursuant to the provisions of the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and supplemented (the “Act”); and

WHEREAS, the Authority has heretofore adopted a resolution declaring a need for the Authority to function in order to alleviate the shortage of housing and capital for investment in housing within Osceola County, Florida (the “County”); and
WHEREAS, within the County there is a shortage of housing available at prices or rentals which many persons and families can afford and a shortage of capital for investment in such housing, which shortage constitutes a threat to the health, safety, morals and welfare of the residents of the County, deprives the County of an adequate tax base, and causes the County to make excessive expenditures for crime prevention and control, public health, welfare and safety, fire and accident protection, and other public services and facilities; and
WHEREAS, the shortage of capital and housing cannot be relieved except through the encouragement of investment by private enterprise and the stimulation of construction of housing through the use of public financing; and
WHEREAS, the Authority, pursuant to the Act, may issue its Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B in the aggregate principal amount not to exceed TWENTY-SIX MILLION DOLLARS ($26,000,000); and
WHEREAS, the Authority shall enter into that certain Trust Indenture expected to be dated as of February 1, 2026, with the herein defined Trustee (the “Trust Indenture”) for the purpose of setting forth the terms, conditions, and covenants that are necessary to secure the Bonds and protect the rights of the registered owners of the Bonds and the Authority deems it advisable to enter into the Trust Indenture with respect to the Bonds, in substantially the form attached hereto as Exhibit “A”; and
WHEREAS, the proceeds derived from the sale of the Bonds, together with other available money of the Borrower (as defined below), will be used to finance the acquisition, construction

and equipping of a 216-unit multifamily rental housing development located in Osceola County, Florida (the “Project”); and
WHEREAS, the Project and the financing thereof will assist in alleviating the shortage of housing in the County and of capital for investment therein, will serve the purposes of the Act and the Project will constitute a “qualifying housing development” under the Act; and
WHEREAS, EC Crestwood, LLC, a Florida limited liability company (herein, the “Borrower”) has requested that the Authority issue the Bonds and, together with other moneys of the Borrower, finance the Project; and
WHEREAS, pursuant to the terms and provisions of that certain Loan Agreement expected to be dated as of February 1, 2026, between the Authority and the Borrower (the “Loan Agreement”) substantially in the form attached hereto as Exhibit “B,” the Authority has agreed to lend the proceeds of the Bonds to the Borrower to assist in financing the Project (the “Bond Mortgage Loan”); and
WHEREAS, the Authority desires to authorize the execution and delivery of a Land Use Restriction Agreement expected to be dated as of February 1, 2026, by and among the Borrower, the Trustee and the Authority in substantially the form presented at this meeting and attached hereto as Exhibit “C” (the “LURA”), which agreement evidences certain restrictions placed on the use and occupancy of the Project as required by the County and as required under the Act, and the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, prior to conversion of the Bond Mortgage Loan from the Construction Phase to the Permanent Phase (the “Conversion”), the Bonds will be secured primarily by proceeds of the Bonds and other cash collateral and investments thereof held by the Trustee as provided in the Trust Indenture; and, in addition to Bond proceeds, prior to the Conversion, the Borrower will

cause the proceeds of loans (the “Construction Loan”) from M1 Bank, a state chartered bank organized under the laws of Missouri (the “Construction Lender”), to be delivered to the Trustee for deposit into the collateral fund established under the Trust Indenture from time to time as security for the Bonds; and
WHEREAS, Federal Home Loan Mortgage Corporation a/k/a Freddie Mac (the “Credit Facility Provider”), subject to the terms and conditions of its forward commitment letter expected to be dated as of February 1, 2026 (the “Forward Commitment”) and the satisfaction on or before the Forward Commitment Maturity Date (as defined in the Forward Commitment) of the conditions to conversion set forth in that certain construction phase financing agreement expected to be dated as of February 1, 2026 by and among the Credit Facility Provider, Grandbridge Real Estate Capital LLC as servicer on behalf of the Credit Facility Provider and the Construction Lender, and approved and acknowledged by the Borrower, has agreed that upon Conversion it will provide credit enhancement of the Bond Mortgage Loan during the Permanent Phase pursuant and subject to a credit enhancement agreement, expected to be dated as of the Conversion Date, between the Credit Facility Provider and the Trustee; and
WHEREAS, on the Conversion Date, to secure the Borrower’s obligations under the Bond Mortgage Note, the Borrower will execute and deliver to the Authority a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing to be dated the Conversion Date (the “Bond Mortgage”) with respect to the Project, which Bond Mortgage will be assigned by the Authority to the Trustee pursuant to the Trust Indenture without recourse pursuant to an Assignment of Mortgage to be dated the Conversion Date substantially in the form attached hereto as Exhibit “D” (the “Assignment of Mortgage”); and

WHEREAS, based upon the current market conditions, the complex nature of the financing and other factors, the Authority finds it is necessary and advisable to negotiate the sale of the Bonds pursuant to the terms and provisions of a Bond Purchase Agreement, substantially in the form attached hereto as Exhibit “F”; and
WHEREAS, in order to provide for the sale of the Bonds, the Authority wishes to approve the form of a Preliminary Official Statement substantially in the form attached hereto as Exhibit “G” and to authorize the distribution thereof in connection with the sale of the Bonds; and WHEREAS, the Authority desires to authorize the execution and delivery of an Arbitrage Rebate Agreement relating to the Bonds (the “Arbitrage Agreement”) in substantially the form presented at this meeting and attached hereto as Exhibit “H”, expected to be dated as of February 1,
2026, by and among the Authority, the Borrower and the Trustee.

WHEREAS, the Authority desires to authorize the execution and delivery of a Environmental Indemnity relating to the Bonds (the “Environmental Indemnity”) in substantially the form presented at this meeting and attached hereto as Exhibit “I”, expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, a Guaranty of Recourse Obligations relating to the Bonds (the “Guaranty of Recourse Obligations”) in substantially the form presented at this meeting and attached hereto as Exhibit “J”, expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, a Guaranty of Completion relating to the Bonds (the “Guaranty of Completion”) in substantially the form presented at this meeting and attached hereto as Exhibit “K”, expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, a Guaranty of Operating Deficits relating to the Bonds (the “Guaranty of Operating Deficits”) in substantially the form presented at this meeting and attached

hereto as Exhibit “L”, expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, a Compliance Monitoring Agreement relating to the Bonds (the “Compliance Monitoring Agreement”) in substantially the form presented at this meeting and attached hereto as Exhibit “M”, expected to be dated as of February 1, 2026 by and among the Authority, Seltzer, the Trustee and the Borrower and a Mortgage Loan Agreement relating to the Bonds (the “Mortgage Loan Agreement”) in substantially the form presented at this meeting and attached hereto as Exhibit “E”, expected to be dated as of February 1, 2026 by and among the Authority, Seltzer, the Trustee and the Borrower (the Environmental Indemnity, the Guaranty of Recourse Obligations, the Guaranty of Completion, the Guaranty of Operating Deficits and the Compliance Monitoring Agreement, together being the “Ancillary Agreements”); and
WHEREAS, the Authority desires to accept the final Credit Underwriting Report delivered to the Authority by Seltzer Management Group, Inc. (“Seltzer”) with respect to the Project in substantially the form presented at this meeting and attached hereto as Exhibit “N” (the “Credit Underwriting Report”); and
WHEREAS, adequate provision has been made in the documents attached hereto for the Bond Mortgage Loan by the Authority to the Borrower to finance a portion of the acquisition, construction and equipping of the Project, and for the operation, repair and maintenance of the Project at the expense of the Borrower and for the repayment by the Borrower of the Borrower Loan in installments sufficient to pay the principal of and the interest on the Bonds, and all costs and expenses relating thereto; and

WHEREAS, the Authority is not obligated to pay the Bonds except from the proceeds derived from the repayment of the Bond Mortgage Loan and other payments received from the Borrower or from the other security pledged therefor; and
WHEREAS, notice of a public hearing conducted by the Authority on April 28, 2025, inviting written and oral comments and discussions concerning the issuance of the Bonds was published in the Orlando Sentinel on April 17, 2025, in accordance with applicable Treasury Regulations at least 7 days prior to the date of such hearing; and
WHEREAS, on May 5, 2025, the Osceola County Board of County Commissioners approved the issuance of the Bonds by the Authority for purposes of Section 147(f) of the Code and for purposes of the Act; and
WHEREAS, the Authority has received from the State of Florida Division of Bond Finance 2025 carryforward of private activity bond volume cap allocation for multifamily housing revenue bonds in an amount sufficient to be used by the Authority for the issuance of the Bonds; and
WHEREAS, the Authority desires to authorize the execution of such other documents deemed necessary and to be in acceptable form as determined by its Bond Counsel and counsel to the Authority; and
WHEREAS, prior to the execution and delivery of the Bond Purchase Agreement, the Authority will be provided with the disclosure statements required by Section 218.385, Florida Statutes by Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”).
NOW, THEREFORE, BE IT RESOLVED BY THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY:

SECTION 1:	Recitals. That the foregoing recitals stated above are hereby found by

the Authority to be true and correct and incorporated into this Resolution.

SECTION 2:	Definitions. That in addition to the terms herein defined in the above

recitals, the words and terms referred to in Article I of the Trust Indenture, unless a different meaning clearly appears from the context, shall have the same meanings in this resolution as in the Trust Indenture.
SECTION 3:   Authorization of the Bonds. That, for the purpose of providing funds
to the Borrower in accordance with the terms of the Loan Agreement, there are hereby authorized to be issued by the Authority, its Multifamily Mortgage Revenue Bonds (Crestwood Apartments), 2026 Series B, in the principal amount of not to exceed $26,000,000 (the “Bonds”).
SECTION 4:   Security for the Bonds. That the Bonds will be limited obligations of

the Authority. Prior to the Conversion, the principal of, premium, if any, and interest on, the Bonds will be secured by proceeds of the Bonds and other cash collateral and investments thereof held by the Trustee including from proceeds of the Construction Loan. Following the Conversion, the principal of, premium, if any, and interest on, the Bonds will be secured by the credit enhancement of the Credit Facility Provider, and by a mortgage on the Project. To secure the Borrower’s obligations under the Bond Mortgage Loan following the Conversion, the Borrower will execute and deliver the Bond Mortgage with respect to the Project, which Bond Mortgage will be assigned by the Authority to the Trustee without recourse on the Conversion Date. Neither the members of the Authority nor any person executing any of the Bonds shall be liable personally on any of the Bonds by reason of the issuance thereof. The Bonds will not be a debt of the County, the City, the State of Florida (the “State”) or any other political subdivision thereof, and neither the faith and credit nor the taxing power of the County, the City, the State or any other political subdivision

thereof will be pledged to the payment of the principal of, or premium, if any, or interest on any of the Bonds. The Authority has no taxing power.
SECTION 5:	Approval and Execution of the Trust Indenture. That the form of the

Trust Indenture relating to the Bonds presented at this meeting (and attached hereto as Exhibit “A”) expected to be dated as of February 1, 2026, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is authorized to affix the seal of the Authority and attest to the execution of the Trust Indenture in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 6:   Appointment of Trustee, Registrar, and Paying Agent.  That The

Bank of New York Mellon Trust Company, N.A., having its designated corporate trust office in Jacksonville, Florida, is hereby appointed Trustee, Registrar and Paying Agent under the Trust Indenture.
SECTION 7:   Approval and Execution of the Loan Agreement. That the form of

the Loan Agreement, expected to be dated as of February 1, 2026, between the Authority and the Borrower, in substantially the form presented at this meeting (and attached hereto as Exhibit “B”)

is hereby approved and authorized by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the Chairman’s absence, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Loan Agreement in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof of the Authority.
SECTION 8:   Negotiated Sale of Bonds Authorized. That, based on current market

conditions, and the complex nature of the financing, the Authority hereby finds that it is necessary and in the best interest of the Authority that the Bonds be sold on a negotiated basis to the Underwriter.
SECTION 9:   Approval and Execution of the Land Use Restriction Agreement.

That the form of the Land Use Restriction Agreement relating to the Project (the “LURA”) in substantially the form presented at this meeting (and attached hereto as Exhibit “C”), expected to be dated as of February 1, 2026, by and among the Authority, the Trustee and the Borrower, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized

to affix the seal of the Authority and attest to the execution of the LURA in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 10:  Assignment of Mortgage.  That, in connection with the Multifamily

Mortgage, Assignment of Rents, Security Agreement and Fixture Filing to be dated the Conversion Date (the “Bond Mortgage”), the form of Assignment of Mortgage between the Authority and the Trustee to be dated the Conversion Date substantially in the form attached hereto as Exhibit “D” (the “Assignment of Mortgage”) is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Assignment of Mortgage in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 11:  Bond Purchase Agreement. That the Authority hereby agrees to sell

the Bonds, pursuant to the terms and provisions of that certain Bond Purchase Agreement by and among the Authority, the Underwriter and the Borrower, substantially in the form attached hereto

as Exhibit “F.” The Bond Purchase Agreement is hereby approved and authorized by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and, if so required, the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Bond Purchase Agreement in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 12:  Details of the Bonds. That the proceeds of the Bonds, together with the

moneys received by the Trustee from the Borrower, shall be applied, the Bonds shall mature in the years and in the amounts, bear interest at such rate or rates, and be subject to redemption, all as provided in the Trust Indenture. The execution of the Bond Purchase Agreement and the Trust Indenture shall constitute approval of such terms as set forth in this Section 12.
SECTION 13:  Approval  of  and  Authorization  of  Use  and  Distribution  of

Preliminary Official Statement and Official Statement.	That the form of the Preliminary

Official Statement (the “Preliminary Official Statement”) relating to the Bonds in substantially the form presented at this meeting (and attached hereto as Exhibit “G”) is hereby approved and the use and distribution of which is hereby authorized by the Authority, together with such changes, modification and deletions as may be deemed necessary and appropriate. The Chairman or Vice Chairman is hereby authorized to deem the Preliminary Official Statement final as of its date. The

Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute the final Official Statement (the “Official Statement”) in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions necessary to reflect the terms of the sale of the Bonds as provided in the Bond Purchase Agreement, with the advice of Bond Counsel and counsel to the Authority, and the distribution of the Official Statement in such form is hereby authorized.
SECTION 14:  Approval and Execution of the Arbitrage Rebate Agreement. That
the form of the Arbitrage Rebate Agreement relating to the Bonds (the “Arbitrage Agreement”) in substantially the form presented at this meeting (and attached hereto as Exhibit “H”), expected to be dated as of February 1, 2026, by and among the Authority, the Borrower and the Trustee, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Arbitrage Agreement in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority. With respect to the Bonds, the Rebate Analyst shall be as determined in accordance with the Trust Indenture, as shall be evidenced by the execution of the Trust Indenture. The Chairman, Vice Chairman or other Board Member and

the Secretary are hereby authorized to execute any and all instruments necessary in connection therewith.
SECTION 15:	Approval and Execution of the Environmental Indemnity. That the

form of the Environmental Indemnity relating to the Bonds (the “Environmental Indemnity”) in substantially the form presented at this meeting (and attached hereto as Exhibit “I”), expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Environmental Indemnity in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 16:  Approval and Execution of the Guaranty of Recourse Obligations.

That the form of the Guaranty of Recourse Obligations relating to the Bonds (the “Guaranty of Recourse Obligations”) in substantially the form presented at this meeting (and attached hereto as Exhibit “J”), expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other

member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Guaranty of Recourse Obligations in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 17:  Approval and Execution of the Guaranty of Completion. That the
form of the Guaranty of Completion relating to the Bonds (the “Guaranty of Completion”) in substantially the form presented at this meeting (and attached hereto as Exhibit “K”), expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Guaranty of Completion in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.

SECTION 18:	Approval and Execution of the Guaranty of Operating Deficits. That

the form of the Guaranty of Operating Deficits relating to the Bonds (the “Guaranty of Operating Deficits”) in substantially the form presented at this meeting (and attached hereto as Exhibit “L”), expected to be dated as of February 1, 2026 from the Borrower and other guarantors in favor of the Authority and the Trustee, is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of the Guaranty of Operating Deficits in the form presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 19:  Approval and Execution of the Compliance Monitoring Agreement

and Mortgage Loan Agreement.	That the form of the Compliance Monitoring Agreement

relating to the Bonds (the “Compliance Monitoring Agreement”) in substantially the form presented at this meeting (and attached hereto as Exhibit “M”), expected to be dated as of February 1, 2026 by and among the Authority, Seltzer, the Trustee and the Borrower, and the form of Mortgage Loan Agreement relating to the Bonds (the “Mortgage Loan Agreement”) in substantially the form presented at this meeting (and attached hereto as Exhibit “E”), expected to be dated as of February 1, 2026 by and among the Authority, Seltzer, the Trustee and the Borrower

is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the absence of the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority and attest to the execution of each of the Compliance Monitoring Agreement and the Mortgage Loan Agreement in the forms presented to this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority.
SECTION 20:  Credit Underwriting Report.  That the Authority accepts the Credit

Underwriting Report prepared by Seltzer attached hereto as Exhibit “N,” subject to any open or unresolved issues constituting closing conditions specified in the Credit Underwriting Report that must be satisfied prior to the closing of the Bonds as evidenced by either (i) an email from Seltzer confirming satisfaction of such conditions or (ii) a written waiver of any unsatisfied conditions by the Authority, the Construction Lender and the tax-credit investor of the Borrower.
SECTION 21:  Ancillary Documents.  That any ancillary documents relating to the

Bonds or the security thereof (herein, the “Ancillary Documents”) in the forms that are approved by counsel to the Authority and Bond Counsel are hereby authorized and the Chairman or, in the absence of the Chairman, the Vice Chairman or any other member of the Authority in the absence of a Vice Chairman, is hereby authorized to execute and deliver such Ancillary Documents for which the Authority is a party on behalf of the Authority and the Secretary (or, in the absence of

the Secretary, any Assistant Secretary) of the Authority is hereby authorized to affix the seal of the Authority (if required) and attest (if required) to the execution of any Ancillary Documents in the forms approved by counsel to the Authority and Bond Counsel, together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof of the Authority.
SECTION 22:  Agreement of Authority. That all covenants, stipulations, obligations
and agreements contained in this resolution and contained in the Trust Indenture, the Loan Agreement or other agreements to which the Authority is a party and which have been hereby approved by the Authority, shall be deemed to be the covenants, stipulations, obligations and agreements of the Authority and all such covenants, stipulations, obligations and agreements shall be binding upon the Authority.
SECTION 23:  No Other Rights Conferred.  That, except as otherwise expressly

provided herein, in the Trust Indenture, in the Loan Agreement or in any Ancillary Documents, nothing in this resolution, in the Trust Indenture, in the Loan Agreement or in any Ancillary Documents, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the Authority, the registered owners of the Bonds issued under the provisions of this resolution and the Trust Indenture, the Trustee, the Construction Lender or the Credit Facility Provider, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision thereof or the Trust Indenture, the Loan Agreement or in any Ancillary Documents or any provision thereof; this resolution, the Trust Indenture, the Loan Agreement or any Ancillary Documents and all of their respective provisions being intended to be and being for the sole and exclusive benefit of the Authority, the registered owners of the Bonds issued under

the provisions of this resolution and the Trust Indenture, the Trustee, the Construction Lender and the Credit Facility Provider.
SECTION 24:	Severability. That, in case any one or more of the provisions of this

resolution, or of the Trust Indenture, the Loan Agreement, the LURA, the Ancillary Agreements, or of any of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any of the other provisions of this resolution or of the Trust Indenture, the Loan Agreement, the LURA, the Ancillary Agreements or of said Bonds, but this resolution, the Trust Indenture, the Loan Agreement, the LURA, the Ancillary Agreements and said Bonds shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein.
SECTION 25:  Further Actions. That the Chairman, the Vice Chairman, the Secretary

of the Authority and the other members of the Authority, the Authority’s counsel, Bond Counsel, or other agents of the Authority and the officers, agents and employees of the Trustee are hereby authorized and directed to do all acts and things required of them by the provisions of the Bonds, the Trust Indenture, and the other documents herein approved and also to do all acts and things required of them by the provisions of this resolution, including, but not limited to, the execution of such other documents that may be required for the better securing of the Bonds or as a condition precedent for the issuance of the Bonds. The Trustee is hereby authorized and directed to authenticate the Bonds and deliver them to the initial Bondholders in accordance with the Trust Indenture and this resolution.
SECTION 26:  Headings Not Part of this Resolution. That any headings preceding

the texts of the several sections of this resolution shall be solely for convenience of reference and shall not form a part of this resolution, nor shall they affect its meaning, construction or effect.

SECTION 27:	County Related Provisions. It is understood by the Authority that the

County assumes no responsibility for monitoring compliance by the Borrower of applicable federal income tax, securities laws or other regulatory requirements.
It is understood by the Authority that the Borrower understands and agrees that it is responsible for, monitoring its compliance with all applicable federal income tax, federal securities law and other regulatory requirements, retaining adequate records of such compliance, and retaining qualified counsel to respond to or assist the Authority and the County in responding to any audit, examination or inquiry of the Internal Revenue Service, the Securities and Exchange Commission or other regulatory body.
It is understood by the Authority that the Borrower assumes responsibility for monitoring compliance with applicable provisions of federal tax laws and U.S. Treasury Regulations relative to the Bonds and shall retain adequate records of such compliance until at least three (3) years after the Bonds mature or are redeemed.
It is understood by the Authority that in the event of any audit, examination, or investigation by the Internal Revenue Service with respect to the tax-exempt status of the Bonds or any other related tax matters, the Borrower shall be responsible for retaining qualified counsel to respond to such audit.
SECTION 28:  Resolution Effective. That this resolution shall take effect immediately

upon its adoption.

ADOPTED this 6th day of February 2026.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:	
[S E A L]	Chair/Vice Chair
ATTEST:

By:		 George Flint, Assistant Secretary

EXHIBITS TO RESOLUTION

Exhibit A	--	Trust Indenture	
Exhibit B	--	Loan Agreement	
Exhibit C	--	Land Use Restriction Agreement	
Exhibit D	--	Assignment of Mortgage	
Exhibit E	--	Mortgage Loan Agreement	
Exhibit F	--	Bond Purchase Agreement	
Exhibit G	--	Preliminary Official Statement	
Exhibit H	--	Arbitrage Rebate Agreement	
Exhibit I	--	Environmental Indemnity	
Exhibit J	--	Guaranty of Recourse Obligations	
Exhibit K	--	Guaranty of Completion	
Exhibit L	--	Guaranty of Operating Deficits	
Exhibit M	--	Compliance Monitoring Agreement	
Exhibit N	--	Credit Underwriting Report	

Section A

GT Draft of 2.5.26

TRUST INDENTURE
By and Between
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
as Issuer and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of February 1, 2026
$26,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (CRESTWOOD APARTMENTS),
2026 SERIES B

GT Draft of 2.5.26

TABLE OF CONTENTS

ARTICLE I

Page

DEFINITIONS AND CONSTRUCTION
Section 1.01.	Definitions	4
Section 1.02.	Rules of Construction.	24
Section 1.03.	Determinations	24
ARTICLE II
CREATION OF BONDS; DETAILS OF THE BONDS
Section 2.01.	Authorization and Terms of Bonds	25
Section 2.02.	Source of Payment of Bonds	27
Section 2.03.	Execution of Bonds	27
Section 2.04.	Certificate of Authentication.	27
Section 2.05.	Authentication and Delivery of Bonds	27
Section 2.06.	Temporary Bonds	28
Section 2.07.	Mutilated, Lost, Stolen or Destroyed Bonds	29
Section 2.08.	Registration, Negotiability, Transfer and Exchange of Bonds	29
Section 2.09.	Obligation of Issuer Limited.	30
Section 2.10.	Cancellation and Destruction of Bonds	30
Section 2.11.	Book-Entry System	31
Section 2.12.	Conversion.	32
ARTICLE III
MANDATORY TENDER AND REMARKETING OF BONDS
Section 3.01.	Mandatory Tender.	34
Section 3.02.	Mandatory Tender Notice	35
Section 3.03.	Remarketing of Bonds	36
Section 3.04.	Mandatory Redemption.	38
Section 3.05.	Optional Redemption.	39
Section 3.06.	Notice of Redemption.	39
Section 3.07.	Cancellation of Bonds	41
ARTICLE IV REVENUES AND FUNDS
Section 4.01.	Creation of Funds	41
Section 4.02.	Deposits into and Use of Moneys in the Bond Fund.	42
Section 4.03.	Custody of the Bond Fund.	42

Section 4.04.	Non-Presentment of Bonds	43
Section 4.05.	Payment to Borrower of Excess Moneys in Bond Fund.	43
Section 4.06.	Rebate Fund; Rebate Amount	43
Section 4.07.	Costs of Issuance Fund.	44
Section 4.08.	Collateral Fund; Project Fund.	44
Section 4.09.	Permanent Loan Purchase Fund.	46
Section 4.10.	Expense Fund.	46
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 5.01.	Custody and Application of Project Fund and Bond Fund.	47
Section 5.02.	Procedure for Making Disbursements from Project Fund.	47
Section 5.03.	Trustee May Rely on Requisitions and Certifications	48
Section 5.04.	Completion of Project	49
Section 5.05.	Disposition of Moneys in Project Fund After Completion of Project	49
ARTICLE VI
INVESTMENT OF FUNDS AND ACCOUNTS
Section 6.01.	Investment of Bond Fund, Project Fund, Collateral Fund and Expense Fund.
.	49
Section 6.02.	Investment of Rebate Fund.	51
Section 6.03.	Accounting for Termination of Investments; No Arbitrage	51
Section 6.04.	Trustee’s Own Bond or Investment Department	51
Section 6.05.	Moneys to be Held in Trust	51
ARTICLE VII GENERAL COVENANTS
Section 7.01.	Payment of Bonds	52
Section 7.02.	Performance of Covenants	52
Section 7.03.	Maintenance of Existence; Compliance with Laws	52
Section 7.04.	Enforcement of Borrower’s Obligations	53
Section 7.05.	Further Assurances, Instruments and Actions	53
Section 7.06.	Priority of Pledge	53
Section 7.07.	Books and Documents Open to Inspection.	53
Section 7.08.	Borrower to Indemnify and Hold Issuer and Trustee Harmless from Liability.
.	53
Section 7.09.	Tax-Exempt Status of Bonds	54
ARTICLE VIII DISCHARGE

Section 8.01.	Discharge of Lien.	54
ARTICLE XI DEFAULTS AND REMEDIES
Section 9.01.	Events of Default and Acceleration.	55
Section 9.02.	Trustee to Enforce Rights of Issuer.	57
Section 9.03.	Remedies in Addition to Acceleration.	57
Section 9.04.	Termination of Proceedings	57
Section 9.05.	Right of Bondholders to Direct Proceedings	57
Section 9.06.	Remedies Vested in Trustee	58
Section 9.07.	Remedies Non-Exclusive and Cumulative	58
Section 9.08.	Delays or Omissions by Trustee	58
Section 9.09.	Application of Moneys	58
Section 9.10.	Severability of Remedies	60
ARTICLE X
THE TRUSTEE AND REMARKETING AGENT
Section 10.01.	Acceptance of Trusts	60
Section 10.02.	Trustee Not Responsible for Recitals, Statements and Representations	60
Section 10.03.	Action by Trustee Through and In Reliance Upon Others	60
Section 10.04.	Fees and Expenses of Trustee	61
Section 10.05.	Trustee’s Obligations to Take or Have Notice of Default	61
Section 10.06.	Duties of Trustee	61
Section 10.07.	Trustee May Make Advances to Effect Performance	62
Section 10.08.	Trustee May Rely Upon Instruments	63
Section 10.09.	Trustee May Own and Deal in Bonds and Deal With Issuer and Borrower.	63
Section 10.10.	Financial Liability of the Trustee	63
Section 10.11.	Trustee May Construe Ambiguous or Inconsistent Provisions	64
Section 10.12.	Resignation of Trustee	64
Section 10.13.	Removal of Trustee	64
Section 10.14.	Appointment of Successor Trustee	64
Section 10.15.	Appointment of Successor Trustee by Court	65
Section 10.16.	Acceptance of Trust by Successor Trustee	65
Section 10.17.	Merger or Consolidation of Trustee With Another Corporation.	65
Section 10.18.	Action of Trustee During Existence of an Event of Default	65
Section 10.19.	Notice of an Event of Default	66
Section 10.20.	Trustee May Intervene	66
Section 10.21.	Unclaimed Moneys	66
Section 10.22.	Appointment of Co-Trustee	66
Section 10.23.	The Remarketing Agent	67
Section 10.24.	Qualification of Remarketing Agent	67
Section 10.25.	Notices to Rating Agency and Remarketing Notice Parties	68
Section 10.26.	Financing Statements	68

Section 10.27.	Trustee Delivery of Information to Borrower and Investor Member.	68
Section 10.28.	Trustee Delivery of Information to Rating Agency.	69
ARTICLE XI
MODIFICATION OF INDENTURE AND OTHER DOCUMENTS
Section 11.01.	Limitation on Amendments to this Indenture	69
Section 11.02.	Amendments to Indenture and Loan Agreement Not Requiring Consent of Bondholders	69
Section 11.03.	Amendments to Indenture Requiring Consent of Bondholders	70
Section 11.04.	Supplemental Indentures Part of Indenture	71
Section 11.05.	Required Consent	71
Section 11.06.	Amendments to Documents Requiring Consent of Bondholders	72
Section 11.07.	Conversion Date	72
ARTICLE XII MISCELLANEOUS
Section 12.01.	Issuer’s Successors	72
Section 12.02.	Indenture for Benefit of Issuer, Trustee and Bondholders	72
Section 12.03.	Severability.	73
Section 12.04.	Officials of Issuer Not Liable	73
Section 12.05.	Governing Law; Waiver of Jury Trial	73
Section 12.06.	Notices; Publication of Notice	73
Section 12.07.	Trustee as Paying Agent and Bond Registrar.	74
Section 12.08.	Execution of Instruments by Bondholders and Proof of Ownership of Bonds.
.	74
Section 12.09.	Mortgage Loan Documents Independent	74
Section 12.10.	Counterparts	75
Section 12.11.	U.S.A. Patriot Act Requirements of the Trustee	75
Section 12.12.	Recycling Transactions	75
APPENDIX A - FORM OF BOND APPENDIX B - FORM OF REQUISITION
APPENDIX C - FUNDING LOAN AGREEMENT APPENDIX D - PROJECT LOAN AGREEMENT

GT Draft of 2.5.26

TRUST INDENTURE
This TRUST INDENTURE is entered into as of February 1, 2026 (this “Indenture”), by and between the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A, a national banking association, duly organized and existing under the laws of the United States and authorized to conduct business in the State of Florida, with its designated corporate office located in Jacksonville, as trustee (together with any successor trustee thereunder, the “Trustee”).
RECITALS
Certain of the terms and words used in these Recitals, and in the following Granting Clauses and Agreements, are defined in Section 1.01 of this Indenture.
The Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981, as amended (the “Act”), authorizes the Issuer to make loans to private sponsors for the financing, construction, rehabilitation and acquisition of housing projects in the State of Florida (the “State”) for eligible persons and to issue revenue bonds from time to time for such purposes.
Pursuant to, and in accordance with the Act, the Issuer has determined to issue and sell its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”), and use the proceeds thereof to make a loan to EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), upon the terms and conditions of a promissory note dated the Closing Date from the Borrower to the Issuer in the original principal amount of $26,000,000 (the “Note”) and the Loan Agreement dated as of the same date as this Indenture between the Issuer and the Borrower (the “Loan Agreement”), for purposes of funding a portion of the costs of acquiring and rehabilitating a multifamily rental housing project located at 3121 Crestwood Circle, St. Cloud, Osceola County, Florida, to be known as Crestwood Apartments, which, upon completion, will contain approximately 216 affordable rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses (the “Project”).
The Borrower has delivered the Note to the Issuer, evidencing the Borrower’s obligation to repay the Loan. The Issuer has made the Loan to the Borrower, subject to the terms and conditions of the Loan Agreement and this Indenture, including the terms and conditions thereof and hereof governing the disbursement of advances and the investment earnings thereon, and the Note has been endorsed by the Issuer to the Trustee.
The obligations of the Borrower under the Loan Agreement and the Note will be secured by the Trust Estate established hereunder.
M1 Bank, a state chartered bank organized under the laws of Missouri (the “Mortgage Lender”) has agreed to provide a construction loan (the “Mortgage Loan”) to the Borrower, the proceeds of which shall be advanced pursuant to the Mortgage Loan Documents and used to finance a portion of the costs of the acquisition and rehabilitation of the Project. The

Mortgage Lender will administer the Mortgage Loan during the Construction Phase in accordance with the Mortgage Loan Documents.
The Federal Home Loan Mortgage Corporation, a shareholder owned government sponsored enterprise (“Freddie Mac”), has entered into a forward commitment with Grandbridge Real Estate Capital LLC (the “Freddie Mac Seller/Servicer”) dated February  , 2026 (the “Freddie Mac Commitment”), whereby Freddie Mac has committed, subject to the satisfaction on or before the Forward Commitment Maturity Date of the Conditions to Conversion set forth in the Construction Phase Financing Agreement and the Freddie Mac Commitment, to facilitate the financing of the Project in the Permanent Phase.
If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date, Conversion will occur on the Conversion Date and, on such Conversion Date,
(i) the Bonds shall be subject to mandatory tender in accordance with Section 3.01 hereof, (ii) the proceeds of the Freddie Mac Seller/Servicer Purchase Price shall be delivered, at the direction of the Freddie Mac Seller/Servicer, to the Trustee for deposit into the Permanent Loan Purchase Fund,
(iii) the purchase price of the Bonds shall be paid with amounts on deposit in the Collateral Fund and in the Permanent Loan Purchase Fund (and other Eligible Funds hereunder), (iv) a portion of the principal amount of the Bonds shall be cancelled such that the principal amount outstanding equals the Actual Project Loan Amount (as determined by the Freddie Mac Seller/Servicer at such time), (v) the Bonds shall be removed from the Book-Entry System and converted into a physical Governmental Note (in the form attached to the Funding Loan Agreement) which shall be purchased by the Freddie Mac Seller/Servicer, (vi) the Funding Loan Agreement attached hereto as Appendix C and the Project Loan Agreement attached hereto as Appendix D shall be delivered by the respective parties and become effective and shall supersede this Indenture and the Loan Agreement, respectively, (vii) tax credit equity, along with other funds of the Borrower shall be delivered, at the direction of the Mortgage Lender, to the Title Company, (viii) the Mortgage Loan shall be paid in part with amounts on deposit in the Collateral Fund (pursuant to Section 4.08(c) hereof) and in part with amounts held by the Title Company, as applicable, and (ix) all security related to the Mortgage Loan shall be released or assigned to the Freddie Mac Seller/Servicer. If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date, the Loan will not convert from the Construction Phase to the Permanent Phase, and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any obligation with respect to the purchase of the Governmental Note.
With respect to the Construction Phase, the issuance, sale and delivery of the Bonds and the execution and delivery of this Indenture and the Loan Agreement have been in all respects duly and validly authorized in accordance with the Act, and, with respect to the Permanent Phase, the conversion of the Bonds into the Governmental Note and the execution and delivery of the Funding Loan Agreement and the Project Loan Agreement have been in all respects duly and validly authorized in accordance with the Act.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of any or all of the Bonds issued and sold by the Issuer from time to time under this Indenture by those who shall hold the same

from time to time, and of the sum of one dollar, lawful money of the United States of America, duly paid to the Issuer by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Bonds and the payment and performance of all other of the Issuer’s Obligations, the Issuer does hereby grant, bargain, sell, convey, pledge and assign, without recourse, unto the Trustee and unto its successors and assigns in trust forever, and grants to the Trustee and to its successors in trust, a security interest in, the following (such property being herein referred to as the “Trust Estate”):
I.
All right, title and interest of the Issuer in and to all Revenues, derived or to be derived by the Issuer or the Trustee for the account of the Issuer under the terms of this Indenture and the Loan Agreement (other than the Reserved Rights of the Issuer), together with all other Revenues received by the Trustee for the account of the Issuer arising out of or on account of the Trust Estate;
II.
All right, title and interest of the Issuer in and to the Note (other than the Reserved Rights of the Issuer) including all payments and proceeds with respect thereto or replacement thereof;
III.
All moneys (including the Eligible Funds received by the Trustee for deposit into the Collateral Fund, provided that Mortgage Loan proceeds become part of the Trust Estate concurrently with the Trustee’s corresponding disbursement of Bond proceeds to or at the direction of the Mortgage Lender in accordance with Section 4.08 hereof) which are at any time or from time to time on deposit in any fund or account created under this Indenture (excluding funds in the Costs of Issuance Fund (but only to the extent such moneys are not proceeds of the Bonds), the Expense Fund and the Rebate Fund);
IV.
All right, title and interest of the Issuer in and to, and remedies under, the Loan Agreement (other than the Reserved Rights of the Issuer as defined therein); and
V.
All funds, moneys and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof;

PROVIDED, HOWEVER, that there shall be excluded from the granting clauses of this Indenture all the Reserved Rights of the Issuer, including all amounts paid or collected by the Issuer in connection therewith, all amounts on deposit in the Cost of Issuance Fund and the Expense Fund and all amounts on deposit in the Rebate Fund (including any accounts thereof), which amounts on deposit in the Rebate Fund shall be held for the sole benefit of the United States of America;
TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in trust forever.
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit, security and protection of all Holders from time to time of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds.
PROVIDED, HOWEVER, that if the Issuer shall well and truly pay, or cause to be paid, the principal of the Bonds issued hereunder, and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VIII hereof or by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture and all other of the Issuer’s Obligations to be kept, performed and observed by it, the Rebate Amount shall be paid in full and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payment, as further provided in Section 8.01 hereof, and the termination of the Loan Agreement, this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall remain in full force and effect.
AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all such property, moneys, revenues and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders from time to time of the Bonds, or any part thereof, as follows:

ARTICLE I DEFINITIONS AND CONSTRUCTION
Section 1.01. Definitions.
Certain terms used in this Indenture are defined in the Loan Agreement and in the attached Funding Loan Agreement and when and if used herein, such terms shall have the meanings given to them by the Loan Agreement and the Funding Loan Agreement unless the context clearly indicates otherwise. In addition, when used in this Indenture, the following terms shall have the meanings given to them in this Section unless the context clearly indicates otherwise:

“Act” means the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981, as amended and supplemented from time to time.
“Actual Project Loan Amount” has the meaning set forth in the Construction Phase Financing Agreement.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the policies of such Person, directly or indirectly, whether through the power to appoint and remove its directors, the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agreement” or “Loan Agreement” means the Loan Agreement dated as of the same date as this Indenture, between the Issuer and the Borrower and any and all Supplements thereto.
“Authorized Denomination” means $5,000, or any integral multiple of $1,000 in excess thereof.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect now and in the future, or any successor statute.
“Beneficial Owner” shall have the meaning provided in Section 2.11 hereof.
“Bond Counsel” means Greenberg Traurig, P.A. or other counsel selected by the Issuer and nationally recognized as having an expertise in connection with the exclusion of interest on obligations of states and local governmental units from the gross income of holders thereof for federal income tax purposes.
“Bond Fund” means the Bond Fund established pursuant to Section 4.01 hereof. “Bondholder” or “Holder of the Bonds” or “Holder” or “Owner of the Bonds” or “Owner”
when used with respect to any Bond, means the person or persons in whose name such Bond is registered as the owner thereof on the books of the Issuer maintained at the Trust Office for that purpose.
“Bond Purchase Agreement” means the Purchase Contract, dated February  , 2026, among the Issuer, the Borrower and Underwriter.
“Bond Service Charges” means, pursuant to the Loan Agreement, payments made by the Borrower to the Issuer in amount sufficient to pay the principal of and interest on the Bonds when due to the extent that amounts otherwise available for such payment are insufficient therefor.
“Bond Year” has the meaning as set forth in the Tax Certificate.

“Bonds” means the Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B of the Issuer issued, authenticated and delivered under this Indenture, which are identified as such in Section 2.01(a) hereof.
“Book-Entry Form” or “Book-Entry System” means a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through a book entry and (ii) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with the physical bond certificates “immobilized” in the custody of the Securities Depository.
“Borrower” means EC Crestwood, LLC, a limited liability company organized and existing under the laws of the State of Florida, and its successors and assigns.
“Borrower Documents” means the Loan Agreement, the Note, the Tax Certificate, the Tax Regulatory Agreement, the Bond Purchase Agreement, the Proceeds Certificate, the Operating Agreement, the Continuing Disclosure Agreement, the Compliance Monitoring Agreement, the Issuer Servicer Agreement, the Remarketing Agreement and any and all documents, agreements or instruments executed by the Borrower in connection with the Loan evidenced by the Loan Agreement, but excluding the Mortgage Loan Documents.
“Borrower Representative” means a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by one of its officers, which certificate may designate an alternate or alternates.
“Borrower’s Obligations” means the obligations of the Borrower under the Loan Agreement, the Note, and the other Borrower Documents to (a) pay the principal of, and interest on the Note, when and as the same shall become due and payable (whether at the stated maturity thereof, on any payment date or by acceleration of maturity or otherwise), (b) pay all other amounts required by the Loan Agreement, the Note, and the other Borrower Documents to be paid by the Borrower to the Issuer, as and when the same shall become due and payable, and (c) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Borrower is required by the Loan Agreement, the Note, the Tax Regulatory Agreement, and any of the other Borrower Documents, to perform or observe.
“Business Day” or “business day” means a day, other than a Saturday or Sunday, on which
(a) banks located in New York, New York, or in the city in which the Trustee or the Underwriter is located, are not required or authorized by law or executive order to close for business, and (b) the New York Stock Exchange is not closed.
“Cash Flow Projection” means a cash flow projection prepared by an independent firm of certified public accountants, a financial advisory firm, a law firm or other independent third party qualified and experienced in the preparation of cash flow projections for structured finance transactions similar to the Bonds, designated by, and provided by or on behalf of, the Borrower and acceptable to the Rating Agency, establishing the sufficiency of (a) the amount on deposit in the Special Funds, (b) projected investment income to accrue on amounts on deposit in the Special Funds during the applicable period, (c) any additional Eligible Funds delivered to the Trustee by

or on behalf of the Borrower to pay Bond Debt Service, when due and payable, including, but not limited to, any cash flow projection prepared in connection with (i) the initial issuance and delivery of the Bonds, (ii) a proposed remarketing of the Bonds, as provided in Section 3.03 hereof, (iii) a release of Eligible Funds from the Negative Arbitrage Account as provided in Section 4.02 hereof,
(iv) the purchase, sale or exchange of Eligible Investments as provided in Section 6.01 hereof, (v) the optional redemption of the Bonds as provided in Section 3.05 hereof and (vi) the sale or other disposition by the Trustee of Eligible Investments prior to maturity at a price below par, as described in Section 6.01 hereof.
“Certificate of Occupancy” means the temporary or final certificate of occupancy, as the case may be, for the multifamily units in the Project, or if certificates of occupancy are not required or provided for multifamily units, then evidence of all final inspection approvals needed to occupy the multifamily units.
“Closing Date” means the date of delivery of the Bonds in exchange for the purchase price thereof.
“Closing Memorandum” means the closing memorandum attached to the initial Requisition delivered on the Closing Date.
“Code” means the Internal Revenue Code of 1986, including applicable final, temporary and proposed regulations and revenue rulings applicable thereto.
“Collateral Fund” means the Collateral Fund established pursuant to Section 4.01 hereof. “Completion Certificate” means a certificate submitted by the Borrower Representative to
the Issuer and the Trustee as provided in Section 3.05 of the Loan Agreement, a form of which is attached as Appendix F to the Loan Agreement.
“Completion Date” means the date upon which the Completion Certificate and the Certificate of Occupancy are delivered by the Borrower to the Issuer and the Trustee.
“Compliance Monitoring Agent” shall mean Seltzer Management Group, Inc., a Florida corporation or any other entity approved by the Issuer to serve in such role.
“Compliance Monitoring Agreement” shall mean the Compliance Monitoring Agreement, dated as of February 1, 2026, among the Issuer, the Compliance Monitoring Agent, the Trustee and the Borrower, as amended, supplemented or restated from time to time, and any successor agreement thereto.
“Compliance Monitoring Fee” shall mean the fees and expenses to be paid to the Trustee for payment to the Compliance Monitoring Agent pursuant to the Compliance Monitoring Agreement.
“Conditions to Conversion” shall have the meaning set forth for such term in the Construction Phase Financing Agreement.

“Construction Draw Schedule” means the schedule of the disbursement of the proceeds of the Bonds as provided in Appendix C attached to the Loan Agreement, as the same may be amended from time to time with the consent of the Issuer.
“Construction Phase” means the construction phase of the Loan, which time period shall commence on the Closing Date and remain in effect to, but not including, the Conversion Date.
“Construction Phase Financing Agreement” means the Construction Phase Financing Agreement dated as of the date hereof by and among Freddie Mac, the Mortgage Lender and the Freddie Mac Seller/Servicer, and acknowledged and agreed to by the Borrower, as the same may be amended, modified or supplemented from time to time.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement of even date herewith between the Borrower and the Dissemination Agent, as the same may be amended, restated, supplemented or modified from time to time.
“Conversion” means the conversion of the Loan from the Construction Phase to the Permanent Phase on the Conversion Date.
“Conversion Date” means the date the Freddie Mac Seller/Servicer purchases the Governmental Note upon the satisfaction of the Conditions to Conversion, as such Conversion Date is specified by the Freddie Mac Seller/Servicer in the Notice of Conversion; provided, however, the Conversion Date shall occur hereunder no earlier than [	 1, 202_].
“Conversion Date Deadline” means (i) [	 1, 202_], and (ii) if extended with the written approval of the Construction Lender and the Freddie Mac Seller/Servicer and upon receipt by the Issuer and the Trustee of a Favorable Opinion of Bond Counsel, the date chosen for such extended deadline.
“Conversion Redemption Amount” has the meaning provided in Section 3.04(b) hereof. “Costs” with respect to the Project shall be deemed to include all items permitted to be
financed under the provisions of the Code and the Act.
“Costs of Issuance” means all fees, costs and expenses payable or reimbursable directly or indirectly by the Issuer or the Borrower and related to the authorization, issuance and sale of the Bonds.
“Costs of Issuance Deposit” means the deposit set forth in the Closing Memorandum. “Costs of Issuance Fund” means the Costs of Issuance Fund created pursuant to
Section 4.01 hereof.
“Default” means any Default under the Loan Agreement as specified in and defined by Section 7.01 thereof.
“Designated Office” of the Trustee or the Underwriter means, respectively, the office of the Trustee or the Underwriter at the respective Notice Address set forth in Section 1.01 hereof or

at such other address as may be specified in writing by the Trustee or the Underwriter, as applicable, as provided in Section 12.06 hereof.
“Determination of Taxability” means a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on any Bond is or was includable in the gross income of a Holder of the Bonds for Federal income tax purposes (other than an Holder who is a “substantial user” or “related person” to a “substantial user” within the meaning of Section 147(a) of the Code); provided, that no such decree, judgment, or action will be considered final for this purpose unless the Borrower has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Holder of a Bond, and until the conclusion of any appellate review, if sought.
“Dissemination Agent” means, initially The Bank of New York Mellon Trust Company, N.A., or any dissemination agent subsequently appointed in accordance with the Continuing Disclosure Agreement.
“Documents” means and shall include (without limitation), with respect to the Bonds, this Indenture, the Loan Agreement, the Note, the Guaranty, the Tax Regulatory Agreement, the Tax Certificate, and any and all other documents which the Issuer, the Borrower or any other party or parties or their representatives, have executed and delivered, or may hereafter execute and deliver, to evidence or secure the Issuer’s Obligations or the Borrower’s Obligations, or any part thereof, or in connection therewith, and any and all Supplements thereto, but excluding the Mortgage Loan Documents and the documents related to the Subordinate Seller Loan.
“Electronic Means” means facsimile transmission, email transmission or other similar electronic means of communication providing evidence of transmission.
“Eligible Funds” means, as of any date of determination, any of:
the proceeds of the Bonds (including any additional amount paid to the Trustee as the purchase price thereof by the Underwriter);
moneys drawn on a letter of credit;
moneys received by the Trustee representing advances to the Borrower of proceeds of the Mortgage Loan;
remarketing proceeds of the Bonds (including any additional amount paid to the Trustee as the purchase and or remarketing price thereof by the Remarketing Agent) received from the Remarketing Agent or any purchaser of Bonds (other than funds provided by the Borrower, the Issuer, any Affiliate of either the Borrower or the Issuer);
any other amounts, including the proceeds of any refunding bonds, for which the Trustee has received an Opinion of Counsel (which opinion may assume that no Holder or Beneficial Owner of Bonds is an “insider” within the meaning of the Bankruptcy Code) to the effect that (A) the use of such amounts to make payments on the Bonds would not violate Section 362(a) of the Bankruptcy Code or that relief from the automatic stay provisions of such

Section 362(a) would be available from the bankruptcy court and (B) payment of such amounts to Holders would not be recoverable from Holders of Bonds under Section 550 of the Bankruptcy Code as avoidable preferential payments of the Borrower under Section 547 of the Bankruptcy Code should the Issuer or the Borrower become a debtor in proceedings commenced under the Bankruptcy Code;
any payments made by the Borrower and held by the Trustee for a continuous period of 123 days, provided that no Act of Bankruptcy has occurred during such period;
proceeds of Freddie Mac Seller/Servicer Purchase Price received from the Freddie Mac Seller/Servicer in connection with the purchase of the Governmental Note on the Conversion Date;
Money received by the Trustee from the Issuer drawn on the Issuer’s line of credit in connection with its volume cap recycling program; and
investment income derived from the investment of the money described in subsections (a) through (g) hereof.
“Eligible Investments” means, subject to the provisions of Section 6.01 hereof, any of the following investments that mature (or are redeemable at the option of the Trustee without penalty) at such time or times as to enable timely disbursements to be made from the fund in which such investment is held or allocated in accordance with the terms of this Indenture, to the extent the same are at the time legal for investment of the Issuer’s funds (written direction of the Issuer to invest funds shall be conclusive evidence that the directed investment is at the time a legal investment of the Issuer’s funds):
Government Obligations; and
To the extent permitted herein, shares or units in any money market mutual fund (i) which is then rated “Aaa mf” by Moody’s (or if no fund is available at that rating category, the Highest Rating Category then available for that category of fund by Moody’s, or if Moody’s is not the Rating Agency or a new rating scale is implemented, the equivalent rating category given by the Rating Agency for that general category of security) (including mutual funds of the Trustee or its affiliates or for which the Trustee or an affiliate thereof serves as investment advisor or provides other services to such mutual fund and receives reasonable compensation therefor) registered under the Investment Company Act of 1940, as amended, whose investment portfolio consists solely of direct obligations of the government of the United States of America.
“Environmental Indemnity” means the Environmental Indemnity, dated as of 	 1, 2026, by the Guarantors for the benefit of the Issuer and the Trustee.
“Event of Default” or “Default” means, when used in this Indenture, those events of default or defaults specified in Section 9.01 hereof and, when used in the Loan Agreement, those events of default or defaults specified in Section 7.01 thereof.
“Expense Fund” means the Expense Fund established by the Trustee pursuant to Section 4.01(g) hereof.

“Extension Payment” means the amount due, if any, in connection with the change or extension of the Mandatory Tender Date pursuant to Section 3.03 hereof, and (a) which shall be determined by a Cash Flow Projection approved in writing by the Rating Agency and (b) must consist of Eligible Funds.
“Forward Commitment Maturity Date” means [	 1, 202_], subject to extension by Freddie Mac as provided in the Construction Phase Financing Agreement.
“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a shareholder owned government sponsored enterprise organized and existing under the laws of the United States of America, and its successors and assigns.
“Freddie Mac Commitment” means the commitment from Freddie Mac to the Freddie Mac Seller/Servicer pursuant to which Freddie Mac has agreed to purchase the Governmental Note following the Conversion Date, subject to the terms and conditions set forth therein, as such commitment may be amended, modified or supplemented from time to time.
“Freddie Mac Seller/Servicer” means Grandbridge Real Estate Capital LLC, as Freddie Mac’s seller/servicer under the Freddie Mac Commitment, or any of its successors or assigns under the Freddie Mac Commitment.
“Freddie Mac Seller/Servicer Purchase Price” means an amount equal to the Actual Project Loan Amount to be funded by the Freddie Mac Seller/Servicer on the Conversion Date.
“Funding Loan Agreement” means the Funding Loan Agreement attached hereto as Appendix C, which Funding Loan Agreement shall be executed, delivered and become effective on the Conversion Date.
“Governmental Authority” means any federal, State or local governmental or quasi-governmental entity, including, without limitation, any agency, department, commission, board, bureau, administration, service, or other instrumentality of any governmental entity.
“Governmental Note” means the Governmental Note attached hereto as Appendix A to the Funding Loan Agreement, which Governmental Note shall be executed, delivered and become effective on the Conversion Date.
“Governmental Obligations” means (a) noncallable, non-redeemable direct obligations of the United States of America for the full and timely payment of which the full faith and credit of the United States of America is pledged, and (b) obligations issued by a Person controlled or supervised by and acting as an instrumentality of the United States of America, the full and timely payment of the principal of, premium, if any, and interest on which is fully guaranteed as a full faith and credit obligation of the United States of America (including any securities described in
(a) or (b) issued or held in book-entry form on the books of the Department of the Treasury of the United States of America), which obligations, in either case, are not subject to redemption prior to maturity at less than par at the option of anyone other than the holder thereof.
“Governmental Requirements” means all laws, ordinances, orders, rules or regulations of any Governmental Authority applicable to the Project, the Issuer, the Borrower or any of the

Borrower’s assets or other properties, including without limitation, laws, ordinances, orders, rules and regulations relating to securities or other public disclosures, zoning, licenses, permits, subdivision, building, safety, health, and fire protection and all environmental laws.
“Guarantor[s]” individually and collectively, the Borrower; LRC GP, LLC., a Delaware limited liability company; Envolve Community Management, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; Envolve Communities, LLC., a Delaware limited liability company; and W. Daniel Hughes, Jr., a natural person.
“Guaranty” means the Environmental Indemnity, the Guaranty of Completion, the Guaranty of Operating Deficits and the Guaranty of Recourse Obligations, each dated as of the same date as this Indenture made by the Guarantor in favor of the Issuer.
“Guaranty of Completion” means the Absolute and Unconditional Guaranty of Completion, dated as of 	 1, 2026, from the Guarantors, jointly and severally, in favor of the Issuer and the Trustee.
“Guaranty of Operating Deficits” means the Continuing, Absolute and Unconditional Guaranty of Operating Deficits, dated as of 	 1, 2026, from the Guarantors, jointly and severally, in favor of the Issuer and the Trustee.
“Guaranty of Recourse Obligations” means the Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, dated as of 	 1, 2026, from the Guarantors, jointly and severally, in favor of the Issuer and the Trustee.
“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (“PCBs”) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; radon; Mold; toxic or mycotoxin spores; any substance the presence of which on the Mortgaged Property is prohibited by any federal, state or local authority; any substance that requires special handling; and any other material or substance (whether or not naturally occurring) now or in the future that (i) is defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “solid waste”, “pesticide”, “contaminant,” or “pollutant”, or otherwise classified as hazardous or toxic by or within the meaning of any Hazardous Materials Law, or (ii) is regulated in any way by or within the meaning of any Hazardous Materials Law.
“Hazardous Materials Laws” means all federal, state, and local laws, ordinances and regulations and standards, rules, policies and other governmental requirements, rule of common law (including, without limitation, nuisance and trespass), consent order, administrative rulings and court judgments and decrees or other government directive in effect now or in the future and including all amendments, that relate to Hazardous Materials or to the protection or conservation of the environment or human health and apply to Borrower or to the Mortgaged Property, including, without limitation, those relating to industrial hygiene, or the use, analysis, generation, manufacture, storage, discharge, release, disposal, transportation, treatment, investigation, or remediation of Hazardous Materials. Hazardous Materials Laws include, but are not limited to, the

Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, et seq., the Superfund Amendments and Reauthorization Act, the Solid Waste Disposal Act, the Clean Air Act, the Occupational Safety and Health Act, and their state analogs.
“Highest Rating Category” means, with respect to an Eligible Investment, that the Eligible Investment is rated by a Rating Agency in the highest rating given by that Rating Agency for that Rating Category, provided that such rating shall include but not be below Aa1 or Aa1/VMIG-1 if rated by Moody’s or A-1+ or AA+ if rated by S&P.
“Indenture” means this Trust Indenture, dated as of Febraury 1, 2026, by and between the Issuer and the Trustee, and any and all Supplements thereto.
“Independent” means any person not an employee or officer of the Borrower or its affiliates.
“Initial Deposit” means Eligible Funds in the amount of $	. “Initial Interest Rate” means 	%.
“Initial Mandatory Tender Date” means September 1, 2028.
“Initial Remarketing Date” means the Initial Mandatory Tender Date, but only if the conditions for remarketing the Bonds on such date as provided in Section 3.03 hereof are satisfied.
“Interest Payment Date” means (a) February 1 and July 1 of each year beginning July 1, 2026, (b) each Mandatory Tender Date and (c) each Redemption Date.
“Interest Period” means, initially, the period from the Closing Date to but not including first Interest Payment Date, and thereafter, the period commencing on each succeeding Interest Payment Date and ending on the last day of the month preceding the next Interest Payment Date.
“Interest Rate” means the Initial Interest Rate to but not including the Initial Mandatory Tender Date, as applicable, and thereafter the applicable Remarketing Rate; provided, however, commencing on the Conversion Date the Interest Rate shall be as set forth in the Funding Loan Agreement.
“Investor Member” means Hunt Capital Partners Tax Credit Fund 52, LP, a Delaware limited partnership, in its capacity as investor member in the Borrower, its permitted successors and assigns.
“Issuer” means the Osceola County Housing Finance Authority and any successor to its powers and duties under the Act.

“Issuer Documents” means the Loan Agreement, this Indenture, the Tax Regulatory Agreement, the Bond Purchase Agreement, the Tax Certificate and any and all documents, agreements or instruments executed by the Issuer in connection with the Loan.
“Issuer Fee” means
(i) the bond financing fee in the amount of $26,000 (0.1% of par amount of Bonds plus a $15,000 origination fee, a $10,000 application fee and a $5,000 closing fee), to be paid on or before the date of issuance of the Bonds, and (ii) in the event the Bonds are remarketed on the Mandatory Tender Date, an additional bond financing fee may be paid on or before the Mandatory Tender Date, subject to a pro rata reimbursement by the Issuer to the Borrower if and to the extent redemption occurs prior to the Maturity Date; provided, that such Issuer Fee does not include amounts due, if any, for extraordinary services and expenses of the Issuer; provided, further, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period (as defined in the Regulatory Agreement), Issuer Fee shall mean the Compliance Monitoring Fee; and
the Ongoing Issuer Fee.
Notwithstanding the foregoing, without creating a default or an Event of Default hereunder, the Borrower or the Investor Limited Partner may contest in good faith the necessity for any extraordinary expense and the amount of any fee, charge, or expense.
“Issuer Loan Agreement” means that certain Issuer Loan Agreement dated as of February 1, 2026 among the Borrower, the Issuer, the Trustee and Seltzer Management Group, Inc. a Florida corporation, as amended, supplemented or restated from time to time, and any successor agreement thereto.
“Issuer’s Obligations” means the obligations of the Issuer under the Bonds, this Indenture, and the other Documents to (a) pay the principal of and interest on the Bonds (including supplemental interest), when and as the same shall become due and payable (whether at the stated maturity thereof, or by acceleration of maturity or after notice of prepayment or otherwise) and,
(b) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Issuer is required, by the Bonds, this Indenture, or any of the other Documents, to perform and observe.
“Issuer Servicer” means Seltzer Management Group, Inc., its successors and assigns, or any other servicer appointed by the Issuer to service the Bonds pursuant to the Issuer Loan Agreement.
“Issuer Servicer Fee” means the fees and expenses to be paid to the Trustee for payment to the Issuer Servicer pursuant to the Issuer Loan Agreement.
“Loan” means the loan by the Issuer to the Borrower in the principal amount of
$26,000,000 made by the Issuer to the Borrower evidenced by the Note, described in the Loan Agreement and made in connection with the issuance of the Bonds.

“Loan Payments” means the amounts required to be paid by the Borrower in repayment of the Loan pursuant to the provisions of the Note and Section 4.02 of the Loan Agreement.
“Local Time” means Eastern time (daylight or standard, as applicable) in the State. “Managing Member” means EC Crestwood MM, LLC, a Florida limited liability company. “Mandatory Tender Date” means each date on which all Outstanding Bonds are subject to
mandatory tender as set forth in Section 3.01(b) hereof. “Maturity Date” means September 1, 2043.
“Maximum Interest Rate” means the interest rate equal to the lesser of: (a) 12% per annum, or (b) the maximum interest rate per annum permitted by applicable law.
“Moody’s” means Moody’s Ratings, and its successors and assigns, or if it is dissolved or no longer assigns credit ratings, then any other nationally recognized statistical rating agency, acceptable to the Remarketing Agent, that assigns credit ratings.
“Mortgage Lender” means M1 Bank, a state chartered bank organized under the laws of the State of Missouri, and any successors or assigns.
“Mortgage Loan” means the mortgage loan to be made by the Mortgage Lender to the Borrower in the principal amount of up to $[33,000,000] with respect to the Project, as described and provided for in the Mortgage Loan Documents.
“Mortgage Loan Documents” means the Mortgage Loan Security Instrument, the mortgage note, and all other documents required by the Mortgage Lender in connection with the Mortgage Loan.
“Mortgage Loan Security Instrument” means the Multifamily Deed of Trust, Security Agreement, Assignment of Rents, and Fixture Filing which will secure the Mortgage Loan, as the same may be amended, supplemented or restated.
“Negative Arbitrage Account” means the Negative Arbitrage Account of the Bond Fund created in Section 4.01 hereof.
“Note” means the Promissory Note dated the Closing Date from the Borrower to the Issuer in substantially the form attached as Appendix B to the Loan Agreement, and any amendments, Supplements or modifications thereto, which Note has been assigned by the Issuer to the Trustee.
“Notice Address” means, unless otherwise designated pursuant to Section 12.06 hereof:

As to the Issuer:

With copies to:

As to the Trustee:

With copies to:

As to the Borrower:

With copies to:

Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC 219 East Livingston Street
Orlando, FL 32801 Attention: George S. Flint

Latham Luna Eden & Beaudine, LLP 201 Orange Avenue, Suite 1400
Orlando, FL 32801
Attention: Jan A. Carpenter, Esq.

The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: 	

Akerman LLP
50 North Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Timothy Bramwell

EC Crestwood, LLC
c/o Envolve Communities, LLC 880 Montclair Road, Suite 650
Birmingham, AL 35213 Attention: Mr. Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 954-4458

Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, AL 36104 Attention: Walter H.C. McKay

And:

As to the Mortgage Lender:

c/o Hunt Capital Partners, LLC 15910 Ventura Boulevard, Suite 1100
Encino, CA 91436
Nixon Peabody LLP
799 9th Street NW Suite 500,
Washington, DC 20001-5327 Attention: Matthew W. Mullen

M1 Bank
7801 Forsyth Blvd.
Clayton, Missouri 63105 Attn: Ellen Vossbrink
Email: ellen.vossbrink@m1.bank

With copies to:

Husch Blackwell LLP
8001 Forsyth Boulevard, Suite 1500 St. Louis, Missouri 63105
Attn: Meredith Benage
Email: meredith.benage@huschblackwell.com

As to the Underwriter and Remarketing Agent:

With copies to:

Stifel, Nicolaus & Company, Incorporated 800 Shades Creek Parkway, Suite 750
Birmingham, AL 35209 Attention: 	

Tiber Hudson LLC
1800 M Street, N.W., Suite 350 South Washington, DC 20036
Attention: Kent Neumann, Esq. Telephone: (202) 973-0107
Telecopier: (202) 296-6990 Email: kent@tiberhudson.com

As to the Rating Agency:

Moody’s Ratings World Trade Center
250 Greenwich Street, 16th Floor New York, NY 10007
Attention: Public Finance Department — Housing Group Email: Housing@moodys.com
As to the Investor Member:
Hunt Capital Partners Tax Credit Fund 52, LP 15910 Ventura Boulevard, Suite 1100
Encino, CA 91436

With copies to:

As to the Freddie Mac Seller/Servicer:

Nixon Peabody LLP
799 9th Street NW Suite 500,
Washington, DC 20001-5327 Attention: Matthew W. Mullen

Grandbridge Real Estate Capital LLC 214 North Tryon Street, Suite 2000 Charlotte, North Carolina 28202 Attention: Loan Servicing Telephone: (734) 834-2082
Email: serah.lee@grandbridge.com

As to Freddie Mac:
Federal Home Loan Mortgage Corporation 8100 Jones Branch Drive, MS B4P McLean, VA 22102
Attention: Multifamily Operations - Loan Accounting Email: mfla@freddiemac.com
Telephone: (703) 714-4177
“Notice of Conversion” means a written notice to be delivered no fewer than fifteen (15) days prior to the Conversion Date by the Freddie Mac Seller/Servicer to the Issuer, the Trustee, the Borrower, the Mortgage Lender and Freddie Mac (i) stating that the Conditions to Conversion have been satisfied on or before the Forward Commitment Maturity Date or, if any Condition to Conversion has not been satisfied on or before the Forward Commitment Maturity Date, stating that such Condition to Conversion has been waived in writing by Freddie Mac (if a waiver is permitted and is granted by Freddie Mac, in its sole and absolute discretion) on or before the Forward Commitment Maturity Date and (ii) confirming the Conversion Date.

“Official Statement” means the Official Statement dated February   , 2026, relating to the
Bonds.
“Ongoing Issuer Fee” means [an annual fee to cover the administrative expenses incurred
by the Issuer in the issuance and carrying of the Bonds in an annual amount equal to ten basis points (.10%) of the then outstanding principal amount of Bonds as of each July 1 (without regard to any redemption on such date) subject to a minimum annual administrative fee until the end of the earlier of the calendar year in which Bonds reach the Maturity Date or the calendar year in which the Bonds are redeemed or defeased in full, or if later, the end of the Qualified Project Period (as defined in the Regulatory Agreement), of $5,000.00, payable in annual installments in arrears on each July 1, commencing on July 1, 2026; provided, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period, Issuer Fee shall mean the Compliance Monitoring Fee. The Ongoing Issuer Fee shall be due and payable so long as any Bonds remain Outstanding, but in all events, through the last day of the Qualified Project Period. The Ongoing Issuer Fee shall not include the Compliance Monitoring Fee.]
“Operating Agreement” means the First Amended and Restated Operating Agreement of the Borrower, dated the Closing Date, as it may be amended in accordance with the Borrower Documents and the Mortgage Loan Documents.
“Opinion of Counsel” means an opinion from an attorney or firm of attorneys, acceptable to the Trustee, with experience in the matters to be covered in the opinion.
“Optional Call Date” means any date on or after March 1, 2028.
“Outstanding,” “outstanding” or “Bonds Outstanding” when used with respect to the Bonds means any Bonds theretofore authenticated and delivered under this Indenture, except:
Bonds theretofore canceled by the Trustee or theretofore delivered to the Trustee for cancellation;
Bonds for the payment of which moneys or obligations shall have been theretofore deposited with the Trustee in accordance with Article VIII; or
Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture.
“Permanent Loan Purchase Fund” means the fund established pursuant to Section 4.01
hereof.
“Permanent Phase” means the permanent phase of the Loan, which time period shall
commence on the Conversion Date and remain in effect through the remaining term of the Loan.
“Person”	shall	include	an	individual,	association,	unincorporated	organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof.
“Project” means the multifamily rental housing project located in St. Cloud, Florida known as Crestwood Apartments, which, upon completion, will contain approximately 216 affordable

rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses.
“Project Fund” means the Project Fund established pursuant to Section 4.01 hereof. “Project Loan Agreement” means the Project Loan Agreement attached hereto as
Appendix D, which Project Loan Agreement shall be executed, delivered and become effective on the Conversion Date.
“Qualified Project Costs” means any expenditures which (a) are incurred not more than 60 days prior to the date on which the issuer first declared its “official intent” (within the meaning of Treasury Regulation Section 1.150-2) with respect to the Project (other than preliminary expenditures with respect to the Project in an amount not exceeding 20% of the aggregate principal amount of the Bonds); (b) are made exclusively to provide facilities and improvements that constitute part of a “qualified residential rental project” within the meaning of Section 142(d) of the Code; and (c) are properly chargeable to the Project’s capital account under general federal income tax principles or that would be so chargeable with a proper election or but for a proper election by the Borrower to deduct such expenditure. However, “Qualified Project Costs” do not include (i) issuance costs of the Bonds (within the meaning of Section 147(g) of the Code) or
(ii) any fee, charge or profit payable to the Borrower or a “related person” (within the meaning of Section 144(a)(3) of the Code) of the Borrower. As used herein, the term “preliminary expenditures” includes architectural, engineering, surveying, soil testing and similar costs that were incurred prior to the commencement of construction of the Project, but does not include land acquisition, site preparation and similar costs incident to commencement of construction of the Project.
“Rating Agency” means any national rating agency then maintaining a rating on the Bonds, and initially means Moody’s.
“Rating Category” means one of the generic rating categories of the Rating Agency. “Rebate Amount” means the amount, if any, which is to be paid to the United States of
America pursuant to the Section 148(f) of the Code and Section 4.06 hereof.
“Rebate Analyst” means a certified public accountant, financial analyst or attorney, or any firm of the foregoing, or a financial institution (which may include the Trustee) experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of the Code and selected by the Issuer at the expense of the Borrower to calculate the Rebate Amount or, in the event that the Issuer fails to so select a Rebate Analyst and the Borrower fails to pay such fee one month prior to any date on which calculations are required to be made, any qualified person retained by the Trustee to calculate the Rebate Amount. The initial Rebate Analyst will be Tiber Hudson LLC.
“Rebate Fund” means the Rebate Fund established pursuant to Section 4.01 hereof. “Record Date” means the 15th day of the month preceding any Interest Payment Date.

“Redemption Date” means any date hereunder on which the Bonds are subject to redemption, including (a) the Maturity Date, (b) the date of acceleration of the Bonds, or (c) pursuant to Section 3.04 or 3.05 hereof.
“Remarketing Agent” means Stifel, Nicolaus & Company, Incorporated or any successor as Remarketing Agent designated in accordance with Section 10.24 hereof.
“Remarketing Agent’s Fee” means the fee of the Remarketing Agent for its remarketing services.
“Remarketing Agreement” means the Remarketing Agreement, dated as of February 1, 2026 by and between the Borrower and the Remarketing Agent, as amended, supplemented or restated from time to time, or any agreement entered into in substitution therefor.
“Remarketing Date” means the Initial Remarketing Date and, if the Bonds Outstanding on such date or on any subsequent Remarketing Date are remarketed pursuant to Section 3.03 for a Remarketing Period that does not extend to the final maturity of the Bonds, the day after the last day of the Remarketing Period.
“Remarketing Expenses” means the costs and expenses incurred by the Trustee and its counsel, the Remarketing Agent and its counsel, the Issuer and its counsel, and Bond Counsel in connection with the remarketing of the Bonds, including bond printing and registration costs, costs of funds advanced by the Remarketing Agent, registration and filing fees, rating agency fees and other costs and expenses incurred in connection with or properly attributable to the remarketing of Bonds as certified to the Trustee by the Remarketing Agent in writing.
“Remarketing Notice Parties” means the Borrower, the Investor Member, the Issuer, the Trustee, the Remarketing Agent, the Managing Member and the Mortgage Lender.
“Remarketing Period” means the period beginning on a Remarketing Date and ending on the earlier of (i) the last day of the term for which Bonds are remarketed pursuant to Section 3.03,
(ii) the Conversion Date or (iii) the final Maturity Date of the Bonds.
“Remarketing Proceeds Account” means the Remarketing Proceeds Account of the Bond Fund established pursuant to Section 4.01 hereof.
“Remarketing Rate” means the interest rate or rates established pursuant to Section 2.01 and borne by the Bonds then Outstanding from and including each Remarketing Date to, but not including, the next succeeding Remarketing Date or the final Maturity Date of the Bonds, as applicable.
“Requisition” means the written request to make a disbursement from the Project Fund in substantially the form attached as Appendix B hereto, submitted in the manner provided pursuant to Section 5.02 hereof.
“Reserved Rights of the Issuer” shall mean (a) all rights which the Issuer and its officers, officials, directors, agents and employees may have under this Indenture, the Loan Agreement and the Tax Regulatory Agreement to indemnification by the Borrower and by any other persons and

to payments for expenses incurred by the Issuer itself, or its officers, officials, directors, agents or employees; (b) the right of the Issuer to give and receive notices, reports, certifications, or other information hereunder, under the Loan Agreement and under the Tax Regulatory Agreement; (c) the right of the Issuer to receive its fees and expenses; (d) the Issuer’s approval rights; (e) the rights of the Issuer with respect to inspections; (f) the rights of the Issuer with respect to publicity and signage; (g) the notification, indemnification and enforcement rights of the Issuer in Section 6.02 of the Loan Agreement; (h) the rights of the Issuer with respect to limited liability; (i) all rights of the Issuer to enforce the covenants and agreements and to take action for the breach of any representation or warranty of the Borrower pertaining in any manner or way, directly or indirectly, to the requirements of the Act or any requirements imposed by the Issuer with respect to the Project, or necessary to assure that interest on the Bonds is excluded from gross income for federal income tax purposes, as are set forth in any of the Documents, including any certificate or agreement executed by the Borrower; (j) all rights of the Issuer in connection with any amendment to or modification of any of this Indenture and the Loan Agreement, or the Tax Regulatory Agreement insofar as any such amendment or modification would affect the Reserved Rights of the Issuer; (k) all approval rights of the Issuer relating to rent increases as provided in Section 5.2 of the Tax Regulatory Agreement; and (l) all enforcement rights with respect to the foregoing. All of the foregoing rights of the Issuer under this Indenture, the Tax Regulatory Agreement and the Loan Agreement are reserved to the Issuer, as none of these rights under this Indenture, the Tax Regulatory Agreement or the Loan Agreement are being assigned by the Issuer to the Mortgage Lender.
“Revenues” means (a) the Loan Payments, (b) the Eligible Funds received by the Trustee for deposit into the Collateral Fund, (c) all other money received or to be received by the Trustee in respect of repayment of the Loan, including without limitation, all money and investments in the Bond Fund, (d) any money and investments in the Special Funds, and (e) all income and profit from the investment of the foregoing moneys. The term “Revenues” does not include any money or investments in the Rebate Fund, the Expense Fund and the Costs of Issuance Fund (but only to the extent such moneys are not proceeds of the Bonds), amounts paid as fees, reimbursement for expenses or for indemnification of the Issuer and the Trustee, or amounts paid to or collected by the Issuer in connection with any Reserved Rights of the Issuer.
“Securities Depository” means the Depository Trust Company, its successors and assigns, or any other securities depository for the Bonds designated by the Issuer or the Borrower to the Trustee in writing.
“Special Funds” means, collectively, the Project Fund, the Collateral Fund and the Bond Fund, and any accounts therein, all as established pursuant to this Indenture.
“Special Member” means Obsidio Durum, LLC, a Delaware limited liability company, in its capacity as special member in the Borrower, its permitted successors and assigns.
“State” means the State of Florida.
“Subordinate Lender” means Summit Crestwood Apartments, Ltd., an Alabama limited partnership, as maker of the Subordinate Seller Loan.

“Subordinate Seller Loan” means the loan in the principal amount of $17,500,000 from the Subordinate Lender to the Borrower.
“Supplement” or “Supplements” means any and all extensions, renewals, modifications, amendments, supplements and substitutions.
“Tax Certificate” means the Tax Compliance Agreement and No Arbitrage Certificate dated the Closing Date between the Issuer and the Borrower.
“Tax Regulatory Agreement” means the Land Use Restriction Agreement dated as of the same date as this Indenture by and among the Issuer, the Trustee and the Borrower relating to the Bonds, and any and all modifications thereof, amendments and Supplements thereto and substitutions therefor.
“Term of Agreement” means the term of the Loan Agreement as specified in Section 8.01 of the Loan Agreement.
“Title Company” means Fidelity National Title Company.
“Trust Estate” has the meaning given such term in the Granting Clauses of this Indenture.
“Trust Office” means the trust office of the Trustee located at the address set forth in Article I hereof or such other office designated by the Trustee from time to time, or such other offices as may be specified in writing to the Issuer by the Trustee.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, organized and existing under the laws of the United States and authorized to conduct business in the State, and its successor or successors in the trust created by this Indenture.
“Trustee’s Fee” means shall mean the Trustee’s initial acceptance fee of $[3,500] plus reasonable fees and expenses of its counsel in conjunction with the issuance of the Bonds and the ongoing compensation and expenses payable to the Trustee as follows:
the annual administration fees of the Trustee, for the ordinary services of the Trustee rendered under this Trust Indenture during each twelve-month period shall be $4,500 per annum, payable in $2,250 semiannual installments in advance on the Closing Date and each February 1 and July 1 thereafter (the “Trustee Annual Fee”);
the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and/or reimbursement for extraordinary expenses incurred by it under this Trust Indenture as and when the same become due, including reasonable fees and expenses of legal counsel and internal default administrators (including fees prior to litigation, at trial or for appellate proceedings); provided, however, that the Trustee shall not be required to undertake any such extraordinary services unless provision for payment of extraordinary expenses satisfactory to the Trustee shall have been made; and
for purposes of the Loan Agreement, indemnification of the Trustee by the Borrower.

“Undelivered Bond” means any Bond that is required under this Indenture to be delivered to the Remarketing Agent or the Trustee for purchase on a Mandatory Tender Date but that has not been received on the date such Bond is required to be so delivered.
“Underwriter” means Stifel, Nicolaus & Company, Incorporated.
Section 1.02. Rules of Construction.
The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer to this Indenture in its entirety.
The terms “agree” and “agreements” contained herein are intended to include and mean “covenant” and “covenants.”
References to Articles, Sections, and other subdivisions of this Indenture are to the designated Articles, Sections, and other subdivisions of this Indenture.
The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof.
All references made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (b) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well.
Any reference to particular sections or subsections of the Code and applicable Income Tax Regulations shall include any successor provisions of law or regulations, to the extent the same shall apply to the Bonds.
Any reference to a Bond or to the Bonds shall include each portion in the minimum Authorized Denomination of any registered bond having a denomination greater than the minimum Authorized Denomination.
Section 1.03. Determinations.
The Issuer has determined that the issuance of the Bonds under this Indenture is necessary to achieve a valid public purpose of the Issuer under the Act: to increase the housing supply for families of limited income, to alleviate the shortage of adequate safe and sanitary housing of families of low and moderate income and to promote community development.
The Issuer is issuing the Bonds with the intent and expectation that the income from the Bonds will be generally excludable from the Bondholder’s gross income under the Code as determined by the Issuer and pursuant to an opinion of Bond Counsel (subject to customary limitations).

ARTICLE II

CREATION OF BONDS; DETAILS OF THE BONDS
Section 2.01. Authorization and Terms of Bonds.
Authorization of Bonds. The Issuer hereby authorizes for issuance under this Indenture, bonds in the original aggregate principal amount of $26,000,000, which shall be designated “Osceola County Housing Financing Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B,” to be issued as hereinafter provided.
Registered Form; Numbering. The Bonds shall be issuable only as fully registered Bonds in Authorized Denominations, substantially in the form, appropriately completed, attached hereto as Appendix A and made a part hereof. The Bonds shall be lettered “R,” and shall be numbered separately from “1” consecutively upward.
Date, Denominations, Dates from Which Interest Payable, Interest Rate and Maturity. The Bonds shall be dated the Closing Date, shall be issued in Authorized Denominations, and shall bear interest on the principal amount Outstanding from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided for, from their date of initial delivery, payable on each Interest Payment Date. The Bonds shall bear interest for each Interest Period at the Interest Rate all as more specifically set forth hereinafter. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Bonds shall mature on the Maturity Date, subject to Mandatory Tender for purchase as set forth in Section 3.01 hereof.
Initial Interest Rate. From the Closing Date to, but not including, the Initial Mandatory Tender Date, the interest rate on the Bonds shall be the Initial Interest Rate. On the Initial Mandatory Tender Date, the Bonds shall be subject to Mandatory Tender pursuant to Section 3.01 hereof. If insufficient funds are available to pay the purchase price on the Bonds following such Mandatory Tender on the Initial Mandatory Tender Date, the Bonds shall accrue interest at the Maximum Interest Rate until funds are available for payment of the purchase price, with interest being paid monthly on the first Business Day of each month.
Establishment of Remarketing Rate. The Remarketing Agent shall establish the interest rate on the Bonds Outstanding for each Remarketing Period at the Remarketing Rate in accordance with this Section 2.01. Not less than ten (10) Business Days preceding each Remarketing Date, the Remarketing Agent, taking into consideration prevailing market conditions, shall, using its best professional judgment, determine the minimum rate(s) of interest which, if borne by the Bonds then Outstanding for the Remarketing Period specified by the Remarketing Agent at the direction of the Borrower as provided in Section 3.03 hereof shall offer for sale and use its best efforts to sell the Bonds Outstanding on the Remarketing Date at a price equal to 100% of the principal amount of such Bonds plus, if such Remarketing Date is a date other than a scheduled Interest Payment Date, accrued interest on such Bonds from the preceding Interest Payment Date to which interest has been paid. The rate of interest determined in accordance with the previous sentence shall be the Remarketing Rate for the specified Remarketing Period; provided that if the rate of interest so determined for such period would exceed the maximum

interest rate per annum permitted by applicable law, the Bonds Outstanding shall be remarketed for the longest Remarketing Period for which the minimum rate of interest that would enable such Bonds to be remarketed at a price equal to 100% of the principal amount of such Bonds that would not exceed the maximum interest rate permitted by applicable law. Notwithstanding the foregoing, if the rate of interest so determined for any Remarketing Period would exceed the Maximum Interest Rate permitted by applicable State law, the Bonds Outstanding shall not be remarketed.
Notice of Remarketing Rate. The Remarketing Agent shall, upon determination of the Remarketing Rate and Remarketing Period, immediately (and in no event later than the Business Day following the day on which the Remarketing Agent makes its determination of the Remarketing Rate and the Remarketing Period) give notice of its determination by telephone or telecopy, promptly confirmed in writing within ten (10) Business Days, to the Trustee, the Issuer, the Borrower and the Investor Member. The Remarketing Rate and the Remarketing Period shall be conclusive and binding upon the Trustee, the Issuer, the Borrower and the Holders for the purposes of this Indenture.
Book-Entry Form. Initially, the Bonds shall be in Book-Entry Form by issuing a single bond in the amount of $26,000,000, registered in the name of Cede & Co. (defined below), as nominee for DTC (defined below). In the event DTC discontinues its service with respect to the Bonds and the Book-Entry System is terminated, replacement Bonds shall be issued in Authorized Denominations.
Medium and Place of Payment. Principal of and interest on the Bonds shall be payable in lawful money of the United States of America which, at the respective times of payment, is legal tender for the payment of public and private debts, but only from the Revenues and any other monies made available to the Issuer for such purpose. Principal of the Bonds shall be payable at the Trust Office upon presentation and surrender of the Bonds as the same become due, and upon the request of any registered Owner of Bonds on the applicable Record Date having an aggregate principal amount of $1,000,000 or more, such principal shall be paid by wire transfer of immediately available funds from the Trustee to the bank and account number specified by such Owner in writing to the Trustee. Interest on the Bonds shall be payable to each registered Owner of the Bonds by check or draft mailed to such Owners at their addresses as they appear on registration books kept by the Trustee as Bond Registrar, or, upon the request of any registered Owner of Bonds having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the bank and account number specified by such Owner in writing to the Trustee at least three (3) Business Days prior to the applicable payment date.
Form of Bonds. The definitive Bonds, which may be printed, typewritten, photocopied, or otherwise reproduced, including the Trustee’s Certificate of Authentication to be endorsed thereon, shall be substantially in the form as set forth in Appendix A attached hereto with such appropriate variations, omissions and insertions as permitted or required by this Indenture.
Payments or Actions to be taken on Saturdays, Sundays and Holidays. In any case where the date of any action required hereunder to be taken or the date of maturity of interest on or principal of the Bonds, shall not be a Business Day, then payment of interest or principal or the taking of such action need not be made or taken on such date but may be made on the next

succeeding Business Day with the same force and effect as if made on the date of maturity or the date such action was to be taken.
Section 2.02. Source of Payment of Bonds.
The Issuer shall be obligated to pay the principal of and the interest on the Bonds only out of (a) the Revenues pledged for the payment thereof under this Indenture, (b) the amounts held in any fund or account created under this Indenture, other than amounts held in the Rebate Fund, the Expense Fund and the Costs of Issuance Fund, and (c) from any other moneys held pursuant to the Trust Estate. Nothing in the Bonds or in this Indenture shall be construed as pledging any other funds or assets of the Issuer. All the Bonds to be issued hereunder shall be equally and ratably secured, to the extent provided herein, by this Indenture.
Section 2.03. Execution of Bonds.
The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of an authorized officer of the Issuer, and the seal of the Secretary or a facsimile thereof shall be impressed or otherwise reproduced thereon and attested by the manual or facsimile signature of an authorized officer of the Issuer. In case any authorized officer of the Issuer whose signature or a facsimile of whose signature shall appear on any of the Bonds shall cease to be an authorized officer of the Issuer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such authorized officer of the Issuer had remained in office until delivery. Furthermore, it shall not be necessary that the same authorized officer of the Issuer sign all of the Bonds that may be issued hereunder at any one time or from time to time.
Section 2.04. Certificate of Authentication.
Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in the form of the Bond herein provided and duly executed by the Trustee shall be entitled to any right or benefit under this Indenture. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been executed by it if manually signed by an authorized officer of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Bonds issued hereunder. At the time of authentication of any Bond, the Trustee shall insert therein the date from which interest on such Bond shall be payable as provided in Section 2.01(c).
Section 2.05. Authentication and Delivery of Bonds.
The Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate the Bonds and deliver them to the purchaser or purchasers as may be directed by the Issuer as provided in this Section.
Prior to the authentication by the Trustee of the Bonds, there shall have been filed with the Trustee:

A copy, certified by the Chairperson or Vice Chairperson of the Board of Directors or the Executive Director of the Issuer, of all resolutions adopted and proceedings had by the Issuer relating to the Bonds, authorizing the execution, delivery and performance of this Indenture and the Loan Agreement;
An original, fully executed counterpart of this Indenture;
An original, fully executed counterpart of the Loan Agreement, the Compliance Monitoring Agreement, the Issuer Servicer Agreement, the Tax Regulatory Agreement, the Tax Certificate and the original, fully executed Note;
An opinion of Bond Counsel with respect to the exclusion from gross income for federal and State income tax purposes of interest payable on the Bonds and the Governmental Note;
Opinions of Counsel addressed to the Issuer and the Trustee, of a law firm or law firms (who may be independent counsel) to the effect that the Bonds and the Documents have been duly executed and delivered by each of the parties thereto and constitute valid and binding obligations of each such party, and are enforceable against each such party in accordance with their respective terms, subject to bankruptcy, insolvency or other laws affecting creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of equity, such principles of equity as the court having jurisdiction may impose;
A request and authorization signed by an authorized officer of the Issuer authorizing the Trustee to authenticate and to deliver the Bonds to the purchaser or purchasers therein identified upon payment to the Trustee for the account of the Issuer of the amount specified in such request and authorization plus accrued interest, if any, thereon to the date of delivery;
The Initial Deposit; and
Written evidence from the Rating Agency confirming that the Bonds have been assigned a rating of [“Aa1/VMIG 1”] [“Aa1”];
The proceeds from the sale of the Bonds shall be paid over directly to the Trustee and deposited to the credit of the Project Fund, as provided under Article V hereof.
Section 2.06. Temporary Bonds.
Until Bonds in definitive form are ready for delivery, the Issuer may execute, and upon its request in writing, the Trustee shall authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, typewritten or photocopied Bonds in temporary form, substantially of the tenor of the Bonds herein described, and with appropriate omissions, variations and insertions. Such Bond or Bonds in temporary form shall be delivered in denominations authorized by this Indenture, may be numbered using the prefix “T” before any number thereon as authorized by this Indenture, and may bear a legend thereon setting forth the terms for the exchange thereof for Bonds in definitive form. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit of this Indenture. The Issuer shall, without unreasonable delay (unless the Holders of the Bonds issued in temporary

form agree otherwise), prepare, execute and deliver to the Trustee, and thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form, the Trustee shall authenticate and deliver, in exchange therefor, a Bond or Bonds in a definitive authorized form in Authorized Denominations, of the same maturity or maturities, bearing the same interest rate or rates and for the same aggregate principal amount as the Bond or Bonds in temporary form surrendered. Such exchange shall be made by the Issuer at the Borrower’s expense and without making any charge to the Holders of the Bonds therefor.
Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds.
In the event any Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Trustee may authenticate a new Bond of like date, maturity, interest rate and denomination as that of the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the Issuer and the Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Trustee, together with indemnity satisfactory to them. The Trustee may, with the consent of the Holder, provide to the Holder a typewritten (or similarly reproduced) Bond certificate in lieu of a printed Bond certificate. In the event any such Bond shall have matured, instead of issuing a duplicate Bond the Trustee may pay the same without surrender thereof. The Issuer and the Trustee may charge the Holder of such Bond their expenses and reasonable fees, if any, in connection with the preparation, execution and authentication of a replacement Bond.
Section 2.08. Registration, Negotiability, Transfer and Exchange of Bonds.
All of the Bonds issued under this Indenture shall be negotiable, subject to the provisions for registration and transfer contained in this Indenture and in the Bonds. So long as any of the Bonds shall remain outstanding, the Issuer shall maintain and keep at the Trust Office, books for the registration and transfer of Bonds; and, upon presentation thereof for such purpose at such office, the Trustee shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as the Issuer or the Trustee may prescribe, any Bond entitled to registration or transfer.
Each Bond shall be transferable only upon the books of the Issuer maintained for such purpose by the Trustee, at the written request of the registered Owner thereof or his attorney duly authorized in writing, upon presentation and surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or his attorney duly authorized in writing. Upon the surrender for transfer of any Bond, the Issuer shall issue, and the Trustee shall authenticate, in the name of the transferee, in Authorized Denominations, a new Bond or Bonds without coupons of the same aggregate principal amount, series, maturity and interest rate as the surrendered Bond.
The Issuer and the Trustee may deem and treat the person in whose name any Outstanding registered Bond shall be registered upon the books of the Issuer as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered Owner or upon his order shall be valid and effectual to

satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.
For every exchange or transfer of Bonds, whether temporary or definitive, the Issuer or the Trustee may make a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or transfer which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture to the contrary, any expenses of the Issuer or the Trustee incurred in connection therewith (except any applicable tax or other governmental charge) shall be paid by the Borrower as required by the Loan Agreement. The Issuer shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding an interest payment date on the Bonds.
Section 2.09. Obligation of Issuer Limited.
The Bonds, together with interest thereon, do not constitute an indebtedness to which the faith and credit of the Issuer or the State are pledged but are special limited obligations of the Issuer payable solely from (a) the Revenues pledged for the payment thereof under this Indenture,
(b) the amounts held in any fund or account created under this Indenture, other than amounts held in the Rebate Fund, the Expense Fund and the Costs of Issuance Fund, and (c) from any other moneys held pursuant to the Trust Estate, and shall be a valid claim of the respective Holders thereof only against the Trust Estate, which is hereby assigned for the equal and ratable payment of the Bonds and the interest thereon and shall be used for no other purpose than to pay the principal of and interest on the Bonds, except as may be otherwise expressly authorized in this Indenture.
THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE TRUST ESTATE PLEDGED TO SUCH PURPOSES IN THE MANNER AND TO THE EXTENT PROVIDED IN THIS INDENTURE AND NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE STATE OF FLORIDA, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER.
Section 2.10. Cancellation and Destruction of Bonds.
All Bonds that have been surrendered for payment, cancellation or for registration of transfer or exchange pursuant to Section 2.08 shall be cancelled and destroyed by the Trustee and shall not be reissued, and a counterpart of the certificate of destruction evidencing such destruction shall be furnished by the Trustee to the Issuer and, upon written request therefor, to the Borrower and the Investor Member. Any Bonds so cancelled may be retained by the Trustee for such period of time as the Trustee may determine and shall be destroyed by the Trustee at the end of such period. Any Bonds so cancelled shall thereafter no longer be considered Outstanding for any purpose of this Indenture or the Loan Agreement.

Section 2.11. Book-Entry System.
Except as provided in subparagraph (c) of this Section 2.11, the registered owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same-day funds to the account of Cede on the interest payment date for the Bonds at the address indicated for Cede in the registration books of the Issuer kept by the Trustee.
The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds. The Issuer and the Trustee may treat as and deem DTC to be the absolute owner of each Bond for the purpose of payment of the principal of and interest on such Bond, and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Issuer to make payments of principal of and interest on the Bonds pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in this Indenture shall refer to such new nominee of DTC.
(i)  DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in this Indenture.
The Issuer, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Issuer determines that:
(1) DTC is unable to discharge its responsibilities with respect to the Bonds or (2) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede, as nominee of DTC, is not in

the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Issuer, or restricted registration is no longer in effect, Bond certificates will be delivered as described in this Indenture.
Upon the termination of the services of DTC with respect to the Bonds pursuant to subparagraph (c)(i) of this Section 2.11, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subparagraph (c)(ii) of this Section 2.11 after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Issuer, is willing and able to undertake such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee in the name of Cede as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the applicable Representation Letter of the Issuer addressed to DTC, dated the date of delivery and issuance of the Bonds.
In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture by the Issuer or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Issuer or the Trustee, as the case may be, shall establish a special record date for such consent or other action and give DTC notice of such special record date not less than fifteen (15) calendar days in advance of such special record date to the extent possible.
Section 2.12. Conversion.
If the Notice of Conversion is issued in the timeframe required under the Construction Phase Financing Agreement and all conditions with respect thereto and with respect to the purchase of the Governmental Note are satisfied, Conversion will occur on the Conversion Date indicated in such Notice of Conversion. If the Notice of Conversion is not so issued or all conditions with respect thereto and with respect to the funding of the Funding Loan are not so satisfied, then Conversion will not occur and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any obligations with respect to the purchase of the Governmental Note or otherwise with respect to the Loan or the Project.
If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date, Conversion will occur on the Conversion Date and, on such Conversion Date, (i) the Bonds shall be subject to mandatory tender in accordance with Section 3.01 hereof, (ii) the proceeds of the Freddie Mac Seller/Servicer Purchase Price shall be delivered, at the direction of the Freddie Mac Seller/Servicer, to the Trustee for deposit into the Permanent Loan Purchase Fund,
(iii) the purchase price of the Bonds shall be paid with amounts on deposit in the Collateral Fund and in the Permanent Loan Purchase Fund (and other Eligible Funds hereunder), (iv) a portion of the principal amount of the Bonds shall be cancelled such that the principal amount outstanding

equals the Actual Project Loan Amount (as determined by the Freddie Mac Seller/Servicer at such time), (iv) the Bonds shall be removed from the Book-Entry System and converted into a physical Governmental Note (in the form attached to the Funding Loan Agreement) which shall be purchased by the Freddie Mac Seller/Servicer, (v) the Funding Loan Agreement attached hereto as Appendix C and the Project Loan Agreement attached hereto as Appendix D shall be delivered by the respective parties and become effective and shall supersede this Indenture and the Loan Agreement, respectively, (vi) tax credit equity, along with other funds of the Borrower shall be delivered to the Title Company, (vii) the Mortgage Loan shall be paid in part with amounts on deposit in the Collateral Fund (pursuant to Section 4.08(c) hereof) and in part with amounts held by the Title Company, as applicable and (viii) all security related to the Mortgage Loan shall be released or assigned to the Freddie Mac Seller/Servicer. If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date, the Loan will not convert from the Construction Phase to the Permanent Phase, and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any obligation with respect to the purchase of the Governmental Note.
Provided all Conditions to Conversion are satisfied, the Issuer and Trustee agree to execute and deliver the Funding Loan Agreement, the Governmental Note and Project Loan Agreement on the Conversion Date, subject to the completion of the attached forms, including filling in the Conversion Date, the Actual Project Loan Amount and attaching the final amortization schedule in accordance with subsection (d) below.
The Governmental Note shall mature on the Maturity Date, subject to earlier prepayment as provided in the Funding Loan Agreement. The unpaid principal balance of the Governmental Note shall be paid on the dates and in the amounts set forth on the initial Funding Loan Amortization Schedule provided by or on behalf of the Freddie Mac Seller/Servicer to the Trustee on the Closing Date and attached as Schedule 1 to the Governmental Note (the “Funding Loan Amortization Schedule”) if the Conversion Date occurs on or prior to the initial Forward Commitment Maturity Date. If the Forward Commitment Maturity Date is extended by Freddie Mac in accordance with the Freddie Mac Commitment and the Construction Phase Financing Agreement, the first principal payment date under the Funding Loan Amortization Schedule shall automatically be extended to the first day of the month immediately succeeding the Conversion Date (with the succeeding principal installments remaining consistent with the original schedule but for them occurring on later dates). Additionally, in the event the outstanding amount of the Funding Loan on the Conversion Date is less than the starting principal amount set forth in the initial Funding Loan Amortization Schedule, a new Funding Loan Amortization Schedule will be generated on the Conversion Date at such lesser outstanding principal amount based on the parameters set forth in the Freddie Mac Commitment. In the event the initial Funding Loan Amortization Schedule is modified in accordance with this Section 2.12(d), a replacement Funding Loan Amortization Schedule will be provided by the Freddie Mac Seller/Servicer which will be attached to the Governmental Note on the Conversion Date.
In addition to the Conditions to Conversion set forth in the Freddie Mac Commitment and the Construction Phase Financing Agreement, Conversion shall be conditioned upon the delivery of the items set forth in Section 2.10 of the Funding Loan Agreement.

ARTICLE III

MANDATORY TENDER AND REMARKETING OF BONDS
Section 3.01. Mandatory Tender.
All Outstanding Bonds shall be subject to mandatory tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase price for each such Bond shall be payable in lawful money of the United States of America by check or draft, shall equal 100% of the principal amount to be purchased and accrued interest, if any, to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date. Notwithstanding the foregoing, if the Notice of Conversion has not been delivered establishing the Conversion Date and resulting Mandatory Tender Date the Bonds must be remarketed on such Mandatory Tender Date subject to meeting the requirements set forth below.
The Mandatory Tender Dates shall consist of (i) the earliest of (A) the Initial Mandatory Tender Date, (B) the Conversion Date and (C) the Forward Commitment Maturity Date, and (ii) any subsequent dates for mandatory tender of the Bonds established by the Borrower with the consent of the Remarketing Agent in connection with a remarketing of the Bonds pursuant to Section 3.03 hereof.
While tendered Bonds are in the custody of the Trustee pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Mandatory Tender Date is to be paid as if such Bonds had not been tendered for purchase.
Notwithstanding anything herein to the contrary, any Bond tendered under this Section 3.01 will not be purchased if such Bond matures or is redeemed on or prior to the applicable Mandatory Tender Date.
The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the following priority: (i) amounts representing proceeds of remarketed Bonds deposited in the Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (ii) on the Conversion Date, amounts on deposit in the Permanent Loan Purchase Fund, to pay the tender price of Bonds tendered for purchase in an amount equal to the Actual Project Loan Amount, (iii) on any Mandatory Tender Date other than the Conversion Date, amounts on deposit in the Collateral Fund (and/or other Eligible Funds hereunder), to pay the principal amount of Bonds tendered for purchase, (iv) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest; if any, on Bonds tendered for purchase, (v) any available interest earnings on amounts on deposit in the Project Fund to pay the accrued interest, if any, on the Bonds tendered for purchase and (vi) any other Eligible Funds available or made available for such purpose at the direction of the Borrower, with the consent of the Issuer.
Bonds shall be deemed to have been tendered for purposes of this Section 3.01 whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee, and subject to the right of the Holders of such Undelivered Bonds to receive the purchase price of such Bonds

and interest accrued thereon to the Mandatory Tender Date, such Undelivered Bonds shall be null and void. If such Undelivered Bonds are to be remarketed, the Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Undelivered Bonds.
With respect to any mandatory tender on the Conversion Date, at the written direction of the Borrower, the Trustee shall sell or redeem Eligible Investments on deposit in the Project Fund and Collateral Fund and use the proceeds thereof, along with any deposit of Eligible Funds from the Borrower as described in (h) below, to redeem Bonds in the Conversion Redemption Amount at the mandatory redemption price thereof.
In the event of a mandatory tender prior to the Initial Mandatory Tender Date, the Borrower shall comply with the provisions of Section 6.01(e) hereof not less than two Business Days prior to the applicable Mandatory Tender Date.
Section 3.02. Mandatory Tender Notice.
Not less than thirty (30) days preceding a Mandatory Tender Date (or ten (10) days in connection with a Mandatory Tender Date that is the Conversion Date), the Trustee shall give written notice of mandatory tender to the Holders of the Bonds then Outstanding (with a copy to the Borrower, the Investor Member, and the Remarketing Agent) by first class mail, postage prepaid, at their respective addresses appearing on the Register (or, when the Bonds are in Book-Entry Form, pursuant to the applicable procedures of the Securities Depository) stating:
the Mandatory Tender Date and that (a) all Outstanding Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date, (b) all Outstanding Bonds must be tendered for purchase no later than 12:00 Noon Local Time on the Mandatory Tender Date and (c) Holders will not have the right to elect to retain their Bonds;
the address of the Designated Office of the Trustee at which Holders should deliver their Bonds for purchase and the date of the required delivery;
that all Outstanding Bonds will be purchased on the Mandatory Tender Date at a price equal to the principal amount of the Outstanding Bonds plus interest accrued to the Mandatory Tender Date; and
any Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date.
In the event that any Bond required to be delivered to the Trustee for payment of the purchase price of such Bond shall not have been delivered to the Trustee on or before the 20th day following a Mandatory Tender Date, the Trustee shall mail a second notice to the Holder of the Bond at its address as shown on the Register setting forth the requirements set forth in this Indenture for delivery of the Bond to the Trustee and stating that delivery of the Bond to the Trustee (or compliance with the provisions of this Indenture concerning payment of lost, stolen or destroyed Bonds) must be accomplished as a condition to payment of the purchase price or redemption price applicable to the Bond.

Neither failure to give or receive any notice described in this Section 3.02, nor the lack of timeliness of such notice or any defect in any notice (or in its content) shall affect the validity or sufficiency of any action required or provided for in this Section 3.02.
Notice delivered as required in this Section 3.02 with respect to a mandatory tender pursuant to Section 3.01(b)(i)(B) hereof may be rescinded and annulled on or before the tender date set forth in such notice if Conversion does not occur by the Conversion Date.
Section 3.03. Remarketing of Bonds.
No later than 11:00 a.m. Local Time on the 35th day prior to each Mandatory Tender Date (or the 10th day in connection with a Mandatory Tender Date due to the Conversion Date), the Trustee shall give notice to the Borrower, the Investor Member, and the Remarketing Agent by telephone or telecopy, confirmed on the same day in writing, which states the Mandatory Tender Date and that all of the Bonds are to be tendered or deemed to be tendered on the Mandatory Tender Date pursuant to Section 3.01 hereof, which shall be all Outstanding Bonds; provided however, that all references to Outstanding Bonds in the context of the mandatory tender on the Conversion Date shall refer to and include only the Outstanding Bonds not being redeemed in the Conversion Redemption Amount.
No later than 11:00 a.m. Local Time on the 30th day prior to the Mandatory Tender Date then in effect (excluding a Mandatory Tender Date in connection with a Conversion Date), if the Borrower elects to cause the Bonds to be remarketed, the Borrower must give notice to the Remarketing Notice Parties by telephone or telecopy, confirmed on the same day in writing, of such election. A remarketing of the Bonds shall be permitted only if the following conditions are satisfied no later than the time the foregoing election notice is given:
Notice is given by the Borrower to the Issuer, the Investor Member, the Remarketing Agent and the Trustee of the Remarketing Period pursuant to and in accordance with Section 4.05 of the Loan Agreement;
Delivery to the Issuer, the Trustee and the Remarketing Agent of a preliminary Cash Flow Projection with respect to the proposed Remarketing Period; and
The Borrower shall have notified the Trustee in writing that it has approved as to form and substance any disclosure document or offering materials which, in the Opinion of Counsel to the Remarketing Agent, is necessary to be used in connection with the remarketing of the Outstanding Bonds.
Not less than ten (10) days before each Remarketing Date, the Remarketing Agent shall offer for sale and use its best efforts to sell the Bonds Outstanding on the Remarketing Date at a price equal to 100% of the principal amount of such Bonds plus, if such Remarketing Date is a date other than an Interest Payment Date, accrued interest on such Bonds from the preceding Interest Payment Date to which interest has been paid. Not less than four (4) Business Days before each Remarketing Date, the Remarketing Agent shall give notice, by telephone or telecopy, promptly confirmed in writing, to the Remarketing Notice Parties specifying the principal amount of Bonds, if any, it has remarketed (including Bonds to be purchased by the Remarketing Agent

on the Remarketing Date for its own account), the Remarketing Rate(s) and the Remarketing Period applicable to the Bonds.
The Remarketing Agent shall remarket any Bond tendered pursuant to Section 3.01 hereof; provided, however, that no such Bond shall be remarketed at a price less than 100% of the principal amount thereof plus accrued interest (if any) without the prior written consent of the Borrower and the Managing Member; and provided, further, that the purchase price of any Bond paid to the tendering Holder allocable to such discount shall be paid with Eligible Funds made available by the Borrower therefor and on deposit with the Trustee prior to the remarketing of such Bonds. The Remarketing Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 3.01 hereof at 100% of the principal amount thereof, and to thereafter sell such Bond. Any such purchase shall constitute a remarketing hereunder.
The Remarketing Agent shall not remarket any Bond to the Issuer, the Borrower, any guarantor of the Bonds or any person which is an “insider” of the Issuer, Borrower, or any such guarantor within the meaning of the Bankruptcy Code.
If, not less than four (4) or two (2) Business Days, as applicable, preceding the Remarketing Date:
if, not less than four (4) Business Days preceding the Remarketing Date, the Remarketing Agent shall have notified the Trustee in writing of the remarketing of the Outstanding Bonds and that the proceeds from the remarketing (including proceeds of remarketing of Outstanding Bonds to be purchased by the Remarketing Agent on the Remarketing Date for its own account) and other Eligible Funds equal to the amount needed to purchase the remarketed Bonds on the Remarketing Date are expected to be available to the Trustee on the Remarketing Date for deposit into the Remarketing Proceeds Account;
if, not less than four (4) Business Days preceding the Remarketing Date, the Trustee shall have received written notice from the Remarketing Agent that the Remarketing Agent has received a confirmation of the rating from the Rating Agency, together with a copy of such confirmation from the Rating Agency;
if, not less than two (2) Business Days preceding the Remarketing Date, there shall be on deposit with the Trustee, from Eligible Funds provided by the Borrower an amount sufficient to pay the Extension Payment set forth in the Cash Flow Projection for deposit to the Negative Arbitrage Account of the Bond Fund with respect to the payment of interest and principal during the new Remarketing Period;
if, not less than two (2) Business Days preceding the Remarketing Date, there shall either (A) be on deposit with the Trustee in the Costs of Issuance Fund an amount sufficient to pay the estimated Remarketing Expenses as certified in writing to the Trustee by the Borrower, or (B) the Remarketing Agent shall have certified in writing to the Trustee that provision for the payment of the estimated Remarketing Expenses shall have been made to the satisfaction of the Remarketing Agent;

then the Trustee shall immediately give notice, by telephone or telecopy, which notice shall be immediately confirmed in writing, to the Remarketing Agent, the Borrower the Investor Member that (a) all conditions precedent to the remarketing of the Outstanding Bonds have been satisfied and (b) the sale and settlement of the Outstanding Bonds is expected to occur on the Remarketing Date. Following the Trustee’s notice, the Outstanding Bonds shall be sold to the purchasers identified by the Remarketing Agent for delivery and settlement on the Remarketing Date, and the Trustee shall apply the funds in the Remarketing Proceeds Account of the Bond Fund on the Remarketing Date to payment of the purchase price of the Outstanding Bonds.
If, not less than four (4) or two (2) Business Days, as applicable, preceding a Remarketing Date, any condition set forth in paragraph (d) of this Section 3.03 has not been satisfied, then, unless the Outstanding Bonds are otherwise purchased on the Remarketing Date, the Remarketing Agent shall not sell any of the Outstanding Bonds on the Remarketing Date.
No later than 11:00 a.m. Local Time on each Remarketing Date, the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore received by the Remarketing Agent from the remarketing of Bonds tendered for purchase on such Remarketing Date; provided that the Remarketing Agent may use its best efforts to cause the purchasers of the remarketed Bonds to pay the purchase price plus accrued interest (if any) to the Trustee in immediately available funds. The proceeds from the remarketing of the Bonds shall be segregated from any funds of the Borrower and the Issuer and shall in no case be considered to be or be assets of the Borrower or the Issuer. Funds representing remarketing proceeds received by the Remarketing Agent after 11:00 a.m. Local Time on each Remarketing Date shall be paid to the Trustee as soon as practicable upon such receipt.
On or before the Business Day next preceding each Remarketing Date, the Remarketing Agent, by telephonic advice, shall notify the Trustee of (i) the principal amount of Bonds to be sold by the Remarketing Agent pursuant to this Section 3.03 hereof and the purchase price, and, unless the Bonds are then in the Book-Entry System, the names, addresses and social security numbers or other tax identification numbers of the proposed purchasers thereof and (ii) the principal amount of Bonds tendered for purchase on such Remarketing Date which will not be sold by the Remarketing Agent pursuant to this Section 3.03 hereof. Such telephonic advice shall be confirmed by written notice delivered or electronically communicated at the same time as the telephonic advice.
Bonds purchased by the Trustee on a Mandatory Tender Date that have been remarketed shall be delivered to the purchasers thereof as directed by the Remarketing Agent. Bonds delivered as provided in this Section shall be registered in the manner directed by the recipient thereof.
Section 3.04. Mandatory Redemption.
The Bonds are subject to mandatory redemption as follows:
in whole, on the earliest practicable day for which notice of redemption may be given upon the occurrence of any of the following events: (i) the Borrower has not previously elected pursuant to Section 3.03 hereof and Section 4.05 of the Loan Agreement to cause the remarketing of the Bonds by the earliest date for which such election may be made pursuant to this

Indenture, (ii) the conditions to remarketing set forth in Section 3.03(b) or Section 3.03(d) hereof have not been met by the dates and times set forth therein, or (iii) the proceeds of a remarketing on deposit in the Remarketing Proceeds Account at 11:00 a.m. Local Time on the Mandatory Tender Date are insufficient to pay the purchase price of the Outstanding Bonds on such Mandatory Tender Date. The Bonds shall be redeemed at a redemption price equal to 100% of the principal amount of such Bonds plus accrued interest to the applicable Redemption Date from funds on deposit in, or transferred from, the Bond Fund, the Collateral Fund, and the Project Fund;
in part on the Conversion Date, in an amount necessary to reduce the aggregate principal amount of Outstanding Bonds to the Actual Project Loan Amount, as required to satisfy the Conditions to Conversion (such amount, the “Conversion Redemption Amount”); and
in whole, on the Conversion Date Deadline, if the Conversion Date has not occurred on or prior to the Conversion Date Deadline.
Section 3.05. Optional Redemption.
The Bonds are subject to optional redemption prior to their maturity, at direction of the Borrower, either in whole or in part, on any date on or after the later to occur of (i) the date that the Project is placed in service, as certified in writing by the Borrower to the Trustee, and (ii) the Optional Call Date, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest, but without premium, to the applicable Redemption Date. Bonds subject to redemption in accordance with this paragraph shall be redeemed from (i) amounts on deposit in the Collateral Fund, (ii) amounts on deposit in the Bond Fund, other than funds in the Negative Arbitrage Account therein, (iii) amounts on deposit in the Project Fund, and (iv) any other Eligible Funds available or made available for such purpose at the direction of the Borrower. In connection with any optional redemption of the Bonds prior to the applicable Mandatory Tender Date, the Trustee is permitted to sell Eligible Investments or redeem Eligible Investments prior to maturity at a price below par only if the Trustee receives, not less than 2 Business Days prior to the applicable Redemption Date, a Cash Flow Projection and any Eligible Funds required pursuant to such Cash Flow Projection.
Section 3.06. Notice of Redemption.
If the Borrower intends to effect an optional redemption of the Bonds, then, at least five
(5) days prior to the latest date by which the Trustee must give notice of an optional redemption as set forth in this paragraph, the Borrower shall deliver to the Trustee written notice of such redemption. Unless waived by any Holder of Bonds to be redeemed, official notice of redemption shall be given by the Trustee on behalf of the Issuer by sending a copy of an official redemption notice by Electronic Means or by first class mail, postage prepaid, to the Holder of each Bond to be redeemed, at the address of such Holder shown on the Register at the opening of business on the fifth day prior to such mailing, (i) with respect to a mandatory redemption of the Bonds, not less than twenty (20) days nor more than thirty (30) days prior to the date fixed for redemption, and (ii) with respect to an optional redemption of the Bonds, not less than ten (10) days prior to the date fixed for redemption. A second notice of redemption shall be given, as soon as practicable, by Electronic Means or by first class mail to the Holder of each Bond which has been so called for

redemption (in whole or in part) but has not been presented and surrendered to the Trustee within sixty (60) days following the date fixed for redemption of that Bond.
All official notices of redemption shall be dated and shall state:
the redemption date,
the redemption price,
if less than all Outstanding Bonds are to be redeemed, the identification by designation, letters, numbers or other distinguishing marks (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed,
that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date,
the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the Designated Office of the Trustee, and
that the notice of redemption is conditioned upon there being deposited with the Trustee on or prior to the date of redemption money sufficient to pay the redemption price of the Bonds to be redeemed and, in the case of any redemption premium on Bonds, that there be on deposit Eligible Funds sufficient to pay such redemption premium.
Notices of redemption shall be revocable in the event that there is not on deposit with the Trustee prior to the date of redemption money sufficient to pay the redemption price of the Bonds to be redeemed or, in the case of any redemption premium on Bonds, there is not on deposit Eligible Funds sufficient to pay such redemption premium.
If the Bonds are not then held in a Book-Entry System, in addition to the foregoing notice, further notice shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) any other descriptive information deemed necessary in the sole discretion of the Trustee to identify accurately the Bonds being redeemed.
Each further notice of redemption shall be sent at least 15 days before the Redemption Date by Electronic Means, registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number (if any) identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
Failure to give or receive notice via Electronic Means or by mailing or any defect in that notice regarding any Bond, however, shall not affect the validity of the proceedings for the redemption of such Bond.
Notice of any redemption hereunder with respect to Bonds held under a Book-Entry System shall be given by the Trustee only to the Securities Depository, or its nominee, as the Holder of such Bonds. Selection of Beneficial Owners of the Bonds called for redemption is the responsibility of the Securities Depository and any failure of such Securities Depository to notify the Beneficial Owners of any such notice and its contents or effect will not affect the validity of such notice of any proceedings for the redemption of such Bonds.
Section 3.07. Cancellation of Bonds.
The Trustee shall immediately cancel Bonds if the tender price of the Bonds is paid from amounts other than proceeds derived from the remarketing of the Bonds; provided, however, on the Conversion Date only a portion of the Bonds shall be cancelled such that the outstanding principal amount is equal to the Actual Project Loan Amount (which remaining outstanding principal balance of the Bonds in the amount of the Actual Project Loan Amount shall be converted into the Governmental Note in accordance with Section 2.12 hereof).

ARTICLE IV REVENUES AND FUNDS
Section 4.01. Creation of Funds.
The following trust funds are hereby created by the Issuer and ordered established with the Trustee, to be maintained in the custody of the Trustee each as a separate bank account, to be used for the purposes as hereinafter provided in this Indenture:
Bond Fund. The Bond Fund, and within the Bond Fund, the “Negative Arbitrage Account” and the “Remarketing Proceeds Account”.
Project Fund. The Project Fund.
Rebate Fund. The Rebate Fund, which Fund shall be administered in accordance with the provisions of Section 4.06 of this Indenture. Moneys held in the Rebate Fund are not held for the benefit of the Owners and are not part of the Trust Estate.
Costs of Issuance Fund. Moneys held in the Costs of Issuance Fund that are not proceeds of the Bonds are not held for the benefit of the Owners and are not part of the Trust Estate. Any moneys held in the Costs of Issuance Fund that are proceeds of the Bonds are held for the benefit of the Owners and are part of the Trust Estate.

Collateral Fund.
Permanent Loan Purchase Fund.
Expense Fund.
The Trustee may create from time to time one or more accounts or subaccounts within any fund authorized by this Indenture for the purpose of accounting for funds deposited into or held in each fund or for carrying out any of the requirements of this Indenture. The Trustee may transfer funds between accounts and subaccounts within any fund.
In the event certain moneys are deposited with the Trustee prior to the Closing Date, whether or not pursuant to one or more letters of instruction from the provider or providers of such moneys, such moneys shall be held by the Trustee subject to the terms and conditions of this Indenture, in addition to the terms of any such letter(s) of instruction. For such purpose, the standards of care, any provisions governing the responsibilities and indemnification and other provisions relating to the Trustee contained in this Indenture and in the Loan Agreement (the “Effective Provisions”) shall be effective as of the first date of receipt by the Trustee of such moneys. The Effective Provisions shall be deemed incorporated into any such letter(s) of instructions.
Section 4.02. Deposits into and Use of Moneys in the Bond Fund.
On the Closing Date, the Trustee shall deposit the Initial Deposit, if any, into the Negative Arbitrage Account of the Bond Fund; the Bond Fund and amounts on deposit in the Bond Fund are to be invested pursuant to Section 6.01 hereof. Any Extension Payment received by the Trustee in connection with an extension of the Mandatory Tender Date pursuant to Section 3.03 hereof shall also be deposited into the Negative Arbitrage Account. The Trustee is authorized to release funds in the Negative Arbitrage Account to the Borrower upon receipt of an updated Cash Flow Projection and a rating confirmation from the Rating Agency.
Bond Service Charges shall be payable as they become due, (i) in the first instance from money on deposit in the Bond Fund (excluding the Negative Arbitrage Account therein), (ii) next from money on deposit in the Negative Arbitrage Account of the Bond Fund, (iii) next from money on deposit in the Collateral Fund and transferred as necessary to the Bond Fund and (iv) thereafter, from money on deposit in the Project Fund and transferred as necessary to the Bond Fund.
Except as otherwise provided in Section 4.05 hereof, moneys in the Bond Fund shall be used solely for the payment of the principal of and interest on the Bonds when due.
Section 4.03. Custody of the Bond Fund.
The Bond Fund shall be in the custody of the Trustee but in the name of the Issuer, and the Issuer hereby authorizes and directs the Trustee (a) to withdraw sufficient funds from the Bond Fund to pay the principal of and interest on the Bonds as the same become due and payable, and
(b) to make such funds so withdrawn available to the Trustee, as paying agent, for the purpose of paying such principal and interest, which authorization and direction the Trustee accepts.

Section 4.04. Non-Presentment of Bonds.
Subject to the provisions of Section 10.21 hereof, in the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, if funds sufficient to pay such Bonds shall have been made available to the Trustee for the benefit of the Holder or Holders thereof, all liability of the Issuer to the Holder thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively to such fund or funds, for any claim of whatever nature on its part under this Indenture or on, or with respect to, such Bond. Any such Bonds shall cease to bear interest on the specified maturity and such Bonds or portions thereof shall no longer be protected by or subject to the benefit or security of this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture.
Section 4.05. Payment to Borrower of Excess Moneys in Bond Fund.
Any amounts remaining in the Bond Fund (except for amounts then held by the Trustee for payment of principal of, or interest on any of the Bonds) after payment in full of the purchase price of the Bonds on the Conversion Date, and other costs associated with the conversion of the Bonds, and payment in full, or provision for payment, of the final Rebate Amount and payment in full of any outstanding fees and expenses of the Paying Agent, the Issuer and the Trustee and any other fees and expenses due under the Documents, shall, upon written instruction to the Trustee from the Borrower, be deposited into the Loan Payment Fund established under the Funding Loan Agreement or for any other purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such investment or purpose will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
Section 4.06. Rebate Fund; Rebate Amount.
The Trustee shall deposit into the Rebate Fund amounts paid by the Borrower pursuant to the Tax Certificate.
The determination of the Rebate Amount shall be made in accordance with the Tax Certificate and the Rebate Amount shall be paid at such times and in such installments as provided therein. As further provided in the Tax Certificate, the Borrower shall be responsible for calculating or causing to be calculated and paying the Rebate Amount.
Neither the Issuer nor the Trustee shall be obligated to pay any portion of the Rebate Amount (except from funds on deposit in the Rebate Fund). In addition, neither the Issuer nor the Trustee shall have any responsibility with respect to the calculation of the Rebate Amount, provided that the rebate calculations are subject to the Issuer’s approval.
Any moneys held as part of the Rebate Fund and not immediately required to be paid to the United States pursuant to the Tax Certificate shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative and approved by the Issuer, in Governmental Obligations or in any money market or short term investment fund investing in or consisting solely of and secured by Governmental Obligations, including any such fund maintained by the Trustee or an affiliate thereof, having maturities consonant with the need for moneys as

reasonably estimated by the Borrower. In connection with the investment of moneys held as part of the Rebate Fund (as provided in Section 6.01 hereof), interest and other income received on the investment of moneys held as part of the Rebate Fund shall be credited to the Rebate Fund.
As provided in the Tax Certificate, the Borrower is required to (i) obtain a rebate calculation with respect to the Rebate Amount upon the redemption or final maturity of the Bonds and either (ii) (a) pay to the Trustee for deposit into the Rebate Fund an amount of money as determined by such calculation within thirty (30) days of such calculation or (b) provide the Trustee with written notice (signed by the Borrower Representative and the Rebate Analyst) that
(1) no deposit is required or (2) the amount in the Rebate Fund is in excess of the amount required to be on deposit as determined by the most recent rebate calculation, in which case the Trustee shall, with the prior written consent of the Issuer, pay such excess over to the Borrower. If the Trustee does not receive either of the items required in (ii)(a) or (ii)(b) above within 30 days after the completion of construction of the Project, the Trustee shall notify the Issuer; provided, however, that the Trustee shall not incur any liability if it should fail to provide such notice.
Section 4.07. Costs of Issuance Fund.
On the Closing Date, the Trustee shall deposit the Costs of Issuance Deposit, if any, into the Costs of Issuance Fund to pay the costs of issuance from amounts available therein, which costs of issuance shall not exceed the amounts set forth in a certificate of the Issuer. The Trustee shall disburse funds on deposit in the Costs of Issuance Fund upon receipt by the Trustee of Requisitions substantially in the form attached as Appendix B hereto. Any funds remaining in the Costs of Issuance Fund more than one hundred eighty (180) days after the Closing Date, and not specifically committed to the payment of Costs of Issuance, shall be returned to the Borrower, to the extent such funds are not Bond proceeds or otherwise restricted funds. If such remaining funds are Bond proceeds or otherwise restricted, such funds shall be deposited by the Trustee into the Bond Fund.
Section 4.08. Collateral Fund; Project Fund.
Upon receipt, the Trustee shall deposit into the Collateral Fund all Eligible Funds received pursuant to Section 4.06 of the Loan Agreement and any other Eligible Funds received by the Trustee for deposit into the Collateral Fund. Section 4.06 of the Loan Agreement requires the Borrower to cause Eligible Funds to be delivered to the Trustee for deposit into the Collateral Fund in a principal amount equal to, and as a prerequisite to the disbursement of, the amount of Bond proceeds on deposit in the Project Fund to be disbursed by the Trustee to pay Project Costs.
Each deposit into the Collateral Fund shall constitute an irrevocable deposit solely for the benefit of the Holders, subject to the provisions hereof.
The Trustee shall transfer money in the Collateral Fund as follows: (i) on the Conversion Date, (A) to the Bond Fund in an amount sufficient to (1) pay any accrued but unpaid interest on the Bonds and (2) to cause the partial redemption of the Bonds in the Conversion Redemption Amount as set forth in the Notice of Conversion, and (B) to or at the direction of the Construction Lender, in partial repayment of the outstanding principal balance of the Construction Loan, (ii) on a Mandatory Tender Date other than the Conversion Date, to the Bond Fund, the

amount necessary to pay the purchase price of the Bonds, to the extent amounts on deposit in the Remarketing Proceeds Account and the Negative Arbitrage Account of the Bond Fund are insufficient therefor; and (iii) on any Redemption Date, to the Bond Fund the amount, together with amounts on deposit in the Bond Fund, necessary to pay the principal and interest due on the Bonds on such date.
The Bonds shall not be, and shall not be deemed to be, paid or prepaid by reason of any deposit into the Collateral Fund unless and until the amount on deposit in the Collateral Fund is transferred to the Bond Fund and applied to the payment of the principal of any of the Bonds or the principal component of the redemption price of any of the Bonds, all as provided in this Indenture.
To the extent moneys are not otherwise provided to the Trustee to make the necessary interest and principal payments on each Interest Payment Date, including moneys deposited into the Bond Fund or the Collateral Fund, the Trustee shall, without further written direction, transfer from the Project Fund to the Bond Fund sufficient Eligible Funds to make such necessary interest and principal payments on each Interest Payment Date.
The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Issuer or the Borrower, after the Project has been completed and a certificate of payment of all costs is filed as provided herein, the Trustee shall file copies of the records pertaining to the Project Fund and disbursements therefrom with the Issuer and the Borrower.
The Borrower expects that the Project will proceed substantially in accordance with the Construction Draw Schedule. Each Requisition submitted to the Trustee shall evidence and request disbursements from the Project Fund and/or the Costs of Issuance Fund.
Notwithstanding any other provision of this Indenture or the Loan Agreement to the contrary, after the Closing Date the Trustee shall not disburse moneys from the Project Fund, other than to pay Bond Service Charges on the Bonds, unless and until the Trustee receives satisfactory evidence that Eligible Funds in an amount equal to or greater than the requested disbursement amount (the “Collateral Deposit”) has been deposited in the Collateral Fund. Prior to making any disbursement, the Trustee shall verify that upon making the disbursement, the aggregate amount to be held in (i) the Collateral Fund and (ii) the Project Fund will be at least equal to the then-Outstanding principal amount of on the Bonds and that such amounts, together with amounts on deposit in the Bond Fund (including the Negative Arbitrage Account therein) and projected investment earnings on all such amounts, will be sufficient to pay Bond Service Charges on the outstanding Bonds as and when they become due. In the event that, following receipt of the Collateral Deposit, the Trustee determines that it cannot correspondingly disburse Bond proceeds to or at the direction of the Borrower, the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], the Trustee shall immediately notify the Borrower and the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, of the reason for such determination and shall, immediately upon the request of the Borrower, the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], return the subject Collateral Deposit to the party that deposited such Collateral Deposit with the Trustee.

The proceeds of the Bonds shall be allocated exclusively to pay costs that (i) are
(A) capital expenditures (as defined in Section 1.150-1(a) of the Code’s regulations) and (B) not made for the acquisition of existing property, to the extent prohibited in Section 142(d) of the Code; and (ii) shall be deemed allocated on a pro rata basis to each building in the Project and the land on which it is located, so that each building and the land on which it is located will have been financed fifty percent (50%) or more by the proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code.
Upon the occurrence and continuance of an Event of Default hereunder because of which the principal amount for the Bonds has been declared to be due and immediately payable under this Indenture, any moneys remaining in the Project Fund shall be promptly transferred by the Trustee to the Bond Fund for payment of Bond Service Charges.
Notwithstanding anything to the contrary hereto, on the Conversion Date, the Issuer may direct the Trustee to deposit to the Collateral Fund amounts provided by the Issuer and described in clause (h) of the definition of Eligible Funds for further transfer to the Bond Fund to be applied to the principal portion of any partial redemption of the Bonds, all in furtherance of the Issuer’s program of volume cap recycling.
Section 4.09. Permanent Loan Purchase Fund.
The Trustee shall establish and maintain a separate fund to be known as the “Permanent Loan Purchase Fund.” On or before the Conversion Date, the Freddie Mac Seller/Servicer shall cause funds in an amount equal to the Actual Project Loan Amount as set forth in the Notice of Conversion to be deposited into the Permanent Loan Purchase Fund. On the Conversion Date, all funds in the Permanent Loan Purchase Fund shall be applied by the Trustee towards the payment of the purchase price of Bonds in a principal amount equal to the Actual Project Loan Amount. After such purchase, the Permanent Loan Purchase Fund shall be closed.
Section 4.10. Expense Fund.
The Trustee shall deposit amounts received from the Borrower for the purpose of paying Trustee’s Fees, the Issuer Fee, the Compliance Monitoring Fee, the Issuer Servicer Fee and any other fees, costs or expenses required under the Loan Agreement into the Expense Fund. The Trustee shall pay such amounts to the proper persons on the dates and in the amounts due. Amounts on deposit in the Expense Fund shall be withdrawn or maintained, as appropriate by the Trustee to pay (i) to the Trustee, the Trustee’s Fee, (ii) to or at the direction of, the Issuer, the Issuer Fee, the Compliance Monitoring Fee, and the Issuer Servicer Fee, (iii) upon receipt, to the Trustee, any amounts due to the Trustee which have not been paid, other than amounts paid in accordance with clause (i) hereof, and (iv) upon receipt, to, or at the direction of, the Issuer, the Issuer Fee, the Compliance Monitoring Fee, or the Issuer Servicer Fee due and unpaid, other than amounts paid in accordance with clause (ii) above. Any amounts remaining in the Expense Fund after payment in full of the principal of and interest on, the Bonds, payment of any and all fees and expenses due in accordance with this Indenture and the Loan Agreement, and payment of all other costs associated with the discharge of the Bonds (or provision for payment thereof having been made as provided in Section 8.01 hereof) shall, upon written instruction to the Trustee from the Borrower (with a copy to the Issuer), be paid to the Borrower upon the expiration or sooner

termination of the term of the Loan Agreement notwithstanding the survival of certain provisions thereof.

ARTICLE V

CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 5.01. Custody and Application of Project Fund and Bond Fund.
On the Closing Date, the proceeds received upon the issuance and sale of the Bonds shall be deposited into the Project Fund and invested by the Trustee as set forth in Section 6.01 hereof.
Section 5.02. Procedure for Making Disbursements from Project Fund.
Upon the delivery to the Trustee of (i) a request or requests therefor executed by the Borrower and the Issuer Servicer, upon a Requisition in substantially the form attached as Exhibit B hereto, (ii) Eligible Funds in an amount equal to the amount of Bond proceeds being requested for disbursement pursuant to such Requisition, as provided in Section 4.08 hereof, and
(iii) certification by a Borrower Representative that the Costs of the Project intended to be paid with such Bond proceeds are qualified costs pursuant to Section 142 of the Code, the Trustee shall, on such date, deposit such Eligible Funds into the Collateral Fund and disburse from the Project Fund Bond proceeds, in the amount set forth in the applicable Requisition, solely to pay Costs of the Project. To the extent money on deposit in the Project Fund is invested in Eligible Investments, the Trustee shall not sell or otherwise terminate such Eligible Investments prior to their stated maturity date and instead the Trustee is hereby instructed to make the following allocations and exchanges, which allocations and exchanges shall occur prior to the disbursement of amounts on deposit in the Project Fund to pay Costs of the Project: (a) allocate all or a portion of the Eligible Investments in the Project Fund, in the amount specified in the request for disbursement, to the Collateral Fund, and (b) transfer to the Project Fund a like amount of Eligible Funds on deposit in the Collateral Fund to be disbursed in accordance with this Section.
The Trustee shall not disburse money from the Project Fund, other than to pay interest and principal on the Bonds as otherwise permitted hereunder, unless and until Eligible Funds in an amount equal to or greater than the requested disbursement amount have been deposited into the Collateral Fund in accordance with Section 4.08 hereof; provided, however, that the Trustee shall transfer funds from the Project Fund to the Collateral Fund upon receipt of an opinion of Bond Counsel to the effect that such transfer shall not cause the interest on any of the Bonds to be or become includible in the gross income of the owners thereof for federal income tax purposes. In accordance with Section 3.03 of the Loan Agreement, and prior to making any disbursement from the Project Fund (except to make necessary interest and principal payments on the Bonds as otherwise permitted hereunder), the Trustee shall determine that the aggregate account balance in
the Collateral Fund and (b) the Project Fund (less the requested disbursement amount) is at least equal to the then-Outstanding principal amount of the Bonds, and that such amounts, together with amounts on deposit in the Bond Fund (including the Negative Arbitrage Account therein) and projected investment earnings on all such amounts, will be sufficient to pay Bond Service Charges on the outstanding Bond as and when they become due.

Money in the Project Fund shall be disbursed in accordance with the provisions of Section 3.03 of the Loan Agreement and this Section 5.02. To the extent moneys are not otherwise provided to the Trustee to make the necessary interest and principal payments on each Interest Payment Date, including moneys deposited into the Bond Fund or the Collateral Fund, the Trustee shall, without further written direction, transfer from the Project Fund to the Bond Fund sufficient Eligible Funds to make such necessary interest and principal payments on each Interest Payment Date.
Notwithstanding anything contained in this Indenture or any of the Borrower Documents to the contrary: (a) with respect to Eligible Funds funded by the Mortgage Lender for deposit into the Collateral Fund, the Trustee shall be irrevocably and unconditionally obligated to disburse an equal amount of funds from the Project Fund to either the Mortgage Lender, the Borrower or the Title Company pursuant to a Requisition as directed by the Mortgage Lender; and (b) with respect to Eligible Funds funded by [OTHER COLLATERAL PROVIDER(S)]for deposit into the Collateral Fund, the Trustee shall be irrevocably and unconditionally obligated to disburse an equal amount of funds from the Project Fund to either the Borrower or the Title Company as directed by [OTHER COLLATERAL PROVIDER(S)]pursuant to a Requisition. Such disbursements shall be made pursuant to a Requisition and shall not be made more frequently than once per month, unless approved by the Issuer Servicer, in its sole discretion.
Subject to the Trustee’s obligation to return the Eligible Funds to the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)] as set forth in this Section 5.02, the Trustee and the Issuer shall not, in any event, be responsible or liable to any person (other than the Borrower, but only in the case of the Trustee, and only in the event of a failure by the Trustee to make disbursements following request for disbursements in accordance with the Documents, when such failure is within the Trustee’s sole control, and after receipt of written notice of such failure and a 3-day opportunity to cure such failure) for the disbursement of, or failure to disburse, moneys from the Project Fund or any part thereof, and no contractor, subcontractor or material or equipment supplier or their respective successors and assigns shall have any right or claim against the Trustee or the Issuer or the Issuer Servicer under this Indenture.
Notwithstanding anything contained in this Indenture or any of the Borrower Documents to the contrary, if for any reason the Trustee is not able to disburse a corresponding amount of Bond proceeds from the Project Fund to or at the direction of the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, immediately following receipt of Eligible Funds from the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, for deposit into the Collateral Fund, the Trustee shall promptly wire transfer such funds back to the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, and not deposit same into the Collateral Fund.
Section 5.03. Trustee May Rely on Requisitions and Certifications.
In making any disbursement from the Project Fund, the Trustee may rely on any requests and confirmations delivered to it pursuant to Section 5.02 hereof, and the Trustee shall be relieved of all liability with respect to making such disbursements in accordance with such requests and confirmations. In making any disbursements from the Costs of Issuance Fund, the Trustee may rely on any requests and confirmations delivered to it pursuant to Section 4.07 hereof, and the

Trustee shall be relieved of all liability with respect to making such disbursements in accordance with such requests and confirmations.
Section 5.04. Completion of Project.
The completion of the Project and the payment of all costs and expenses incident thereto shall be evidenced for the Project by the filing with the Trustee of (a) the Completion Certificate required by the provisions of Section 3.05 of the Loan Agreement and (b) a certificate signed by the Borrower Representative stating that all obligations and costs in connection with the Project and payable out of the Project Fund have been paid and discharged except for amounts retained by the Trustee for the payment of costs of the Project not then due and payable or then in dispute as provided in the Loan Agreement; provided, however, that no amounts necessary to pay principal and interest on the Bonds at maturity shall be held by the Trustee in the Project Fund beyond the Maturity Date. Additionally, the Borrower has agreed pursuant to Section 3.06 of the Loan Agreement that in the event that there are insufficient moneys available in the Project Fund to pay the Costs of the Project, the Borrower will complete the Project and pay the portion of the Costs of the Project in excess of the moneys available therefor in the Project Fund.
Section 5.05. Disposition of Moneys in Project Fund After Completion of Project.
Subject to the proviso in Section 5.04 hereof, as soon as practicable after the date of the certificate referred to in clause (b) of Section 5.04 hereof, any balance remaining in the Project Fund (other than the amounts retained by the Trustee referred to in Section 5.04 hereof) shall be deposited into the Bond Fund and used to pay principal of the Bonds when due. To the extent any moneys from any payments made by the Borrower pursuant to the Loan Agreement remain in the Project Fund or Bond Fund after there are no Bonds Outstanding and payment in full, or provision for payment, of the final Rebate Amount and any remaining Trustee Fees, such moneys may be paid directly to the Borrower to the extent such funds are not proceeds of the Bonds or otherwise restricted funds. If such remaining funds are proceeds of the Bonds or otherwise restricted, such funds shall be deposited by the Trustee into the Bond Fund.
Notwithstanding the provisions of this Section or any other provision herein set forth, none of the moneys in the Project Fund will be disbursed for or be used to pay any cost, or to reimburse the Issuer or the Borrower for any cost, which is not permitted by the Act, the Code, the Loan Agreement or this Indenture.

ARTICLE VI

INVESTMENT OF FUNDS AND ACCOUNTS
Section 6.01. Investment of Bond Fund, Project Fund, Collateral Fund and Expense Fund.
Money in all funds or accounts including the Special Funds shall be invested and reinvested by the Trustee, and at all times held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, any moneys held under this Indenture shall be invested in (i) the [NAME OF MONEY MARKET

FUND AVAILABLE TO TRUSTEE], or if such fund is unavailable, (ii) investments described in paragraph (b) of the definition of Eligible Investments. The Expense Fund shall be invested in Eligible Investments at the written direction of the Borrower. In the absence of investment instructions from the Borrower, the Trustee shall not be responsible or liable for keeping the moneys held in the Expense Fund hereunder fully invested in Eligible Investments. The Trustee may conclusively rely upon the Borrower’s written instructions as to both the suitability and legality of the directed investments.
At no time shall the Borrower direct that (a) any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of compliance with Section 148 of the Code or (b) any funds be held other than in Eligible Investments.
Investments of money in the Special Funds shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide money to pay any amounts due on the Bonds as they become due on each Interest Payment Date or at stated maturity or on a Mandatory Tender Date. In addition, investment of money in the Project Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts as may be necessary to make anticipated payments from the Project Fund. Any investments in the Special Funds that are not classified as Eligible Investments shall be invested in Governmental Obligations.
The Trustee shall sell or redeem investments credited to the Bond Fund to produce sufficient money applicable hereunder to and at times required for the purposes of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. All gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything herein to the contrary, (i) earnings received by the Trustee with respect to Eligible Investments purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible Investments.
Any investments may be purchased from or sold to the Trustee, or any bank, trust company or savings and loan association which is an affiliate or subsidiary of the Trustee; provided that all such investments must be Eligible Investments. The Trustee shall not be liable for losses on investments made in compliance with the provisions of this Indenture. If the Trustee is required to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if any.
Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each

of the Issuer and the Borrower hereby agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality of the directed investments.
Section 6.02. Investment of Rebate Fund.
Any moneys held as part of the Rebate Fund, and not immediately required for the purposes of the Rebate Fund, shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative and with the prior written approval of the Issuer, in Governmental Obligations or in any money market or short term investment fund investing in or consisting solely of and secured by Governmental Obligations, including any such fund maintained by the Trustee or an affiliate thereof having maturities consonant with the need for funds as estimated by the Borrower. All investment earnings, gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Rebate Fund shall be retained therein.
Section 6.03. Accounting for Termination of Investments; No Arbitrage.
In the event the moneys in the Project Fund or the Bond Fund are invested in any investment which fails to satisfy the requirements of Section 6.01, the Trustee shall, at the written direction of the Borrower and the Issuer, terminate any such investment, and the proceeds of such termination, shall be credited to the Project Fund or the Bond Fund, respectively.
If the Issuer is of the opinion, upon receipt of advice of Bond Counsel, that it is necessary to restrict or limit the yield on the investment of any moneys, securities or other obligations paid to or held by the Trustee hereunder in order to comply with the provisions of the Documents intended to prevent any Bonds from being considered “arbitrage bonds” within the meaning of Section 148 of the Code, an authorized officer of the Issuer may give written notice to the Trustee and the Borrower to such effect (together with appropriate written instructions), in which event the Trustee will take such action as is set forth in such written instructions to restrict or limit the yield on such investment so as to comply with Section 148 of the Code. The Trustee may conclusively rely on the direction of the Issuer in taking such action.
Section 6.04. Trustee’s Own Bond or Investment Department.
The Trustee may make any and all investments permitted under Section 6.01 and Section 6.02 through its own bond or investment department or that of any affiliate.
Section 6.05. Moneys to be Held in Trust.
All moneys required to be deposited with or paid to the Trustee for account of the Bond Fund or the Project Fund under any provision of this Indenture shall be held by the Trustee in trust, and shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien and claim created by this Indenture.
The Trustee, acting in its capacity as Trustee and not as sponsor, advisor or manager in connection with any investments hereunder, shall not be liable for any loss arising from

investments made in accordance with this Indenture, or for any loss resulting from the redemption or sale of any such investments as authorized by this Section.

ARTICLE VII GENERAL COVENANTS
Section 7.01. Payment of Bonds.
Each and every covenant made in this Indenture, including all covenants made in the several sections of this Article, is predicated upon the condition that any obligation for the payment of money incurred by the Issuer shall be payable solely (a) from Revenues, which are specifically assigned to secure the payment of the Bonds in the manner and to the extent specified in this Indenture, (b) from the moneys held in the funds and accounts created under this Indenture, except for amounts held in the Costs of Issuance Fund (but only to the extent such moneys are not proceeds of the Bonds), the Expense Fund and the Rebate Fund, and (c) from any other moneys held pursuant to the Trust Estate. Nothing in the Bonds or in this Indenture shall be construed as pledging any other funds or assets of the Issuer.
The Issuer covenants that it will promptly pay, as provided herein, the principal of and interest on the Bonds from the Trust Estate at the place, on the date and in the manner provided herein and in the Bonds.
The Revenues are to be remitted by the Borrower directly to the Trustee for the account of the Issuer and constitute a part of the Trust Estate and are subject to the lien and claim created by this Indenture. Such amounts, in addition to the amounts held in the Project Fund, are to be sufficient in amount at all times to pay the principal of and interest on the Bonds. The entire amount of Revenues (exclusive of the Reserved Rights of the Issuer) are assigned to secure the payment of the principal of and interest on the Bonds.
Section 7.02. Performance of Covenants.
The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto, subject, however to the limitations set forth in Section 2.09. The Issuer covenants that it is duly authorized under the laws of the State to issue the Bonds, to enter into this Indenture and the Loan Agreement and to assign the Revenues, and that, upon issuance, authentication, and delivery, the Bonds are and will be valid and enforceable special limited obligations of the Issuer according to the import thereof.
Section 7.03. Maintenance of Existence; Compliance with Laws.
The Issuer will use all reasonable efforts to (i) maintain its corporate existence or to assure the assumption of its obligations under this Indenture by any public body succeeding to its powers under the Act, and (ii) comply with all valid material acts, rules, regulations, orders and directions

of any legislative, executive, administrative or judicial body applicable to this Indenture and the Loan Agreement.
Section 7.04. Enforcement of Borrower’s Obligations.
So long as any of the Bonds are Outstanding, the Issuer will cooperate with the Trustee in enforcing the obligations of the Borrower to pay, or cause to be paid, all the payments and other costs and charges payable pursuant to the Loan Agreement. Nothing contained in this Section or in any other section of this Indenture shall be deemed to modify the provisions of the Act and Section 2.09 hereof or require that the Issuer expend any of its own funds or assets to enforce the obligations of the Borrower under the Documents.
Section 7.05. Further Assurances, Instruments and Actions.
The Issuer will from time to time, execute and deliver such further instruments, conveyances, assignments and transfers and take such further actions as may be reasonable and as may be required to better assure, convey, grant, assign or confirm the Trust Estate and all other rights, revenues or funds pledged, assigned or intended to be so pledged or assigned hereunder for the benefit of the owners of the Bonds; provided, however, that no such instruments or actions shall pledge the credit or taxing power of the State, the Issuer or any other political subdivision of the State, or create or give rise to any monetary obligation or liability of the Issuer.
Section 7.06. Priority of Pledge.
The Issuer covenants and agrees that it will not create any lien or claim upon the Revenues other than the liens and claims hereby created. Except for the assignment to the Trustee, the Issuer will not sell, lease or otherwise dispose of or encumber any of the Revenues, and will cooperate in causing to be discharged or satisfied any lien or charge on any part of the Trust Estate.
Section 7.07. Books and Documents Open to Inspection.
The Issuer covenants and agrees that all books and documents in its possession relating to the Bonds, the Project, and the moneys, revenues and receipts derived from the Project, if any, that shall at any time be in its possession, shall, within a reasonable time of a request by the Trustee, the Rating Agency, the Investor Member or the Borrower, be open to inspection during the Issuer’s regular business hours by such accountants or other agents as the Trustee or the Borrower or the Investor Member may from time to time designate.
Section 7.08. Borrower to Indemnify and Hold Issuer and Trustee Harmless from Liability.
The Borrower has agreed to indemnify and hold the Issuer and the Trustee harmless from and against liability arising out of claims as defined and as provided in Sections 6.02 and 7.04 of the Loan Agreement.

Section 7.09. Tax-Exempt Status of Bonds.
The Issuer and the Trustee each agrees that it will not (a) take any action, (b) fail to take any action, or (c) make any use of the Project or the proceeds of the Bonds, which it knows would cause the interest on any of the Bonds to be or become includible in the gross income of the owners thereof for federal income tax purposes (except for minimum or preference tax purposes or other indirect taxation). In connection with the foregoing, the Issuer and the Trustee may rely upon the advice of Bond Counsel.

ARTICLE VIII DISCHARGE
Section 8.01. Discharge of Lien.
If and when the Bonds secured hereby shall become due and payable in accordance with their terms as provided in this Indenture, or otherwise, and the whole amount of the principal and the interest so due and payable upon all of the Bonds, together with all other amounts payable hereunder by the Issuer and all fees and expenses of the Trustee and the Issuer, shall be paid, or provision shall have been made for the payment of the same, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Issuer to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon written request of the Issuer and subject to the provisions of Section
5.05 hereof, the Trustee shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, any surplus in the Bond Fund and all balances remaining in any other fund created under this Indenture and shall assign and transfer to the Issuer all other property then held by the Trustee under this Indenture and shall execute such documents as may be reasonably required by the Issuer.
If and when the Trustee shall hold sufficient moneys hereunder, as verified to the Trustee in writing by an independent public accounting firm of national reputation or other firm similarly experienced in performing such computations, to provide for payment of the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all the Bonds, together with all other amounts (exclusive of amounts in the Rebate Fund) payable or which may thereafter become payable hereunder by the Issuer, notwithstanding that all the Bonds have not yet become due and payable and that consequently the right, title and interest of the Trustee in and to the Trust Estate shall not have ceased, terminated and become void pursuant to the foregoing provisions of this Section 8.01, the Trustee, on demand of the Issuer but subject to the provisions of Section 5.05 hereof, shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, or to such person, body or authority as may be entitled to receive the same, any surplus in the Bond Fund in excess of the amount sufficient to pay the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all Bonds together with all other amounts payable or which may thereafter become payable hereunder by the Issuer.

All Outstanding Bonds shall, prior to the maturity thereof, be deemed to have been paid within the meaning and with the effect expressed above if (a) there shall have been deposited with the Trustee (as verified to the Trustee in writing by an independent public accounting firm of national reputation or other firm similarly experienced in performing such computations) either (i) moneys in an amount which shall be sufficient, or (ii) Governmental Obligations which are not subject to redemption prior to maturity, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal and interest due and to become due on such Bonds on the maturity date thereof, and (b) the Issuer shall have given the Trustee, in form satisfactory to it irrevocable instructions to give, as soon as practicable, a notice to the Holders of such Bonds and the Rating Agency that the deposit required by subclause (a) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section and stating such maturity upon which moneys are to be available for the payment of the principal of and interest on such Bonds.
Neither the securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on such Bonds; provided that any cash received from such principal or interest payments on such securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal and interest to become due on such Bonds on and prior to such maturity dates thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Borrower, as received by the Trustee, free and clear of any trust, lien or pledge.
The release of the obligations of the Issuer under this Section 8.01 shall be without prejudice to the right of the Trustee provided in Section 10.04 hereof to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred on and about the Issuer of the trust hereby created and the performance of its powers and duties hereunder, and shall not affect the obligations of the Borrower to make the payments required by the Loan Agreement or the Note.

ARTICLE XI DEFAULTS AND REMEDIES
Section 9.01. Events of Default and Acceleration.
If any of the following events occur, it is hereby defined as and declared to be and constitute an “Event of Default”:
any interest on any Bond is not paid on the date on which the same becomes due;
or
any principal of any Bond is not paid on the date on which the same becomes due,
whether at the stated maturity thereof, by acceleration or otherwise; or

an Event of Default occurs under the Loan Agreement; or
the Issuer fails to duly and promptly perform, comply with, or observe any covenant, condition, agreement or provision (other than as specified in (a) or (b) of this Section 9.01) contained in the Bonds or in this Indenture on the part of the Issuer to be performed, and such failure shall continue for a period of ninety (90) days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer, and the Borrower and the Investor Member by the Trustee, which notice may be given by the Trustee in its discretion and shall be given at the written request of the Holders of not less than 100% in principal amount of the Bonds then Outstanding; provided, however, that if such default be such that it is correctable but cannot be corrected within ninety (90) days, it shall not be an Event of Default if the Issuer, the Borrower or the Investor Member is taking appropriate corrective action to cure such failure and if such failure will not impair the security for the Loan or the Bonds.
If any Loan payment required under the Loan Agreement to avoid a default under (a) or
(b) of this Section shall not have been received at the close of business on the last Business Day preceding the day on which payment must be made to avoid a default under such (a) or (b), the Trustee shall use its best efforts to give telephonic notice of such default to the Borrower and the Investor Member, which telephonic notice shall be confirmed by written notice to the Borrower. If any other default shall occur under the provisions of this Section, the Trustee shall, within five
(5) days after having actual knowledge of such default, use its best efforts to give written notice of such default to the Issuer, the Borrower, the Investor Member and the Holders of the Bonds. A default or an Event of Default specified in (a) through (d) above shall occur even though the Trustee fails to give the notice required by this paragraph, the giving of such notice being intended solely to aid in the enforcement of the rights of Bondholders and not in limitation of such rights.
If an Event of Default specified in (a) or (b) of this Section 9.01 shall occur and be continuing, the Trustee shall declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Investor Member and the Borrower, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in this Indenture or in the Bonds to the contrary notwithstanding.
If an Event of Default specified in (c) or (d) of this Section 9.01 shall occur and be continuing, the Trustee, upon written request of the Holders of a majority in principal amount of the Bonds then Outstanding shall declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Investor Member and the Borrower, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in this Indenture or in the Bonds to the contrary notwithstanding.
The Investor Member shall be entitled to cure any Event of Default hereunder within the time frame provided to the Borrower. The Issuer and the Trustee agree that cure of any default or Event of Default made or tendered by the Investor Member shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower.

Section 9.02. Trustee to Enforce Rights of Issuer.
Only in accordance with the provisions of this Indenture, the Trustee, as the assignee of all the right, title and interest of the Issuer in and to each of the documents constituting a part of the Trust Estate (except the Reserved Rights of the Issuer), may enforce the rights granted to the Issuer pursuant to such documents. In the enforcement of any rights or remedies under such documents, no provision of such documents shall require, and none shall be construed to require, that the Trustee post a bond or establish any surety of any kind as a condition precedent to exercising any such rights or remedies.
Section 9.03. Remedies in Addition to Acceleration.
Upon the occurrence of, and during the continuance of, any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written request of the Holders of not less than 51% in principal amount of the Bonds then Outstanding and receipt of satisfactory indemnity shall (in addition to its right or duty to accelerate as provided in Section 9.01):
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer or the Borrower to carry out any agreements with or for the benefit of the Bondholders and to perform its or their duties under the Act and the Documents;
bring suit upon the Bonds; or
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders.
Section 9.04. Termination of Proceedings.
In case any proceeding taken by the Trustee on account of any default or Event of Default shall have been discontinued or abandoned for any reason, the default or Event of Default has been cured, or shall have been determined adversely to the Trustee, then and in every such case, the Issuer, the Trustee, the Bondholders, and the Borrower shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.
Section 9.05. Right of Bondholders to Direct Proceedings.
No Holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or any other remedy hereunder or on the Bonds, unless such Holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided and unless also the Holders of not less than 51% in principal amount of the Bonds then outstanding shall have made written request of the Trustee to do so, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been offered to the Trustee security and satisfactory indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the

Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder or under the Bonds, except in the manner herein provided and for the equal benefit of all Holders of Outstanding Bonds. For purposes of the foregoing sentence, the Trustee shall be deemed to have failed to act within a reasonable time if it fails to take action within sixty (60) days after receipt of notice and compliance with the foregoing terms and conditions, whereupon, the Holders of 51% aggregate principal amount of the Bonds may take such action in the place of the Trustee. Nothing contained in this Indenture shall, however, affect or impair the right of any Holder of Bonds to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest, on each of the Bonds issued hereunder to the respective Holders of the Bonds at the time, place, from the source and in the manner herein and in such Bonds expressed.
Section 9.06. Remedies Vested in Trustee.
All rights of action under this Indenture or under any of the Bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the equal and ratable benefit of the Holders of the Bonds, subject to the provisions of this Indenture.
Section 9.07. Remedies Non-Exclusive and Cumulative.
No remedy herein conferred upon or reserved to the Trustee or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
Section 9.08. Delays or Omissions by Trustee.
No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or any acquiescence therein; and every power and remedy given by this Article IX to the Trustee and to the Holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.
Section 9.09. Application of Moneys.
All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article IX shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses and advances incurred or made by the Trustee and the Issuer with respect thereto, be deposited in the Bond Fund and all moneys so deposited in the Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which have matured or otherwise become payable prior to such Event

of Default or for the payment of interest due prior to such Event of Default, which moneys shall continue to be held for such payments) shall be applied as follows:
Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied:
First - To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the direct order of the maturity of the installments of such interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege;
Second - To the payment to the persons entitled thereto of the unpaid principal, on any of the Bonds, which shall have become due (other than Bonds which have matured or otherwise become payable prior to such Event of Default and moneys for the payment of which are held in the Bond Fund or otherwise held by the Trustee), and if the amount available shall not be sufficient to pay in full the amount of principal, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or privilege;
Third - To the payment to the persons entitled thereto of all other of the Issuer’s Obligations and the Borrower’s Obligations, and, if the amount available shall not be sufficient to pay such Obligations in full, then to the payment ratably, according to the amounts then due, to the persons entitled thereto without discrimination or privilege; and
Fourth - The remainder, if any, shall be paid over to the Borrower, its successors or assigns, or whomever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.
If the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal of and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest to the persons entitled thereto without any discrimination or privilege. Any remaining funds shall be applied in accordance with the paragraphs designated “Third” and “Fourth” of subsection (a) above.
Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts or principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing

of any such date, and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.
Section 9.10. Severability of Remedies.
It is the purpose and intention of this Article to provide rights and remedies to the Trustee and Bondholders which may be lawfully granted under the provisions of the Act, but should any right or remedy herein granted be held to be unlawful, the Trustee and the Bondholders shall be entitled, as above set forth, to every other right and remedy provided in this Indenture and by law.

ARTICLE X

THE TRUSTEE AND REMARKETING AGENT
Section 10.01. Acceptance of Trusts.
The Trustee hereby accepts the trusts hereby created and agrees to perform and execute such trusts as an ordinary prudent trustee under a corporate indenture, but only upon the additional terms set forth in this Article, to all of which the Issuer agrees and the respective Holders of the Bonds agree upon and by their acceptance of delivery of any of the Bonds.
Section 10.02. Trustee Not Responsible for Recitals, Statements and Representations.
Except as otherwise expressly provided herein, any representations or warranties by the Issuer in this Indenture or in the Bonds contained shall be taken and construed as made by and on the part of the Issuer, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.
Except for information, if any, provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any Official Statement or other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds.
Section 10.03. Action by Trustee Through and In Reliance Upon Others.
The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees. The Trustee shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the written advice or opinion of such counsel shall be full and complete authorization and protection for any action taken or omitted by it in good faith and in accordance with such advice or opinion. The Trustee may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may be reasonably employed in connection with the trusts hereof, such compensation to be paid as described under Section 10.04 hereof. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatever in connection with the trust, except only for negligence or willful misconduct with respect to its responsibilities hereunder.

Except for fraud and willful misconduct, no personal recourse may be taken, directly or indirectly, against any officer, director, employee or agent of the Trustee with respect to the obligations of the Trustee under this Indenture or any certificate or other writing delivered in connection therewith. The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties and functions under this Indenture shall extend to the Trustee’s officers, directors, agents and employees.
The Trustee’s immunities and protections from liability and its right to payment of compensation and indemnification in connection with performance of its duties and functions under this Indenture shall survive the Trustee’s resignation or removal and the final payment of the Bonds.
Section 10.04. Fees and Expenses of Trustee.
The Trustee shall be entitled to payment and/or reimbursement of such fees as the Trustee, the Issuer and the Borrower shall agree upon, or in the absence of such agreement, to payment and/or reimbursement of reasonable fees, for its services rendered hereunder, and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Any amounts payable to the Trustee pursuant to this Section 10.04 shall be payable upon demand.
Section 10.05. Trustee’s Obligations to Take or Have Notice of Default.
The Trustee shall not be required to take notice, or to be deemed to have notice, of any default under this Indenture other than a default under Section 9.01(a) or Section 9.01(b) hereof, unless specifically notified in writing of such default by the Issuer or by the Holders of not less than 25% in principal amount of the Bonds then Outstanding. The Trustee may, however, at any time, in its discretion, require of the Issuer information and advice as to the performance of any of the covenants, conditions and agreements contained herein.
Section 10.06. Duties of Trustee.
If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
Except during the continuance of an Event of Default,
The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine those certificates and opinions to determine whether they conform to the requirements of this Indenture.

The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that
This paragraph does not limit the effect of paragraph (b) of this Section,
The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts,
The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it in accordance with this Indenture, and
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense, but the Trustee shall not require indemnity as a condition to making any payments on the Bonds, or declaring the principal of and interest on the Bonds to be due immediately hereunder.
The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the defeasance or discharge of this Indenture and final payment of the Bonds.
Except as otherwise provided in this Article, the Trustee shall be under no obligation to take any action in respect of any default or otherwise, or toward the execution or enforcement of any of the trusts hereby created, or to institute, appear in or defend any suit or other proceeding in connection therewith, unless requested in writing to do so by the Holders of not less than 51% in principal amount of the Bonds then Outstanding, and if in its opinion such action may tend to involve it in expense or liability, unless furnished, from time to time as often as it may require, with security and satisfactory indemnity. The foregoing provisions are intended only for the protection of the Trustee, and shall not affect any discretion or power given by any provision of this Indenture to the Trustee to take action in respect of any default without such notice or request from the Bondholders, or without such security or indemnity.
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a) through (f) of this Section.
Section 10.07. Trustee May Make Advances to Effect Performance.
If the Issuer shall fail to perform any of the covenants or agreements contained in this Indenture other than the covenants or agreements in respect of the payment of the principal of and interest on the Bonds, the Trustee may, in its absolute discretion and without notice to the

Bondholders, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation to do so; and any and all moneys paid or advanced by the Trustee for any such purposes shall be a claim in favor of the Trustee upon the Trust Estate prior to the claim of the Bonds; but no such advance shall operate to relieve the Issuer from any default hereunder.
Section 10.08. Trustee May Rely Upon Instruments.
The Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any indenture, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board, body or person or to have been prepared and furnished pursuant to any of the provisions of this Indenture or the Documents, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements, and shall be protected and shall incur no liability in acting or proceeding in good faith in reliance thereon. The Trustee shall not be bound to recognize any person as a Holder of any Bond or to take any action at his request unless such Bond shall be deposited with the Trustee or satisfactory evidence of the ownership of such Bond shall be furnished to the Trustee.
Section 10.09. Trustee May Own and Deal in Bonds and Deal With Issuer and Borrower.
The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued hereunder and secured by this Indenture, and may join in any action which any Bondholder may be entitled to take with like effect as if the Trustee were not a party to this Indenture. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer or the Borrower or any related entity, and may act as depository, trustee, or agent for any committee or body of Holders of the Bonds secured hereby or other obligations of the Issuer as freely as if it were not Trustee hereunder.
Section 10.10. Financial Liability of the Trustee.
No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur or risk any financial liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Except as may otherwise be provided in this Indenture, the Trustee will have the right to demand, in respect to the authentication of any Bonds or the release of any property, any showings, certificates, opinions (including Opinions of Counsel), appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof or of the Loan Agreement required as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer or the Borrower to the authentication of any Bonds, or the release of any property.

Section 10.11. Trustee May Construe Ambiguous or Inconsistent Provisions.
The Trustee may construe any of the provisions of the Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Bondholders.
Section 10.12. Resignation of Trustee.
The Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture by giving not less than 60 days written notice to the Issuer (with a copy to the Borrower and the Investor Member) specifying the date when such resignation shall take effect and such resignation shall take effect upon the day specified in such notice unless previously a successor shall have been appointed, in which event such resignation shall take effect immediately on the appointment of such successor, provided that such resignation shall not take effect unless and until a successor shall have been appointed.
Section 10.13. Removal of Trustee.
The Trustee shall be removed by the Issuer if at any time so requested by an instrument or concurrent instruments in writing, filed with the Trustee and the Issuer, and signed by the Holders of a majority in principal amount of the Bonds then Outstanding or their attorney-in-fact duly authorized, excluding any Bonds held by or for the account of the Issuer. The Issuer may also remove the Trustee at any time, except during the existence of any Event of Default as defined in Section 9.01 hereof, for cause or breach of trust or for acting or proceeding in violation of, or failing to act or proceed in accordance with any provision of this Indenture with respect to the duties and obligations of the Trustee by filing with the Trustee an instrument signed by an authorized officer of the Issuer. A copy of each such instrument providing for any such removal shall be delivered by the Issuer to any Bondholder who shall have filed its name and address with the Issuer and, if requested, to the Borrower and the Investor Member; provided that such removal shall not take effect unless and until a successor shall have been appointed.
Section 10.14. Appointment of Successor Trustee.
In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, the Issuer covenants and agrees that it will thereupon appoint a successor Trustee.
If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provision of this Section within 45 days after the Trustee shall have given to the Issuer written notice, as provided in Section 10.12 or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, prescribe and appoint a successor Trustee.
Any successor Trustee appointed under the provision of this Section 10.14 in succession to the Trustee shall be a bank or trust company or national banking association with trust powers,

having a combined capital, surplus and undivided profits of at least $50,000,000 if there be such a bank or trust company or national bank association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Indenture.
Section 10.15. Appointment of Successor Trustee by Court.
In case at any time the Trustee shall resign and no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article prior to the date specified in the notice of resignation as the date when such resignation shall take effect, the retiring Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article within six months after a vacancy shall have occurred in the office of Trustee, the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Trustee. A successor Trustee under Sections 10.14 and 10.15 shall notify the Borrower and the Investor Member, in writing, after being so appointed.
Section 10.16. Acceptance of Trust by Successor Trustee.
Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and the Rating Agency an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without further act, deed or conveyance, shall become duly vested with all the estates, property, rights, powers, trust, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein. Upon request of such Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument transferring to such successor Trustee all the estates, property, rights, powers and trusts hereunder of the Trustee so ceasing to act, and the Trustee so ceasing to act shall pay over to the successor Trustee all moneys and other assets at the time held by it hereunder.
Section 10.17. Merger or Consolidation of Trustee With Another Corporation.
Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding.
Section 10.18. Action of Trustee During Existence of an Event of Default.
Notwithstanding any other provisions of this Article, the Trustee shall, during the existence of an Event of Default known to the Trustee, exercise such of the rights and powers vested in it by the Indenture and use the same degree of skill and care in their exercise as a prudent person would use and exercise under the circumstances.

Section 10.19. Notice of an Event of Default.
Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default known to the Trustee, the Trustee shall within 30 days give written notice thereof to the Issuer, the Borrower, the Investor Member, the Rating Agency and to each Bondholder at its last address appearing upon the registration books of the Issuer kept by the Trustee unless such Event of Default shall have been cured before the giving of such notice.
Section 10.20. Trustee May Intervene.
In any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Holders of the Bonds, the Trustee may intervene on behalf of the Holders of the Bonds and shall, upon receipt of satisfactory indemnity do so if requested in writing by the Holders of not less than 51% in principal amount of Bonds then outstanding, if such intervention is permitted by the court having jurisdiction in the premises.
Section 10.21. Unclaimed Moneys.
Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any Bonds which remain unclaimed for a period up to six
(6) months, prior to the date when such moneys would escheat under applicable law and after the date when such Bonds have become due and payable either at their stated maturity dates, if such moneys were held by the Trustee at such date, or for a period up to six (6) months prior to the date when such moneys would escheat under applicable law if deposited with the Trustee after such date when all Bonds became due and payable, shall be paid by the Trustee to the Issuer as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged. Thereafter, any person having a claim against any such moneys shall look solely to the Issuer for payment of the same.
Section 10.22. Appointment of Co-Trustee.
It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as a trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Loan Agreement, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co trustee. The following provisions of this Section are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate or co trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co trustee but only to the extent necessary to enable such separate or co trustee to exercise such

powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them.
Approval in writing from the Issuer shall be required prior to the appointment of the separate or co trustee by the Trustee. All such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer at the expense of the Borrower. In case any separate or co trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co trustee, so far as permitted by law and so approved by the Issuer, shall vest in and be exercised by the Trustee until the appointment of a successor to such separate or co trustee. The Trustee shall notify the Borrower and the Investor Member, in writing, of any co-trustee appointed under this Section.
Section 10.23. The Remarketing Agent.
The Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bonds. The Remarketing Agent shall designate to the Trustee its Designated Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Borrower (and, if requested, the Investor Member) and the Trustee. In addition, the Remarketing Agent will agree particularly to:
keep such records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such records available for inspection by the Issuer, the Trustee, the Investor Member and the Borrower at all reasonable times; and
perform all of its functions and duties under this Indenture.
The Remarketing Agent shall be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations.
The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance of the Remarketing Agent’s obligations under this Indenture, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least
$5,000,000, or shall have a line of credit with a commercial bank in the amount of at least
$5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co-Remarketing Agent it appoints.
Section 10.24. Qualification of Remarketing Agent.
The Remarketing Agent shall be a member in good standing of the Financial Industry Regulatory Authority and shall be authorized by law to perform all the duties imposed upon it by this Indenture. Subject to the terms of the Remarketing Agreement, the Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days’ notice of such resignation to the Issuer, the Borrower, the Investor Member, the Managing Member and the Trustee.  The Remarketing Agent may be removed, with prior

notice to the Issuer, at any time by the Borrower, with at least 30 days’ notice of such removal to the Remarketing Agent.
Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any money and Bonds held by it in such capacity to its successor.
The Trustee, within 30 days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the Rating Agency (if the Bonds are then rated) and to the Holders of the Bonds.
Section 10.25. Notices to Rating Agency and Remarketing Notice Parties.
The Trustee shall notify the Rating Agency and the Remarketing Notice Parties of (a) the occurrence of an Event of Default of which the Trustee has actual notice, (b) the occurrence of any monetary or other material default under the Loan of which the Trustee has actual notice, (c) any change in the identity of the Trustee, (d) any amendments, modifications, supplements or changes to this Indenture, the Loan Agreement, the Note or the Bonds, including any extension of principal or modification of interest or redemption premium due on any of the Bonds, in each case only in the event the Trustee has actual notice, (e) any change or proposed change in the structure or identity of the Borrower of which the Trustee has actual knowledge, (f) any change or notification of proposed change of the Mandatory Tender Date or Remarketing Date, (g) any partial prepayment of the Loan or the giving of notice of the call for redemption of any Bonds, (h) any change in the investment of funds subject to the lien of this Indenture, (i) any defeasance or acceleration of the Bonds hereunder, (j) any change in the Remarketing Agent or the Mortgage Lender of which the Trustee has actual knowledge, or (k) any sale of Eligible Investments below par, as shown in a Cash Flow Projection delivered to the Rating Agency prior to the sale date; provided that the Trustee shall incur no liability for failure to give any such notice.
Section 10.26. Financing Statements.
Pursuant to Section 6.03 of the Loan Agreement, the Borrower shall perfect, or shall cause to be perfected any security interest created hereunder by the filing of financing statements which fully comply with the laws of the State of Florida, in the [Office of the Recorder of Deeds in the State of Florida]. Notwithstanding the foregoing, the Trustee shall file all necessary continuation statements with respect to any such original financing statements of which a legible copy showing the date and place of filing, is delivered to the Trustee, at the expense of the Borrower within the time prescribed by the laws of the State of Florida.
Section 10.27. Trustee Delivery of Information to Borrower and Investor Member.
The Trustee shall furnish to the Borrower and the Investor Member all information reasonably requested by the Borrower or the Investor Member with respect to the Bonds and the investment of Funds and Accounts maintained by the Trustee hereunder.

Section 10.28. Trustee Delivery of Information to Rating Agency.
The Trustee shall furnish to the Borrower and the Rating Agency all information reasonably requested by the Borrower or the Rating Agency with respect to the Bonds and the investment of Funds and Accounts maintained by the Trustee hereunder.

ARTICLE XI

MODIFICATION OF INDENTURE AND OTHER DOCUMENTS
Section 11.01. Limitation on Amendments to this Indenture.
This Indenture shall not be modified or amended in any respect except as provided in accordance with and subject to the provisions of this Article.
Section 11.02. Amendments to Indenture and Loan Agreement Not Requiring Consent of Bondholders.
The Issuer and the Trustee may, from time to time and at any time, without the consent of Bondholders, enter into agreements supplemental to this Indenture and the Loan Agreement as follows:
to specify and determine any matters and things relative to Bonds which shall not materially adversely affect the interest of the Bondholders;
to cure any formal defect, omission or ambiguity in this Indenture or the Loan Agreement if such action does not materially adversely affect the rights of the Bondholders;
to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture as heretofore in effect;
to add to the covenants and agreements of the Issuer in this Indenture or the Loan Agreement other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Indenture or the Loan Agreement as theretofore in effect;
to add to the limitations and restrictions in this Indenture or the Loan Agreement, other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Indenture or the Loan Agreement as theretofore in effect;
to confirm, as further assurance, any pledge under and the subjection to any claim, lien or pledge created, or to be created by, this Indenture, of the Revenues or of any other moneys, securities or funds; or

to modify, amend or supplement this Indenture or the Loan Agreement in any respect which, in the judgment of the Trustee, is not materially adverse to the interests of the owners of the Bonds.
Before the Issuer shall enter into any agreement supplemental to this Indenture pursuant to this Section, there shall have been filed with the Trustee an opinion of Bond Counsel stating that (1) such supplemental indenture is authorized or permitted by this Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms and (2) the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
The Trustee shall send written notice to the Borrower, the Investor Member and Rating Agency of any amendment to this Indenture or the Loan Agreement and, if requested, copies of any such amendments.
Section 11.03. Amendments to Indenture Requiring Consent of Bondholders.
Subject to the terms and provisions contained in this Section and not otherwise, the Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the execution and delivery by the Issuer and the Trustee of any agreement supplemental to this Indenture as shall be deemed necessary or desirable by the Issuer and the Trustee for the purposes of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in this Indenture; provided, however, that, unless approved in writing by the Holders of all of the Bonds then Outstanding, nothing herein contained shall permit, or be construed as permitting, (i) a change in the terms of maturity of the principal of or the interest on any Outstanding Bond, or a reduction in the principal amount of any Outstanding Bond or the rate of interest thereon, or (ii) the creation of a claim or lien upon, or a pledge or assignment of, the Trust Estate ranking prior to or on a parity with the claim, lien, assignment or pledge created by this Indenture, or the release of the Trust Estate or any part thereof (except to the extent permitted pursuant to the Documents), or (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for any action or consent by Bondholders set forth in this Indenture, including (without limitation) that required for consent to such supplemental indentures. This Section shall not limit or otherwise affect the ability of the Issuer to enter into agreements supplemental to this Indenture without the consent of the Bondholders pursuant to Section 11.02 hereof.
If at any time the Issuer and the Trustee shall determine to enter into any supplemental indenture for any of the purposes of this Section, the Trustee shall cause written notice of the proposed supplemental indenture to be given to all Holders of the Bonds; provided, however, that failure to give such notice or any defect therein, shall not affect the validity of any proceedings pursuant hereto. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the Trust Office for inspection by all Bondholders.
Within one hundred twenty (120) days after the date of giving such notice, the Issuer and the Trustee may enter into such supplemental indenture in substantially the form

described in such notice only if there shall have first been filed with the Issuer (i) the written consents of Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding (or 100% if required hereunder) and (ii) an opinion of counsel stating that (1) such supplemental indenture is authorized or permitted by this Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms and (2) the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income taxes.
If the Holders of not less than the percentage of Bonds required by this Section shall have consented to and approved the supplemental indenture as herein provided, no Holder of any Bond shall have any right to object to such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety thereof, or to enjoin or restrain the Issuer or the Trustee from entering into the same or from taking any action pursuant to the provisions thereof.
Upon the effectiveness of any supplemental indenture entered into pursuant to the provisions of this Section, this Indenture shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Issuer, the Trustee and all Holders of Bonds then outstanding shall thereafter be determined, exercised and enforced under this Indenture subject in all respects to such modifications and amendments.
The Trustee shall send written notice to the Rating Agency of any amendment to this Indenture.
Section 11.04. Supplemental Indentures Part of Indenture.
Any supplemental indenture entered into in accordance with the provisions of this Article shall thereafter form a part of this Indenture and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be and shall be deemed to be a part of the terms and conditions of this Indenture for any and all such purposes.
Section 11.05. Required Consent.
Notwithstanding anything herein to the contrary, the Trustee shall not be required to enter into or consent to any supplemental indenture or any amendment of any other Document that would materially adversely affect the rights, obligations, powers, privileges, indemnities, immunities or other security provided the Trustee herein or therein, except to the extent necessary, as set forth in an opinion of Bond Counsel, to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Further, notwithstanding anything herein to the contrary, as long as no default has occurred and is continuing under any of the Documents, any supplemental indenture under this Article shall not become effective unless and until the Borrower shall have consented in writing to such supplemental indenture, and to any related revisions of the Loan Agreement, the Tax Regulatory Agreement or any of the other Documents to be affected.

Section 11.06. Amendments to Documents Requiring Consent of Bondholders.
Except as provided in Section 11.02 of this Indenture, the Issuer and the Trustee shall not consent to any amendment, change or modification of the Documents without the giving of written notice and the written approval or consent of the Holders of the Bonds at the time Outstanding, given and procured as provided in Section 11.03 hereof; provided, however, no such separate approval or consent shall be required in connection with the issuance of refunding bonds if any required consent of the required number of Holders to the issuance thereof shall have been previously obtained. If at any time the Issuer and the Borrower shall request in writing the consent of the Trustee to any such proposed amendment, change or modification, the Trustee shall cause notice of such proposed amendment, change, or modification to be given in the same manner as provided by Section 11.03 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Trust Office for inspection by all Bondholders.
Section 11.07. Conversion Date.
On the Conversion Date and upon the execution and delivery of the Funding Loan Agreement, Governmental Note and Project Loan Agreement, this Indenture, the Loan Agreement and the Bonds shall be deemed amended, restated and superseded in full by the terms thereof.

ARTICLE XII MISCELLANEOUS
Section 12.01. Issuer’s Successors.
In the event of the dissolution of the Issuer, all the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of, or for the benefit of, the Issuer, shall bind or inure to the benefit of the successors of the Issuer from time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of the Issuer shall be transferred.
Section 12.02. Indenture for Benefit of Issuer, Trustee and Bondholders.
Except as herein otherwise specifically provided, nothing in this Indenture expressed or implied is intended or shall be construed to confer upon any person, other than the Issuer, the Trustee and the Holders of the Bonds, any right, remedy or claim under or by reason of this Indenture, this Indenture being intended to be for the sole and exclusive benefit of the Issuer and the Trustee and the Holders of the Bonds; provided that this Indenture shall also be for the benefit of the Borrower and the Investor Member, and the Borrower and the Investor Member shall be deemed to be third-party beneficiaries of and in connection with those matters in which the terms of this Indenture fairly construed are indicative that they are for the benefit of the Borrower or the Investor Member.

Section 12.03. Severability.
In case any one or more of the provisions of this Indenture or of the Bonds for any reason, is held to be illegal or invalid such illegality or invalidity shall not affect any other provisions of this Indenture or the Bonds, and this Indenture and the Bonds shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced as if such illegal or invalid provisions had not been contained therein.
Section 12.04. Officials of Issuer Not Liable.
No personal recourse may be taken, directly or indirectly, against any past, present or future officer, director, employee or agent of the Issuer with respect to the obligations of the Issuer under this Indenture or any certificate or other writing delivered in connection therewith. The Issuer’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties and functions under this Indenture shall extend to the Issuer’s past, present and future officers, directors, employees and agents.
Section 12.05. Governing Law; Waiver of Jury Trial.
The laws of the State shall govern the construction and interpretation of this Indenture and of all Bonds issued hereunder. To the extent permitted by applicable law, each of the parties hereto hereby waives the right to trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Indenture.
Section 12.06. Notices; Publication of Notice.
All notices, advice, certifications or other communications hereunder between the Issuer and the Trustee shall be sufficiently given and shall be deemed given when delivered by hand or overnight courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, or transmitted by Electronic Means addressed to the appropriate Notice Address. The Issuer or the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, advice, certifications or other communications shall be sent. Notices to persons other than the Issuer or the Trustee (such as, for example, notices to Owners of Bonds) shall be governed by the other applicable provisions of this Indenture.
Whenever the Issuer or the Trustee is required or permitted to give or publish notice of any event or occurrence under this Indenture, such notice shall be given or published in such manner and by such means as the Issuer or the Trustee, as the case may be, shall determine to be appropriate. Such publication may be by (but is not limited to) any of the following means: (1) publication in one or more newspapers or trade journals selected by the Issuer or the Trustee, as the case may be; (2) publication by or through one or more financial information reporting services; (3) delivery to one or more “nationally recognized municipal securities information repositories” (as such term is defined in Securities and Exchange Commission Rule 15c2-12) or any successor repository or entity fulfilling a substantially similar or like role; or (4) by mailing a copy of such notice by first class mail, postage prepaid, to the person entitled to receive the notice at such person’s address as shown on the records of the Issuer or the Trustee.

Section 12.07. Trustee as Paying Agent and Bond Registrar.
The Trustee is hereby designated and agrees to act as paying agent and Bond registrar for and in respect to the Bonds.
Section 12.08. Execution of Instruments by Bondholders and Proof of Ownership of
Bonds.
Any request, direction, consent or other instrument in writing required or permitted by this
Indenture to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of the Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner:
The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution.
The ownership of Bonds shall be conclusively proved by the registration books kept under the provisions of Section 2.08 of this Indenture.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which to it may seem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the Trustee pursuant to such request or consent.
Section 12.09. Mortgage Loan Documents Independent.
Enforcement of the covenants in this Indenture will not result in, and neither the Issuer nor the Trustee has or shall be entitled to assert, any claim against the Borrower, the Project, the Mortgage Loan proceeds, any reserves or deposits required by the Mortgage Lender in connection with the Mortgage Loan transaction, or the rents or deposits or other income of the Project.
Failure of the Issuer or the Borrower to comply with any of the covenants set forth in this Indenture or any of the Borrower Documents will not automatically serve as a basis for default on the Mortgage Loan, the underlying mortgage, or any of the other Mortgage Loan Documents, unless such default is expressly declared by the Mortgage Lender in accordance with the terms of the Mortgage Loan Documents.
Notwithstanding anything in this Indenture, the Loan Agreement, the Note or the Bond Purchase Agreement to the contrary, (i) the Mortgaged Property (as defined in the Mortgage Loan Security Instrument) shall not include any portion of the Trust Estate and the Mortgage

Lender shall not have any claim to or lien upon the Trust Estate under this Indenture and funds held by the Trustee under this Indenture and pledged to secure the repayment of the Bonds, except for Eligible Funds that may be returned to the party that deposited said funds with the Trustee as may be required under Section 4.8 hereof; and (ii) the Trust Estate shall not include any portion of the Mortgaged Property (as defined in the Mortgage Loan Security Instrument).
Section 12.10. Counterparts.
This Indenture may be simultaneously executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument.
Section 12.11. U.S.A. Patriot Act Requirements of the Trustee.
To help the government of the United States of America fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Trustee may request documentation to verify such Person’s formation and existence as a legal entity and the identity of the owners or controlling persons thereof. The Trustee may also request financial statements, licenses, identification and authorization documents from individuals claiming authority to represent such Person or other relevant documentation.
Section 12.12. Recycling Transactions.
Notwithstanding any provisions of the Indenture or the Bonds to the contrary, the Issuer shall be permitted to direct that payments representing prepayments or repayments of principal on the Note be delivered to a custodian or trustee selected by the Issuer, in lieu of application to repay a like portion of the Bonds, so long as the Issuer simultaneously causes other funds to be applied to repay such portion of the Bonds. The preceding provisions shall apply only for purposes of preserving or “recycling” private activity bond volume cap in accordance with Section 146(i)(6) of the Code. In connection with such recycling and Bond prepayment, if so directed in a written direction of the Issuer provided to the Trustee prior to any prepayment date, the Trustee is hereby authorized and directed to receive any such Bond prepayment or amounts corresponding thereto and to hold such amounts, uninvested, for such period of time and to transfer such amounts to the Issuer, or to such custodian, fiscal agent or trustee designed by the Issuer and specified in such written direction. For purposes of effectuating the foregoing, the Trustee is hereby authorized and directed to open and create such funds or accounts, which may be temporary in nature, as may be necessary or desirable, and to close such funds or accounts following the completion of the transfers set forth in such written direction.

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GT Draft of 2.5.26

SIGNATURE PAGE TO TRUST INDENTURE
(Crestwood Apartments)

IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed in its name and behalf by its authorized officer and its official seal to be hereunto affixed and attested by its authorized officer, the Secretary has approved this Indenture and the determination of the Issuer herein, and the Trustee has caused this Indenture to be signed in its name by one of its duly authorized officers, all as of the day and year first above written.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL) ATTEST:

By:		 Duane Owen, Chair

By:		 George S. Flint, Assistant Secretary

SIGNATURE PAGE TO TRUST INDENTURE
(Crestwood Apartments)

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:	 Name:	 Title:	

CONSENT AND AGREEMENT OF BORROWER
For and in consideration of the issuance of the Bonds by the Issuer, the Borrower consents to and approves the Indenture in all respects. In addition, the Borrower agrees that whenever the Indenture by its terms imposes any duty or obligation on the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Indenture, and the Borrower agrees to carry out and perform its duties and obligations thereunder.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By: LRC GP, LLC, a Delaware limited liability company, its sole Member
By: Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:		 Ty Tyson
Chief Investment Officer

GT Draft of 2.5.26

APPENDIX A
FORM OF 2026 SERIES B BONDS
No. R-1	$26,000,000
$26,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (CRESTWOOD APARTMENTS),
2026 SERIES B
THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND ASSETS OF THE ISSUER PLEDGED TO SUCH PURPOSES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE INDENTURE AND NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE STATE OF FLORIDA, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER.
INITIAL

DATED DATE

February_, 2026

INITIAL INTEREST RATE

MANDATORY TENDER DATE
September	1,
2028

MATURITY DATE
September	1,
2043

CUSIP NUMBER

REGISTERED OWNER:	CEDE & CO.
PRINCIPAL AMOUNT:	TWENTY SIX MILLION DOLLARS ($26,000,000)
FOR VALUE RECEIVED, the Osceola County Housing Finance Authority, a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “Issuer”), hereby promises to pay (but only out of the Trust Estate pledged therefor) to the registered owner identified above, or its successor or registered assignee or legal representative, unless previously called for redemption, the principal amount set forth above, on the Maturity Date identified above, in lawful money of the United States of America which on the date of payment is legal tender for the payment of public and private debts, upon the presentation and surrender of this Bond at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., as trustee, or its successor in trust (the “Trustee”), and to pay interest thereon (but only out of the Revenues) to the registered owner hereof from the Dated Date identified above to but not including September 1, 2028 (the “Initial Mandatory Tender Date”), at the Initial Interest Rate per annum identified above and thereafter at the Remarketing Rate (as defined in the Trust Indenture) (subject to adjustment or change as provided in the Trust Indenture), payable at the times and in the manner hereinafter set forth. Principal hereof shall be payable, upon the request of any registered Holder

of Bonds on the applicable Record Date having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the bank and account number specified by such holder to the Trustee in writing. All interest hereon shall be paid by check or draft mailed by the Trustee to the registered Owner hereof at his or her address as it appears on the registration books of the Issuer, or, upon the request of any registered Holder of Bonds having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the bank and account number provided by such registered Owner to the Trustee in writing, such interest being payable semi-annually on each February 1 and July 1, commencing July 1, 2026, until the principal amount of the Bonds is paid or duly provided for in lawful money of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. Capitalized terms used herein have the same meanings as set forth in the Trust Indenture, dated as of February1, 2026, by and between the Issuer and the Trustee (the “Trust Indenture”).
This Bond is one of an issue of the $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”), of like date and tenor, except as to number and denomination, issued under and pursuant to the Constitution and laws of the Florida (the “Act”), for the purpose of financing or providing financial assistance for a portion of the costs of acquisition and rehabilitation by EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), of a multifamily rental housing project located in the State, which, upon completion, will contain approximately 216 affordable rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses (the “Project”). The proceeds of the Bonds are being loaned to the Borrower by the Issuer under a Loan Agreement dated as of February 1, 2026, by and between the Borrower and the Issuer (the “Loan Agreement”) and evidenced by a Promissory Note dated February   , 2026, from the Borrower in favor of the Issuer (the “Note”).
The Bonds are issued under the Trust Indenture, and to the extent provided therein, are, together with all other Bonds that may be issued thereunder, equally and ratably secured and entitled to the protection given by the Trust Indenture. Pursuant to the Trust Indenture, the Issuer has assigned to the Trustee (among other things) the Revenues. Pursuant to the Note and the Loan Agreement, payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Borrower to the Trustee for the account of the Issuer. The obligations of the Borrower under the Note and the Loan Agreement are secured by the proceeds of the Bonds deposited into the Project Fund and Eligible Funds deposited into the Collateral Fund created pursuant to Section 4.01 of the Trust Indenture.
Reference is made to the Trust Indenture, the Note, and the Loan Agreement and to all amendments and supplements thereto for a description of the property pledged and assigned and the provisions, among others, with respect to the nature and extent of the security, the rights, duties and other obligations of the Issuer and the Trustee, the terms on which the Bonds are issued and secured, the rights of the Holders of the Bonds and provisions for defeasance of such rights. The terms and conditions set forth herein concerning payment and other rights and remedies of the Owners of the Bonds are descriptive only and are subject in all cases to the terms and conditions as set forth in the Trust Indenture.

The Bonds are issuable in the form of registered Bonds without coupons in denominations of $5,000 each or any integral multiple of $1,000 in excess thereof (the “Authorized Denominations”).
This Bond is negotiable and is transferable, as provided in the Trust Indenture, only upon the books of the Issuer kept at the office of the Trustee, by the registered owner hereof in person or by his duly authorized attorney, and may be exchanged for new Bonds of the same aggregate principal amount of Authorized Denominations, maturity and interest rate, in registered form, but only upon presentation and surrender of this Bond, all in the manner and subject to the limitations and conditions provided in the Trust Indenture. The Issuer and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute Owner hereof for all purposes; and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.
The Bonds are subject to mandatory tender in whole on each Mandatory Tender Date. Holders will not have the right to elect to retain their Bonds. Upon presentation and surrender of the Bonds by the Holder on the date fixed for tender, the Holder shall be paid the principal amount of the Bonds to be tendered, plus accrued interest on such Bonds to the Mandatory Tender Date.
The Bonds are subject to optional redemption prior to their stated maturity, in whole or in part, as stated in the Indenture. Upon presentation and surrender of the Bonds by the Holder on the date fixed for redemption, the Holder shall be paid the principal amount of the Bonds to be redeemed, plus accrued interest on such Bonds to the redemption date.
The Holder of this Bond shall have no right to enforce the provisions of the Trust Indenture, or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Trust Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Indenture. The Trustee shall treat the registered Owner of this Bond as the person exclusively entitled to payment of principal and interest, and the exercise of all rights and powers of the owner of this Bond.
All acts, conditions and things required by the statutes of the State of Florida, the Act and the Trust Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, do exist, have happened and have been performed.
In any case where the date of maturity of or Interest Payment Date for this Bond shall not be a Business Day, the payment of interest or principal need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or Interest Payment Date, as applicable.
This Bond shall not be entitled to any benefit under the Trust Indenture, or be valid or become obligatory for any purpose, until the Trustee shall have executed the Certificate of Authentication appearing hereon.

IN WITNESS WHEREOF, the Issuer has caused this bond to be executed in its name by the manual or facsimile signature of an authorized officer and its corporate seal to be hereunto impressed or imprinted hereon and attested to by the manual or facsimile signature of an authorized officer of the Issuer, all as of the Dated Date identified above.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL) ATTEST:

By:		 Duane Owen, Chair

By:		 George S. Flint, Assistant Secretary

FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Trust Indenture referred to in this Bond.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:	 Name:	 Title:	
Date of Authentication: 	   , 2026

FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Please Print or Type Name and Address of Assignee)
Social Security or Taxpayer Identification Number:	 the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the said bond on the books of the within-named Issuer maintained by the Trustee for the registration thereof, with full power of substitution in the premises.

Signature guaranteed by:

Notice: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatever. The signature must be guaranteed.

[Bank, Trust Company or Firm]

Authorized Signature
(Signature(s) must be guaranteed by a broker or other financial institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP, SEMP, MSP)).

GT Draft of 2.5.26

APPENDIX B FORM OF REQUISITION
STATEMENT NO.    REQUESTING DISBURSEMENT OF FUNDS FROM PROJECT FUND PURSUANT TO SECTION 3.03 OF THE LOAN AGREEMENT
Pursuant to Section 3.03 of the Loan Agreement dated as of February 1, 2026 (the “Loan Agreement”) between the Osceola County Housing Finance Authority (the “Issuer”) and EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), the undersigned Authorized Borrower Representative hereby requests and authorizes The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as depositary of the Project Fund created by the Trust Indenture dated as of February 1, 2026 (the “Indenture”), between the Issuer and the Trustee, to pay [to the Borrower] [to [Mortgage Lender Name], as Mortgage Lender] [or to the Person(s) listed on the Disbursement Schedule hereto] out of the money deposited in the Project Fund the aggregate sum of $26,000,000 to pay the costs of the items listed in the Disbursement Schedule. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture and in the Tax Exemption Agreement.
In connection with the foregoing request and authorization, the undersigned hereby certifies that:
Each item for which disbursement is requested hereunder is properly payable out of the Project Fund in accordance with the terms and conditions of the Loan Agreement and none of those items has formed the basis for any disbursement heretofore made from said Project Fund.
Each such item is or was incurred in connection with the acquisition, construction, installation, equipment or improvement of the Project.
The Borrower has received, or will concurrently with payment receive and deliver to the Trustee, appropriate waivers of any mechanics’ or other liens with respect to each item for which disbursement is requested hereunder.
After taking into account the proposed disbursement,
no more than 5% of the Net Proceeds of the Bonds will have been used for costs that are not Qualified Project Costs;
less than 25% of the Net Proceeds of the Bonds will have been used for the cost of acquiring land; and
not more than 2% of the Net Proceeds of the Bonds will have been used for Costs of Issuance.
There is no current or existing default or event of default pursuant to the terms of the Loan Agreement, the Tax Regulatory Agreement or the Tax Exemption Agreement and no

event exists which by notice or passage of time or both would constitute an event of default under any of the foregoing documents.
There are no liens on the Project except Permitted Encumbrances and those permitted or provided for by the Loan Agreement
This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warranty, protection and authority to the Trustee for its actions taken pursuant hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This statement constitutes the approval of the Borrower of each disbursement hereby requested and authorized.

This 	 day of 	, 2026.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By: LRC GP, LLC, a Delaware limited liability company, its sole Member
By: Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:		 Ty Tyson
Chief Investment Officer

Approved:
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:	 Name:	 Title:	

DISBURSEMENT SCHEDULE
TO STATEMENT NO. 	 REQUESTING AND AUTHORIZING DISBURSEMENT OF FUNDS FROM PROJECT FUND PURSUANT TO SECTION 3.03 OF THE LOAN AGREEMENT.

GT Draft of 2.5.26

APPENDIX C FUNDING LOAN AGREEMENT
FUNDING LOAN AGREEMENT – FIXED RATE – TEL (IMMEDIATE)
(Revised 6-27-2023)
This FUNDING LOAN AGREEMENT (“Funding Loan Agreement”) dated as of [FIRST DAY OF MONTH OF CLOSING], is made by and among [GOVERNMENTAL LENDER] (the “Governmental Lender”), [FISCAL AGENT], as fiscal agent (the “Fiscal Agent”), and [SELLER/SERVICER] (in such capacity, the “Initial Funding Lender”).
RECITALS
Pursuant to [ENABLING STATUTE] (the “Act”) a Trust Indenture dated as of [	] (the “Indenture”) between the Governmental Lender (as “Issuer”) and the Fiscal Agent (as “Trustee”), the Issuer issued and sold its $[	] [BOND CAPTION] ([PROJECT NAME]), Series [  ] (the “Bonds”), and used the proceeds thereof to make a loan to [BORROWER], a [	] formed in the state of [		] (the “Borrower”), upon the terms and conditions of a promissory note dated [	] from the Borrower to the Issuer in the original principal amount of $[	] (the “Project Note”), which Project Note will be endorsed from the Issuer to the Trustee as security for the Bonds, and a Loan Agreement dated as of [	] (the “Loan Agreement”) between the Issuer and the Borrower, for purposes of funding a portion of the costs of acquiring, constructing and equipping a multifamily rental housing project located at [ADDRESS] in [CITY, STATE] and known as [PROPERTY NAME]. The Land, Improvements, and Fixtures (each as defined in the Security Instrument) are collectively referred to herein as the “Project”.
Pursuant to the Act and the Project Loan Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Project Loan Agreement”), by and among the Governmental Lender, the Fiscal Agent and the Borrower, the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the original principal amount of $[  ] (the “Project Loan”) to finance the Project during the Permanent Phase (as defined in the Indenture).
Governmental Lender is making the Project Loan with the proceeds received from the separate loan being made to Governmental Lender pursuant to this Funding Loan Agreement in the original principal amount of $[AMOUNT] (the “Funding Loan” and together with the Project Loan, the “Loans”). The Funding Loan is being originated and funded by Initial Funding Lender hereunder and is evidenced by the [ISSUE DESIGNATION], dated [DATE OF CLOSING] (the “Delivery Date”), executed by Governmental Lender and authenticated by Fiscal Agent in favor of Initial Funding Lender, in the form attached hereto as Exhibit A (as the same may be amended, restated, supplemented or otherwise modified from time to time, or any note executed in substitution therefor, as such substitute note may be amended, restated, supplemented or otherwise modified from time to time, and together with all addenda thereto, the “Governmental Note”).

Because the “Conditions to Conversion” (as defined in in the Construction Phase Financing Agreement dated as of [	] 1, 2026 (the “Construction Phase Financing Agreement”) by and among [CONSTRUCTION LENDER], the Initial Funding Lender and Freddie Mac) were satisfied on or prior to the Forward Commitment Maturity Date (as defined in the Construction Phase Financing Agreement), (i) the Bonds are subject to mandatory tender in accordance with the Indenture, (ii) the purchase price of the Bonds is being paid with amounts on deposit under the Indenture, (iii) a portion of the principal amount of the Bonds is being [cancelled/redeemed] such that the principal amount outstanding equals the principal amount of the Funding Loan, (iv) the Bonds are being converted to a physical Governmental Note, which is being purchased by the Initial Funding Lender, (v) this Funding Loan Agreement and the Project Loan Agreement are being delivered by the respective parties and becoming effective and superseding the Indenture and the Loan Agreement, and (vi) [CONSTRUCTION LENDER] is being been paid in full in accordance with the Indenture.
Freddie Mac has entered into a commitment with Initial Funding Lender dated [DATE] (as the same may be amended, modified or supplemented from time to time, the “Freddie Mac Commitment”) whereby Freddie Mac has agreed to purchase the Funding Loan from Initial Funding Lender on the date of satisfaction of the conditions set forth therein (the “Freddie Mac Purchase Date”). On the Freddie Mac Purchase Date, Initial Funding Lender will assign all of its rights and interest in the Governmental Note, this Funding Loan Agreement, the Continuing Covenant Agreement and the other Financing Documents to Freddie Mac.
To secure Borrower’s obligations under the Project Note, Borrower delivered to Governmental Lender (as Issuer) a [MORTGAGE], dated as of [	] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Instrument”) granting a first priority mortgage and security interest in the Project in favor of Governmental Lender. Pursuant to [	], the Security Instrument was assigned by the Issuer to the Trustee as security for the Bonds.
As a Condition to Conversion the Project Note and Security Instrument are required to amended and restated and the Borrower is required to enter into a Continuing Covenant Agreement, dated as of [CONVERSION DATE] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Continuing Covenant Agreement”), with Initial Funding Lender, to set forth various other requirements with respect to the Loans and the Project, which will be assigned to Freddie Mac on the Freddie Mac Purchase Date.
On and after the Freddie Mac Purchase Date, Freddie Mac will act as Funding Lender Representative with respect to the Loans. [SELLER/SERVICER] will act as the initial Loan Servicer for the Loans on behalf of Funding Lender Representative.
Governmental Lender has determined that all things necessary to incur the Funding Loan and to make the Governmental Note, when executed by Governmental Lender and authenticated by Fiscal Agent and issued in accordance with this Funding Loan Agreement, the valid, binding and legal obligation of Governmental Lender and to constitute this Funding Loan Agreement a valid lien on the properties, interests, revenues and payments herein pledged to the payment of the principal of, Prepayment Premium, if any, and interest on, the Governmental Note, have been duly taken, and the creation, execution and delivery of this Funding Loan Agreement

and the execution and delivery of the Governmental Note, subject to the terms of this Funding Loan Agreement, have been duly authorized by Governmental Lender.
Fiscal Agent has the power and authority to enter into this Funding Loan Agreement, including corporate trust powers to accept the trusts hereunder and to accept and assume its other responsibilities hereunder as Fiscal Agent as evidenced by its execution of this Funding Loan Agreement.
NOW, THEREFORE, in consideration of the premises and of the origination and funding of the Funding Loan by Initial Funding Lender, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I	DEFINITIONS; INTERPRETATION; SCHEDULE AND EXHIBITS.
1.01 Definitions. The terms used in this Funding Loan Agreement (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Funding Loan Agreement and of any amendment or supplement hereto shall have the respective meanings specified below. Terms used herein (including when used in the Recitals) not otherwise defined shall have the respective meanings set forth in the Project Loan Agreement and the Continuing Covenant Agreement.
“Act” is defined in the Recitals of this Funding Loan Agreement. “Additional Servicing Fee” is defined in Section 2.09 hereof.
“Administration Fund” means the Administration Fund established by Fiscal Agent pursuant to Section 4.01 hereof.
“Assignment” means the [Assignment of Security Instrument] dated as of [  ] by the Issuer assigning its interest in the Security Instrument to Trustee.
“Authorized Officer” means (a) when used with respect to Governmental Lender, the [OFFICER TITLE] of Governmental Lender and such additional Person or Persons, if any, duly designated by Governmental Lender in writing to act on its behalf, (b) when used with respect to Borrower, any [OFFICER TITLE] of Borrower and such additional Person or Persons, if any, duly designated by Borrower in writing to act on its behalf, (c) when used with respect to Fiscal Agent, any authorized signatory of Fiscal Agent, or any Person who is authorized in writing to take the action in question on behalf of Fiscal Agent, (d) when used with respect to Loan Servicer, any Person or Persons duly designated by Loan Servicer in writing to act on its behalf, and (e) when used with respect to Funding Lender Representative, any Person who is authorized in writing to take the action in question on behalf of Funding Lender Representative.
“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., as amended from time to time.
“Bond Counsel” means (a) on the Delivery Date, the law firm or law firms delivering the approving opinion(s) with respect to the Governmental Note, or (b) any other firm of attorneys selected by Governmental Lender that is experienced in matters relating to the issuance of

obligations by states and their political subdivisions that is listed as municipal bond attorneys in The Bond Buyer’s Municipal Marketplace and is acceptable to Funding Lender Representative.
“Borrower” means the entity identified as “Borrower” in the Recitals of this Funding Loan Agreement, together with any of its permitted successors and assigns, as owner of the Project.
“Business Day” means any day other than a Saturday, a Sunday, or any other day on which Fiscal Agent, Funding Lender or the national banking associations are not open for business.
“Certificate of Governmental Lender” and “Request of Governmental Lender” mean, respectively, a written certificate or request signed in the name of Governmental Lender by an Authorized Officer of Governmental Lender or such other Person as may be designated and authorized to sign for Governmental Lender. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Continuing Covenant Agreement” is defined in the Recitals of this Funding Loan Agreement.
“Cost,” “Costs” or “Costs of the Project” means costs paid with respect to the Project that:
Are properly chargeable to capital account (or would be so chargeable with a proper election by Borrower or but for a proper election by Borrower to deduct such costs) in accordance with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1),
Are paid with respect to a qualified residential rental project or projects within the meaning of Section 142(d) of the Code,
Are paid after the earlier of (i) 60 days prior to the date of a resolution of Governmental Lender to reimburse costs of the Project with proceeds of the Loans or (ii) the Delivery Date, and
If previously paid and to be reimbursed with proceeds of the Loans, were:
Costs of Issuance of the Governmental Note,
Preliminary capital expenditures (within the meaning of United States Treasury Regulations Section 1.150-2(f)(2)) with respect to the Project (such as architectural, engineering and soil testing services) incurred before commencement of acquisition or construction of the Project that do not exceed twenty percent (20%) of the issue price of the Governmental Note (as defined in Section 1.148-1 of the Treasury Regulations), or

Capital expenditures with respect to the Project that are reimbursed no later than eighteen (18) months after the later of the date the expenditure was paid or the date the Project is placed in service (but no later than three (3) years after the expenditure is paid);
provided however, that if any portion of the Project is being constructed or developed by Borrower or an affiliate (whether as a developer, a general contractor or a subcontractor), “Cost,” “Costs” or “Costs of the Project” shall include only (A) the actual out-of-pocket costs incurred by Borrower or such affiliate in developing or constructing the Project (or any portion thereof), (B) any reasonable fees for supervisory services actually rendered by Borrower or such affiliate (but excluding any profit component) and (C) any overhead expenses incurred by Borrower or such affiliate which are directly attributable to the work performed on the Project, and shall not include, for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the acquisition, construction or development of the Project or payments received by such affiliate due to early completion of the Project (or any portion thereof).
“Costs of Issuance” means, as applicable, (a) the fees (excluding ongoing fees), costs and expenses of (i) Governmental Lender, Governmental Lender’s counsel and Governmental Lender’s financial advisor, (ii) Bond Counsel, (iii) Fiscal Agent and Fiscal Agent’s counsel, (iv) Loan Servicer and Loan Servicer’s counsel, (v) Funding Lender and Funding Lender’s counsel (including both Initial Funding Lender and Freddie Mac, as assignee thereof on the Freddie Mac Purchase Date), and (vi) Borrower’s counsel attributable to the funding of the Loans and Borrower’s financial advisor, if any, and (b) all other fees, costs and expenses directly associated with the Funding Loan and the Project Loan, including, without limitation, printing costs, costs of reproducing documents, filing and recording fees.
“Cure Amount” is defined in Section 6.02 hereof.
“Default Rate” means the lower of (a) the Interest Rate otherwise in effect notwithstanding the default plus four percent (4%) per annum or (b) the Maximum Interest Rate.
“Delivery Date” means the date identified as “Delivery Date” in the Recitals of this Funding Loan Agreement, which is the date of funding of the Funding Loan and the delivery of the Governmental Note by Governmental Lender to Initial Funding Lender.
“Determination of Taxability” means, (a) a determination by the Commissioner or any District Director of the Internal Revenue Service, (b) a private ruling or Technical Advice Memorandum issued by the National Office of the Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, (c) a determination by any court of competent jurisdiction, (d) the enactment of legislation or (e) receipt by Fiscal Agent or Funding Lender Representative, at the request of Governmental Lender, Borrower, Fiscal Agent or Funding Lender Representative, of an opinion of Bond Counsel, in each case to the effect that the interest on the Governmental Note is includable in the gross income for federal income tax purposes of Funding Lender or any former Funding Lender other than a Funding Lender who is a “substantial user” of the Project or a “related person” (as such terms are defined in Section 147(a) of the Code); provided, however, that no such Determination of

Taxability under clause (a) or (c) shall be deemed to have occurred if Governmental Lender (at the sole expense of Borrower) or Borrower is contesting such determination, has elected to contest such determination in good faith and is proceeding with all applicable dispatch to prosecute such contest until the earliest of (i) a final determination from which no appeal may be taken with respect to such determination, (ii) abandonment of such appeal by Governmental Lender or Borrower, as the case may be, or (iii) one year from the date of initial determination.
“Electronic Instruction and Notice” means delivery of written instructions, directions and/or notice signed by an Authorized Officer in a Word format or a Portable Document Format (PDF) by electronic mail to the electronic mail addresses listed in Section 10.04 hereof (if any); provided, that if a sender receives notice that the electronic mail is undeliverable, notice must be sent as otherwise required by Section 10.04 hereof.
“Escrow Agent” means the Title Company or, if applicable, a separate escrow company selected by Borrower and acceptable to Initial Funding Lender that will handle the collection and disbursement of funds in connection with the closing of the Loans.
“Event of Default” means the occurrence of any event listed in Section 6.01 hereof. “Extraordinary Services” means and includes, but not by way of limitation, services,
actions and things carried out and all expenses incurred by Fiscal Agent, in respect of or to prevent default under this Funding Loan Agreement or the Project Loan Documents, including any reasonable attorneys’ or agents’ fees and expenses and other litigation costs that are entitled to reimbursement under the terms of the Project Loan Agreement, and other actions taken and carried out by Fiscal Agent which are not expressly set forth in this Funding Loan Agreement or the Project Loan Documents.
“Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (a) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (b) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (c) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or
(d) any commingled investment fund in which Governmental Lender and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of investment.
“Financing Documents” means, collectively, this Funding Loan Agreement, the Governmental Note, the Tax Certificate, the Project Loan Documents and all other documents or instruments evidencing, securing or relating to the Loans.

“Fiscal Agent” means the entity identified as “Fiscal Agent” in the introductory paragraph of this Funding Loan Agreement, together with any successor Fiscal Agent(s) appointed hereunder.
“Fiscal Agent’s Extraordinary Fees and Expenses” means all those fees, expenses and reimbursements earned or incurred by Fiscal Agent as described in Section 7.05 hereof for Extraordinary Services, as set forth in a detailed invoice to Borrower, Loan Servicer and Funding Lender Representative.
“Fiscal Agent’s Ordinary Fees and Expenses” means the annual administration fee for Fiscal Agent’s ordinary fees and expenses in rendering its services under this Funding Loan Agreement during each twelve month period, which fee is equal to (and shall not exceed)
$26,000,000 and shall be payable [semi-]annually [in arrears on][in advance on the Delivery Date and] each [	 and] [	] [commencing 	][thereafter].
“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a shareholder owned government sponsored enterprise organized and existing under the laws of the United States of America, and its successors and assigns.
“Freddie Mac Commitment” is defined in the Recitals of this Funding Loan Agreement. “Freddie Mac Purchase Date” is defined in the Recitals of this Funding Loan Agreement. “Funding Lender” means any Person who is the holder of the Governmental Note.
“Funding Lender Representative” means Funding Lender or any Person designated by Funding Lender to act on behalf of Funding Lender as provided in Section 10.05, or an assignee of such Person as provided in Section 10.05. The initial Funding Lender Representative shall be Initial Funding Lender, and Freddie Mac shall become Funding Lender Representative upon the occurrence of the Freddie Mac Purchase Date.
“Funding Loan” is defined in the Recitals of this Funding Loan Agreement.
“Funding Loan Agreement” means this Funding Loan Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.
“Funding Loan Amortization Schedule” means the Funding Loan Amortization Schedule attached as Schedule 1 to the Governmental Note.
“Funding Loan Payment Date” means (a) the first day of each calendar month, commencing [FIRST DAY OF THE MONTH IMMEDIATELY FOLLOWING CLOSING], (b)
the date of any prepayment of the Funding Loan, but only with respect to the portion of the Funding Loan subject to prepayment, and (c) the Maturity Date.
“Government Obligations” means investments meeting the requirements of clause (a) or
(b) of the definition of “Qualified Investments” herein.

“Governmental Lender” means the entity identified as “Governmental Lender” in the introductory paragraph of this Funding Loan Agreement.
“Governmental Lender Fee” means the ongoing fee of Governmental Lender in connection with the making of the Project Loan equal to [	].
“Governmental Note” is defined in the Recitals of this Funding Loan Agreement. “Guide” means the Freddie Mac Multifamily Seller/Servicer Guide, as the same may be
amended, modified or supplemented from time to time.
“Initial Funding Lender” means the entity identified as “Initial Funding Lender” in the introductory paragraph of this Funding Loan Agreement.
“Interest Rate” means the interest rate of [ ]% per annum; provided during the continuance of any Event of Default hereunder, the Interest Rate shall be the Default Rate. [NOTE: THIS RATE SHOULD NOT INCLUDE THE SERVICING FEE PAYABLE TO THE LOAN SERVICER UNDER THE PROJECT LOAN AGREEMENT]
“Investment Income” means the earnings and profits derived from the investment of money pursuant to Section 4.07 hereof.
“Loan Payment Fund” means the Loan Payment Fund established by Fiscal Agent pursuant to Section 4.01 hereof.
“Loan Prepayment Fund” means the Loan Prepayment Fund established by Fiscal Agent pursuant to Section 4.01 hereof.
“Loan Servicer” means any entity appointed by Funding Lender Representative to service the Loans and any successor in such capacity as appointed by Funding Lender Representative pursuant to Section 3.02 of the Project Loan Agreement. Initially, Loan Servicer shall be [SELLER/SERVICER].
“Loans” is defined in the Recitals of this Funding Loan Agreement.
“Maturity Date” means [SCHEDULED MATURITY DATE], which is the same as the Scheduled Maturity Date as defined in the Project Note.
“Maximum Interest Rate” means the rate of interest which results in the maximum amount of interest allowed by applicable law.
“Net Proceeds” when used with respect to any insurance or condemnation award, means the proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all reasonable expenses incurred in the collection of such insurance proceeds or condemnation award, including reasonable attorneys’ fees.
“New Borrower” is defined in Section 6.12 hereof.

“New Project Loan” is defined in Section 6.12 hereof.
“Notes” means, together, the Project Note and the Governmental Note.
“Person” means any natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof), endowment fund or any other form of entity.
“Pledged Security” is defined in Section 2.02 hereof.
“Prepayment Premium” means any premium payable hereunder in connection with a prepayment of the Funding Loan, which premium shall be in an amount equal to the amount payable by Borrower under Section 4(d) of the Project Note in connection with a prepayment of the Project Loan.
“Principal Office of Fiscal Agent” means the office of Fiscal Agent referenced in Section 10.04(a) hereof, or such other office or offices as Fiscal Agent may designate in writing from time to time, or the office of any successor Fiscal Agent where it principally conducts its business of serving as Fiscal Agent under indentures pursuant to which municipal or governmental obligations are issued.
“Project” is defined in the Recitals of this Funding Loan Agreement. “Project Loan” is defined in the Recitals of this Funding Loan Agreement.
“Project Loan Agreement” is defined in the Recitals of this Funding Loan Agreement.
“Project Loan Documents” means the Security Instrument, the Project Note, the Project Loan Agreement, the TEL Regulatory Agreement, the Assignment, the Continuing Covenant Agreement, any Subordination Agreement(s) and any and all other instruments and other documents evidencing, securing, or otherwise relating to the Project Loan or any portion thereof.
“Project Note” is defined in the Recitals of this Funding Loan Agreement. “Property Jurisdiction” means the [State][Commonwealth] of [	].
“Qualified Investments” means any of the following if and to the extent permitted by law:
Direct and general obligations of the United States of America.
Obligations of any agency or instrumentality of the United States of America the payment of the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America.
Senior debt obligations of Freddie Mac.

Mae).

Senior debt obligations of the Federal National Mortgage Association (i.e., Fannie

Demand deposits or time deposits with, or certificates of deposit issued by, Fiscal

Agent or its affiliates or any bank organized under the laws of the United States of America or any state or the District of Columbia which has combined capital, surplus and undivided profits of not less than $50,000,000; provided that Fiscal Agent or such other institution has been rated at least “VMIG 1”/’”A 1+” by one of the Rating Agencies which deposits or certificates are fully insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the requirements of the Office of the Comptroller of the Currency.
Investment agreements with a bank or any insurance company or other financial institution which has a rating assigned by one of the Rating Agencies to its outstanding long term unsecured debt which is the highest rating (as defined below) for long term unsecured debt obligations assigned by one of the Rating Agencies, and which are approved by Funding Lender Representative.
Shares or units in any money market mutual fund rated “Aa1” / “Aaa-mf” by one of the Rating Agencies (or if a new rating scale is implemented, the equivalent rating category given by the Rating Agency for that general category of security) (including mutual funds of Fiscal Agent or its affiliates or for which Fiscal Agent or an affiliate thereof serves as investment advisor or provides other services to such mutual fund receives reasonable compensation therefor) registered under the Investment Company Act of 1940, as amended, whose investment portfolio consists solely of (i) direct obligations of the government of the United States of America or (ii) tax-exempt obligations.
(i)  Tax-exempt obligations rated in the highest short term rating category by one of the Rating Agencies, or
(ii) Shares of a tax-exempt municipal money market mutual fund or other collective investment fund registered under the federal Investment Company Act of 1940, whose shares are registered under the Securities Act, having assets of at least $100,000,000, and having a rating of “Aa1” / “Aaa-mf” by one of the Rating Agencies (or if a new rating scale is implemented, the equivalent rating category given by the Rating Agency for that general category of security), for which at least 95% of the income paid to the holders on interest in such money market fund will be excludable from gross income under Section 103 of the Code, including money market funds for which Fiscal Agent or its affiliates receive a fee for investment advisory or other services to the fund.
Any other investments approved in writing by Funding Lender Representative. For purposes of this definition, the “highest rating” shall mean a rating of at least “VMIG
1” / “A 1+” for obligations with less than one year maturity; at least “Aa1” / “VMIG 1” / “Aaa-mf”/ “A 1+” for obligations with a maturity of one year or greater but less than three years; and at least “Aa1” / “Aaa-mf” for obligations with a maturity of three years or greater. Qualified Investments must be limited to instruments that have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change and interest, if tied to an index, shall be tied

to a single interest rate index plus a single fixed spread, if any, and move proportionately with such index. Ratings of Qualified Investments shall be determined only at the time of purchase of such Qualified Investments and without regard to ratings subcategories.
“Qualified Transferee” is defined in Section 2.08 hereof.
“Rating Agencies” means Fitch, Inc., Moody’s Investors Service, Inc., or S&P Global Ratings, a division of S&P Global Inc., or any successor entity of the foregoing, or any other nationally recognized statistical rating organization.
“Rebatable Arbitrage” is defined in Section 4.10 hereof.
“Rebate Analyst” means a certified public accountant, financial analyst or Bond Counsel, or any firm of the foregoing, or financial institution (which may include Fiscal Agent) experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of the Code, selected and retained by Borrower at the expense of Borrower, with the prior written consent of Governmental Lender, to make the rebate computations required under this Funding Loan Agreement and the Project Loan Agreement.
“Rebate Fund” means the Rebate Fund established by Fiscal Agent pursuant to Section
4.01 hereof.
“Rebate Year” means each one-year period that ends at the close of business on the day in the calendar year that is selected by Borrower as indicated in the Tax Certificate. The first and last Rebate Years may be short periods. If no day is selected by Borrower before the earlier of the Maturity Date or the date that is five years after the Delivery Date, each Rebate Year ends on each anniversary of the Delivery Date and on the Maturity Date or date of earlier payment in full of the Governmental Note.
“Resolution” means[,collectively,] the resolution[s] adopted by Governmental Lender authorizing the Funding Loan, the Project Loan and the execution and delivery of the Financing Documents to which it is a party.
“Responsible Officer” means any officer of Fiscal Agent employed within or otherwise having regular responsibility in connection with the corporate trust department of Fiscal Agent and the trusts created hereunder.
“Revenue Fund” means the Revenue Fund established by Fiscal Agent pursuant to Section
4.01 hereof.
“Revenues” means (a) all payments made with respect to the Project Loan pursuant to the Project Loan Agreement, the Project Note or the Security Instrument, including but not limited to all casualty or other insurance benefits and condemnation awards paid in connection therewith and all payments obtained through the exercise of remedies under the Financing Documents, and (b) all money and securities held by Fiscal Agent in the funds and accounts established pursuant to this Funding Loan Agreement (excluding money or securities designated for deposit into and held in the Administration Fund and the Rebate Fund), together with all investment earnings thereon.

“Security Instrument” is defined in the Recitals of this Funding Loan Agreement. “Securities Act” means the Securities Act of 1933, as amended.
“Servicing Fee” is defined in the Project Loan Agreement.
“Settlement Statement” means the settlement statement prepared by the Escrow Agent and executed by Borrower setting forth the various funds to be collected and disbursed by the Escrow Agent on the Delivery Date.
“Stub Payment Amount” means an amount equal to the sum of (a) the interest payable on the Funding Loan and (b) the ongoing fees and expenses payable with respect to the Project Loan (as provided in Section 4.02 of the Project Loan Agreement), in each case for the period commencing on the Delivery Date to but not including the first day of the calendar month immediately succeeding the Delivery Date.
“Subordination Agreement” means any subordination or intercreditor agreement(s) entered into with respect to any subordinate financing related to the Project, as the same may be amended, supplemented or restated.
“Tax Certificate” means the [ARBITRAGE CERTIFICATE] executed by Governmental Lender[, Fiscal Agent] and Borrower on the Delivery Date.
“TEL Regulatory Agreement” means the [REGULATORY AGREEMENT] dated as of [DATE] among Governmental Lender[, Fiscal Agent] and Borrower.
“Title Company” means [TITLE COMPANY], the title company insuring the lien of the Security Instrument and issuing the lender’s title insurance policy in favor of Governmental Lender and Fiscal Agent.
“Transferee Representations Letter” is defined in Section 2.08 hereof. “Treasury Regulations” is defined in Section 5.07 hereof.
“Unassigned Rights” means all of the rights of Governmental Lender and its directors, officers, commissioners, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to amendments, changes, modifications and alterations, to receive notices and the right to enforce such rights.
“Uniform Commercial Code” means the Uniform Commercial Code as promulgated in the applicable jurisdiction.
“Window Period” means the three (3) consecutive month period prior to the Maturity Date.
Interpretation. The words “hereof,” “herein,” “hereunder,” and other words of similar import refer to this Funding Loan Agreement as a whole and not to any particular Article, Section or other subdivision. References to Articles, Sections, and other subdivisions of this

Funding Loan Agreement are to the designated Articles, Sections and other subdivisions of this Funding Loan Agreement as originally executed. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. Words importing persons include firms, partnerships, limited liability companies, joint ventures, associations and corporations. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect from time to time. The headings of this Funding Loan Agreement are for convenience only and shall not define or limit the provisions hereof.
Schedules and Exhibits Schedules and Exhibits
Schedule I	List of Funding Loan Agreement Sections Exhibit A	Form of Governmental Note
Exhibit B	Notice of Appointment of Funding Lender Representative Exhibit C	Transferee Representations Letter
ARTICLE II	THE FUNDING LOAN.
Terms.
Subject to Section 2.10 hereof, the Funding Loan shall be originated and funded by Initial Funding Lender to Governmental Lender on the Delivery Date in the original principal amount of $[AMOUNT]. The proceeds of the Funding Loan shall be deposited with the Fiscal Agent and disbursed in accordance with the Indenture. The Funding Loan shall be evidenced by the Governmental Note and shall bear interest and be paid in accordance with the payment terms set forth in the Governmental Note and this Funding Loan Agreement.
Reserved.
Reserved.
The Funding Loan shall bear interest payable on each Funding Loan Payment Date at the Interest Rate and shall mature on the Maturity Date, subject to scheduled monthly principal payments as provided in Section 2.01(e) below and optional and mandatory prepayment prior to maturity as provided in Article III hereof. Interest on the Funding Loan shall be computed on the basis of a 360-day year [consisting of twelve 30-day months][and the actual number of days elapsed].
The unpaid principal balance of the Funding Loan shall be paid on the dates and in the amounts set forth on the Funding Loan Amortization Schedule attached as Schedule 1 to the Governmental Note. All unpaid principal and all accrued and unpaid interest outstanding under the Funding Loan shall be due and payable on the Maturity Date.

Payment of principal of, Prepayment Premium, if any, and interest on the Funding Loan shall be paid by wire transfer in immediately available funds to an account within the United States of America designated by Funding Lender (unless otherwise directed by Funding Lender).
Subject to Section 2.12 hereof, on or before the date fixed for payment, money shall be deposited with Fiscal Agent to pay, and Fiscal Agent is hereby authorized and directed to apply such money to the payment of, the Funding Loan, together with accrued interest thereon to the date of payment.
In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Funding Loan Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Funding Lender has charged or received interest hereunder in excess of the highest applicable rate, Funding Lender shall apply, in its sole discretion, and set off such excess interest received by Funding Lender against other obligations due or to become due under the Financing Documents and such rate shall automatically be reduced to the maximum rate permitted by such law.
Pledged Security. To secure the payment of the principal of, Prepayment Premium, if any, and interest on the Funding Loan according to its tenor and effect, and the performance and observance by Governmental Lender of all the covenants expressed or implied herein and in the Governmental Note, and the payment and performance of all amounts and obligations under the Continuing Covenant Agreement, Governmental Lender does hereby grant, bargain, sell, convey, pledge and assign a security interest, unto Fiscal Agent, and its successors in such capacity and its and their assigns in and to the following (said property being herein referred to as the “Pledged Security”) for the benefit of Funding Lender:
All right, title and interest of Governmental Lender in and to all Revenues.
All right, title and interest of Governmental Lender in and to the Project Loan Agreement, the Project Note, the Security Instrument and the other Project Loan Documents (other than the Unassigned Rights), including all extensions and renewals of the terms thereof, if any, including, but without limiting the generality of the foregoing, the present and continuing right to receive, receipt for, collect or make claim for any of the money, income, revenues, issues, profits and other amounts payable or receivable thereunder (including all casualty insurance proceeds or condemnation awards, payments, settlements or other compensation to be paid in connection therewith), whether payable under the above referenced documents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Governmental Lender or any other Person is or may become entitled to do under said documents.
Except for funds, money or securities in the Administration Fund and the Rebate Fund, all funds, money and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Funding Loan by Governmental Lender or by anyone on its behalf or with its written consent to Fiscal Agent, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof.

The foregoing notwithstanding, if Governmental Lender or its successors or assigns shall pay or cause to be paid to Funding Lender in full the principal, interest and Prepayment Premium, if any, to become due with respect to the Funding Loan at the times and in the manner provided in Article IX hereof, and if Governmental Lender shall keep, perform and observe, or cause to be kept, performed and observed, all of its covenants, warranties and agreements contained herein, then these presents and the estate and rights hereby granted shall, at the option of Governmental Lender, cease, terminate and be void, and thereupon Fiscal Agent shall cancel and discharge the lien of this Funding Loan Agreement and execute and deliver to Governmental Lender such instruments in writing as shall be requisite to satisfy the lien hereof, and, subject to the provisions of Sections 4.09 and 4.10 hereof and Article IX hereof, reconvey to Governmental Lender the estate hereby conveyed, and assign and deliver to Governmental Lender any property at the time subject to the lien of this Funding Loan Agreement which may then be in its possession, except for the Rebate Fund and cash held by Fiscal Agent for the payment of interest on and principal of the Governmental Note; otherwise this Funding Loan Agreement is to be and shall remain in full force and effect.
Limited Obligations. [INSERT GOVERNMENTAL LENDER’S LIMITED LIABILITY LANGUAGE]
Funding Loan Agreement Constitutes Contract. In consideration of the origination and funding of the Funding Loan by Initial Funding Lender, the provisions of this Funding Loan Agreement shall be part of the contract of Governmental Lender with Initial Funding Lender and any successors or assigns thereof in such capacity from time to time.
Form and Execution. The Governmental Note shall be in substantially the form attached as Exhibit A. The Governmental Note shall be executed on behalf of Governmental Lender by the manual or facsimile signature of the [OFFICER] of Governmental Lender, and [attested by the manual or facsimile signature of the [OFFICER] of Governmental Lender][sealed with an impression or a facsimile of the seal of Governmental Lender]. Any facsimile signatures shall have the same force and effect as if said officers had manually signed the Governmental Note. Any reproduction of the official seal of Governmental Lender on the Governmental Note shall have the same force and effect as if the official seal of Governmental Lender had been impressed on the Governmental Note.
Authentication. The Governmental Note shall not be valid or obligatory for any purpose or entitled to any security or benefit under this Funding Loan Agreement unless a certificate of authentication on the Governmental Note, substantially in the form set forth in Exhibit A, shall have been duly executed by an Authorized Officer of Fiscal Agent; and such executed certificate of authentication upon the Governmental Note shall be conclusive evidence that the Governmental Note has been duly executed, registered, authenticated and delivered under this Funding Loan Agreement.
Mutilated, Lost, Stolen or Destroyed Governmental Note. In the event the Governmental Note is mutilated, lost, stolen or destroyed, Governmental Lender shall execute and Fiscal Agent shall authenticate a new Governmental Note substantially in the form set forth in Exhibit A in exchange and substitution for and upon cancellation of the mutilated Governmental Note or in lieu of and in substitution for such lost, stolen or destroyed Governmental Note, upon

payment by Funding Lender of any applicable tax or governmental charge and the reasonable expenses and charges of Governmental Lender and Fiscal Agent in connection therewith, and in the case where the Governmental Note is lost, stolen or destroyed, the filing with Fiscal Agent of evidence satisfactory to it that the Governmental Note was lost, stolen or destroyed, and of the ownership thereof, and furnishing Governmental Lender and Fiscal Agent with indemnity satisfactory to each of them. In the event where the Governmental Note shall have matured, instead of delivering a new Governmental Note, Governmental Lender may pay the same without surrender thereof.
Registration; Transfer of Funding Loan; Transferee Representations Letter.
The Funding Loan shall be fully registered as to principal and interest in the manner and with any additional designation as Fiscal Agent deems necessary for the purpose of identifying the registered owner thereof. The Funding Loan shall be transferable only on the registration books of Fiscal Agent. Fiscal Agent shall maintain books or other records showing the name and date of registration, address and employer identification number of the registered owner of the Funding Loan and any transfers of the Funding Loan as provided herein. The Funding Loan shall initially be registered to Initial Funding Lender, and upon the Freddie Mac Purchase Date, shall be registered to Freddie Mac.
Funding Lender shall have the right to sell, assign or otherwise transfer in whole its interest in the Funding Loan or to grant a participation interest in the Funding Loan in a percentage of not less than twenty-five percent (25%) of the outstanding principal amount of the Funding Loan; provided that the Funding Loan may be transferred, or any participation interest therein granted, only to an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act or a “qualified institutional buyer” as that term is defined under Rule 144A of the Securities Act (such “accredited investor” or “qualified institutional buyer” a “Qualified Transferee”) that delivers a letter to Fiscal Agent substantially in the form attached hereto as Exhibit C setting forth certain representations with respect to such Qualified Transferee (the “Transferee Representations Letter”). Notwithstanding the preceding sentence, no Transferee Representations Letter shall be required for Funding Lender to:
Transfer the Funding Loan to any affiliate or other party related to Funding Lender that is a Qualified Transferee.
Sell or transfer the Funding Loan to a special purpose entity, a trust or a custodial or similar pooling arrangement from which the Funding Loan or securitized interests therein are not expected to be sold or transferred except to (A) owners or beneficial owners thereof that are Qualified Transferees or (B) in circumstances where secondary market credit enhancement is provided for such securitized interests resulting in a rating thereof of at least “A” or better.
In connection with any sale, assignment or transfer of the Funding Loan, Funding Lender shall give notice of such sale, assignment or transfer to Fiscal Agent and Fiscal Agent shall record such sale, assignment or transfer on its books or other records maintained for the registration of transfer of the Funding Loan. It shall not be necessary to present, exchange, or re-authenticate the Governmental Note in connection with any sale, assignment or transfer of the Funding Loan,

provided that Funding Lender shall provide Fiscal Agent with the name and date of registration, address, and employer identification number of the assignee or transferee, so that Fiscal Agent may maintain the registration records, together with any information necessary to allow Fiscal Agent to comply with any applicable tax reporting obligations.
Securitization; Allocation of Funding Loan Interest. In accordance with the provisions of Section 2.08 hereof, Funding Lender may transfer the Funding Loan to a Qualified Transferee in connection with the securitization of the Funding Loan, in which event Funding Lender Representative may direct Fiscal Agent to make all future payments with respect to the Funding Loan to the appointed master servicer for that securitization (or an account designated by such master servicer), and Fiscal Agent shall accept such direction from Funding Lender Representative. In the event that Funding Lender transfers the Funding Loan to a Qualified Transferee in accordance with the provisions of Section 2.08 hereof, Funding Lender Representative may also give notice to Fiscal Agent that Funding Lender has agreed to allow Loan Servicer to retain a portion of the monthly interest payable on the Funding Loan as additional compensation for the servicing of the Funding Loan (an “Additional Servicing Fee”), which Additional Servicing Fee will equal no more than an annual 2 basis points with respect to the unpaid principal balance of the Governmental Note, in which event Fiscal Agent shall accept and pay to Funding Lender such lesser amount of interest received from Loan Servicer and shall consider such payment to be in full compliance with the terms of the Governmental Note, the Project Note and all other Financing Documents with regard to the interest owed on the Funding Loan.
Funding Loan Closing Conditions; Delivery of Governmental Note. Closing of the Funding Loan on the Delivery Date shall be conditioned upon, and Governmental Lender shall only execute and deliver to Fiscal Agent, and Fiscal Agent shall only authenticate the Governmental Note and deliver the Governmental Note to Initial Funding Lender upon, receipt by Fiscal Agent of all of the following:
Executed counterparts of this Funding Loan Agreement, the Project Loan Agreement[IF  UPDATED  REGULATORY  AGREEMENT  OR  TAX  CERTIFICATE
REQUIRED AT CONVERSION:, the TEL Regulatory Agreement and the Tax Certificate].
An opinion of Bond Counsel or counsel to Governmental Lender to the effect that Governmental Lender is duly organized and existing under the laws of the Property Jurisdiction and has duly authorized, executed and delivered this Funding Loan Agreement, the Governmental Note and the other Financing Documents to which it is a party, and such documents are valid and binding special, limited obligations of Governmental Lender enforceable in accordance with their terms subject to customary exceptions.
[IF FISCAL AGENT IS DISBURSING LOAN PROCEEDS: The proceeds of the
Funding Loan from the original funding thereof by Initial Funding Lender.] [IF ESCROW AGENT IS DISBURSING LOAN PROCEEDS: Confirmation by Escrow Agent of receipt of the proceeds of the Funding Loan from the original funding thereof by Initial Funding Lender.]
The executed Project Note as the same may be amended and restated in connection with Conversion, as such term is defined in the Construction Phase Financing Agreement.

A copy of the executed Security Instrument and the Continuing Covenant Agreement.
An opinion of counsel to Borrower to the effect that Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which Borrower transacts business and has full power and authority to enter into the Financing Documents to which it is a party, that its execution and delivery of and performance of its covenants in such documents do not contravene law or any provision of any other documents to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by Borrower, and are legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
A customary approving opinion of Bond Counsel, including but not limited to an opinion to the effect that the interest on the Governmental Note, under laws in effect on the date of such opinion, is excluded from the gross income of the holders thereof for federal income tax purposes and, where applicable, for state income tax purposes in the Property Jurisdiction.
An opinion of Bond Counsel to the effect that the Governmental Note is exempt from registration under the Securities Act, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended.
A certified copy of the Resolution.
The written request and authorization to Fiscal Agent by Governmental Lender to authenticate and deliver the Governmental Note to Initial Funding Lender upon funding to [IF FISCAL AGENT IS DISBURSING LOAN PROCEEDS: Fiscal Agent] [IF ESCROW AGENT
IS DISBURSING LOAN PROCEEDS: Escrow Agent] of the full amount of the Funding Loan.
Reserved.
A Transferee Representations Letter from Initial Funding Lender.
Confirmation that all conditions stated in Section 3.01 of the Project Loan Agreement have been satisfied.
Application of Funding Loan Proceeds and Other Money.
Reserved.
[IF FISCAL AGENT IS DISBURSING LOAN PROCEEDS: The proceeds of the
Funding Loan shall be delivered by Initial Funding Lender to Fiscal Agent on behalf of Governmental Lender on the Delivery Date.] [IF ESCROW AGENT IS DISBURSING LOAN PROCEEDS: The proceeds of the Funding Loan shall be delivered by Initial Funding Lender to Escrow Agent on behalf of Governmental Lender on the Delivery Date and disbursed in accordance with the Settlement Statement.

Governmental Lender shall cause Borrower to deliver from sources other than the Loans: to Loan Servicer, on or prior to the Delivery Date, the Stub Payment Amount.
Upon the making of the initial deposits described above in this Section 2.11, Governmental Lender shall originate the Project Loan pursuant to the Project Loan Agreement [IF ESCROW AGENT IS DISBURSING LOAN PROCEEDS: and Escrow Agent shall disburse the proceeds thereof as provided in the Settlement Statement] [IF FISCAL AGENT IS DISBURSING LOAN PROCEEDS: and Fiscal Agent shall pay the Mortgage Loan (as defined in the Indenture) in full, with amounts on deposit in the Mortgage Loan Repayment Fund established in the Indenture.].
Direct Loan Payments to Funding Lender; Loan Servicer Disbursement of Fees.
Notwithstanding any provision in this Funding Loan Agreement to the contrary, during any period that a Loan Servicer is engaged with respect to the Loans, Governmental Lender and Fiscal Agent agree that all payments of principal of, Prepayment Premium, if any, and interest on the Funding Loan and all fees due hereunder and under the Project Loan Agreement shall be paid by Borrower to Loan Servicer. Loan Servicer shall remit all payments collected from Borrower of principal of, Prepayment Premium, if any, and interest on the Funding Loan, together with other amounts due to Funding Lender, directly to Funding Lender (without payment through Fiscal Agent) per the instructions of Funding Lender Representative. Loan Servicer shall be entitled to retain its Servicing Fee collected from Borrower and shall remit the Governmental Lender Fee to Governmental Lender and shall remit the Fiscal Agent’s Ordinary Fees and Expenses to Fiscal Agent, together with any other amounts due to Governmental Lender and Fiscal Agent collected by Loan Servicer from Borrower, in each case in accordance with their respective instructions. Any payment made in accordance with the provisions of this Section 2.12 shall be accompanied by sufficient information to identify the source and proper application of such payment. Loan Servicer shall promptly notify Fiscal Agent, Funding Lender Representative and Governmental Lender in writing of any failure of Borrower to make any payment of principal of, Prepayment Premium, if any, and interest on the Funding Loan when due or to pay any fees due hereunder or under the Project Loan Agreement, and Fiscal Agent and Governmental Lender shall not be deemed to have any notice of such failure unless it has received such notice in writing.
If the Governmental Note is sold or transferred as provided in Section 2.08, Funding Lender Representative shall notify Fiscal Agent and Borrower in writing of the name and address of the transferee.
So long as payments of principal of, Prepayment Premium, if any, and interest on the Governmental Note and all fees due hereunder and under the Project Loan Agreement are being made to Loan Servicer in accordance with this Section 2.12 and no Event of Default has occurred of which Fiscal Agent has been given, or been deemed to have, notice thereof pursuant to this Funding Loan Agreement, Fiscal Agent shall have no obligations to collect loan payments with respect to the Funding Loan, nor shall it be obligated to collect loan payments or fee payments pursuant to the Project Loan Agreement, except at the express written direction of Funding Lender Representative. Notwithstanding the foregoing, Funding Lender Representative may elect to have Fiscal Agent collect and remit loan payments and fee payments hereunder and under the Project

Loan Agreement upon written notice of such election to Fiscal Agent, Borrower and Governmental Lender.
Reserved.
ARTICLE III PREPAYMENT OF THE FUNDING LOAN.
Prepayment of the Funding Loan Prior to Maturity.
Optional Prepayment. The Funding Loan, together with accrued interest thereon and any Prepayment Premium, is subject to optional prepayment in whole upon optional prepayment of the Project Loan in accordance with the notice and other prepayment provisions set forth in the Project Note.
Mandatory Prepayment. The Funding Loan, together with accrued interest thereon and any Prepayment Premium, is subject to mandatory prepayment on any Business Day, in whole or in part as indicated below, at the earliest practicable date in whole or in part, upon the occurrence of a mandatory prepayment of the Project Loan pursuant to Section 4(b) of the Project Note and receipt by Fiscal Agent of a written direction by Funding Lender Representative that the Funding Loan shall be subject to mandatory prepayment as a result thereof.
Notice of Prepayment. Notice of the intended prepayment of the Funding Loan shall be given by Fiscal Agent by first class mail, postage prepaid, or by overnight delivery service, to Funding Lender. All such prepayment notices shall be given not less than ten (10) days (not less than thirty (30) days in the case of optional prepayment) nor more than sixty (60) days prior to the date fixed for prepayment. Notices of prepayment shall state all of the following:
The prepayment date.
The prepayment amount.
The place or places where amounts due upon such prepayment will be payable.
Notice of such prepayment shall also be sent by first class mail, postage prepaid, or by overnight delivery service, to Loan Servicer, not later than the time of mailing of notices required by the first paragraph above, and in any event no later than simultaneously with the mailing of notices required by the first paragraph above; provided, that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment of the Funding Loan.
Notwithstanding the foregoing, in the event Fiscal Agent is not collecting and remitting loan payments hereunder, Fiscal Agent shall have no obligation to send prepayment notices pursuant to this Section 3.02.
ARTICLE IV REVENUES AND FUNDS.
Pledge of Revenues and Assets; Establishment of Funds. The pledge and assignment of and the security interest granted in the Pledged Security pursuant to Section 2.02

hereof shall attach, be perfected and be valid and binding from and after the time of the closing of the Funding Loan and delivery of the Governmental Note by Fiscal Agent or by any Person authorized by Fiscal Agent to deliver the Governmental Note. The Pledged Security so pledged and then or thereafter received by Fiscal Agent shall immediately be subject to the lien of such pledge and security interest without any physical delivery thereof or further act, and the lien of such pledge and security interest shall be valid and binding and prior to the claims of any and all parties having claims of any kind in tort, contract or otherwise against Governmental Lender irrespective of whether such parties have notice thereof.
Fiscal Agent shall establish, maintain and hold in trust the following funds and accounts, each of which is hereby established and each of which shall be disbursed and applied only as herein authorized:
Revenue Fund;
Loan Payment Fund;
Loan Prepayment Fund;
Administration Fund;
Reserved; and
Rebate Fund.
The funds and accounts established pursuant to this Section 4.01 shall be maintained in the corporate trust department of Fiscal Agent as segregated trust accounts, separate and identifiable from all other funds held by Fiscal Agent. Fiscal Agent shall, at the written direction of an Authorized Officer of Governmental Lender, and may, in its discretion, establish such additional accounts within any Fund, and subaccounts within any of the accounts, as Governmental Lender or Fiscal Agent may deem necessary or useful for the purpose of identifying more precisely the sources of payments into and disbursements from that fund and its accounts, or for the purpose of complying with the requirements of the Code relating to arbitrage, but the establishment of any such account or subaccount shall not alter or modify any of the requirements of this Funding Loan Agreement with respect to a deposit or use of money in the funds established hereunder, or result in commingling of funds not permitted hereunder.
Reserved.
Application of Revenues.
All Revenues received by Fiscal Agent shall be deposited by Fiscal Agent, promptly upon receipt thereof, to the Revenue Fund, except for each of the following:
Proceeds of the Funding Loan received by Fiscal Agent on the Delivery Date, which shall be applied in accordance with the provisions of Section 2.11 hereof.

Deposits into the Loan Prepayment Fund as required under subsection (c) of this Section 4.03.
Investment Income to the extent required under the terms hereof to be retained in the funds and accounts to which they are attributable.
Amounts required to be transferred between funds and accounts as provided in this Article IV.
Subject to Section 2.12 hereof, on each Funding Loan Payment Date or any other date on which payment of principal of or interest on the Funding Loan becomes due and payable, Fiscal Agent, out of money in the Revenue Fund, shall credit the following amounts to the following funds, but in the order and within the limitations hereinafter indicated with respect thereto, as follows:
FIRST, to the Loan Payment Fund, an amount equal to the principal of and interest due on the Funding Loan on such date (including scheduled principal pursuant to the Funding Loan Amortization Schedule); and
SECOND, to the Loan Prepayment Fund, an amount equal to the principal and interest due on the Funding Loan on such date with respect to a mandatory prepayment of all or a portion of the Funding Loan pursuant to Section 3.01(b) hereof (other than any extraordinary mandatory prepayment as described in Section 4.03(c)(i) or (iii) below).
Promptly upon receipt, Fiscal Agent shall deposit each of the following directly into the Loan Prepayment Fund:
Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the Project Loan, such amount to be applied to provide for the extraordinary mandatory prepayment of all or a portion of the Funding Loan pursuant to Section 3.01(b)(i) hereof.
Funds paid to Fiscal Agent to be applied to the optional prepayment of all of the Funding Loan pursuant to Section 3.01(a).
Subject to Section 2.12 hereof, should the amount in the Loan Payment Fund be insufficient to pay the amount due on the Funding Loan on any given Funding Loan Payment Date, Fiscal Agent shall credit to the Loan Payment Fund the amount of such deficiency by charging the following funds and accounts in the following order of priority: (i) the Revenue Fund; and (ii) the Loan Prepayment Fund, except no such charge to the Loan Prepayment Fund shall be made from money to be used to effect a prepayment for which notice of prepayment has been provided for hereunder.
Application of Loan Payment Fund. Subject to Section 2.12 hereof, Fiscal Agent shall charge the Loan Payment Fund, on each Funding Loan Payment Date, an amount equal to the unpaid interest and principal due on the Funding Loan on such Funding Loan Payment Date as provided in Section 4.03(a) and (b), and shall cause the same to be applied to the payment of such interest and principal when due. Any money remaining in the Loan Payment Fund on any

Funding Loan Payment Date after application as provided in the preceding sentence may, to the extent there shall exist any deficiency in the Loan Prepayment Fund to prepay the Funding Loan if called for prepayment on such Funding Loan Payment Date, be transferred to the Loan Prepayment Fund to be applied for such purpose. Any Investment Income on amounts on deposit in the Loan Payment Fund shall be deposited by Fiscal Agent upon receipt thereof in the Revenue Fund. No amount shall be charged against the Loan Payment Fund except as expressly provided in this Article IV and in Section 6.05 hereof.
Application of Loan Prepayment Fund. Any money credited to the Loan Prepayment Fund shall be applied as set forth in Sections 4.03(b) and 4.03(c) hereof; provided, however, that to the extent any money credited to the Loan Prepayment Fund is in excess of the amount necessary to effect the prepayments described in Sections 4.03(b) and 4.03(c) hereof it shall be applied to make up any deficiency in the Loan Payment Fund on any Funding Loan Payment Date, to the extent money then available in accordance with Section 4.03(d) hereof in the Revenue Fund is insufficient to make up such deficiency; provided that no money to be used to effect a prepayment for which a notice of prepayment has been provided shall be so transferred to the Loan Payment Fund. On or before each Funding Loan Payment Date, any Investment Income on amounts on deposit in the Loan Prepayment Fund shall be credited by Fiscal Agent to the Revenue Fund. No amount shall be charged against the Loan Prepayment Fund except as expressly provided in this Article IV and in Section 6.05 hereof.
Administration Fund. Subject to Section 2.12 hereof, Fiscal Agent shall deposit into the Administration Fund, promptly upon receipt thereof, all amounts received from Loan Servicer (or Borrower if no Loan Servicer exists for the Loans) designated for deposit into such fund. Amounts in the Administration Fund shall be withdrawn or maintained, as appropriate, by Fiscal Agent and used:
FIRST, to pay to Fiscal Agent when due the Fiscal Agent’s Ordinary Fees and Expenses; SECOND, to pay to Governmental Lender when due the Governmental Lender Fee;
THIRD, to pay when due the reasonable fees and expenses of a Rebate Analyst in connection with the computations relating to arbitrage rebate required under this Funding Loan Agreement and the Project Loan Agreement, upon receipt of an invoice from Rebate Analyst;
FOURTH, to pay to Fiscal Agent any Fiscal Agent’s Extraordinary Fees and Expenses due and payable from time to time, as set forth in an invoice submitted to Borrower and Loan Servicer;
FIFTH, to pay to Governmental Lender any extraordinary expenses it may incur in connection with the Loans or this Funding Loan Agreement from time to time, as set forth in an invoice submitted to Fiscal Agent and Loan Servicer;
SIXTH, to pay to Funding Lender Representative any unpaid amounts due under the Continuing Covenant Agreement, as certified in writing by Funding Lender Representative to Fiscal Agent;
SEVENTH, to make up any deficiency in the Loan Prepayment Fund on any prepayment date of the Funding Loan, to the extent money then available in accordance with Section 4.03(d)

hereof in the Loan Prepayment Fund is insufficient to prepay the Funding Loan scheduled for prepayment on such prepayment date; and
EIGHTH, to transfer any remaining balance after application as aforesaid to the Revenue
Fund.
In the event that the amounts on deposit in the Administration Fund are not equal to the
amounts payable from the Administration Fund as provided in the preceding paragraph on any date on which such amounts are due and payable, Fiscal Agent shall give notice to Borrower and Loan Servicer of such deficiency and of the amount of such deficiency and request payment within two (2) Business Days to Fiscal Agent of the amount of such deficiency. Upon payment by Borrower or Loan Servicer of such deficiency, the amounts for which such deficiency was requested shall be paid by Fiscal Agent. On or before each Funding Loan Payment Date, any Investment Income on amounts on deposit in the Administration Fund not needed to pay the foregoing amounts shall be credited by Fiscal Agent to the Revenue Fund. No amount shall be charged against the Administration Fund except as expressly provided in this Article IV and Section 6.05 hereof.
Investment of Funds. The money held by Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by Fiscal Agent, at the written direction of Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (a) six (6) months from the date of investment and (b) the date such money is needed; provided, that if Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. Such investments may be made through the investment or securities department of Fiscal Agent. Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized and, in such capacity, Fiscal Agent or such affiliate may charge its ordinary and customary fees for such trades, including account maintenance fees, which fees, for purposes of this Funding Loan Agreement, shall be treated as Fiscal Agent’s Extraordinary Fees and Expenses. Fiscal Agent shall be entitled to assume, absent receipt by Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. In no event shall Fiscal Agent be required to provide supervision, recommendations, or advice with respect to any investment. In the absence of written direction from Borrower, Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested.
Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the current market price obtainable (but not less than par) whenever it shall be necessary to do so in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In

the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. Fiscal Agent shall not be liable or responsible for any loss resulting from any investment made in accordance herewith.
Governmental Lender acknowledges that to the extent that regulations of the Office of the Comptroller of the Currency or other applicable regulatory agency grant Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur.
In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Accounting Records. Fiscal Agent shall maintain accurate books and records for all funds and accounts established hereunder.
Amounts Remaining in Funds. After full payment of the Funding Loan (or provision for payment thereof having been made in accordance with Section 9.01 hereof) and full payment of the fees, charges and expenses of Governmental Lender, Fiscal Agent, Rebate Analyst, Funding Lender and Loan Servicer and other amounts required to be paid hereunder or under any of the Project Loan Documents, including, but not limited to, the Continuing Covenant Agreement (as certified in writing to Fiscal Agent by Governmental Lender with respect to amounts due to Governmental Lender and by Funding Lender Representative or Loan Servicer on its behalf with respect to amounts owed under the Continuing Covenant Agreement and by Rebate Analyst with respect to amounts due to Rebate Analyst), any amounts remaining in any fund or account hereunder other than the Rebate Fund shall be paid to Borrower.
Rebate Fund; Compliance with Tax Certificate. The Rebate Fund shall be established by Fiscal Agent and held and applied as provided in this Section 4.10. On any date on which any amounts are required by applicable federal tax law to be rebated to the federal government, amounts shall be deposited into the Rebate Fund by Borrower for such purpose. All money at any time deposited in the Rebate Fund shall be held by Fiscal Agent in trust, to the extent required to satisfy the rebate requirement (as set forth in the Tax Certificate) and as calculated by Rebate Analyst, for payment to the government of the United States of America, and neither Governmental Lender, Borrower nor Funding Lender shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 4.10 and by the Tax Certificate. Fiscal Agent shall conclusively be deemed to have complied with such provisions if it follows the written instructions of Governmental Lender, Bond Counsel or Rebate Analyst, including supplying all necessary information in the manner set forth in the Tax Certificate, and shall not be required to take any actions under the Tax Certificate in the absence of written instructions from Governmental Lender, Bond Counsel or Rebate Analyst.
Within 55 days of the end of each fifth Rebate Year, Borrower shall cause Rebate Analyst to calculate the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking into account any exceptions with respect

to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code)), for this purpose treating the last day of the applicable Rebate Year as a (computation) date, within the meaning of Section 1.148-1(b) of the Treasury Regulations (the “Rebatable Arbitrage”). Pursuant to Section 2.04 of the Project Loan Agreement, Borrower shall cause Rebate Analyst to provide such calculations to Fiscal Agent and Governmental Lender. In the event that Borrower fails to provide such information to Fiscal Agent and Governmental Lender within 55 days of the end of each fifth Rebate Year, Fiscal Agent, at the expense of Borrower, shall select Rebate Analyst, with the prior written approval of Governmental Lender, and shall cause Rebate Analyst to calculate the amount of rebatable arbitrage as required herein.
Within 55 days of the end of each fifth Rebate Year, upon the written direction of Governmental Lender, Bond Counsel or Rebate Analyst, an amount shall be deposited to the Rebate Fund by Fiscal Agent from amounts provided by Borrower, if and to the extent required so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with the preceding paragraph.
Fiscal Agent shall pay, as directed by Governmental Lender, Bond Counsel or Rebate Analyst, to the United States Department of the Treasury, out of amounts in the Rebate Fund:
Not later than 60 days after the end of (i) the fifth Rebate Year and (ii) each applicable fifth Rebate Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Rebate Year; and
Not later than 60 days after the payment in whole of the Funding Loan, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Rebate Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code.
Each payment required to be made under this Section 4.10 shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 (or such other address provided in such direction), on or before the date on which such payment is due and shall be accompanied by Internal Revenue Service Form 8038 T, which shall be prepared by Rebate Analyst and provided to Fiscal Agent.
Notwithstanding any provision of this Funding Loan Agreement to the contrary, the obligation to remit payment of the Rebatable Arbitrage to the United States of America and to comply with all other requirements of Sections 2.04 and 4.03 of the Project Loan Agreement and this Section 4.10, and the requirements of the Tax Certificate shall survive the defeasance or payment in full of the Funding Loan.
Any funds remaining in the Rebate Fund after payment in full of the Funding Loan and payment and satisfaction of any rebate requirement, or provision made therefor satisfactory to Fiscal Agent, shall be withdrawn and remitted to Borrower.
Fiscal Agent shall obtain and keep such records of the computations made pursuant to this Section 4.10 as are required under Section 148(f) of the Code to the extent furnished to Fiscal Agent. Borrower shall or shall cause Rebate Analyst to provide to Governmental Lender and Fiscal Agent copies of all rebate computations made pursuant to this Section 4.10. Fiscal Agent shall

keep and make available to Borrower such records concerning the investments of the gross proceeds of the Funding Loan and the investments of earnings from those investments made by Fiscal Agent as may be requested by Borrower in order to enable Borrower to cause Rebate Analyst to make the aforesaid computations as are required under Section 148(f) of the Code.
Notwithstanding the foregoing, the computations and payments of Rebatable Arbitrage need not be made to the extent that neither Governmental Lender nor Borrower will thereby fail to comply with any requirements of Section 148(f) of the Code based on an opinion of Bond Counsel, to the effect that such failure will not adversely affect the exclusion of interest on the Governmental Note from the gross income of the holders thereof for federal income tax purposes, a copy of which shall be provided to Fiscal Agent and Funding Lender Representative, at the expense of Borrower.
Reserved.
Reports from Fiscal Agent. Fiscal Agent shall, on or before the fifteenth (15th) day of each month, file with Funding Lender Representative, Loan Servicer, Governmental Lender (at its written request) and Borrower a statement setting forth in respect of the preceding calendar month all of the following:
The amount withdrawn or transferred by it, and the amount deposited within or on account of each fund and account held by it under the provisions of this Funding Loan Agreement, including the amount of investment income on each fund and account.
The amount on deposit with it at the end of such month to the credit of each fund and account.
A brief description of all obligations held by it as an investment of money in each such fund and account.
Any other information which Funding Lender Representative or Governmental Lender may reasonably request and to which Fiscal Agent has access in the ordinary course of its operations.
Upon the written request of Funding Lender, Fiscal Agent, at the cost of Borrower, shall provide a copy of such statement to Funding Lender. All records and files pertaining to the Pledged Security shall be open at all reasonable times to the inspection of Governmental Lender and Funding Lender Representative or Loan Servicer and their agents and representatives upon reasonable prior notice during normal business hours.
ARTICLE V  GENERAL COVENANTS AND REPRESENTATIONS.
Payment of Principal and Interest. Governmental Lender covenants that it will promptly pay or cause to be paid, but only from the sources identified herein, sufficient amounts to provide for the payment of the principal of, Prepayment Premium, if any, and interest on the Funding Loan at the place, on the dates and in the manner provided herein and in the Governmental Note, according to the true intent and meaning thereof.

Performance of Covenants. Governmental Lender covenants that it will faithfully perform at all times any and all of its covenants, undertakings, stipulations and provisions contained in this Funding Loan Agreement, in the Governmental Note and in all proceedings pertaining thereto.
Instruments of Further Assurance. Governmental Lender covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such supplements hereto, and such further acts, instruments and transfers as may be reasonably required for the better assuring, transferring, conveying, pledging, assigning and confirming unto Fiscal Agent all and singular its interest in the property herein described and the revenues, receipts and other amounts pledged hereby to the payment of the principal of, Prepayment Premium, if any, and interest on the Funding Loan. Any and all interest in property hereafter acquired which is of any kind or nature herein provided to be and become subject to the lien hereof shall and without any further conveyance, assignment or act on the part of Governmental Lender or Fiscal Agent, become and be subject to the lien of this Funding Loan Agreement as fully and completely as though specifically described herein, but nothing in this sentence shall be deemed to modify or change the obligations of Governmental Lender under this Section 5.03. Governmental Lender covenants and agrees that, except as herein otherwise expressly provided, it has not and will not sell, convey, mortgage, encumber or otherwise dispose of any part of its interest in the Pledged Security or the revenues or receipts therefrom.
Governmental Lender will promptly notify Fiscal Agent, Funding Lender Representative and Loan Servicer in writing of the occurrence of any of the following:
The submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation against Governmental Lender with respect to the Loans.
Any change in the location of Governmental Lender’s principal office or any change in the location of Governmental Lender’s books and records relating to the transactions contemplated hereby.
The occurrence of any default or Event of Default of which Governmental Lender has actual knowledge.
The commencement of any proceedings or any proceedings instituted by or against Governmental Lender in any federal, state or local court or before any governmental body or agency, or before any arbitration board, relating to the Notes.
The commencement of any proceedings by or against Governmental Lender under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for Governmental Lender or any of its assets relating to the Loans.
Inspection of Project Books. Governmental Lender covenants and agrees that all books and documents in its possession relating to the Project shall, upon reasonable prior notice, during normal business hours, be open to inspection and copying by such accountants or other

agents as Fiscal Agent or Funding Lender Representative may from time to time reasonably designate.
No Modification of Security; Additional Indebtedness. Governmental Lender covenants to and for the benefit of Funding Lender that it will not, without the prior written consent of Funding Lender Representative, take any of the following actions:
Alter, modify or cancel, or agree to consent to alter, modify or cancel any agreement to which Governmental Lender is a party, or which has been assigned to Governmental Lender, and which relates to or affects the security for the Loans or the payment of any amount owed under the Financing Documents; or
Create or suffer to be created any lien upon the Pledged Security or any part thereof other than the lien created hereby and by the Security Instrument.
Damage, Destruction or Condemnation. Net Proceeds resulting from casualty to or condemnation of the Project shall be applied as provided in the Continuing Covenant Agreement and, to the extent consistent therewith, Section 3.01(b)(i) hereof.
Tax Covenants.
Governmental Lender’s Covenants. Governmental Lender covenants to and for the benefit of Funding Lender that it will:
Neither make or use nor cause to be made or used any investment or other use of the proceeds of the Funding Loan or the money and investments held in the funds and accounts in any manner which would cause the Governmental Note to be an “arbitrage bond” under Section 148 of the Code and the regulations issued under Section 148 of the Code (the “Treasury Regulations”) or which would otherwise cause the interest payable on the Governmental Note to be includable in the gross income of the holders thereof for federal income tax purposes;
Enforce or cause to be enforced all obligations of Borrower under the TEL Regulatory Agreement in accordance with its terms and seek to cause Borrower to correct any violation of the TEL Regulatory Agreement within a reasonable period after it first discovers or becomes aware of any such violation;
Not take or cause to be taken any other action or actions, or fail to take any action or actions, if the same would cause the interest payable on the Governmental Note to be includable in the gross income of the holders thereof for federal income tax purposes;
At all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by Governmental Lender on the Funding Loan will be excluded from the gross income of the holders thereof for federal income tax purposes pursuant to the Code, except in the event where Funding Lender is a “substantial user” of the facilities financed with the Loans or a “related person” within the meaning of the Code; and

Not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Governmental Note to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the regulations issued under Section 149 of the Code.
In furtherance of the covenants in this Section 5.07, Governmental Lender and Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which is by this reference incorporated into this Funding Loan Agreement and made a part of this Funding Loan Agreement as if set forth in this Funding Loan Agreement in full. By its acceptance of this Funding Loan Agreement Fiscal Agent acknowledges receipt of the Tax Certificate and acknowledges its incorporation into this Funding Loan Agreement by this reference and agrees to comply with the terms specifically applicable.
Fiscal Agent’s Covenants. Fiscal Agent agrees that it will invest funds held under this Funding Loan Agreement in accordance with the covenants and terms of this Funding Loan Agreement and the Tax Certificate. This covenant shall extend through the term of the Funding Loan to all funds and accounts created under this Funding Loan Agreement and all money on deposit to the credit of any such fund or account. Fiscal Agent covenants to and for the benefit of Funding Lender that, notwithstanding any other provisions of this Funding Loan Agreement or of any other Financing Document, it will not knowingly make or cause to be made any investment or other use of the money in the funds or accounts created hereunder which would cause the Governmental Note to be classified as an “arbitrage bond” within the meaning of Sections 103(b) and 148 of the Code or would cause the interest on the Governmental Note to be includable in the gross income of the holders thereof for federal income tax purposes; provided that Fiscal Agent shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of Borrower, Governmental Lender, Funding Lender Representative, Bond Counsel or Rebate Analyst. This covenant shall extend, throughout the term of the Funding Loan, to all funds created under this Funding Loan Agreement and all money on deposit to the credit of any such fund. Pursuant to this covenant, with respect to the investments of the funds and accounts under this Funding Loan Agreement, Fiscal Agent obligates itself to comply throughout the term of the Funding Loan with the requirements of Sections 103(b) and 148 of the Code; provided that Fiscal Agent shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of Borrower, Governmental Lender, Bond Counsel or Rebate Analyst. Fiscal Agent further covenants that should Governmental Lender or Borrower file with Fiscal Agent (it being understood that neither Governmental Lender nor Borrower has an obligation to so file), or should Fiscal Agent receive, an opinion of Bond Counsel to the effect that any proposed investment or other use of proceeds of the Funding Loan would cause the Governmental Note to become an “arbitrage bond,” then Fiscal Agent will comply with any written instructions of Governmental Lender, Borrower, Funding Lender Representative or Bond Counsel regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to prevent the Governmental Note from becoming an “arbitrage bond,” and Fiscal Agent will bear no liability to Governmental Lender, Borrower, Funding Lender or Funding Lender Representative for investments made in accordance with such instructions.
Representations and Warranties of Governmental Lender. Governmental Lender hereby represents and warrants as follows:

Governmental Lender is a [ENTITY TYPE] duly organized, validly existing and in good standing under the laws of the Property Jurisdiction.
Governmental Lender has all necessary power and authority to issue the Governmental Note and to execute and deliver this Funding Loan Agreement, the Project Loan Agreement and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder.
The revenues and assets pledged for the repayment of the Funding Loan are and will be free and clear of any pledge, lien or encumbrance prior to, or equal with, the pledge created by this Funding Loan Agreement, and all action on the part of Governmental Lender to that end has been duly and validly taken.
The Financing Documents to which Governmental Lender is a party have been validly authorized, executed and delivered by Governmental Lender, and assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of Governmental Lender, enforceable against Governmental Lender in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles.
ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF FISCAL AGENT AND FUNDING LENDER.
Events of Default. The occurrence of any one or more of the following will constitute an Event of Default with respect to the Funding Loan under this Funding Loan Agreement:
Failure to pay the principal of, Prepayment Premium, if any, or interest on the Funding Loan when due, whether on a Funding Loan Payment Date, at the stated maturity thereof, by proceedings for prepayment thereof, by acceleration or otherwise.
Failure to observe the covenants set forth in Section 5.05 hereof.
Failure to observe or perform any of the covenants, agreements or conditions on the part of Governmental Lender (other than those set forth in Sections 5.01 and 5.05 hereof) set forth in this Funding Loan Agreement or in the Governmental Note and the continuance thereof for a period of thirty (30) days (or such longer period, if any, as is specified herein for particular defaults) after written notice thereof to Governmental Lender from Fiscal Agent or Funding Lender Representative specifying such default and requiring the same to be remedied; provided that if such default cannot be cured within such thirty (30) day period through the exercise of diligence and Governmental Lender commences the required cure within such thirty (30) day period and continues the cure with diligence and Governmental Lender reasonably anticipates that the default could be cured within sixty (60) days, Governmental Lender shall have sixty (60) days following receipt of such notice to effect the cure.

Receipt by Fiscal Agent of written notice from Funding Lender Representative of the occurrence of an “Event of Default” under the Project Loan Agreement or the Continuing Covenant Agreement.
Fiscal Agent will promptly notify Governmental Lender, Loan Servicer and Funding Lender Representative after a Responsible Officer obtains actual knowledge of the occurrence of an Event of Default or obtains actual knowledge of the occurrence of an event which would become an Event of Default with the passage of time or the giving of notice or both.
Acceleration; Other Remedies Upon Event of Default. Upon the occurrence of an Event of Default, Fiscal Agent shall, upon the written request of Funding Lender Representative, by notice in writing delivered to Governmental Lender, declare the principal of the Funding Loan and the interest accrued thereon immediately due and payable, and interest shall continue to accrue thereon until such amounts are paid.
At any time after the Funding Loan shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered, Fiscal Agent may, but only if directed in writing by Funding Lender Representative, by written notice to Governmental Lender and Fiscal Agent, rescind and annul such declaration and its consequences if Governmental Lender or Borrower shall pay to or deposit with Fiscal Agent a sum sufficient to pay all principal on the Funding Loan then due (other than solely by reason of such declaration) and all unpaid installments of interest (if any) on the Funding Loan then due, with interest at the rate borne by the Funding Loan on such overdue principal and (to the extent legally enforceable) on such overdue installments of interest, and all of Fiscal Agent’s Extraordinary Fees and Expenses incurred to date shall have been made good or cured or adequate provision shall have been made therefor, and all outstanding amounts then due and unpaid under the Financing Documents (collectively, the “Cure Amount”) shall have been paid in full, and all other defaults hereunder shall have been made good or cured or waived in writing by Funding Lender Representative; but no such rescission and annulment shall extend to or shall affect any subsequent default, nor shall it impair or exhaust any right or power consequent thereon.
Upon the occurrence and during the continuance of an Event of Default, Fiscal Agent in its own name and as trustee of an express trust, on behalf and for the benefit and protection of Funding Lender, may also proceed to protect and enforce any rights of Fiscal Agent and, to the full extent that Funding Lender itself might do, the rights of Funding Lender under the laws of the Property Jurisdiction or under this Funding Loan Agreement by such of the following remedies as Fiscal Agent shall deem most effectual to protect and enforce such rights; provided that, Fiscal Agent may undertake any such remedy only upon the receipt of the prior written consent of Funding Lender Representative (which consent may be given in the sole discretion of Funding Lender Representative):
By mandamus or other suit, action or proceeding at law or in equity, to enforce the payment of the principal of, Prepayment Premium, if any, or interest on the Funding Loan and to require Governmental Lender to carry out any covenants or agreements with or for the benefit of Funding Lender and to perform its duties under the Act, this Funding Loan Agreement, the Project Loan Agreement or the TEL Regulatory Agreement (as applicable) to the extent permitted under the applicable provisions thereof.

By pursuing any available remedies under the Project Loan Agreement, the TEL Regulatory Agreement or any other Financing Document.
By realizing or causing to be realized through sale or otherwise upon the Pledged Security.
By action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of Funding Lender and execute any other papers and documents and do and perform any and all such acts and things as may be necessary or advisable in the opinion of Fiscal Agent in order to have the claim of Funding Lender against Governmental Lender allowed in any bankruptcy or other proceeding.
No remedy by the terms of this Funding Loan Agreement conferred upon or reserved to Fiscal Agent or to Funding Lender is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to Fiscal Agent or Funding Lender hereunder or under the Project Loan Agreement, the TEL Regulatory Agreement, the Continuing Covenant Agreement or any other Financing Document, as applicable, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by Fiscal Agent or Funding Lender, shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereto.
Funding Lender Representative Control of Proceedings. Notwithstanding anything to the contrary herein, Funding Lender Representative shall have the sole and exclusive right at any time to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Funding Loan Agreement, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Funding Loan Agreement. In addition, Funding Lender Representative shall have the sole and exclusive right at any time to directly enforce all rights and remedies hereunder and under the other Financing Documents with or without the involvement of Fiscal Agent or Governmental Lender (and in connection therewith Fiscal Agent shall transfer or assign to Funding Lender Representative all of its interest in the Pledged Security at the request of Funding Lender Representative). In no event shall the exercise of any of the foregoing rights result in an acceleration of the Funding Loan without the express direction of Funding Lender Representative.
Waiver by Governmental Lender. Upon the occurrence of an Event of Default, to the extent that such right may then lawfully be waived, neither Governmental Lender nor anyone claiming through or under it shall set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or prepayment laws now or hereinafter in force, in order to prevent or hinder the enforcement of this Funding Loan Agreement. Governmental Lender, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and prepayment to which it may be entitled under the laws of the Property Jurisdiction and the United States of America.

Application of Money After Default. All money collected by Fiscal Agent at any time pursuant to this Article VI shall, except to the extent, if any, otherwise directed by a court of competent jurisdiction, be credited by Fiscal Agent to the Revenue Fund. Such money so credited to the Revenue Fund and all other money from time to time credited to the Revenue Fund shall at all times be held, transferred, withdrawn and applied as prescribed by the provisions of Article IV hereof and this Section 6.05.
In the event that at any time the money credited to the Revenue Fund, the Loan Payment Fund and the Loan Prepayment Fund available for the payment of interest or principal then due with respect to the Governmental Note shall be insufficient for such payment, such money shall be applied as follows and in the following order of priority:
For payment of all amounts due to Fiscal Agent incurred in performance of its duties under this Funding Loan Agreement, including, without limitation, the payment of all of Fiscal Agent’s Extraordinary Fees and Expenses incurred in exercising any remedies under this Funding Loan Agreement.
To the extent directed in writing by Funding Lender Representative, to the reimbursement of any unreimbursed advances made by or on behalf of Funding Lender pursuant to the Continuing Covenant Agreement or the Security Instrument.
Unless the full principal amount of the Funding Loan shall have become or have been declared due and payable:
FIRST, to Funding Lender, all installments of interest then due on the Funding Loan in the order of the maturity of such installments; and
SECOND, to Funding Lender, unpaid principal of and Prepayment Premium, if any, on the Funding Loan which shall have become due, whether at maturity or by call for prepayment, in the order in which they became due and payable.
If the full principal amount of the Governmental Note shall have become or have been declared due and payable, to Funding Lender for the payment of the principal of, Prepayment Premium, if any, and interest then due and unpaid on the Funding Loan without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest.
Remedies Not Exclusive. No right or remedy conferred upon or reserved to Fiscal Agent, Funding Lender or Funding Lender Representative by the terms of this Funding Loan Agreement is intended to be exclusive of any other right or remedy, but each and every such remedy shall be cumulative and shall be in addition to every other right or remedy given to Fiscal Agent, Funding Lender or Funding Lender Representative under this Funding Loan Agreement or existing at law or in equity or by statute (including the Act).
Fiscal Agent May Enforce Rights Without Governmental Note. All rights of action and claims, including the right to file proof of claims, under this Funding Loan Agreement may be prosecuted and enforced by Fiscal Agent at the written direction of Funding Lender Representative without the possession of the Governmental Note or the production thereof in any trial or other

proceedings relating thereto. Subject to the rights of Funding Lender Representative to direct proceedings hereunder, any such suit or proceeding instituted by Fiscal Agent shall be brought in its name as Fiscal Agent without the necessity of joining as plaintiffs or defendants any Funding Lender, and any recovery or judgment shall be for the benefit as provided herein of Funding Lender.
Termination of Proceedings. In case Fiscal Agent (at the direction of Funding Lender Representative) or Funding Lender Representative shall have proceeded to enforce any right under this Funding Loan Agreement by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case Governmental Lender, Fiscal Agent, Funding Lender Representative, Borrower and Funding Lender shall be restored to their former positions and rights hereunder with respect to the Pledged Security herein conveyed, and all rights, remedies and powers of Fiscal Agent and Funding Lender Representative shall continue as if no such proceedings had been taken.
Waivers of Events of Default. Fiscal Agent shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and interest on the Funding Loan upon the written direction of Funding Lender Representative. In case of any such waiver or rescission, or in case any proceeding taken by Fiscal Agent on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case Governmental Lender, Fiscal Agent, Borrower, Loan Servicer, Funding Lender Representative and Funding Lender shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereto.
Interest on Unpaid Amounts and Default Rate for Nonpayment. In the event that principal of or interest payable on the Funding Loan is not paid when due, there shall be payable on the amount not timely paid, on each Funding Loan Payment Date, interest at the Default Rate, to the extent permitted by law. Interest on the Funding Loan shall accrue at the Default Rate until the unpaid amount, together with interest thereon, shall have been paid in full.
Assignment of Project Loan; Remedies Under the Project Loan.
Funding Lender Representative shall have the right, with respect to the Project Loan, in its sole and absolute discretion, without directing Fiscal Agent to effect an acceleration of the Funding Loan, to instruct Fiscal Agent in writing to assign the Project Note, the Security Instrument and the other Project Loan Documents to Funding Lender Representative, in which event Fiscal Agent shall do all of the following:
Endorse and deliver the Project Note to Funding Lender Representative and assign (in recordable form) the Security Instrument.
Execute and deliver to Funding Lender Representative all documents prepared by Funding Lender Representative necessary to assign (in recordable form) all other Project Loan Documents to Funding Lender Representative.

Execute all such documents prepared by Funding Lender Representative as are necessary to legally and validly effectuate the assignments provided for in the preceding clauses (i) and (ii).
Fiscal Agent’s assignments to Funding Lender Representative pursuant to this Section 6.11 shall be without recourse or warranty except that Fiscal Agent shall represent and warrant in connection therewith:
That Fiscal Agent has not previously endorsed or assigned any such documents or instruments and
That Fiscal Agent has the corporate authority to endorse and assign such documents and instruments and such endorsements and assignments have been duly authorized.
Funding Lender Representative shall have the right, in its own name or on behalf of Governmental Lender or Fiscal Agent, to declare any default and exercise any remedies under the Project Loan Agreement, the Project Note or the Security Instrument, whether or not the Governmental Note has been accelerated or declared due and payable by reason of an Event of Default or the occurrence of a mandatory prepayment.
Substitution. Upon receipt of written notice from Funding Lender Representative and the approval of Governmental Lender as and to the extent permitted under the TEL Regulatory Agreement, Fiscal Agent shall exchange the Project Note and the Security Instrument for a new Project Note and Security Instrument, evidencing and securing a new loan (the “New Project Loan”), which may be executed by a Person other than Borrower (the “New Borrower”), provided that if Fiscal Agent, Funding Lender or a nominee of Fiscal Agent or Funding Lender has acquired the Project through foreclosure, by accepting a deed in lieu of foreclosure or by comparable conversion of the Project, no approval from Governmental Lender of such exchange shall be required. Prior to accepting a New Project Loan, Fiscal Agent shall have received (i) written evidence that the New Borrower shall have executed and recorded a document substantially in the form of the TEL Regulatory Agreement (or executed and recorded an assumption of all of Borrower’s obligations under the TEL Regulatory Agreement) and that the Project Loan Documents have been modified as necessary to be applicable to the New Project Loan, and (ii) an opinion of Bond Counsel to the effect that such exchange and modification, in and of itself, will not adversely affect the exclusion of interest on the Governmental Note from the gross income of the holders thereof for federal income tax purposes.
ARTICLE VII CONCERNING FISCAL AGENT.
Standard of Care. Fiscal Agent, prior to an Event of Default as defined in Section
6.01 hereof and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forth in this Funding Loan Agreement and no implied covenants or obligations should be read into this Funding Loan Agreement against Fiscal Agent. Fiscal Agent, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Funding Loan Agreement and use the same degree of care and skill in its exercise as a prudent

Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs. For the avoidance of doubt, the permissive right of Fiscal Agent to do things enumerated in this Funding Loan Agreement or the Project Loan Agreement shall not be construed as a duty.
No provision of this Funding Loan Agreement shall be construed to relieve Fiscal Agent from liability for its breach of trust, own negligence or willful misconduct, except that:
Prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred:
The duties and obligations of Fiscal Agent shall be determined solely by the express provisions of this Funding Loan Agreement, and Fiscal Agent shall not be liable except with regard to the performance of such duties and obligations as are specifically set forth in this Funding Loan Agreement; and
In the absence of bad faith on the part of Fiscal Agent, Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to Fiscal Agent by the Person or Persons authorized to furnish the same.
At all times, regardless of whether or not any such Event of Default shall exist:
Fiscal Agent shall not be liable for any error of judgment made in good faith by an officer or employee of Fiscal Agent except for willful misconduct or negligence by the officer or employee of Fiscal Agent as the case may be; and
Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Funding Lender Representative relating to the time, method and place of conducting any proceeding for any remedy available to Fiscal Agent, or exercising any trust or power conferred upon Fiscal Agent under this Funding Loan Agreement.
When Fiscal Agent incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.
Reliance Upon Documents. Except as otherwise provided in Section 7.01 hereof:
Fiscal Agent may rely upon the authenticity or truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, notarial seal, stamp, acknowledgment, verification, request, consent, order, bond, or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper party or parties, including any Electronic Instruction and Notice as permitted hereunder or under the Project Loan Agreement.

Any notice, request, direction, election, order or demand of Governmental Lender mentioned herein shall be sufficiently evidenced by an instrument signed in the name of Governmental Lender by an Authorized Officer of Governmental Lender (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of Governmental Lender may be evidenced to Fiscal Agent by a copy of such resolution duly certified by an Authorized Officer of Governmental Lender.
Any notice, request, certificate, statement, requisition, direction, election, order or demand of Borrower mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of Borrower by any Authorized Officer of Borrower (unless other evidence in respect thereof be herein specifically prescribed), and any resolution or certification of Borrower may be evidenced to Fiscal Agent by a copy of such resolution duly certified by a secretary or other authorized representative of Borrower.
Any notice, request, certificate, statement, requisition, direction, election, order or demand of Loan Servicer mentioned herein shall be sufficiently evidenced by an instrument signed in the name of Loan Servicer by an Authorized Officer of Loan Servicer (unless other evidence in respect thereof be herein specifically prescribed).
Any notice, request, direction, election, order or demand of Funding Lender Representative mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of Funding Lender Representative by any Authorized Officer of Funding Lender Representative (unless other evidence in respect thereof be herein specifically prescribed).
In the administration of the trusts of this Funding Loan Agreement:
Fiscal Agent may execute any of the trusts or powers hereby granted directly or through its agents, custodians, nominees, receivers or attorneys appointed with due care, and
Fiscal Agent may consult with counsel (who may be counsel for Governmental Lender, Loan Servicer or Funding Lender Representative) concerning all matters of trusts hereof and duties hereunder, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
Whenever in the administration of the trusts of this Funding Loan Agreement, Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or permitting any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed), may in the absence of negligence or willful misconduct on the part of Fiscal Agent, be deemed to be conclusively proved and established by a certificate of an officer or authorized agent of Governmental Lender or Borrower and such certificate shall in the absence of bad faith on the part of Fiscal Agent be full warrant to Fiscal Agent for any action taken or permitted by it under the provisions of this Funding Loan Agreement, but in its discretion Fiscal Agent may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable.

The recitals herein and in the Governmental Note (except Fiscal Agent’s certificate of authentication thereon) shall not be considered as made by or imposing any obligation or liability upon Fiscal Agent. Fiscal Agent makes no representations as to the value or condition of the Pledged Security or any part thereof, or as to the title of Governmental Lender or Borrower to the Pledged Security, or as to the security of this Funding Loan Agreement, or of the Governmental Note issued hereunder, and Fiscal Agent shall incur no liability or responsibility in respect of any of such matters.
Fiscal Agent shall not be personally liable for debts contracted or liability for damages incurred in the management or operation of the Pledged Security except for its own willful misconduct or negligence, and every provision of this Funding Loan Agreement relating to the conduct or affecting the liability of or affording protection to Fiscal Agent shall be subject to the provisions of this Section 7.02(i).
Fiscal Agent shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements (except to the extent they obligate Fiscal Agent) herein or in any contracts or securities assigned or conveyed to or pledged with Fiscal Agent hereunder, except Events of Default that are evident under Section 6.01(a) hereof. Fiscal Agent shall not be required to take notice or be deemed to have notice or actual knowledge of any default or Event of Default specified in Section 6.01 hereof (except defaults under Section 6.01(a) hereof to the extent they are collecting loan payments hereunder) unless Fiscal Agent shall receive from Governmental Lender or Funding Lender Representative written notice stating that a default or Event of Default has occurred and specifying the same, and in the absence of such notice Fiscal Agent may conclusively assume that there is no such default. Every provision contained in this Funding Loan Agreement or related instruments or in any such contract or security wherein the duty of Fiscal Agent depends on the occurrence and continuance of such default shall be subject to the provisions of this Section 7.02(j).
Fiscal Agent shall be under no duty to confirm or verify any financial or other statements or reports or certificates furnished pursuant to any provisions hereof, except to the extent such statement or reports are furnished by or under the direction of Fiscal Agent, and shall be under no other duty in respect of the same except to retain the same in its files and permit the inspection of the same at reasonable times by Funding Lender.
Fiscal Agent shall be under no obligation to exercise those rights or powers vested in it by this Funding Loan Agreement, other than such rights and powers which it shall be obliged to exercise in the ordinary course of acting as Fiscal Agent under the terms and provisions of this Funding Loan Agreement and as required by law, at the request or direction of Funding Lender Representative pursuant to Section 6.03 hereof, unless Funding Lender Representative shall have offered to Fiscal Agent security or indemnity satisfactory to Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in the compliance with such request or direction.
None of the provisions contained in this Funding Loan Agreement shall require Fiscal Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

Fiscal Agent is authorized and directed to execute in its capacity as Fiscal Agent, the Project Loan Agreement [and the TEL Regulatory Agreement] and shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the delivery of the Governmental Note and no responsibility for compliance with any state or federal securities laws in connection with the Governmental Note. In acting or omitting to act pursuant to the Project Loan Agreement[, the TEL Regulatory Agreement] or any other documents executed in connection herewith, Fiscal Agent shall be entitled to all of the rights, immunities and indemnities accorded to it under this Funding Loan Agreement, including, but not limited to, this Article VII.
Fiscal Agent or any of its affiliates may act as advisor or sponsor with respect to any Qualified Investments.
Any resolution, certification, notice, request, direction, election, order or demand delivered to Fiscal Agent pursuant to this Section 7.02 shall remain in effect until Fiscal Agent receives written notice to the contrary from the party that delivered such instrument accompanied by revised information for such party.
Fiscal Agent shall have no responsibility for the value of any collateral or with respect to the perfection or priority of any security interest in any collateral except as otherwise provided in Section 7.15 hereof.
Notwithstanding anything contained herein or in the Security Instrument to the contrary, upon the occurrence and continuance of an Event of Default, before taking any foreclosure action or any action which may subject Fiscal Agent to liability under any environmental law, statute, regulation or similar requirement relating to the environment, Fiscal Agent may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such foreclosure or other action. Fiscal Agent shall not be required to take any action to foreclose or otherwise enforce the Security Instrument unless indemnified to its satisfaction and will not be required to foreclose if doing so will subject it to environmental liability or will require the approval of a governmental regulator that cannot be obtained.
Use of Proceeds. Fiscal Agent shall not be accountable for the use or application of the Governmental Note authenticated or delivered hereunder or of the proceeds of the Funding Loan or any other moneys paid over by Fiscal Agent in accordance with the provisions of this Funding Loan Agreement except as provided herein.
Trust Imposed. All money received by Fiscal Agent shall, until used or applied as herein provided, be held in trust for the purposes for which it was received.
Compensation of Fiscal Agent. Fiscal Agent shall be entitled to its Fiscal Agent’s Ordinary Fees and Expenses in connection with the services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of Fiscal Agent hereunder or under any Financing Document to the extent money is available therefor, in

accordance with Section 4.06 hereof, exclusive of Extraordinary Services. Fiscal Agent shall be entitled to Fiscal Agent’s Extraordinary Fees and Expenses in connection with any Extraordinary Services performed consistent with the duties hereunder or under any of the Financing Documents; provided Fiscal Agent shall not perform any Extraordinary Services or incur any Fiscal Agent’s Extraordinary Fees and Expenses without the consent of Funding Lender Representative. If any property, other than cash, shall at any time be held by Fiscal Agent subject to this Funding Loan Agreement, or any supplement hereto, as security for the Funding Loan, Fiscal Agent, if and to the extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Funding Loan Agreement as such security for the Funding Loan, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other liens or encumbrances thereon. Payment to Fiscal Agent for its services and reimbursement to Fiscal Agent for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in the Project Loan Agreement and in Sections 4.06, 4.09 and 6.05 hereof. Governmental Lender shall have no liability for Fiscal Agent’s fees, costs or expenses. Subject to the provisions of Section 7.08 hereof, Fiscal Agent agrees that it shall continue to perform its duties hereunder and under the Financing Documents even in the event that money designated for payment of its fees shall be insufficient for such purposes or in the event that Borrower fails to pay the Fiscal Agent’s Ordinary Fees and Expenses or, if applicable, the Fiscal Agent’s Extraordinary Fees and Expenses as required by the Project Loan Agreement.
Borrower shall indemnify and hold harmless Fiscal Agent and its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and servants, past, present or future, from and against all of the following:
Any and all claims by or on behalf of any Person arising from any cause whatsoever in connection with this Funding Loan Agreement or transactions contemplated hereby, the Project, or the delivery of the Governmental Note or the Loans.
Any and all claims arising from any act or omission of Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, or the delivery of the Governmental Note or the Loans.
All costs, counsel fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon; except that Borrower shall not be required to indemnify any Person for damages caused by the gross negligence, willful misconduct or unlawful acts of such Person or which arise from events occurring after Borrower ceases to own the Project.
In the event that any action or proceeding is brought or claim made against Fiscal Agent, or any of its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants or servants, with respect to which indemnity may be sought hereunder, Borrower, upon written notice thereof from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses (except for matters attributable to the negligence or willful misconduct of such Person). The indemnified party shall have the right to approve a settlement to which it is a party and to employ separate counsel in any such action or proceedings and to participate in the investigation and defense

thereof, and Borrower shall pay the reasonable fees and expenses of such separate counsel. The provisions of this Section 7.05 shall survive the termination of this Funding Loan Agreement.
Qualifications of Fiscal Agent. There shall at all times be a Fiscal Agent hereunder which shall be an association or a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers. Any successor Fiscal Agent shall have a combined capital and surplus of at least
$50,000,000 (or shall be a wholly-owned subsidiary of an association or corporation that has such combined capital and surplus), and be subject to supervision or examination by federal or state authority, or shall have been appointed by a court of competent jurisdiction pursuant to Section
7.10 hereof. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to above, then for the purposes of this Section 7.06, the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time Fiscal Agent shall cease to be eligible in accordance with the provisions of this Section 7.06 and another association or corporation is eligible, Fiscal Agent shall resign immediately in the manner and with the effect specified in Section 7.08 hereof.
Merger of Fiscal Agent. Any association or corporation into which Fiscal Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any association or corporation resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party shall, ipso facto, be and become successor Fiscal Agent hereunder and vested with all the title to the whole property or Pledged Security and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become successor Fiscal Agent in respect of the legal interest of Fiscal Agent in the Loans.
Resignation by Fiscal Agent. Fiscal Agent may at any time resign from the trusts hereby created by giving written notice to Governmental Lender, Borrower, Loan Servicer and Funding Lender Representative. Such notice to Governmental Lender, Borrower, Loan Servicer and Funding Lender Representative may be served personally or sent by certified mail or overnight delivery service. The resignation of Fiscal Agent shall not be effective until a successor Fiscal Agent has been appointed as provided herein and such successor Fiscal Agent shall have agreed in writing to be bound by the duties and obligations of Fiscal Agent hereunder; provided, however, that after giving notice of resignation, Fiscal Agent may petition any court of competent jurisdiction for appointment of a temporary Fiscal Agent until a successor Fiscal Agent is appointed. The rights of Fiscal Agent to indemnity, compensation and reimbursement of fees and expenses shall survive Fiscal Agent’s resignation as set forth herein and in Section 6.01(d) of the Project Loan Agreement.
Removal of Fiscal Agent. Fiscal Agent may be removed at any time, either with or without cause, with the consent of Funding Lender Representative (which consent of Funding Lender Representative shall not be unreasonably withheld), by a written instrument signed by Governmental Lender and delivered to Fiscal Agent, Loan Servicer and Borrower. Fiscal Agent

may also be removed by a written instrument signed by Funding Lender Representative and delivered to Fiscal Agent, Loan Servicer, Governmental Lender and Borrower. In each case written notice of such removal shall be given to Loan Servicer, Borrower and to Funding Lender. Any such removal shall take effect on the day specified in such written instrument(s), but Fiscal Agent shall not be discharged from the trusts hereby created until a successor Fiscal Agent has been appointed and has accepted such appointment and has agreed in writing to be bound by the duties and obligations of Fiscal Agent hereunder. The rights of Fiscal Agent to indemnity, compensation and reimbursement of fees and expenses shall survive Fiscal Agent’s removal as set forth herein and in Section 6.01(d) of the Project Loan Agreement.
Appointment of Successor Fiscal Agent.
In case at any time Fiscal Agent shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or shall be adjudged a bankrupt or insolvent, or if a receiver of Fiscal Agent or of its property shall be appointed, or if a public supervisory office shall take charge or control of Fiscal Agent or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Fiscal Agent hereunder, and Governmental Lender, with the written consent of Funding Lender Representative, shall promptly appoint a successor Fiscal Agent. Any such appointment shall be made by a written instrument executed by an Authorized Officer of Governmental Lender. If Governmental Lender fails to appoint a successor Fiscal Agent within ten (10) days following receipt of notice of the resignation or removal of Fiscal Agent pursuant to Section 7.08 or Section
7.09 hereunder, as applicable, Funding Lender Representative may appoint a successor Fiscal Agent.
If, in a proper case, no appointment of a successor Fiscal Agent shall be made pursuant to subsection (a) of this Section 7.10 within sixty (60) days following delivery of all required notices of resignation given pursuant to Section 7.08 hereof or of removal of Fiscal Agent pursuant to Section 7.09 hereof, the retiring Fiscal Agent may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Fiscal Agent.
Concerning Any Successor Fiscal Agent. Every successor Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to Governmental Lender a written instrument accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the Pledged Security and the rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of Governmental Lender, Borrower or Funding Lender Representative, or of its successor, and upon payment of all amounts due such predecessor, including but not limited to fees and expenses of counsel, execute and deliver such instruments as may be appropriate to transfer to such successor Fiscal Agent all the Pledged Security and the rights, powers and trusts of such predecessor hereunder; and every predecessor Fiscal Agent shall deliver all securities and money held by it as Fiscal Agent hereunder to its successor. Should any instrument in writing from Governmental Lender be required by a successor Fiscal Agent for more fully and certainly vesting in such successor the Pledged Security and all rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by

Governmental Lender. The resignation of any Fiscal Agent and the instrument or instruments removing any Fiscal Agent and appointing a successor hereunder, together with all other instruments provided for in this Article VII, shall be filed and/or recorded by the successor Fiscal Agent in each recording office where this Funding Loan Agreement shall have been filed and/or recorded. Each successor Fiscal Agent shall mail notice by first class mail, postage prepaid, at least once within thirty (30) days of such appointment, to Funding Lender.
Successor Fiscal Agent. In the event of a change in the office of Fiscal Agent, the predecessor Fiscal Agent which shall have resigned or shall have been removed shall cease to be Fiscal Agent with respect to the Governmental Note, and the successor Fiscal Agent shall become such Fiscal Agent.
Appointment of Co-Fiscal Agent or Separate Fiscal Agent. It is the intent of Governmental Lender and Fiscal Agent that there shall be no violation of any law of any jurisdiction (including particularly the laws of the Property Jurisdiction) denying or restricting the right of banking corporations or associations to transact business as Fiscal Agent in such jurisdiction. It is recognized that in case of litigation under or connected with this Funding Loan Agreement, the Project Loan Agreement or any of the other Financing Documents, and, in particular, in case of the enforcement of any remedies on default, or in case Fiscal Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein or therein granted to Fiscal Agent or hold title to the properties in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Fiscal Agent, with the consent of Governmental Lender and Funding Lender Representative, appoint an additional individual or institution as a co-fiscal agent or separate fiscal agent.
In the event that Fiscal Agent appoints an additional individual or institution as a co-fiscal agent or separate fiscal agent, in the event of the incapacity or lack of authority of Fiscal Agent, by reason of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and remedies granted to Fiscal Agent herein or to hold title to the Pledged Security or to take any other action that may be necessary or desirable in connection therewith, each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Funding Loan Agreement to be imposed upon, exercised by or vested in or conveyed to Fiscal Agent with respect thereto shall be imposed upon, exercisable by and vest in such separate fiscal agent or co-fiscal agent, but only to the extent necessary to enable such co-fiscal agent or separate fiscal agent to exercise such powers, rights, trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such co-fiscal agent or separate fiscal agent shall run to and be enforceable by either of them, subject to the remaining provisions of this Section 7.13. Such co-fiscal agent or separate fiscal agent shall deliver an instrument in writing acknowledging and accepting its appointment hereunder to Governmental Lender and Fiscal Agent.
Should any instrument in writing from Governmental Lender be required by the co-fiscal agent or separate fiscal agent so appointed by Fiscal Agent for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by Governmental Lender, Fiscal Agent and Borrower. If Governmental Lender shall fail to deliver

the same within thirty (30) days of such request, Fiscal Agent is hereby appointed attorney-in-fact for Governmental Lender to execute, acknowledge and deliver such instruments in Governmental Lender’s name and stead. In case any co-fiscal agent or separate fiscal agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such co-fiscal agent or separate fiscal agent, so far as permitted by law, shall vest in and be exercised by Fiscal Agent until the appointment of a new Fiscal Agent or successor to such co-fiscal agent or separate fiscal agent.
Every co-fiscal agent or separate fiscal agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:
The Governmental Note shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Funding Loan Agreement conferred upon Fiscal Agent in respect of the custody, control or management of money, papers, securities and other personal property shall be exercised solely by Fiscal Agent.
All rights, powers, trusts, duties and obligations conferred or imposed upon Fiscal Agent shall be conferred or imposed upon or exercised or performed by Fiscal Agent, or by Fiscal Agent and such co-fiscal agent, or separate fiscal agent jointly, as shall be provided in the instrument appointing such co-fiscal agent or separate fiscal agent, except to the extent that under the law of any jurisdiction in which any particular act or acts are to be performed Fiscal Agent shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-fiscal agent or separate fiscal agent.
Any request in writing by Fiscal Agent to any co-fiscal agent or separate fiscal agent to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking or the refraining from taking of such action by such co-fiscal agent or separate fiscal agent.
Any co-fiscal agent or separate fiscal agent to the extent permitted by law shall delegate to Fiscal Agent the exercise of any right, power, trust, duty or obligation, discretionary or otherwise.
Fiscal Agent at any time by an instrument in writing with the concurrence of Governmental Lender evidenced by a certified resolution may accept the resignation of or remove any co-fiscal agent or separate fiscal agent appointed under this Section 7.13 and in case an Event of Default shall have occurred and be continuing, Fiscal Agent shall have power to accept the resignation of or remove any such co-fiscal agent or separate fiscal agent without the concurrence of Governmental Lender, and upon the request of Fiscal Agent, Governmental Lender shall join with Fiscal Agent in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-fiscal agent or separate fiscal agent so resigned or removed may be appointed in the manner provided in this Section 7.13.
No Fiscal Agent or co- fiscal agent hereunder shall be personally liable by reason of any act or omission of any other Fiscal Agent hereunder.

Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by Funding Lender Representative and delivered to Fiscal Agent shall be deemed to have been delivered to each such co-fiscal agent or separate fiscal agent.
Any money, papers, securities or other items of personal property received by any such co-fiscal agent or separate fiscal agent hereunder shall forthwith, so far as may be permitted by law, be turned over to Fiscal Agent.
The total compensation of Fiscal Agent and any co-fiscal agent or separate fiscal agent shall be as, and may not exceed the amount, provided in Section 7.05 hereof.
Notice of Certain Events. Fiscal Agent shall give written notice to Governmental Lender, Loan Servicer and Funding Lender Representative of any failure by Borrower to comply with the terms of the TEL Regulatory Agreement or any Determination of Taxability of which a Responsible Officer has actual knowledge.
Filing of Financing Statements. Fiscal Agent shall, at the expense of Borrower, file or record or cause to be filed or recorded all continuation statements for financing statements that have been delivered to Fiscal Agent on which Fiscal Agent is named as a secured party or additional secured party for the purpose of continuing without lapse the effectiveness of those financing statements which have been filed on or approximately on the Delivery Date in connection with the security for the Funding Loan pursuant to the authority of the Uniform Commercial Code. Upon the filing of any such continuation statement Fiscal Agent shall immediately notify Governmental Lender, Borrower, Funding Lender Representative and Loan Servicer that the same has been done. If direction is given by Loan Servicer or Funding Lender Representative, Fiscal Agent shall file all continuation statements in accordance with such directions.
Notwithstanding anything to the contrary contained herein, Fiscal Agent shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code and unless Fiscal Agent shall have been notified by Funding Lender that any such initial filing or description of collateral was or has become defective, Fiscal Agent shall be fully protected in relying on such initial filing and descriptions in filing any continuation statements or modifications thereto pursuant to this Section 7.15 and in filing any continuation statements in the same filing offices as the initial filings were made.
USA Patriot Act Requirements of Fiscal Agent. To help the government of the United States of America fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each Person who opens an account. For a non-individual Person such as a business entity, a charity, a trust, or other legal entity, Fiscal Agent may request documentation to verify such Person’s formation and existence as a legal entity. Fiscal Agent may also request financial statements, licenses, identification and authorization documents from individuals claiming authority to represent such Person or other relevant documentation.

ARTICLE VIII	AMENDMENTS OF CERTAIN DOCUMENTS.
Amendments to Funding Loan Agreement. Any of the terms of this Funding Loan Agreement and the Governmental Note may be amended or waived only by an instrument signed by Fiscal Agent and Governmental Lender, and with the prior written consent of Funding Lender Representative.
Amendments to Financing Documents Require Consent of Funding Lender Representative. Neither Governmental Lender nor Fiscal Agent shall consent to any amendment, change or modification of any Financing Document without the prior written consent of Funding Lender Representative. Fiscal Agent shall enter into such amendments to the Financing Documents as shall be directed by Funding Lender Representative.
Opinion of Bond Counsel Required. No amendment to this Funding Loan Agreement, the Governmental Note, the Project Loan Agreement, the Project Note, the Security Instrument or the TEL Regulatory Agreement shall become effective unless and until all of the following have occurred:
Funding Lender Representative shall have consented to the same in writing in its sole discretion.
Funding Lender Representative, Governmental Lender and Fiscal Agent shall have received, at the expense of Borrower:
An opinion of Bond Counsel to the effect that such amendment, change or modification will not, in and of itself, cause interest on the Governmental Note to be includable in the gross income of the holders thereof for federal income tax purposes, and
An opinion of counsel acceptable to Funding Lender Representative to the effect that any such proposed such amendment, change or modification is authorized and complies with the provisions of this Funding Loan Agreement and is a legal, valid and binding obligation of the parties thereto, subject to normal exceptions relating to bankruptcy, insolvency and equitable principles limitations.
ARTICLE IX SATISFACTION AND DISCHARGE OF FUNDING LOAN AGREEMENT.
Discharge of Lien.
These presents and the estates and rights hereby granted shall cease, determine and be void if Governmental Lender shall:
Pay or cause to be paid to Funding Lender the principal, interest and Prepayment Premium, if any, to become due with respect to the Funding Loan at the times and in the manner stipulated herein and in the Governmental Note, in any one or more of the following ways:
By the payment of all unpaid principal of (including Prepayment Premium, if any) and interest on the Funding Loan,

Prior to the Window Period, by the deposit to the account of Fiscal Agent, in trust, of money or securities in the necessary amount to pay the principal,
Prepayment Premium and interest to the Maturity Date, or
By the delivery of the Governmental Note by Funding Lender to Fiscal Agent for cancellation; and
Have paid all amounts due and owing under the other Financing Documents;
Have paid all fees and expenses of and any other amounts due to Fiscal Agent, Loan Servicer and Rebate Analyst; and
Keep, perform and observe all and singular the covenants and promises in the Governmental Note and in this Funding Loan Agreement expressed as to be kept, performed and observed by it or on its part.
Upon satisfaction of each of the requirements of Section 9.01(a), Fiscal Agent shall cancel and discharge the lien of this Funding Loan Agreement and execute and deliver to Governmental Lender such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to Governmental Lender the estate hereby conveyed, and assign and deliver to Governmental Lender any interest in property at the time subject to the lien of this Funding Loan Agreement which may then be in its possession, except amounts held by Fiscal Agent for the payment of principal of, interest and Prepayment Premium, if any, on the Governmental Note, and the payment of any amounts owed to the United States of America pursuant to Section 4.10 hereof.
Prior to the Window Period and subject to the satisfaction of the conditions set forth in Section 4.04(c) of the Project Loan Agreement, the Funding Loan shall, prior to the Maturity Date, be deemed to have been paid within the meaning and with the effect expressed in Section 9.01(a) based on a deposit of moneys or securities with Fiscal Agent pursuant to Section 9.01(a)(i)(B) if, under circumstances which do not cause interest on the Governmental Note to become includable in the gross income of the holders thereof for federal income tax purposes, each of the following conditions shall have been fulfilled:
There shall be on deposit with Fiscal Agent either money or noncallable and nonprepayable direct obligations of the United States of America (or other defeasance securities constituting Qualified Investments approved in writing by Funding Lender Representative) in an amount, together with anticipated earnings thereon (but not including any reinvestment of such earnings), which will be sufficient to pay, when due, the principal and interest due and to become due on the Funding Loan up to and on the Maturity Date.
Fiscal Agent shall have received a verification report of a firm of certified public accountants or financial analyst reasonably acceptable to Fiscal Agent and Funding Lender Representative as to the adequacy of the amounts or securities so deposited to fully pay the Funding Loan.
Fiscal Agent and Funding Lender Representative shall have received a written opinion of nationally recognized counsel experienced in bankruptcy matters to the

effect that if Borrower, any general partner, member or guarantor of Borrower, or Governmental Lender were to become a debtor in a proceeding under the Bankruptcy Code:
Payment of such money to Funding Lender would not constitute a voidable preference under Section 547 of the Bankruptcy Code and
The automatic stay provisions of Section 362(a) of the Bankruptcy Code would not prevent application of such money to the payment of the Funding Loan.
Fiscal Agent and Funding Lender Representative shall have received an opinion of Bond Counsel to the effect that the defeasance of the Funding Loan is in accordance with the provisions of this Funding Loan Agreement and that such defeasance will not adversely affect the exclusion of interest on the Governmental Note from the gross income of the holders thereof for federal income tax purposes.
Fiscal Agent shall have received written confirmation that all fees, expenses or reimbursement of any advances due to Funding Lender and Loan Servicer under the Financing Documents have been fully paid.
Discharge of Liability on Funding Loan. Upon the deposit with Fiscal Agent, in trust, on or before the Maturity Date, of money or securities in the necessary amount (as provided in Section 9.01 above) to pay or prepay the Funding Loan (whether upon or prior to the Maturity Date or the prepayment date of the Funding Loan) provided that, if the Funding Loan is to be prepaid prior to the maturity thereof, notice of such prepayment shall have been given as provided in Article III or provision satisfactory to Fiscal Agent shall have been made for the giving of such notice, all liability of Governmental Lender in respect of the Funding Loan shall cease, terminate and be completely discharged, except only that thereafter Funding Lender shall be entitled to payment by Governmental Lender, and Governmental Lender shall remain liable for such payment, but only out of the money or securities deposited with Fiscal Agent as aforesaid for their payment, subject, however, to the provisions of Section 9.03 hereof.
Payment of Funding Loan After Discharge of Funding Loan Agreement. Notwithstanding any provisions of this Funding Loan Agreement, and subject to applicable unclaimed property laws of the Property Jurisdiction, any money deposited with Fiscal Agent or any paying agent in trust for the payment of the principal of, interest or Prepayment Premium on the Governmental Note remaining unclaimed for [  ] years after the maturity or earlier payment date: [(a) shall be reported and disposed of by Fiscal Agent in accordance with applicable unclaimed property laws; or (b)] to the extent permitted by applicable law, shall be paid to [Governmental Lender][Borrower][other disposition], whereupon all liability of Governmental Lender and Fiscal Agent with respect to such money shall cease, and Funding Lender shall thereafter look solely to Borrower for payment of any amounts then due. All money held by Fiscal Agent and subject to this Section 9.03 shall be held uninvested and without liability for interest thereon.
ARTICLE X  MISCELLANEOUS

Servicing of the Loans. Funding Lender Representative may appoint a Loan Servicer (which may be Funding Lender Representative if Funding Lender Representative elects to service the Loans) to service the Loans as provided in Section 3.02 of the Project Loan Agreement.
Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or to be implied from this Funding Loan Agreement or the Governmental Note is intended or shall be construed to give to any Person other than the Parties hereto, Funding Lender, Funding Lender Representative, Loan Servicer and Borrower, any legal or equitable right, remedy or claim under or in respect to this Funding Loan Agreement or any covenants, conditions and provisions hereof.
Construction of Conflicts; Severability.
Notwithstanding anything provided herein, or in any of the documents referred to herein, in the event that any contracts or other documents executed by Borrower or any other arrangements agreed to by Borrower in order to finance or refinance the Project with the proceeds of the Funding Loan, the interest on which is excluded from the gross income of the holders thereof for federal income tax purposes under Section 103(a) of the Code are inconsistent with the Project Loan Documents, then the Project Loan Documents shall be controlling in all respects. If any provision of this Funding Loan Agreement shall be held or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution, statute, rule of law or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or sections in this Funding Loan Agreement contained, shall not affect the remaining portions of this Funding Loan Agreement, or any part thereof.
Notices.
Whenever in this Funding Loan Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to Governmental Lender, Fiscal Agent, Funding Lender Representative, Borrower or Loan Servicer shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth below or as may be required or permitted by this Funding Loan Agreement by Electronic Instruction and Notice. Governmental

Lender, Fiscal Agent, Funding Lender Representative, Borrower or Loan Servicer may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent.
Notice Addresses
If to Governmental Lender:

Attention: 	
If to Fiscal Agent:

Attention: 	
If to Borrower:

Attention: 	
With a copy to (which copy shall not constitute notice to Borrower):

Attention: 	
If to Initial Funding Lender or Loan Servicer:

Attention: 	
If to Funding Lender Representative (as of the Freddie Mac Purchase Date): Federal Home Loan Mortgage Corporation
8100 Jones Branch Drive McLean, Virginia 22102
Attention:	Multifamily Operations - Loan Accounting Email:	mfla@freddiemac.com
Telephone:	(703) 714-4177
With a copy to (which copy shall not constitute notice to Funding Lender Representative):

Federal Home Loan Mortgage Corporation 8200 Jones Branch Drive
McLean, Virginia 22102
Attention:	Managing Associate General Counsel - Multifamily Legal Division
Email:	guy_nelson@freddiemac.com Telephone:	(703) 903-2000
A duplicate copy of each notice or other communication given hereunder by any party to Loan Servicer shall also be given to Funding Lender Representative and by any party to Funding Lender Representative to Loan Servicer.
Fiscal Agent agrees to accept and act upon Electronic Instruction and Notice pursuant to this Funding Loan Agreement.
Fiscal Agent shall provide to Funding Lender Representative and Loan Servicer (i) prompt notice of the occurrence of any Event of Default pursuant to Section 6.01 hereof and (ii) any written information or other written communication received by Fiscal Agent hereunder within ten (10) Business Days of receiving a written request from Funding Lender Representative and Loan Servicer for any such information or other communication.
Funding Lender Representative.
Initial Funding Lender is the initial Funding Lender Representative with respect to the Governmental Note. Upon the Freddie Mac Purchase Date, Freddie Mac shall be Funding Lender Representative. Funding Lender Representative shall be entitled to all the rights and privileges of Funding Lender hereunder and under the other Financing Documents.
Funding Lender Representative may provide written notice to Fiscal Agent designating particular individuals or Persons authorized to execute any consent, waiver, approval, direction or other instrument on behalf of Funding Lender Representative, and such notice may be amended or rescinded by Funding Lender Representative at any time by subsequent written notice. Funding Lender Representative may be removed and a successor appointed by a written notice in the form of Exhibit B hereto given by Funding Lender to Fiscal Agent, Governmental Lender, Loan Servicer and Borrower. The removal and reappointment shall be effective immediately upon receipt of such notice by Fiscal Agent. Funding Lender may appoint any Person to act as Funding Lender Representative, including, without limitation, Loan Servicer. If, for any reason, a Funding Lender Representative resigns by written notice provided to Fiscal Agent, Funding Lender, Governmental Lender, Loan Servicer and Borrower, all references to Funding Lender Representative herein and in the other Financing Documents shall be deemed to refer to Funding Lender until a successor Funding Lender Representative is appointed by Funding Lender.
Whenever pursuant to this Funding Loan Agreement or any other Financing Document, Funding Lender Representative exercises any right given to it to approve or disapprove, any arrangement or term hereof, the decision of Funding Lender Representative to approve or disapprove or to decide whether arrangements or terms are acceptable or not acceptable shall be in the sole discretion of Funding Lender Representative, except as otherwise specifically indicated.

Each Funding Lender, by their purchase or other acquisition of the Funding Loan, shall be deemed to have acknowledged and agreed to the provisions of this Funding Loan Agreement and the other Financing Documents with respect to Funding Lender Representative and the rights and privileges thereof, including but not limited to the right to control all remedies in respect of the Governmental Note and the Loans.
Payments Due on Non-Business Days. In any case where a date of payment with respect to the Funding Loan shall be a day other than a Business Day, then such payment need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no interest shall accrue for the period after such date provided that payment is made on such next succeeding Business Day.
Counterparts. This Funding Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Laws Governing This Funding Loan Agreement. The effect and meaning of this Funding Loan Agreement and the rights of all parties hereunder shall be governed by, and construed according to, the internal laws of the Property Jurisdiction without regard to conflicts of laws principles.
No Recourse. No recourse under or upon any obligation, covenant or agreement contained in this Funding Loan Agreement or in the Governmental Note shall be had against any member, officer, commissioner, director or employee (past, present or future) of Governmental Lender, either directly or through Governmental Lender or its governing body or otherwise, for the payment for or to Governmental Lender or any receiver thereof, or for or to Funding Lender, or otherwise, of any sum that may be due and unpaid by Governmental Lender or its governing body upon the Governmental Note. Any and all personal liability of every nature whether at common law or in equity or by statute or by constitution or otherwise of any such member, officer, commissioner, director or employee, as such, to respond by reason of any act of omission on his/her part or otherwise, for the payment for or to Funding Lender or otherwise of any sum that may remain due and unpaid with respect to the Funding Loan hereby secured is, by the acceptance hereof, expressly waived and released as a condition of and in consideration for the execution of this Funding Loan Agreement and the delivery of the Governmental Note.
10.10 Successors and Assigns. All the covenants and representations contained in this Funding Loan Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of their successors and assigns, whether so expressed or not.

GOVERNMENTAL LENDER:
	,	a

By:	 Name:	 Title:	

SIGNATURES CONTINUE ON FOLLOWING PAGE

FISCAL AGENT:
	,	a

By:	 Name:	 Title:	

SIGNATURES CONTINUE ON FOLLOWING PAGE

INITIAL FUNDING LENDER:
	,	a

By:	 Name:	 Title:	

Exhibit A
Form of Governmental Note [ISSUE DESIGNATION]
US $[AMOUNT]	[DELIVERY DATE]
FOR VALUE RECEIVED, the undersigned, [GOVERNMENTAL LENDER] (the “Obligor”), promises to pay (but solely from the sources and in the manner provided for in the Funding Loan Agreement referenced below) to the order of [SELLER/SERVICER] (the “Funding Lender”), and its assigns, the principal sum of [AMOUNT OF FUNDING LOAN] (US
$[AMOUNT]), plus Prepayment Premium, if any, and interest thereon and to pay the other amounts owing from time to time hereunder, all as set forth below.
This [ISSUE DESIGNATION] (this “Governmental Note”) is being delivered pursuant to that certain Funding Loan Agreement dated as of [FIRST DAY OF THE MONTH OF CLOSING] (together with any and all amendments, modifications, supplements and restatements, the “Funding Loan Agreement”), among Funding Lender, the Obligor and [FISCAL AGENT] (the “Fiscal Agent”), pursuant to which the Obligor has incurred a loan in the original principal amount of $[AMOUNT] (the “Funding Loan”), and this Governmental Note is entitled to the benefits of the Funding Loan Agreement and is subject to the terms, conditions and provisions thereof. The Obligor is using the proceeds of the Funding Loan to make a loan to [BORROWER] (the “Borrower”) pursuant to the Project Loan Agreement dated as of [FIRST DAY OF THE MONTH OF CLOSING] (the “Project Loan Agreement”), among the Obligor, Borrower, and Fiscal Agent.
Defined Terms. As used in this Governmental Note, (i) the term “Funding Lender” means the holder of this Governmental Note, and (ii) the term “Indebtedness” means the principal of, Prepayment Premium, if any, and interest on or any other amounts due at any time under this Governmental Note or the Funding Loan Agreement. “Event of Default” and other capitalized terms used but not defined in this Governmental Note shall have the meanings given to such term in the Funding Loan Agreement.
Payments of Principal and Interest. The Obligor shall pay (but solely from the sources and in the manner provided for in the Funding Loan Agreement) on the first calendar day of each month commencing [FIRST DAY OF THE FIRST MONTH FOLLOWING CLOSING], interest on this Governmental Note at the rate of [   ]% per annum (or such higher rate of interest borne by the Funding Loan upon any default) (the “Interest Rate”) on the outstanding principal balance of this Governmental Note, and shall also pay interest on this Governmental Note at the Interest Rate on the date of any optional or mandatory prepayment or acceleration of all or part of the Funding Loan pursuant to the Funding Loan Agreement, in an amount equal to the accrued and unpaid interest to the date of prepayment on the portion of this Governmental Note subject to prepayment. Interest on this Governmental Note shall be computed on the basis of a 360-day year [consisting of twelve 30-day months][and the actual number of days elapsed].
The Obligor shall pay (but solely from the sources and in the manner provided for in the Funding Loan Agreement) the outstanding principal of this Governmental Note in full on [SCHEDULED MATURITY DATE] (the “Maturity Date”) and in monthly installments on each

date set forth on the Funding Loan Amortization Schedule attached as Schedule 1 hereto in an amount equal to the corresponding amounts set forth thereon, or at such earlier times and in such amounts as may be required, in the event of an optional or mandatory prepayment or acceleration of the Funding Loan pursuant to the Funding Loan Agreement. The outstanding principal hereof is subject to acceleration at the time or times and under the terms and conditions, and with notice, if any, as provided under the Funding Loan Agreement.
Manner of Payment. All payments under this Governmental Note shall be made in lawful currency of the United States and in immediately available funds as provided for herein and in the Funding Loan Agreement.
Application of Payments. If at any time Funding Lender receives any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, Funding Lender may apply that payment to amounts then due and payable in any manner and in any order determined by Funding Lender, in Funding Lender’s discretion. Neither Funding Lender’s acceptance of a payment in an amount that is less than all amounts then due and payable nor Funding Lender’s application of such payment shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.
Security. The Indebtedness is secured by, among other things, the Pledged Security pledged pursuant to the Funding Loan Agreement.
Acceleration. If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, and all other amounts payable under this Governmental Note shall at once become due and payable, at the option of Funding Lender, as governed by the Funding Loan Agreement, without any prior notice to the Obligor (unless required by applicable law). Funding Lender may exercise this option to accelerate regardless of any prior forbearance.
Prepayment; Prepayment Premium. This Governmental Note is subject to prepayment as specified in the Funding Loan Agreement. Prepayment Premium shall be payable as specified in the Funding Loan Agreement.
Forbearance. Any forbearance by Funding Lender in exercising any right or remedy under this Governmental Note or any other document evidencing or securing the Funding Loan or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of that or any other right or remedy. The acceptance by Funding Lender of any payment after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Funding Lender’s right to require prompt payment when due of all other payments or to exercise any right or remedy with respect to any failure to make prompt payment. Enforcement by Funding Lender of any security for the obligations under this Governmental Note shall not constitute an election by Funding Lender of remedies so as to preclude the exercise of any other right or remedy available to Funding Lender.
Waivers. Presentment, demand, notice of dishonor, protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, presentment for payment, notice of

nonpayment, grace and diligence in collecting the Indebtedness are waived by the Obligor and all endorsers and guarantors of this Governmental Note and all other third-party obligors.
Loan Charges. Neither this Governmental Note nor any of the other Financing Documents will be construed to create a contract for the use, forbearance, or detention of money requiring payment of interest at a rate greater than the rate of interest which results in the maximum amount of interest allowed by applicable law (the “Maximum Interest Rate”). If any applicable law limiting the amount of interest or other charges permitted to be collected from Obligor in connection with the Funding Loan is interpreted so that any interest or other charge provided for in any Financing Document, whether considered separately or together with other charges provided for in any other Financing Document, violates that law, and Obligor is entitled to the benefit of that law, that interest or charge is hereby reduced to the extent necessary to eliminate that violation. The amounts, if any, previously paid to Funding Lender in excess of the permitted amounts will be applied by Funding Lender to reduce the unpaid principal balance of this Governmental Note. For the purpose of determining whether any applicable law limiting the amount of interest or other charges permitted to be collected from Obligor has been violated, all indebtedness that constitutes interest, as well as all other charges made in connection with the indebtedness that constitute interest, will be deemed to be allocated and spread ratably over the stated term of this Governmental Note. Unless otherwise required by applicable law, such allocation and spreading will be effected in such a manner that the rate of interest so computed is uniform throughout the stated term of this Governmental Note.
Governing Law. This Governmental Note shall be governed by the internal law of the Property Jurisdiction.
Captions. The captions of the paragraphs of this Governmental Note are for convenience only and shall be disregarded in construing this Governmental Note.
Address for Payment. All payments due under this Governmental Note shall be payable at the principal office of Funding Lender as designated by Funding Lender in writing to Fiscal Agent and Loan Servicer.
Default Rate. So long as (a) any monthly installment under this Governmental Note remains past due, or (b) any other Event of Default has occurred and is continuing, interest under this Governmental Note shall accrue on the unpaid principal balance from the earlier of the due date of the first unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at a rate (the “Default Rate”) equal to the lesser of (i) the Interest Rate otherwise in effect notwithstanding the default plus four percent (4%) per annum or (ii) the Maximum Interest Rate. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity Date, the unpaid principal balance and all accrued interest shall bear interest from the Maturity Date at the Default Rate.
Limited Obligation. [INSERT GOVERNMENTAL LENDER’S LIMITED LIABILITY LANGUAGE]

IN WITNESS WHEREOF, the Obligor has caused this Governmental Note to be duly executed by the manual or facsimile signature of its [OFFICER] and attested by the manual or facsimile signature of its [OFFICER].
[SEAL]
[GOVERNMENTAL LENDER]

By:	 Name:	 Title:	

ATTEST:

By:	 Name:	 Title:	

CERTIFICATE OF AUTHENTICATION
This Governmental Note is issued under the provisions of and described in the within mentioned Funding Loan Agreement.
Date of Authentication: 	

[FISCAL AGENT], as Fiscal Agent

By:		 Authorized Signer

SCHEDULE 1
FUNDING LOAN AMORTIZATION SCHEDULE

Exhibit B
Notice of Appointment of Funding Lender Representative
[FISCAL AGENT], as Fiscal Agent [FISCAL AGENT’S ADDRESS]
[BORROWER] [BORROWER’S ADDRESS]
[GOVERNMENTAL LENDER] [GOVERNMENTAL LENDER’S ADDRESS]
[SELLER/SERVICER] [SELLER/SERVICER’S ADDRESS]
Re:	[PROPERTY NAME]
Ladies and Gentlemen:
The undersigned is the holder (the “Funding Lender”) of the [ISSUE DESIGNATION] dated [CLOSING DATE] (the “Governmental Note”) delivered pursuant to the Funding Loan Agreement dated as of [FIRST DAY OF THE MONTH OF CLOSING] (the “Funding Loan Agreement”), among [SELLER/SERVICER] (the “Initial Funding Lender”), [GOVERNMENTAL LENDER] (the “Governmental Lender”) and [FISCAL AGENT] (the “Fiscal Agent”). Pursuant to Section 10.05 of the Funding Loan Agreement, you are hereby notified that, effective immediately upon receipt of this notice by Fiscal Agent, Funding Lender Representative appointed under Section 10.05 of the Funding Loan Agreement shall be
	. The Person previously appointed as Funding Lender Representative, if any, shall upon the effectiveness of this notice no longer have any further rights or obligations as Funding Lender Representative.
The following individual or individuals shall have the authority to execute any consent, waiver, approval, direction or other instrument on behalf of Funding Lender Representative and the signature(s) set forth next to his/her/their name(s) is/are his/her/their true and correct signature(s).
Name	Signature

Additional individuals may be given such authority by written notice to you from Funding Lender Representative or from Funding Lender.

This notice is dated as of the 	 day of 	, 	.

FUNDING LENDER:
	,	a

By:	 Name:	 Title:	

Exhibit C
Form of Transferee Representations Letter
[FISCAL AGENT], as Fiscal Agent [FISCAL AGENT’S ADDRESS]
[BORROWER] [BORROWER’S ADDRESS]
[GOVERNMENTAL LENDER] [GOVERNMENTAL LENDER’S ADDRESS]
[SELLER/SERVICER] [SELLER/SERVICER’S ADDRESS]
Re:	[PROPERTY NAME]
Ladies and Gentlemen:
The undersigned (the “Funding Lender”) hereby acknowledges receipt of the [ISSUE DESIGNATION] dated [CLOSING DATE] (the “Governmental Note”) delivered pursuant to the Funding Loan Agreement dated as of [FIRST DAY OF THE MONTH OF CLOSING] (the “Funding Loan Agreement”), among [SELLER/SERVICER] (the “Initial Funding Lender”), [GOVERNMENTAL LENDER] (the “Governmental Lender”) and [FISCAL AGENT] (the “Fiscal Agent”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Funding Loan Agreement.
In connection with the [origination][purchase] of the Funding Loan by Funding Lender, Funding Lender hereby makes the following representations upon which you may rely:
Funding Lender has authority to [originate][purchase] the Funding Loan and to execute this letter, and any other instruments and documents required to be executed by Funding Lender in connection with the [origination][purchase] of the Funding Loan.
Funding Lender is an “accredited investor” under Regulation D of the Securities Act of 1933 (the “Act”) or a “qualified institutional buyer” under Rule 144(a) of said Act (such “accredited investor” or “qualified institutional buyer”, a “Qualified Transferee”), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the Funding Loan.
Funding Lender acknowledges that it is [originating][purchasing] the Funding Loan for investment for its own account and not with a present view toward resale or the distribution thereof (except as set forth below), in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Funding Loan (except as set forth below); provided, however, that Funding Lender may, notwithstanding the foregoing and the terms of Paragraph 4 below, (a) transfer the Funding Loan to any affiliate or other party related to Funding Lender that is a

Qualified Transferee or (b) sell or transfer the Funding Loan to a special purpose entity, a trust or a custodial or similar pooling arrangement from which the Funding Loan or securitized interests therein are not expected to be sold except to (i) owners or beneficial owners thereof that are Qualified Transferees or (ii) in circumstances where secondary market credit enhancement is provided for such securitized interests resulting in a rating thereof of at least “A” or better [; provided, further, however, Funding Lender has originated and funded the Funding Loan with the expectation that the Funding Loan will be sold to the Federal Home Loan Mortgage Corporation (“Freddie Mac”) pursuant to the commitment dated [DATE] (the “Freddie Mac Commitment”)].
In addition to the right to sell or transfer the Funding Loan as set forth in Paragraph 3 above, Funding Lender further acknowledges its right to sell or transfer the Funding Loan, subject, as required under the Funding Loan Agreement, to the delivery to Fiscal Agent of a transferee representations letter from the transferee to substantially the same effect as this Transferee Representations Letter or in such other form authorized by the Funding Loan Agreement with no revisions except as may be approved in writing by Governmental Lender.
Funding Lender understands that the Governmental Note is not registered under the Act and that such registration is not legally required as of the date hereof; and further understands that the Governmental Note (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable.
Funding Lender understands that (a) the Funding Loan is not secured by any pledge of any moneys received or to be received from taxation by the State of [  ] or any political subdivision thereof [and that Governmental Lender has no taxing power], (b) the Funding Loan does not and will not represent or constitute a general obligation or a pledge of the faith and credit of Governmental Lender, the State of [	] or any political subdivision thereof; and (c) the liability of Governmental Lender with respect to the Funding Loan is limited to the Pledged Security as set forth in the Funding Loan Agreement.
Funding Lender has either been supplied with or been given access to information, including financial statements and other financial information, which it considers necessary to make an informed decision in connection with the [origination][purchase] of the Funding Loan. Funding Lender has not relied upon Governmental Lender for any information in connection with its purchase of the Funding Loan.
Funding Lender has made its own inquiry and analysis with respect to the Funding Loan and the security therefor, and other material factors affecting the security and payment of the Funding Loan. Funding Lender is aware that the business of Borrower involves certain economic variables and risks that could adversely affect the security for the Funding Loan.
All agreements, representations and warranties made herein shall survive the execution and delivery of this letter agreement and, notwithstanding any investigation heretofore or hereafter, shall continue in full force and effect.

This notice is letter agreement as of the 	 day of 	,
	.

FUNDING LENDER:
	,	a

By:	 Name:	 Title:	

GT Draft of 2.5.26

APPENDIX D PROJECT LOAN AGREEMENT
Project Loan Agreement – Fixed Rate – TEL (Immediate) (Revised 6-27-2023)
THIS PROJECT LOAN AGREEMENT (“Project Loan Agreement”) dated as of [FIRST DAY OF MONTH OF CLOSING], is made by and among [GOVERNMENTAL LENDER] (the “Governmental Lender”), [FISCAL AGENT], as fiscal agent (the “Fiscal Agent”), and [BORROWER] (the “Borrower”).
RECITALS
	Pursuant to [ENABLING STATUTE] (the “Act”) a Trust Indenture dated as of [	] (the “Indenture”) between the Governmental Lender (as “Issuer”) and the Fiscal Agent (as “Trustee”), the Issuer issued and sold its $[		] [BOND CAPTION] ([PROJECT NAME]), Series [ ] (the “Bonds”), and used the proceeds thereof to make a loan to [BORROWER], a [	] formed in the state of [	] (the “Borrower”), upon the terms and conditions of a promissory note dated [	] from the Borrower to the Issuer in the original principal amount of $26,000,000 (the “Project Note”), which Project Note will be endorsed from the Issuer to the Trustee as security for the Bonds, and a Loan Agreement dated as of [	] (the “Loan Agreement”) between the Issuer and the Borrower, for purposes of funding a portion of the costs of acquiring, constructing and equipping a multifamily rental housing project located at [ADDRESS] in [CITY, STATE] and known as [PROPERTY NAME]. The Land, Improvements, and Fixtures (each as defined in the Security Instrument) are collectively referred to herein as the “Project”.
Pursuant to the Act and this Project Loan Agreement, the Governmental Lender is agreeing to make a mortgage loan to the Borrower in the original principal amount of $[   ] (the “Project Loan”) to finance the Project during the Permanent Phase (as defined in the Indenture).
Governmental Lender is making the Project Loan with the proceeds received from the separate loan incurred by Governmental Lender pursuant to the Funding Loan Agreement, dated as of the date hereof (“Funding Loan Agreement”), among [SELLER/SERVICER], in its capacity as initial holder of the Governmental Note (the “Initial Funding Lender”), Governmental Lender, and Fiscal Agent, in the original principal amount of $[AMOUNT] (the “Funding Loan” and together with the Project Loan, the “Loans”). The Funding Loan is being originated and funded by Initial Funding Lender under the Funding Loan Agreement and is evidenced by the [ISSUE DESIGNATION], dated [DATE OF CLOSING] (the “Delivery Date”), delivered by Governmental Lender to Initial Funding Lender (as the same may be amended, restated, supplemented or otherwise modified from time to time, or any note executed in substitution therefor, as such substitute note may be amended, restated, supplemented or otherwise modified from time to time, and together with all addenda thereto, the “Governmental Note”).
Because the “Conditions to Conversion” (as defined in in the Construction Phase Financing Agreement dated as of [	] (the “Construction Phase Financing Agreement”) by

and among [CONSTRUCTION LENDER], the Initial Funding Lender and Freddie Mac) were satisfied on or prior to the Forward Commitment Maturity Date (as defined in the Construction Phase Financing Agreement), (i) the Bonds are subject to mandatory tender in accordance with the Indenture, (ii) a portion of the principal amount of the Bonds is being [cancelled/redeemed] such that the principal amount outstanding equals the principal amount of the Funding Loan, (iii) the Bonds are being converted to a physical Governmental Note, which is being purchased by the Initial Funding Lender, (iv) this Funding Loan Agreement and the Project Loan Agreement are being delivered by the respective parties and becoming effective and superseding the Indenture and the Loan Agreement, and (v) [CONSTRUCTION LENDER] is being been paid in full in accordance with the Indenture.
Freddie Mac has entered into a commitment with Initial Funding Lender dated [DATE] (as the same may be amended, modified or supplemented from time to time, the “Freddie Mac Commitment”) whereby Freddie Mac has agreed to purchase the Funding Loan from Initial Funding Lender on the date of satisfaction of the conditions set forth therein (the “Freddie Mac Purchase Date”). On the Freddie Mac Purchase Date, Initial Funding Lender will assign all of its rights and interest in the Governmental Note, the Funding Loan Agreement, the Continuing Covenant Agreement and the other Financing Documents to Freddie Mac.
To secure Borrower’s obligations under the Project Note, Borrower delivered to Governmental Lender (as Issuer) a [MORTGAGE], dated as of [	] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Instrument”) granting a first priority mortgage and security interest in the Project in favor of Governmental Lender. Pursuant to [	], the Security Instrument was assigned by the Issuer to the Trustee as security for the Bonds.
All of the right, title and interest of Governmental Lender (except for its Unassigned Rights) in and to this Project Loan Agreement, the Security Instrument, and the other Financing Docuemnts are being assigned to Fiscal Agent as security for the Funding Loan.
As a Condition to Conversion the Project Note and Security Instrument are required to amended and restated and the Borrower is required to enter into a Continuing Covenant Agreement, dated as of [CONVERSION DATE] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Continuing Covenant Agreement”), with Initial Funding Lender, to set forth various other requirements with respect to the Loans and the Project, which will be assigned to Freddie Mac on the Freddie Mac Purchase Date.
On and after the Freddie Mac Purchase Date, Freddie Mac will act as Funding Lender Representative with respect to the Loans. [SELLER/SERVICER] will act as the initial Loan Servicer for the Loans on behalf of Funding Lender Representative.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the origination and funding of the Project Loan by Governmental Lender, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I	DEFINITIONS; INTERPRETATION; SCHEDULES.

Definitions. The terms used in this Project Loan Agreement (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Project Loan Agreement and of any amendment or supplement hereto shall have the respective meanings specified below. Terms used herein (including when used in the Recitals) not otherwise defined shall have the respective meanings set forth in the Funding Loan Agreement and the Continuing Covenant Agreement.
“Act” is defined in the Recitals of this Project Loan Agreement.
“Additional Loans” is defined in Section 8.13 of this Project Loan Agreement. “Borrower” means the entity identified as “Borrower” in the Recitals of this Project Loan
Agreement, together with any of its permitted successors and assigns, as owner of the Project.
“Continuing Covenant Agreement” is defined in the Recitals of this Project Loan Agreement.
“Delivery Date” means the date identified as “Delivery Date” in the Recitals of this Project Loan Agreement, which is the date of funding of the Funding Loan and the delivery of the Governmental Note by Governmental Lender to Initial Funding Lender.
“Event of Default” means the occurrence of any event listed in Section 7.01 hereof.
“Fee Component” means the regular, ongoing fees due from time to time to Governmental Lender, Fiscal Agent and the Rebate Analyst, if any, expressed as a flat, fixed amount or in terms of a percentage of the unpaid principal amount of the Funding Loan on an annual basis.
“Fiscal Agent” means the entity identified as “Fiscal Agent” on Page 1 of this Project Loan Agreement, together with any successor Fiscal Agents appointed under the Funding Loan Agreement.
“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a shareholder owned government sponsored enterprise organized and existing under the laws of the United States of America, and its successors and assigns.
“Freddie Mac Commitment” is defined in the Recitals of this Project Loan Agreement. “Freddie Mac Purchase Date” is defined in the Recitals of this Project Loan Agreement. “Funding Loan” is defined in the Recitals of this Project Loan Agreement.
“Funding Loan Agreement” is defined in the Recitals of this Project Loan Agreement.
“Governmental Lender” means the entity identified as “Governmental Lender” on Page 1 of this Project Loan Agreement.
“Governmental Note” is defined in the Recitals of this Project Loan Agreement. “Initial Funding Lender” is defined in the Recitals of this Project Loan Agreement.

“Loans” is defined in the Recitals of this Project Loan Agreement. “Project” is defined in the Recitals of this Project Loan Agreement. “Project Loan” is defined in the Recitals of this Project Loan Agreement.
“Project Loan Agreement” means this Project Loan Agreement, together with any amendments hereto.
“Project Loan Amortization Schedule” means the Project Loan Amortization Schedule attached as Schedule 1 to the Project Note.
“Project Loan Payment” means each payment of the Project Loan on each Project Loan Payment Date pursuant to the Project Note and this Project Loan Agreement.
“Project Loan Payment Date” means (a) the first day of each calendar month, commencing [FIRST DAY OF THE MONTH IMMEDIATELY FOLLOWING CLOSING], or (b) any other
date on which the Project Loan is prepaid or paid, whether at scheduled maturity or upon prepayment or acceleration of the maturity thereof; provided, however, that if a Project Loan Payment Date is not a Business Day, payment shall be made on the first Business Day following such Project Loan Payment Date as provided in Section 4.01(c) hereof.
“Project Note” is defined in the Recitals of this Project Loan Agreement. “Security Instrument” is defined in the Recitals of this Project Loan Agreement.
“Servicing Fee” means the ordinary fee payable to Loan Servicer in connection with the servicing of the Loans payable monthly in an amount equal to one twelfth of [SERVICING FEE PERCENTAGE]% of the outstanding principal balance of the Project Loan, computed on the basis of a 360-day year [consisting of twelve 30-day months][and the actual number of days elapsed].
“Taxes” means all taxes, water rents, sewer rents, assessments and other governmental or municipal or public or private dues, fees, charges and levies and any liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Project or any part thereof, or upon any leases pertaining thereto, or upon the rents, issues, income or profits thereof, whether any or all of the aforementioned be levied directly or indirectly or as excise taxes or as income taxes.
Interpretation. The words “hereof,” “herein,” “hereunder,” and other words of similar import refer to this Project Loan Agreement as a whole and not to any particular Article, Section or other subdivision. References to Articles, Sections, and other subdivisions of this Project Loan Agreement are to the designated Articles, Sections and other subdivisions of this Project Loan Agreement as originally executed. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. Words importing persons include firms, partnerships, limited liability companies, joint ventures, associations and corporations. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted

accounting principles as in effect from time to time. The headings of this Project Loan Agreement are for convenience only and shall not define or limit the provisions hereof.
Schedules Schedules
Schedule I	List of Project Loan Agreement Sections
ARTICLE II	REPRESENTATIONS, WARRANTIES AND COVENANTS.
Representations, Warranties and Covenants of Governmental Lender. Governmental Lender makes the following representations, warranties and covenants for the benefit of Borrower, Fiscal Agent, Funding Lender and Loan Servicer:
Governmental Lender is a [ENTITY TYPE] duly organized, validly existing and in good standing under the laws of the Property Jurisdiction.
Governmental Lender has all necessary power and authority to incur the indebtedness of the Funding Loan evidenced by the Governmental Note and to make the Project Loan from the proceeds thereof, and to execute, and deliver this Project Loan Agreement, the Funding Loan Agreement, and the other Financing Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder.
Governmental Lender has taken all action on its part to incur the Funding Loan evidenced by the Governmental Note and make the Project Loan from the proceeds thereof and for the sale, execution and delivery thereof.
Each of the Financing Documents to which Governmental Lender is a party has been duly and validly authorized, executed and delivered by Governmental Lender and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of Governmental Lender, enforceable against Governmental Lender in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles.
Governmental Lender has complied with the provisions of the laws of the Property Jurisdiction, including, but not limited to, the Act, which are prerequisites to the consummation of the transactions on the part of Governmental Lender described or contemplated in the Financing Documents. The execution and delivery of the Governmental Note and the Financing Documents to which Governmental Lender is a party, the consummation of the transactions on the part of Governmental Lender contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which Governmental Lender is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of Governmental Lender under the terms of any instrument or agreement.

No authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any governmental authority, other than those already obtained, is required for the due execution and delivery by Governmental Lender of, and performance by Governmental Lender of its obligations under, the Financing Documents.
There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of Governmental Lender, threatened against Governmental Lender by or before any court, governmental agency or public board or body, nor, to Governmental Lender’s knowledge, is there any basis therefor, which (i) affects or questions the existence or the territorial jurisdiction of Governmental Lender or the title to office of any member of the governing body of Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any Financing Documents or the issuance, sale, execution or delivery of the Governmental Note;
(iii) affects or questions the validity or enforceability of the Governmental Note or any Financing Document; (iv) questions the tax-exempt status of the Governmental Note; or (v) questions the power or authority of Governmental Lender to perform its obligations under the Governmental Note or any Financing Document, or to carry out the transactions contemplated by the Governmental Note and the Financing Documents.
No officer or other official of Governmental Lender has any personal financial interest in the Project or Borrower or in the transactions contemplated by this Project Loan Agreement.
Upon the discovery by Governmental Lender of any noncompliance by Borrower with this Project Loan Agreement, the Tax Certificate or the TEL Regulatory Agreement, Governmental Lender will promptly notify Fiscal Agent, Loan Servicer and Funding Lender Representative of such noncompliance and will, subject to the provisions of Article VII hereof, promptly institute action, or cause Fiscal Agent to institute action, to correct such noncompliance, will diligently pursue such action and will attempt to correct such noncompliance within sixty (60) days after such discovery, subject to the provisions of the Funding Loan Agreement, this Project Loan Agreement, the Tax Certificate and the TEL Regulatory Agreement.
It is expressly acknowledged that Governmental Lender makes no representation as to the financial position or business condition of Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations or certifications furnished or to be made and furnished by Borrower in connection with the issuance, sale, execution and delivery of the Governmental Note, or as to the correctness, completeness or accuracy of such statements.
Representations, Warranties and Covenants of Borrower. Borrower makes the following representations, warranties and covenants, all of which, together with the other representations and agreements of Borrower contained in this Project Loan Agreement, are relied upon by Governmental Lender, Funding Lender, Loan Servicer and Fiscal Agent and serve as a basis for the undertakings of Governmental Lender, Loan Servicer and Fiscal Agent contained in this Project Loan Agreement:
Borrower is a [ENTITY TYPE] duly organized, validly existing and in good standing under the laws of the state in which it has been organized and is duly qualified to conduct its business under the laws of the Property Jurisdiction and in every other state in which the nature

of its business requires such qualification, has full legal right, power and authority to enter into this Project Loan Agreement and the other Financing Documents, and to carry out and consummate all transactions contemplated hereby and by the other Financing Documents, and by proper action has duly authorized the execution, delivery and performance of this Project Loan Agreement and the other Financing Documents. All corporate [general partners][members], if any, of Borrower are duly organized and in good standing under the laws of their respective states of organization and are duly qualified to transact business in the Property Jurisdiction as either domestic or foreign corporations, as applicable. All partnership [general partners][members], if any, are duly formed and in good standing under the laws of their respective states of formation and, to the extent required by the laws of the Property Jurisdiction, are duly qualified to transact business in the Property Jurisdiction as either domestic or foreign partnerships or limited liability companies, as applicable.
Borrower has the legal right, power and authority (i) to own its properties and assets, including, but not limited to, the Project, (ii) to carry on its business as now being conducted and Borrower contemplates it to be conducted with respect to the Project and (iii) to execute and deliver, carry out its obligations under, and close the transactions provided for in the Financing Documents to which it is a party.
Each of the Financing Documents to which Borrower is a party has been duly authorized, executed and delivered by Borrower and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and general principles of equity.
No authorization, consent, approval, order, registration, declaration or withholding of objection on the part of, or filing of or with any governmental authority, other than those already obtained or those necessary to be obtained during the course of construction of the Project, is required for the due execution and delivery or approval, as the case may be, by Borrower of, and the performance by Borrower of its obligations under, the Financing Documents.
None of the execution and delivery of the Financing Documents to which Borrower is a party, the consummation of the transactions provided for in the Financing Documents, or Borrower’s fulfillment of or compliance with the terms and conditions of the Financing Documents
(i) violates or will violate any law, rule or regulation of any governmental agency or body having jurisdiction over Borrower, or any of its activities or properties, or any judgment, order, writ, injunction or decree to which Borrower is subject, or any of the organizational or other governing documents of Borrower, (ii) conflicts or will conflict with any agreement, instrument or license to which Borrower is now a party or by which it or any of its properties or assets is bound or results or will result in a breach of, or constitutes or will constitute a default (with due notice or the passage of time or both) under, any such agreement, instrument or license, (iii) contravenes or will contravene any such law, rule or regulation or any such judgment, order, writ, injunction or decree, or (iv) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower, except for any lien, charge or encumbrance permitted under the terms of the Financing Documents.

Reserved.
There is no action, suit, proceeding, inquiry or investigation pending or, to Borrower’s knowledge, threatened against or affecting Borrower or any of its properties (including, without limitation, the Project), which, if adversely determined, would (i) impair the right of Borrower to carry on its business substantially as now conducted and as contemplated by the Financing Documents, (ii) adversely affect the financial condition of Borrower, (iii) prohibit, restrain or enjoin the making of the Funding Loan or the Project Loan or the execution and delivery of any of the Financing Documents, (iv) adversely affect the validity or enforceability of any of the Financing Documents, or (v) adversely affect the exclusion of interest on the Governmental Note from the gross income of the holders thereof for federal income tax purposes.
The Project and the operation of the Project (in the manner contemplated by the Financing Documents) conform and will continue to conform in all material respects with the requirements of the Act as well as all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Project.
Borrower has filed or caused to be filed all federal, state and local tax returns which are required to be filed or has obtained appropriate extensions therefor, and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due.
Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would materially adversely affect the transactions contemplated by the Financing Documents or the operations of Borrower or the enforceability of the Financing Documents to which Borrower is a party or the ability of Borrower to perform all obligations thereunder.
Borrower agrees to pay all costs of maintenance and repair, all Taxes and assessments, insurance premiums (including public liability insurance and insurance against damage to or destruction of the Project) concerning or in any way related to the Project, or any part thereof, and any expenses or renewals thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments concerning or in any way related to the Project.
If Borrower is a partnership, all of the partnership interests in Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests. If Borrower is a limited liability company, all of the ownership interests in Borrower are validly issued and are fully registered, if required, with the applicable governmental authorities and/or agencies, and there are no outstanding options or rights to purchase or acquire those interests. Nothing in this Project Loan Agreement shall prevent Borrower from issuing additional partnership interests or ownership interests if such units are issued in accordance with all applicable securities laws.

The representations and warranties of Borrower contained in the Tax Certificate and TEL Regulatory Agreement are true and accurate in all material respects.
The information, statements or reports furnished in writing to Governmental Lender, Loan Servicer and Funding Lender Representative by Borrower in connection with this Project Loan Agreement or the consummation of the transactions contemplated hereby do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and the representations and warranties of Borrower and the statements, information and descriptions contained in Borrower’s closing certificates, as of the Delivery Date, are true and correct in all material respects, do not contain any untrue statement of a material fact, and do not omit to state a material fact necessary to make the representations, warranties, statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading; and any estimates or assumptions contained in any certificate of Borrower delivered as of the Delivery Date are reasonable.
To the knowledge of Borrower, no commissioner, member, officer or employee of Governmental Lender has been or is in any manner interested, directly or indirectly, in that person’s own name or in the name of any other person, in the Financing Documents, Borrower or the Project, in any contract for property or materials to be furnished or used in connection with the Project, or in any aspect of the transactions contemplated by the Financing Documents.
Borrower intends to hold the Project for its own account and has no current plans to sell, and has not entered into any agreement to sell, all or any portion of the Project.
The Project is located wholly within the boundaries of [PROPERTY JURISDICTION].
Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion of interest on the Governmental Note from the gross income of the holders thereof for federal income tax purposes. Borrower shall operate the Project as required by the TEL Regulatory Agreement.
The Funding Loan Agreement has been submitted to Borrower for examination, and Borrower, by execution of this Project Loan Agreement, acknowledges and agrees that it has participated in the drafting of the Funding Loan Agreement and that it is bound by, shall adhere to the provisions of, covenants and agrees to perform all obligations required of Borrower pursuant to, and shall have the rights set forth by the applicable terms and conditions of, the Funding Loan Agreement.
[IF FEE SIMPLE: Borrower will have a fee simple interest in the Project, subject only to liens permitted under the Security Instrument.] [IF GROUND LEASE: Borrower will have a leasehold interest in the Land and a fee simple interest in the Improvements, subject only to liens permitted under the Security Instrument.]
Borrower acknowledges that (i) it understands the nature and structure of the transactions relating to the financing of the Project, (ii) it is familiar with the provisions of all of the documents and instruments relating to the financing, (iii) it understands the risks inherent in

such transactions, including without limitation the risk of loss of the Project, and (iv) it has not relied on Governmental Lender, Fiscal Agent, Freddie Mac, Funding Lender, Funding Lender Representative or Loan Servicer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by the Financing Documents or otherwise relied on Governmental Lender, Fiscal Agent, Freddie Mac, Funding Lender, Funding Lender Representative or Loan Servicer in any manner.
Representations and Warranties of Fiscal Agent. Fiscal Agent makes the following representations and warranties for the benefit of Governmental Lender, Borrower, Funding Lender and Loan Servicer:
Fiscal Agent is a [national banking association][state banking corporation], duly organized and existing under the laws of the [United States][State of 	]. Fiscal Agent is duly authorized to act as a fiduciary and to execute the trust created by the Funding Loan Agreement and meets the qualifications to act as Fiscal Agent under the Funding Loan Agreement.
Fiscal Agent has complied with the provisions of law which are prerequisite to the consummation of, and has all necessary power (including trust powers) and authority (i) to execute and deliver this Project Loan Agreement and the other Financing Documents to which it is a party,
(ii) to perform its obligations under this Project Loan Agreement and the other Financing Documents to which it is a party, and (iii) to consummate the transactions contemplated by this Project Loan Agreement and the other Financing Documents to which it is a party.
Fiscal Agent has duly authorized (i) the execution and delivery of this Project Loan Agreement and the other Financing Documents to which it is a party, (ii) the performance by Fiscal Agent of its obligations under this Project Loan Agreement and the other Financing Documents to which it is a party, and (iii) the actions of Fiscal Agent contemplated by this Project Loan Agreement and the other Financing Documents to which it is a party.
Each of the Financing Documents to which Fiscal Agent is a party has been duly executed and delivered by Fiscal Agent and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding obligation of Fiscal Agent, enforceable against Fiscal Agent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Fiscal Agent meets the qualifications to act as Fiscal Agent under the Funding Loan Agreement.
Fiscal Agent has complied with the provisions of law which are prerequisites to the consummation of the transactions on the part of Fiscal Agent described or contemplated in the Financing Documents.
No approval, permit, consent, authorization or order of any court, governmental agency or public board or body not already obtained is required to be obtained by Fiscal Agent as a prerequisite to (i) the execution and delivery of this Project Loan Agreement and the other Financing Documents to which Fiscal Agent is a party, (ii) the authentication or delivery of the

Governmental Note, (iii) the performance by Fiscal Agent of its obligations under this Project Loan Agreement and the other Financing Documents to which it is a party, or (iv) the consummation of the transactions contemplated by this Project Loan Agreement and the other Financing Documents to which Fiscal Agent is a party. Fiscal Agent makes no representation or warranty relating to compliance with any federal or state securities laws.
Arbitrage and Rebate Fund Calculations. Borrower shall (a) take or cause to be taken all actions necessary or appropriate in order to fully and timely comply with Section 4.12 of the Funding Loan Agreement, and (b) if required to do so under Section 4.10 of the Funding Loan Agreement, select at Borrower’s expense, a Rebate Analyst reasonably acceptable to Governmental Lender for the purpose of making any and all calculations required under Section
4.10 of the Funding Loan Agreement. Such calculations, if required, shall be made in the manner and at such times as specified in Section 4.10 of the Funding Loan Agreement. Borrower shall cause the Rebate Analyst to provide such calculations to Fiscal Agent and Governmental Lender at such times and with such directions as are necessary to comply fully with the arbitrage and rebate requirements set forth in the Funding Loan Agreement and to comply fully with Section 148 of the Code, including the timely payment of any arbitrage rebate owed.
Tax Covenants of Borrower. Borrower covenants and agrees that:
It will at all times comply with the terms of the Tax Certificate and the TEL Regulatory Agreement.
It will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Governmental Note to be included in the gross income of the holders thereof for federal income tax purposes, and will take such action as may be necessary in the opinion of Bond Counsel to continue such exclusion from gross income, including, without limitation, the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the TEL Regulatory Agreement).
No changes will be made to the Project, no actions will be taken by Borrower and Borrower will not omit to take any actions, which will in any way adversely affect the tax-exempt status of the Governmental Note.
It will comply with the requirements of Section 148 of the Code and the Treasury Regulations issued thereunder throughout the term of the Funding Loan and the Project Loan and will not make any use of the proceeds of the Funding Loan or the Project Loan, or of any other funds which may be deemed to be proceeds of the Governmental Note under the Code and the Treasury Regulations, which would cause the Governmental Note to be “arbitrage bonds” within the meaning of Section 148 of the Code.
If Borrower becomes aware of any situation, event or condition which would, to the best of its knowledge, result in the interest on the Governmental Note becoming includable in gross income of the holders thereof for federal income tax purposes, it will promptly give written notice of such circumstance, event or condition to Governmental Lender, Fiscal Agent, Funding Lender Representative and Loan Servicer.

[FOR CONSIDERATION BY BOND COUNSEL – INSERT AS APPLICABLE]
Reserved.
Borrower will cause all of the residential units in the Project to be rented or available for rental on a basis which satisfies the requirements of the Act, the Code and the TEL Regulatory Agreement.
All leases will comply with all applicable laws and the TEL Regulatory Agreement.
In connection with any lease or grant by Borrower of the use of the Project, Borrower will require that the lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in this Project Loan Agreement or the TEL Regulatory Agreement.
No proceeds of the Funding Loan shall be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property is pursuant to such acquisition; provided, however, that this limitation shall not apply with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the proceeds; and provided, further, that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring such structure financed with the proceeds.
From the proceeds of the Funding Loan and investment earnings thereon, an amount not in excess of two percent (2%) of the proceeds of the Funding Loan, will be used for Costs of Issuance of the Governmental Note, all within the meaning of Section 147(g)(1) of the Code.
No proceeds of the Funding Loan shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility, facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.
[END OF INSERT]
In the event of a conflict between the terms and requirements of this Section 2.05 and the Tax Certificate, the terms and requirements of the Tax Certificate shall control.
ARTICLE III THE PROJECT LOAN.
Conditions to Funding the Project Loan. On the Delivery Date, Governmental Lender shall cause the proceeds of the Funding Loan to be deposited with the [IF FISCAL AGENT IS DISBURSING PROCEEDS: Fiscal Agent] [IF ESCROW AGENT IS DISBURSING PROCEEDS: Escrow Agent. [IF FISCAL AGENT IS DISBURSING PROCEEDS: Fiscal Agent
shall use such proceeds as provided in Article II of the Funding Loan Agreement to make the Project Loan on behalf of Governmental Lender, provided that no such disbursements of proceeds

shall be made until the following conditions have been met] [IF ESCROW AGENT IS DISBURSING PROCEEDS: The proceeds of the Funding Loan shall be disbursed by Escrow Agent in accordance with the Settlement Statement to make the Project Loan on behalf of Governmental Lender, provided that no authorization for the disbursements of proceeds shall be made until the following conditions have been met]:
Borrower shall have executed and delivered to Governmental Lender the Project Note and Governmental Lender shall have endorsed the Project Note to Fiscal Agent.
The Security Instrument and the Assignment, with only such changes therein as shall be approved in writing by Funding Lender Representative, shall have been executed and delivered by Borrower and Governmental Lender, respectively, and delivered to Title Company for recording in the appropriate office for recording real estate documents in the county in which the Project is located (the “Recorder’s Office”).
Reserved.
All other Financing Documents not listed above shall have been executed and delivered by all parties thereto and delivered to Fiscal Agent.
Borrower shall have delivered to Fiscal Agent, Governmental Lender, Funding Lender Representative and Loan Servicer a certificate confirming, as of the Delivery Date, the matters set forth in Section 2.02 hereof and an opinion of its counsel or other counsel satisfactory to Fiscal Agent, Governmental Lender, Bond Counsel, Funding Lender Representative, Freddie Mac and Loan Servicer.
Terms of the Project Loan; Servicing.
The Project Loan shall (i) be evidenced by the Project Note; (ii) be secured by the Security Instrument; (iii) be in the original principal amount of $[AMOUNT]; (iv) bear interest as provided in the Project Note; (v) provide for principal and interest payments in accordance with the Project Note; and (vi) be subject to optional and mandatory prepayment at the times, in the manner and on the terms, and have such other terms and provisions, as provided herein and in the Project Note.
Funding Lender Representative may appoint a Loan Servicer to service the Loans for all or a portion of the term of the Loans. The initial Loan Servicer of the Loans is [SELLER/SERVICER] who shall service the Loans pursuant to the terms of the Freddie Mac Commitment and the Guide. Funding Lender Representative may remove a Loan Servicer or appoint a replacement Loan Servicer, in its discretion, by written notice provided to Governmental Lender, Fiscal Agent and Borrower. Any successor Loan Servicer shall signify its acceptance of the duties and obligations imposed upon it by the Funding Loan Agreement and this Project Loan Agreement by executing such instrument(s) as shall be acceptable to Funding Lender Representative, a copy of which shall be provided to the parties hereto.
During any period that Loan Servicer services the Loans, Borrower shall make all payments in connection with the Project Loan to Loan Servicer, and Loan Servicer will:

Retain the allocable portion of the monthly Servicing Fee for its own account;
Remit to Funding Lender all payments of principal of, Prepayment Premium, if any, and interest due with respect to the Funding Loan, together with any other amounts due to Funding Lender;
Remit to Fiscal Agent the Fiscal Agent’s Ordinary Fees and Expenses, together with any other amounts due to Fiscal Agent; and
Remit to Governmental Lender the Governmental Lender Fee, together with any other amounts due to Governmental Lender.
During any period in which there is no Loan Servicer, all notices to be sent to Loan Servicer shall be sent to Funding Lender Representative (to the extent not already provided) and all amounts to be paid to Loan Servicer by Borrower shall be paid directly to Fiscal Agent (unless otherwise directed by Funding Lender Representative).
Governmental Lender, Fiscal Agent and Borrower hereby acknowledge and agree

that:

Funding Lender Representative has appointed Loan Servicer to service and administer the Project Loan.
The selection or removal of any Loan Servicer is in the sole and absolute discretion of Funding Lender Representative.
None of Governmental Lender, Fiscal Agent or Borrower shall terminate or attempt to terminate any Loan Servicer as Loan Servicer for the Project Loan or appoint or attempt to appoint a substitute Loan Servicer for the Project Loan.
The Guide is subject to amendment without the consent of Fiscal Agent, Governmental Lender or Borrower.
None of Fiscal Agent, Governmental Lender or Borrower shall have any rights under, or be a third-party beneficiary of, the Guide.
Initial Deposits. On the Delivery Date, the proceeds of the Funding Loan shall be

deposited in the Permanent Loan Purchase Fund, as established in the Indenture. On the Delivery Date, Borrower will deposit with the title company the sum of $26,000,000. Subject to the conditions listed in Section 3.01 hereof, a portion of the amounts on deposit in the Collateral Fund, as established in the Indenture, along with amounts held by the title company, are to be disbursed to pay in full the Mortgage Loan (as defined in the Indenture) in accordance with the Indenture or otherwise as provided in Section 2.11 of the Funding Loan Agreement.
Pledge and Assignment to Fiscal Agent. The parties hereto acknowledge, and Borrower consents to, the pledge and assignment by Governmental Lender to Fiscal Agent pursuant to the Funding Loan Agreement of all of Governmental Lender’s right, title and interest

in this Project Loan Agreement (excluding the Unassigned Rights), the Project Loan, the Project Note, the Security Instrument, the other Project Loan Documents and the Revenues as security for the payment of the principal of, Prepayment Premium, if any, and interest on the Governmental Note and the payment of any other amounts due under the Financing Documents.
Investment of Funds. Except as otherwise provided in the Funding Loan Agreement, any money held as a part of any fund or account established under the Funding Loan Agreement shall be invested or reinvested by Fiscal Agent in Qualified Investments in accordance with Section 4.07 of the Funding Loan Agreement.
Damage; Destruction and Eminent Domain. If, prior to payment in full of the Project Loan, the Project or any portion thereof is destroyed or damaged in whole or in part by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall have been taken by the exercise of the power of eminent domain, and Governmental Lender, Borrower, Fiscal Agent or Loan Servicer receives Net Proceeds from insurance or any condemnation award in connection therewith, such Net Proceeds shall be utilized as provided in the Project Loan Documents and the Funding Loan Agreement.
Enforcement of Financing Documents. Fiscal Agent or Funding Lender Representative may enforce and take all reasonable steps, actions and proceedings necessary for the enforcement of all terms, covenants and conditions of the Funding Loan Agreement and the other Financing Documents as and to the extent set forth herein and therein.
ARTICLE IV LOAN PAYMENTS.
Payments Under the Project Note; Independent Obligation of Borrower.
Payment Obligations. Borrower agrees to repay the Project Loan on each Project Loan Payment Date as provided in the Project Note, and in all instances at the times and in the amounts necessary to enable Fiscal Agent, on behalf of Governmental Lender, or Loan Servicer, to pay all amounts payable with respect to the Funding Loan, when due, whether at maturity or upon prepayment (with Prepayment Premium, if applicable), acceleration or otherwise. To ensure such timely payment, Loan Servicer shall collect from Borrower, and Borrower shall provide to Loan Servicer the foregoing payments not less than two (2) Business Days prior to each respective Project Loan Payment Date.
The obligation of Borrower to make the payments set forth in this Article IV shall be an independent obligation of Borrower, separate from its obligation to make payments under the Project Note, provided that in all events payments made by Borrower under and pursuant to the Project Note shall be credited against Borrower’s obligations hereunder on a dollar-for-dollar basis. If for any reason the Project Note or any provision of the Project Note shall be held invalid or unenforceable against Borrower by any court of competent jurisdiction, the Project Note or such provision of the Project Note shall be deemed to be the obligation of Borrower pursuant to this Project Loan Agreement to the full extent permitted by law and such holding shall not invalidate or render unenforceable any of the provisions of this Article IV and shall not serve to discharge any of Borrower’s payment obligations hereunder or eliminate the credit against such obligations to the extent of payments made under the Project Note.

Obligations Unconditional; No Set-Off. The obligation of Borrower to repay the Project Loan, to perform all of its obligations under the Project Loan Documents, to provide indemnification pursuant to Section 6.01 hereof, to pay costs, expenses and charges pursuant to Section 4.02 hereof and to make any and all other payments required by this Project Loan Agreement, the Funding Loan Agreement or any other documents contemplated by this Project Loan Agreement or by the Project Loan Documents shall, subject to the limitations set forth in Section 4.06 hereof, be absolute and unconditional, and shall be paid or performed without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment or defense or any right of termination or cancellation arising from any circumstance whatsoever, whether now existing or hereafter arising, and irrespective of whether Borrower’s title to the Project or to any part thereof is defective or nonexistent, and notwithstanding any damage due to loss, theft or destruction of the Project or any part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Project, legal curtailment of Borrower’s use thereof, the eviction or constructive eviction of Borrower, any change in the tax or other laws of the United States of America, the Property Jurisdiction or any political subdivision thereof, any change in Governmental Lender’s legal organization or status, or any default of Governmental Lender or Fiscal Agent hereunder or under any other Financing Document, and regardless of the invalidity of any action of Governmental Lender or the invalidity of any portion of this Project Loan Agreement.
Payments from Borrower to Fiscal Agent or Loan Servicer. Each payment by Borrower hereunder or under the Project Note shall be made in immediately available funds to Loan Servicer on each Project Loan Payment Date or such other date when such payment is due; provided, however, such Project Loan Payment shall be made directly to Fiscal Agent if there is no Loan Servicer or if Borrower is so directed in writing by Funding Lender Representative. Each such payment shall be made to Fiscal Agent or Loan Servicer, as applicable, by deposit to such account as Fiscal Agent or Loan Servicer may designate by written notice to Borrower. Whenever any Project Loan Payment or any other payment under this Project Loan Agreement or under the Project Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day immediately thereafter.
Additional Payments Under the Project Note and Project Loan Agreement.
In addition to the payments set forth in Section 4.01 hereof, payments to be made by Borrower under the Project Note include certain money to be paid in respect of, among other things, the Fee Component, the Servicing Fee, and amounts required to be deposited pursuant to the Continuing Covenant Agreement and the other Project Loan Documents, as set forth in subsection (b) of this Section 4.02. To the extent that any portion of the Fee Component, the Servicing Fee, or amounts required to be deposited pursuant to the Continuing Covenant Agreement and the other Project Loan Documents remain due and owing at any time, such amounts remaining due and owing shall be payable from money on deposit in the Administration Fund as provided in Section 4.06 of the Funding Loan Agreement or from other money of Borrower, to the extent that money in the Administration Fund is insufficient for such purposes. All other fees and expenses shall be payable from money of Borrower as provided in subsection (b) of this Section 4.02.

In addition to the funding of the initial deposits required of Borrower described in Section 3.03, Borrower shall pay (or cause to be paid by Loan Servicer or Fiscal Agent (to the extent paid from money on deposit in the Administration Fund, in consideration of the funding of the Project Loan, the following fees, expenses and other money payable in connection with the Loans:
Reserved.
On the Delivery Date, from money of Borrower, to Freddie Mac, all third party and out-of-pocket expenses of Freddie Mac (including but not limited to the fees and expenses of counsel to Freddie Mac) in connection with the Loans.
Reserved.
On the Delivery Date, from money Borrower, to Loan Servicer, its commitment fees and application fees, together with all third party and out-of-pocket expenses of Loan Servicer (including but not limited to the fees and expenses of counsel to Loan Servicer, if any) in connection with the Loans.
Reserved.
To Fiscal Agent, the Fiscal Agent’s Ordinary Fees and Expenses and the Fiscal Agent’s Extraordinary Fees and Expenses when due from time to time.
To Governmental Lender, the Governmental Lender Fee when due and any extraordinary expenses not covered by the Governmental Lender Fee that Governmental Lender may incur in connection with the Financing Documents or the Project from time to time.
To the Rebate Analyst, the reasonable fees and expenses of such Rebate Analyst in connection with the computations relating to arbitrage rebate required under the Funding Loan Agreement and this Project Loan Agreement when due from time to time.
To Funding Lender Representative, any amount due and owing to Funding Lender Representative from time to time but unpaid under the Continuing Covenant Agreement.
To Loan Servicer, the amount of any portion of the Servicing Fee remaining unpaid and any fees, costs and expenses of Loan Servicer as provided in the Continuing Covenant Agreement.
To Loan Servicer, the amounts required to be deposited in respect of reserves and impositions required under the Continuing Covenant Agreement and the other Project Loan Documents.
If Fiscal Agent is collecting and remitting loan payments under the Funding Loan Agreement, to Fiscal Agent, within two (2) Business Days of receipt from Fiscal Agent of a notice of deficiency in the Administration Fund as provided in Section 4.06 of

the Funding Loan Agreement, the amount of any such deficiency in the Administration Fund.
Payments to Rebate Fund. Borrower shall pay when due to Fiscal Agent at the Principal Office of Fiscal Agent any amount required to be deposited in the Rebate Fund in accordance with Section 4.10 of the Funding Loan Agreement.
Prepayment.
Optional Prepayment of the Project Loan. Borrower shall have the option to prepay the Project Loan in whole, together with all accrued and unpaid interest thereon, as provided in the Project Note.
Mandatory Prepayment of the Project Loan. Borrower shall be required to prepay all or a portion of the outstanding principal balance of the Project Loan, together with accrued interest thereon, and together with any Prepayment Premium due under the Project Note, as provided in the Project Note.
Defeasance of the Funding Loan. In addition, prior to the Window Period, Borrower may cause a defeasance of the Funding Loan resulting in a release of the Pledged Security by satisfying the conditions set forth hereunder and in Article IX of the Funding Loan Agreement. In connection therewith, Borrower will give written notice (a “Defeasance Notice”) to Funding Lender Representative, Loan Servicer, Governmental Lender and Fiscal Agent of the date Borrower desires to defease the Funding Loan (the “Defeasance Date”). The Defeasance Date may not be more than 60 calendar days, nor less than 30 calendar days, after the delivery of the Defeasance Notice. In connection with the delivery of the Defeasance Notice, Borrower shall cause to be paid to Funding Lender Representative the Defeasance Fee set forth in the Continuing Covenant Agreement. In addition to, and not in limitation of any other provisions of this Project Loan Agreement, Borrower shall pay all fees, costs and expenses in connection with any defeasance whether or not such defeasance occurs. Following such defeasance in accordance with the terms and conditions hereof and the Funding Loan Agreement, the Project Loan shall be deemed paid in full, and Borrower shall be entitled to the release of the Security Instrument, the Pledged Security and other security provided by it for the Project Loan, subject to the terms and conditions hereof and the other Financing Documents.
Borrower’s Obligations Upon Prepayment. In the event of any prepayment, Borrower will timely pay, or cause to be paid through Loan Servicer, an amount equal to the principal amount of the Funding Loan or portion thereof called for prepayment, together with interest accrued to the prepayment date and Prepayment Premium, if any. In addition, Borrower will timely pay all fees, costs and expenses associated with any prepayment of the Funding Loan.
Limits on Personal Liability.
Except as otherwise set forth in Section 14 of the Project Note and subsection 4.06(b) below, the obligations of Borrower under this Project Loan Agreement and the other Financing Documents are non-recourse liabilities of Borrower which shall be enforced only against the Project and other property of Borrower encumbered by the Financing Documents and not personally against Borrower or any [partner][member] of Borrower or any successor or assign

of Borrower. However, nothing in this Section 4.06 shall limit the right of Governmental Lender, Fiscal Agent, Loan Servicer or Funding Lender Representative to proceed against Borrower to recover any fees owing to any of them or any actual out-of-pocket expenses (including but not limited to actual out-of-pocket attorneys’ fees incurred by any of them) incurred by any of them in connection with the enforcement of any rights under this Project Loan Agreement or the other Financing Documents. Nothing in this Section 4.06 shall limit any right that Loan Servicer or Funding Lender Representative may have to enforce the Project Note, the Security Instrument, or any other Financing Document in accordance with their terms.
Notwithstanding anything contained in any other provision of this Project Loan Agreement to the contrary (but subject to the provisions of Section 7.06 hereof), the following obligations of Borrower shall be and remain the joint and several full recourse obligations of Borrower and [each of] Borrower’s [general partner(s)][managing member(s)]:
Borrower’s obligations to Governmental Lender and Fiscal Agent under subsections (b)(vi), and (b)(vii) of Section 4.02 hereof.
Borrower’s obligations under Sections 2.05 and 6.01 of this Project Loan Agreement.
Borrower’s obligation to pay any and all rebate amounts that may be or become owing with respect to the Funding Loan and fees and expenses of the Rebate Analyst as provided in Sections 2.04, 4.02(b)(viii), and 4.03 of this Project Loan Agreement and the Tax Certificate.
Borrower’s obligation to pay legal fees and expenses under Section 7.04
hereof.
ARTICLE V  SPECIAL COVENANTS OF BORROWER.
Performance of Obligations. Borrower shall keep and faithfully perform all of its covenants and undertakings contained herein and in the Financing Documents, including, without limitation, its obligations to make all payments set forth herein and therein in the amounts, at the times and in the manner set forth herein and therein.
Compliance with Applicable Laws. All work performed in connection with the Project shall be performed in strict compliance with all applicable federal, state, county and municipal laws, ordinances, rules and regulations now in force or that may be enacted hereafter.
Funding Loan Agreement Provisions. The execution of this Project Loan Agreement shall constitute conclusive evidence of approval of the Funding Loan Agreement by Borrower. Whenever the Funding Loan Agreement by its terms imposes a duty or obligation upon Borrower, such duty or obligation shall be binding upon Borrower to the same extent as if Borrower were an express party to the Funding Loan Agreement, and Borrower shall carry out and perform all of its obligations under the Funding Loan Agreement as fully as if Borrower were a party to the Funding Loan Agreement.
Borrower to Maintain Its Existence; Certification of No Default.

Borrower agrees to maintain its existence and maintain its current legal status with authority to own and operate the Project.
In addition to performing all other similar requirements under the Financing Documents to which Borrower is a party, Borrower shall, within 30 days after the end of each calendar year, render to Fiscal Agent a certificate executed by an Authorized Officer of Borrower to the effect that Borrower is not, as of the date of such certificate, in default of any of its covenants, agreements, representations or warranties under any of the Financing Documents to which Borrower is a party and that, to the best of Borrower’s knowledge, after reasonable investigation, there has occurred no default or Event of Default (as such terms are defined in each respective Financing Document) under any of the Financing Documents.
Borrower to Remain Qualified in Property Jurisdiction and Appoint Agent. Borrower will remain duly qualified to transact business in the Property Jurisdiction and will maintain an agent in the Property Jurisdiction on whom service of process may be made in connection with any actions against Borrower.
Sale or Other Transfer of Project. Borrower may convey and transfer the Project only upon strict compliance with the provisions of the Financing Documents, and upon receipt of the prior written consent of Governmental Lender and Funding Lender Representative.
Right to Perform Borrower’s Obligations. In the event Borrower fails to perform any of its obligations under this Project Loan Agreement, Governmental Lender, Fiscal Agent, Loan Servicer and/or Funding Lender Representative, after giving requisite notice, if any, and subject to Section 5.05 of the Funding Loan Agreement, may, but shall be under no obligation to, perform such obligation and pay all costs related thereto, and all such costs so advanced shall become an additional obligation of Borrower hereunder, payable on demand and if not paid on demand with interest thereon at the default rate of interest payable under the Project Loan Documents.
Notice of Certain Events. Borrower shall promptly advise Governmental Lender, Fiscal Agent, Funding Lender Representative and Loan Servicer in writing of the occurrence of any Event of Default hereunder or any event which, with the passage of time or service of notice or both, would constitute an Event of Default, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto.
Survival of Covenants. The provisions of Sections 2.04, 2.05, 4.02, 4.03, 6.01 and
7.04 hereof shall survive the expiration or earlier termination of this Project Loan Agreement and, with regard to Fiscal Agent, the resignation or removal of Fiscal Agent.
Access to Project; Records. Subject to reasonable notice and the rights of tenants at the Project, Governmental Lender, Fiscal Agent, Loan Servicer and Funding Lender Representative, and the respective duly authorized agents of each, shall have the right (but not any duty or obligation) at all reasonable times and during normal business hours to do any of the following:

Enter the Project and any other location containing the records relating to Borrower, the Project, the Loans and Borrower’s compliance with the terms and conditions of the Financing Documents.
Inspect and audit any and all of Borrower’s records or accounts pertaining to Borrower, the Project, the Loans and Borrower’s compliance with the terms and conditions of the Financing Documents.
Require Borrower, at Borrower’s sole expense, (i) to furnish such documents to Governmental Lender, Fiscal Agent, Loan Servicer and Funding Lender Representative, as Governmental Lender, Fiscal Agent, Loan Servicer or Funding Lender Representative, as the case may be, from time to time, deems reasonably necessary in order to determine that the provisions of the Financing Documents have been complied with and (ii) to make copies of any records that Governmental Lender, Fiscal Agent, Loan Servicer or Funding Lender Representative or the respective duly authorized agents of each, may reasonably require.
Borrower shall make available to Governmental Lender, Fiscal Agent, Loan Servicer and Funding Lender Representative, such information concerning the Project, the Security Instrument and the Financing Documents as any of them may reasonably request.
TEL Regulatory Agreement. The covenants of Borrower in the TEL Regulatory Agreement shall be deemed to constitute covenants of Borrower running with the land and an equitable servitude for the benefit of Governmental Lender and Funding Lender and shall be binding upon any owners of the Project until such time as such restrictions expire as provided in the TEL Regulatory Agreement. Borrower covenants to file of record the TEL Regulatory Agreement and such other documents, and to take such other steps as are necessary in order to assure that the restrictions contained in the TEL Regulatory Agreement will, subject to the terms of the TEL Regulatory Agreement, be binding upon all owners of the Project. Borrower covenants to include such restrictions or a reference to such restrictions in any documents transferring any interest in the Project to another to the end that such transferee has notice of, and is bound by, the TEL Regulatory Agreement. Subject to the provisions of Section 7.06 of this Project Loan Agreement, Governmental Lender and Fiscal Agent shall have the right to seek specific performance of or injunctive relief to enforce the requirements of any covenants of Borrower contained in the TEL Regulatory Agreement.
Damage, Destruction and Condemnation. If prior to payment in full of the Funding Loan (or provision for payment in full of the Funding Loan in accordance with the provisions of the Funding Loan Agreement) the Project or any portion of it is destroyed (in whole or in part) or is damaged by fire or other casualty, or title to, or the temporary use of, the Project or any portion of it shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, or shall be transferred pursuant to an agreement or settlement in lieu of eminent domain proceedings, Borrower shall nevertheless be obligated to continue to pay the amounts specified in this Project Loan Agreement and in the Project Note to the extent the Project Loan is not prepaid in full in accordance with the terms of the Project Loan Documents.
Reserved.

Filing of Financing Statements. Borrower shall file or record or cause to be filed or recorded on or prior to the Delivery Date all UCC financing statements which are required to be filed or recorded in order fully to protect and preserve the security interests relating to the priority of the Project Loan, the Funding Loan, the Pledged Security and the Security Instrument, and the rights and powers of Governmental Lender, Fiscal Agent and Funding Lender in connection with such security interests. Borrower shall cooperate with Fiscal Agent in connection with the filing of any continuation statements for the purpose of continuing without lapse the effectiveness of such financing statements; provided, however, that Fiscal Agent shall only file or record, or cause to be filed or recorded, those UCC continuation statements on which Fiscal Agent is named as a secured party or additional secured party for financing statements that have been delivered to Fiscal Agent, at Borrower’s expense.
ARTICLE VI INDEMNIFICATION.
Indemnification.
Indemnified Losses. To the fullest extent permitted by law, Borrower agrees to indemnify, hold harmless and defend Governmental Lender, Fiscal Agent, Loan Servicer, Funding Lender and each of their respective officers, governing commissioners, members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages (including, but not limited to, consequential and punitive damages), claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under federal or state securities laws or any other statutory law or at common law or otherwise (collectively, “Losses”), to the extent arising, directly or indirectly, out of or based upon or in any way relating to any of the following:
Any breach by Borrower of its obligations under the Financing Documents or the execution, amendment, restructuring or enforcement thereof, or in connection with transactions contemplated thereby, including the issuance, sale, transfer or resale of the Governmental Note.
Any act or omission of Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, construction or equipping of, the Project or any part thereof.
Any accident, injury to, or death of persons or loss of or damage to property occurring in, on or about the Project or any part thereof.
Any lien (other than liens permitted under the Continuing Covenant Agreement) or charge upon payments by Borrower to Governmental Lender, Fiscal Agent or Loan Servicer hereunder, or any Taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on

Governmental Lender or Fiscal Agent in respect of any portion of the Project (other than income and similar taxes on fees received or earned in connection therewith).
Any violation of any environmental law, rule or regulation with respect to, or the release of any hazardous materials from, the Project or any part thereof.
The enforcement of, or any action taken by Governmental Lender, Fiscal Agent or Funding Lender Representative related to remedies under this Project Loan Agreement, the Funding Loan Agreement or any other Financing Document.
Any untrue statement of a material fact or alleged untrue statement of a material fact by Borrower contained in any offering statement or document for the Governmental Note or any of the Financing Documents to which Borrower is a party, or any omission or alleged omission by Borrower of a material fact from any offering statement or document for the Governmental Note necessary to be stated therein in order to make the statements made therein by Borrower, in the light of the circumstances under which they were made, not misleading.
Any declaration of taxability of interest on the Governmental Note or allegations (or regulatory inquiry) that interest on the Governmental Note is includable in the gross income of the holders thereof for federal income tax purposes.
Any audit or inquiry by the Internal Revenue Service with respect to the Project and/or the tax-exempt status of the Governmental Note.
Fiscal Agent’s acceptance or administration of the trust of the Funding Loan Agreement, or the exercise or performance of any of its powers or duties thereunder or under any of the documents relating to the Governmental Note to which it is a party; except
(A) in the case of the foregoing indemnification of Fiscal Agent, or any of its respective officers, commissioners, members, directors, officials, employees, attorneys and agents, to the extent such Losses are caused by the negligence, unlawful acts or willful misconduct of such Indemnified Party; or (B) in the case of the foregoing indemnification of Loan Servicer, Funding Lender or Governmental Lender or any of their respective officers, commissioners, members, directors, officials, employees, attorneys and agents, to the extent such Losses are caused by the gross negligence or willful misconduct of such Indemnified Party.
Procedures. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, Borrower, upon written notice from such Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected or approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that such Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof. Borrower shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may employ separate

counsel at the expense of Borrower only if, in such Indemnified Party’s good faith judgment, a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel.
Borrower to Remain Obligated. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Project Loan Agreement, the Continuing Covenant Agreement and the Regulatory Agreement, Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section 6.01 for Losses with respect to any claims based on actions or events occurring prior to the date of such transfer unless (i) such subsequent owner assumed in writing at the time of such transfer all obligations of Borrower under this Section 6.01 (including obligations under this Section 6.01 for Losses with respect to any claims based on actions or events occurring prior to the date of such transfer) and (ii) any such transfer is in compliance with the requirements of the Financing Documents.
Survival. The provisions of this Section 6.01 shall survive the termination of this Project Loan Agreement.
Limitation with Respect to Funding Lender. Notwithstanding anything in this Project Loan Agreement to the contrary, in the event that Funding Lender (or its nominee) shall become the owner of the Project as a result of a foreclosure or a deed in lieu of foreclosure, or comparable conversion of the Project Loan, Funding Lender (or its nominee) shall not be liable for any breach or default of any prior owner of the Project under this Project Loan Agreement and shall only be responsible for defaults and obligations incurred or occurring during the period that Funding Lender (or its nominee) is the owner of the Project. Accordingly, during any period that Funding Lender (or its nominee) owns the Project and that this Article VI is applicable to Funding Lender (or its nominee), Funding Lender’s (or its nominee’s) obligations under this Article VI shall be limited to acts and omissions of Funding Lender (or its nominee) occurring during the period of Funding Lender’s (or its nominee’s) ownership of the Project.
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES.
Events of Default. The occurrence of any one or more of the following will constitute an Event of Default under this Project Loan Agreement:
Any representation or warranty made by Borrower in the Financing Documents or any certificate, statement, data or information furnished by Borrower in connection therewith or included by Borrower in its application to Governmental Lender for assistance proves at any time to have been incorrect when made in any material respect.
Failure by Borrower to pay any amounts due under this Project Loan Agreement or the Project Note at the times and in the amounts required by this Project Loan Agreement or the Project Note, as applicable.
Borrower shall fail to observe or perform any other term, covenant, condition or agreement (after taking into account any applicable cure period) set forth in this Project Loan Agreement, which failure continues for a period of 30 days after notice of such failure by Governmental Lender, Fiscal Agent or Funding Lender Representative to Borrower (unless such default cannot with due diligence be cured within 30 days but can be cured within a reasonable

period and will not, in Funding Lender Representative’s sole discretion, adversely affect Funding Lender or result in impairment of this Project Loan Agreement or any other Financing Document, in which case no Event of Default shall be deemed to exist so long as Borrower shall have commenced to cure the default or Event of Default within 30 days after receipt of notice, and thereafter diligently and continuously prosecutes such cure to completion); provided, however, no such notice or grace periods shall apply in the case of any such failure which could, in Funding Lender Representative’s judgment, absent immediate exercise by Funding Lender Representative of a right or remedy under this Project Loan Agreement, result in harm to Funding Lender or impairment of this Project Loan Agreement or any other Financing Document.
The occurrence of a default under the Continuing Covenant Agreement or the Security Instrument (after taking into account any applicable cure period thereunder) shall at the discretion of Funding Lender Representative constitute an Event of Default under this Project Loan Agreement but only if Fiscal Agent is provided written notice by Funding Lender Representative that an Event of Default has occurred under such Financing Document and Fiscal Agent is instructed by Funding Lender Representative that such default constitutes an Event of Default hereunder. The occurrence of an Event of Default hereunder shall in the discretion of Funding Lender Representative constitute a default under the other Financing Documents.
Nothing contained in this Section 7.01 is intended to amend or modify any of the provisions of the Financing Documents or to bind Governmental Lender, Fiscal Agent, Loan Servicer or Funding Lender Representative to any notice and cure periods other than as expressly set forth in the Financing Documents.
Remedies on Default. Subject to Section 7.06 hereof, whenever any Event of Default hereunder shall have occurred and be continuing, Funding Lender (or Fiscal Agent at the direction of Funding Lender), may take any one or more of the following remedial steps:
Such action, without notice or demand, as Funding Lender deems advisable to protect and enforce its rights against Borrower and in and to the Project, including declaring the Project Loan to be immediately due and payable (including, without limitation, declaring the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Project Note to be immediately due and payable).
Without being required to give any notice (other than to Governmental Lender or Fiscal Agent, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the Property Jurisdiction, as supplemented and amended, or any other applicable laws.
Whatever action at law or in equity may appear necessary or desirable to collect the payments under this Project Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Borrower under this Project Loan Agreement.
In addition, subject to Section 7.06 hereof, Governmental Lender and Fiscal Agent may pursue remedies with respect to the Unassigned Rights. Any amounts collected pursuant to Article
IV hereof and any other amounts which would be applicable to payment of principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Funding Loan

collected pursuant to action taken under this Section 7.02 shall be applied in accordance with the provisions of the Funding Loan Agreement.
No Remedy Exclusive. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available against Borrower hereunder or under the Financing Documents or otherwise at law or in equity may be exercised by Funding Lender (or Fiscal Agent at the direction of Funding Lender), at any time and from time to time, whether or not Funding Lender has accelerated the Project Loan, and whether or not Funding Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Financing Documents. No remedy conferred upon or reserved to Funding Lender or Fiscal Agent by this Project Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Project Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Funding Lender (or Fiscal Agent at the direction of Funding Lender) to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be expressly required by this Project Loan Agreement.
Agreement to Pay Attorneys’ Fees and Expenses. In the event Borrower shall default under any of the provisions of this Project Loan Agreement and Governmental Lender, Fiscal Agent, Loan Servicer or Funding Lender Representative shall employ attorneys or incur other expenses for the collection of loan payments or the enforcement of performance or observance of any obligation or agreement on the part of Borrower contained in this Project Loan Agreement or in the Project Note, Borrower shall on demand therefor reimburse the reasonable fees of such attorneys and such other expenses so incurred.
No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Project Loan Agreement shall be breached by any party and thereafter waived by the other parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.
Control of Proceedings.
Notwithstanding anything to the contrary herein, Funding Lender Representative shall have the sole and exclusive right at any time to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Project Loan Agreement, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Project Loan Agreement. In addition, Funding Lender Representative shall have the sole and exclusive right at any time to directly enforce all rights and remedies hereunder and under the other Financing Documents with or without the involvement of Fiscal Agent or Governmental Lender. In no event shall the exercise of any of the foregoing rights result in an acceleration of the Project Loan without the express direction of Funding Lender Representative.

Governmental Lender and Fiscal Agent covenant that they will not, without the prior written consent of Funding Lender Representative, take any of the following actions:
Prosecute any action with respect to a lien on the Project.
Initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of Borrower to timely pay the principal of, interest on, or other amounts due under, the Project Loan.
Interfere with or attempt to influence the exercise by Funding Lender Representative of any of its rights under the Financing Documents upon the occurrence of any default by Borrower under the Financing Documents.
Take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Project Loan or the Funding Loan.
Notwithstanding Sections 7.06(a) and 7.06(b) hereof, Governmental Lender or Fiscal Agent may take one or both of the following actions:
Specifically enforce the tax covenants of Borrower specified in Sections
2.04 and 2.05 hereof or seek injunctive relief against acts which may be in violation thereof.
Specifically enforce the TEL Regulatory Agreement or seek injunctive relief against acts which may be in violation of the TEL Regulatory Agreement or are otherwise inconsistent with the operation of the Project in accordance with applicable requirements of the Internal Revenue Code and state law (but in neither the case of subsection (c)(i) above or this subsection (c)(ii) may Governmental Lender or Fiscal Agent seek any form of monetary damages from Borrower in connection with such enforcement).
In addition, notwithstanding Sections 7.06(a) and 7.06(b) hereof, Governmental Lender and Fiscal Agent may seek specific performance of the other Unassigned Rights (provided no monetary damages are sought), and nothing herein shall be construed to limit the rights of Governmental Lender, Fiscal Agent or any Indemnified Party related to Governmental Lender or Fiscal Agent under Section 6.01 (each a “Related Indemnified Party”) to enforce their respective rights against Borrower under Sections 4.02, 4.03, 6.01 and 7.04 hereof, provided that no obligation of Borrower to Governmental Lender, Fiscal Agent or any Related Indemnified Party under such sections shall be secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of Governmental Lender, Fiscal Agent or any Related Indemnified Party, and all such obligations are and shall be subordinate in priority, in right to payment and in all other respects to all other obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Financing Documents (except for Fiscal Agent’s right to receive payment of Fiscal Agent’s Extraordinary Fees and Expenses pursuant to Section 6.05(a) of the Funding Loan Agreement after an Event of Default with respect to the Funding Loan, which Fiscal Agent’s Extraordinary Fees and Expenses shall be payable as provided thereunder). Accordingly, none of Governmental Lender, Fiscal Agent or any Related Indemnified Party shall have the right to enforce any monetary obligation arising under such sections other than directly against Borrower, without recourse to the Project. In addition, any such enforcement must not cause Borrower to file a petition seeking reorganization, arrangement,

adjustment or composition of or in respect of Borrower under any applicable liquidation, insolvency, bankruptcy, construction, composition, reorganization, conservation or other similar law in effect now or in the future.
Assumption of Obligations. In the event that Fiscal Agent or Funding Lender or their respective assignee or designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations of Borrower under this Project Loan Agreement, the Project Note, the TEL Regulatory Agreement, and any other Financing Documents to which Borrower is a party or with respect to which it is a third-party beneficiary. Such assumption shall be effective from and after the effective date of such acquisition and shall be made with the benefit of the limitations of liability set forth therein and without any liability for the prior acts of Borrower.
ARTICLE VIII	MISCELLANEOUS.
Notices.
Whenever in this Project Loan Agreement the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to Governmental Lender, Fiscal Agent, Funding Lender Representative, Borrower or Loan Servicer shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth in Section 10.04 of the Funding Loan Agreement or as required or permitted by this Project Loan Agreement by Electronic Instruction and Notice. Governmental Lender, Fiscal Agent, Funding Lender Representative, Borrower or Loan Servicer may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent.
A duplicate copy of each notice or other communication given hereunder by any party to Loan Servicer shall also be given to Funding Lender Representative and a duplicate copy of each notice or other communication given hereunder by any party to Funding Lender Representative shall be given to Loan Servicer.
Fiscal Agent agrees to accept and act upon Electronic Instruction and Notice of written instructions and/or directions pursuant to this Project Loan Agreement.
Fiscal Agent shall provide to Funding Lender Representative and Loan Servicer (i) prompt notice of the occurrence of any Event of Default hereunder and (ii) any written information or other communication received by Fiscal Agent hereunder within ten (10) Business Days of receiving a written request from Funding Lender Representative for any such information or other communication.

Concerning Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the financing herein contemplated and shall continue in full force and effect so long as the obligations hereunder are outstanding. Whenever in this Project Loan Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Borrower which are contained in this Project Loan Agreement shall bind its successors and assigns and inure to the benefit of the successors and assigns of Governmental Lender, Fiscal Agent, Loan Servicer, Funding Lender and Funding Lender Representative, as applicable.
Governing Law. This Project Loan Agreement shall be construed in accordance with and governed by the internal laws of the Property Jurisdiction and, where applicable, the laws of the United States of America.
Modifications in Writing. Modification or the waiver of any provisions of this Project Loan Agreement or consent to any departure by the parties therefrom, shall in no event be effective unless the same shall be in writing approved by the parties hereto and shall require the prior written consent of Funding Lender Representative and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle it to any other or further notice or demand in the same circumstances.
Further Assurances and Corrective Instruments. Governmental Lender, Fiscal Agent and Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required (including such supplements or further instruments requested by Funding Lender Representative) for correcting any inadequate or incorrect description of the performance of this Project Loan Agreement.
Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Project Loan Agreement.
Severability. The invalidity or unenforceability of any provision of this Project Loan Agreement shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect.
Counterparts. This Project Loan Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
Amounts Remaining in Loan Payment Fund or Other Funds. It is agreed by the parties hereto that any amounts remaining in the Loan Payment Fund or other funds and accounts established under the Funding Loan Agreement upon expiration or sooner termination of the term hereof (and the repayment in full of the Project Loan and all other amounts owing under the Project Loan Documents), shall be paid in accordance with the Funding Loan Agreement.
Effective Date and Term. This Project Loan Agreement shall become effective upon its execution and delivery by the parties hereto, shall be effective and remain in full force

from the Effective Date, and, subject to the provisions hereof, shall expire on such date as the Funding Loan Agreement shall terminate.
Cross References. Any reference in this Project Loan Agreement to an “Exhibit,” an “Article,” a “Section,” a “Subsection” or a “Paragraph” shall, unless otherwise explicitly provided, be construed as referring, respectively, an article of this Project Loan Agreement, a section of this Project Loan Agreement, a subsection of the section of this Project Loan Agreement in which the reference appears and a paragraph of the subsection within this Project Loan Agreement in which the reference appears.
Funding Lender Representative and Loan Servicer as Third-Party Beneficiaries. The parties hereto agree and acknowledge that Funding Lender Representative and Loan Servicer are third-party beneficiaries of this Project Loan Agreement.
[IF GOVERNMENTAL LENDER CONSENT IS NOT REQUIRED FOR FURTHER SUPPLEMENTAL FINANCINGS/LIENS ON THE PROJECT, INSERT:]
Supplemental Financings. Governmental Lender and Fiscal Agent each acknowledges that Loan Servicer (or another originating lender that is generally approved by Freddie Mac to sell mortgages to Freddie Mac) may make additional loans to Borrower secured by additional mortgages on the Project (“Additional Loans”). Governmental Lender and Fiscal Agent each consents to the Additional Loans notwithstanding anything to the contrary in the Project Loan Documents, provided that such loans are subordinate to the repayment of the Project Loan by Borrower. [INCLUDE THE FOLLOWING SENTENCE IF GOVERNMENTAL LENDER IS ALSO THE MAKER OF A SUBORDINATE LOAN SECURED BY THE
PROJECT: Nothing in this Section 8.13 is intended, nor will it be construed, to in any way limit the exercise by Governmental Lender, in its capacity as maker of a Subordinate Loan (as defined in the Continuing Covenant Agreement), to consent to Additional Loans.]
[IF GOVERNMENTAL LENDER CONSENT IS REQUIRED FOR FURTHER SUPPLEMENTAL FINANCINGS/LIENS ON THE PROJECT, INSERT:]
Supplemental Financings. Governmental Lender and Fiscal Agent each acknowledges that Loan Servicer (or another originating lender that is generally approved by Freddie Mac to sell mortgages to Freddie Mac) may make additional loans to Borrower secured by additional mortgages on the Project (“Additional Loans”), provided however that no such Additional Loans may be made without the prior written consent of Governmental Lender as set forth in [Section   of] the [PROJECT LOAN DOCUMENT WHICH REQUIRES GOVERNMENTAL LENDER CONSENT TO LIENS ON THE PROJECT]. Additional Loans
must be subordinate to the repayment of the Project Loan by Borrower.
Non-Liability of Governmental Lender. Governmental Lender shall not be obligated to pay the principal (or Prepayment Premium) of or interest on the Funding Loan, except from Revenues and other money and assets received by Fiscal Agent on behalf of Governmental Lender pursuant to this Project Loan Agreement. Neither the faith and credit nor the taxing power of the Property Jurisdiction or any political subdivision thereof, nor the faith and credit of Governmental Lender or any member is pledged to the payment of the principal (or Prepayment

Premium) or interest on the Funding Loan. Governmental Lender shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Project Loan Agreement, the Funding Loan or the Funding Loan Agreement, except only to the extent amounts are received for the payment thereof from Borrower under this Project Loan Agreement.
Borrower hereby acknowledges that Governmental Lender’s sole source of money to repay the Funding Loan will be provided by the payments made by Borrower pursuant to this Project Loan Agreement, together with investment income on certain funds and accounts held by Fiscal Agent under the Funding Loan Agreement, and hereby agrees that if the payments to be made hereunder shall ever prove insufficient to pay all principal (or Prepayment Premium) and interest on the Funding Loan as the same shall become due (whether by maturity, prepayment, acceleration or otherwise), then upon notice from Fiscal Agent, Borrower shall pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal (or Prepayment Premium) or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of Fiscal Agent, Borrower, Governmental Lender or any third party, subject to any right of reimbursement from Fiscal Agent, Governmental Lender or any such third party, as the case may be, therefor.
No Liability of Officers. No recourse under or upon any obligation, covenant, or agreement or in the Governmental Note, or under any judgment obtained against Governmental Lender, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any incorporator, member, director, commissioner, employee, agent or officer, as such, past, present, or future, of Governmental Lender, either directly or through Governmental Lender, or otherwise, for the payment for or to Governmental Lender or any receiver thereof, or for or to Funding Lender, of any sum that may be due and unpaid by Governmental Lender upon the Funding Loan. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such incorporator, member, director, commissioner, employee, agent or officer, as such, to respond by reason of any act or omission on his or her part or otherwise, for the payment for or to Governmental Lender or any receiver thereof, or for or to Funding Lender, of any sum that may remain due and unpaid upon the Funding Loan, is hereby expressly waived and released as a condition of and consideration for the execution of this Project Loan Agreement and the issuance of the Governmental Note.
Capacity of Fiscal Agent. Fiscal Agent is entering into this Project Loan Agreement solely in its capacity as Fiscal Agent and shall be entitled to the rights, protections, limitations from liability and immunities afforded it as Fiscal Agent under the Funding Loan Agreement. Fiscal Agent shall be responsible only for the duties of Fiscal Agent expressly set forth herein and in the Funding Loan Agreement.
Reliance. The representations, covenants, agreements and warranties set forth in this Project Loan Agreement may be relied upon by Governmental Lender, Fiscal Agent, Bond Counsel, Loan Servicer, Funding Lender and Funding Lender Representative. In performing their duties and obligations under this Project Loan Agreement and under the Funding Loan Agreement, Governmental Lender and Fiscal Agent may rely upon statements and certificates of Borrower, upon certificates of tenants believed to be genuine and to have been executed by the proper person

or persons, and upon audits of the books and records of Borrower pertaining to occupancy of the Project. In addition, Governmental Lender and Fiscal Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by Governmental Lender or Fiscal Agent under this Project Loan Agreement and under the Funding Loan Agreement in good faith and in conformity with the opinion of such counsel. It is expressly understood and agreed by the parties to this Project Loan Agreement (other than Governmental Lender) that:
Governmental Lender may rely conclusively on the truth and accuracy of any certificate, opinion, notice or other instrument furnished to Governmental Lender by Fiscal Agent, Funding Lender or Borrower as to the existence of a fact or state of affairs required under this Project Loan Agreement to be noticed by Governmental Lender;
Governmental Lender shall not be under any obligation to perform any record keeping or to provide any legal service, it being understood that such services shall be performed or caused to be performed by Fiscal Agent, Funding Lender Representative, Loan Servicer or Borrower, as applicable; and
None of the provisions of this Project Loan Agreement shall require Governmental Lender or Fiscal Agent to expend or risk its own funds (apart from the proceeds of Funding Loan issued under the Funding Loan Agreement) or otherwise endure financial liability in the performance of any of its duties or in the exercise of any of its rights under this Project Loan Agreement, unless it shall first have been adequately indemnified to its satisfaction against the costs, expenses and liabilities which may be incurred by taking any such action.
GOVERNMENTAL LENDER:
	,	a

By:	 Name:	 Title:	

SIGNATURES CONTINUE ON FOLLOWING PAGE

FISCAL AGENT:
	,	a

By:	 Name:	 Title:	

SIGNATURES CONTINUE ON FOLLOWING PAGE

BORROWER:
	,	a

By:	 Name:	 Title:	

Section B

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
as Issuer and
EC CRESTWOOD, LLC,
as Borrower
LOAN AGREEMENT
Relating to
$26,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (CRESTWOOD APARTMENTS),
2026 SERIES B
Dated as of February 1, 2026

The interest of the Osceola County Housing Finance Authority (the “Issuer”) in this Loan Agreement has been assigned (except for “Reserved Rights of the Issuer” defined in this Loan Agreement) pursuant to the Trust Indenture (the “Indenture”) dated as of the date hereof from the Issuer to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and is subject to the security interest of the Trustee thereunder.

TABLE OF CONTENTS
(This Table of Contents is not a part of the Loan Agreement and is only for convenience of reference.)
Page
ARTICLE I

DEFINITIONS
Section 1.01	Definitions	3
Section 1.02	Uses of Phrases	3
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01	Representations, Covenants and Warranties of the Issuer.	3
Section 2.02	Representations, Covenants and Warranties of the Borrower and the Managing Member.	4
Section 2.03	Additional Representations, Warranties and Undertakings of the Borrower and the Managing Member.	8
Section 2.04	Tax-Exempt Status of the Bonds	9
Section 2.05	Notice of Determination of Taxability.	9
Section 2.06	Conversion.	9
ARTICLE III
CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS
Section 3.01	Agreement to Construct the Project	10
Section 3.02	Agreement to Issue, Sell and Deliver the Bonds; Deposit of Bond Proceeds. 10 Section 3.03	Disbursements from the Project Fund.	10
Section 3.04	Furnishing Requisitions to the Trustee	10
Section 3.05	Establishment of Completion Date	10
Section 3.06	Borrower Required to Pay in the Event Project Fund Is Insufficient	11
Section 3.07	Special Arbitrage Certifications	11
Section 3.08	Rebate Calculations and Payments	12
Section 3.09	Rebate Analyst	12
ARTICLE IV LOAN PROVISIONS
Section 4.01	Loan of Proceeds	12
Section 4.02	Amounts Payable	13
Section 4.03	Fees and Expenses	13

Section 4.04	Obligations of the Borrower Unconditional	14
Section 4.05	Remarketing of Bonds	14
Section 4.06	Mortgage Loan to Borrower; Eligible Funds	14
ARTICLE V SPECIAL COVENANTS
Section 5.01	No Warranty of Condition or Suitability by Issuer.	15
Section 5.02	Access to the Project	15
Section 5.03	Further Assurances and Corrective Instruments	15
Section 5.04	Issuer and Borrower Representatives	15
Section 5.05	Financing Statements	16
Section 5.06	Borrower Receipt of Insurance or Condemnation Proceeds	16
Section 5.07	Borrower’s Obligations Upon Tender of Bonds	16
Section 5.08	Option to Terminate	16
Section 5.09	Prepayment	16
ARTICLE VI
RESTRICTION ON TRANSFER; ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION
Section 6.01	Restriction on Transfer; Removal of Managing Member.	17
Section 6.02	Indemnification by Borrower and Managing Member.	20
Section 6.03	Issuer to Grant Security Interest to Trustee	23
ARTICLE VII DEFAULTS AND REMEDIES
Section 7.01	Defaults Defined.	23
Section 7.02	Remedies on Default	24
Section 7.03	No Remedy Exclusive	25
Section 7.04	Agreement to Pay Attorneys’ Fees and Expenses	25
Section 7.05	No Additional Waiver Implied by One Waiver.	25
Section 7.06	Right to Cure	26
ARTICLE VIII MISCELLANEOUS
Section 8.01	Term of Agreement	26
Section 8.02	Notices	26
Section 8.03	Nonrecourse Liability of Borrower.	26
Section 8.04	No Pecuniary Liability of Issuer.	27
Section 8.05	Binding Effect	28
Section 8.06	Severability.	28

Section 8.07	Amounts Remaining in Funds	28
Section 8.08	Amendments, Changes and Modifications	28
Section 8.09	Execution in Counterparts	29
Section 8.10	Applicable Law	29
Section 8.11	Captions	29
Section 8.12	Mortgage Loan Documents Independent	29
Section 8.13	[Reserved].	29
Section 8.14	Use of Proceeds of the Bonds	29
EXHIBIT A - PROJECT DESCRIPTION EXHIBIT B - FORM OF PROMISSORY NOTE

LOAN AGREEMENT
This LOAN AGREEMENT (“Agreement”) is entered into as of February 1, 2026, between the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “Issuer”), and EC CRESTWOOD, LLC, a Florida limited liability company (the “Borrower”).
RECITALS
The Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81 4 enacted on September 28, 1981, and effective November 3, 1981, as amended (the “Act”), authorizes the Issuer to make loans to private sponsors for the financing, construction, rehabilitation and acquisition of housing projects in the State of Florida (the “State”) for eligible persons and to issue revenue bonds from time to time for such purposes.
The Borrower has requested the Issuer to issue its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”), the proceeds of which will be utilized to make a loan to the Borrower for purposes of funding a portion of the costs of the acquisition and rehabilitation of a multifamily rental housing project located in the State known as Crestwood Apartments, which, upon completion, will contain approximately 216 affordable rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses (the “Project”).
Pursuant to and in accordance with the Act, the Issuer desires to provide funds to finance a portion of the acquisition and rehabilitation of the Project by issuing the Bonds, pursuant to a Trust Indenture by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee, of even date herewith (the “Indenture”).
The proceeds of the Bonds will be used to make a loan to the Borrower (the “Loan”) which will be evidenced by this Agreement and a promissory note dated the date of delivery of the Bonds (the “Note”) from the Borrower to the Issuer.
The obligations of the Borrower under the Loan Agreement and the Note will be secured by the Trust Estate established under the Indenture.
M1 Bank, a state chartered bank organized under the laws of Missouri (the “Mortgage Lender”) has agreed to provide a construction bridge loan (the “Mortgage Loan”) to the Borrower, the proceeds of which shall be advanced pursuant to the Mortgage Loan Documents and used to finance a portion of the costs of the acquisition and rehabilitation of the Project. The Mortgage Lender will administer the Mortgage Loan during the Construction Phase in accordance with the Mortgage Loan Documents.
The Federal Home Loan Mortgage Corporation, a shareholder owned government sponsored enterprise (“Freddie Mac”), has entered into a forward commitment with Grandbridge Real Estate Capital LLC (the “Freddie Mac Seller/Servicer”) dated February  , 2026 (the “Freddie Mac Commitment”), whereby Freddie Mac has committed, subject to the satisfaction on

or before the Forward Commitment Maturity Date of the Conditions to Conversion set forth in the Construction Phase Financing Agreement and the Freddie Mac Commitment, to facilitate the financing of the Project in the Permanent Phase.
If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date, Conversion will occur on the Conversion Date and, on such Conversion Date,
(i) the Bonds shall be subject to mandatory tender in accordance with the Indenture, (ii) the proceeds of the Freddie Mac Seller/Servicer Purchase Price shall be delivered, at the direction of the Freddie Mac Seller/Servicer, to the Trustee for deposit into the Permanent Loan Purchase Fund,
(iii) the purchase price of the Bonds shall be paid with amounts on deposit in the Collateral Fund and in the Permanent Loan Purchase Fund (and other Eligible Funds hereunder), (iv) a portion of the principal amount of the Bonds shall be cancelled such that the principal amount outstanding equals the Actual Project Loan Amount (as determined by the Freddie Mac Seller/Servicer at such time), (v) the Bonds shall be removed from the Book-Entry System and converted into a physical Governmental Note (in the form attached to the Funding Loan Agreement) which shall be purchased by the Freddie Mac Seller/Servicer, (vi) the Funding Loan Agreement attached and the Project Loan Agreement, each in the applicable form attached as an appendix to the Indenture, shall be delivered by the respective parties and become effective and shall supersede the Indenture and this Loan Agreement, respectively, (vii) tax credit equity, along with other funds of the Borrower shall be delivered, at the direction of the Mortgage Lender, to the Title Company, (viii) the Mortgage Loan shall be paid in part with amounts on deposit in the Collateral Fund (pursuant to the Indenture) and in part with amounts held by the Title Company, as applicable, and (ix) all security related to the Mortgage Loan shall be released or assigned to the Freddie Mac Seller/Servicer. If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date, the Loan will not convert from the Construction Phase to the Permanent Phase, and neither the Freddie Mac Seller/Servicer nor Freddie Mac will have any obligation with respect to the purchase of the Governmental Note.
The Issuer has expressly determined and hereby confirms that the issuance of the Bonds will accomplish a valid public purpose of the Issuer by enabling the Issuer to require the Borrower to comply with the provisions of this Agreement with respect to the Project and the Tax Regulatory Agreement, dated as of the same date as this Agreement.
AGREEMENTS
NOW THEREFOR, the parties hereto, intending to be legally bound hereby, and for and in consideration of the premises and the mutual covenants hereinafter contained, do hereby covenant, agree and bind themselves as follows; provided that any obligation of the Issuer created by or arising out of this Agreement shall never constitute a debt or a pledge of the faith and credit or the taxing power of the State, but shall be payable solely out of the Trust Estate (as defined in the Indenture), anything herein contained to the contrary by implication or otherwise notwithstanding.

ARTICLE I

DEFINITIONS
Section 1.01	Definitions.
All capitalized, undefined terms used herein shall have the same meanings as used in Article I of the Indenture.
Section 1.02	Uses of Phrases.
Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words “Bond,” “Bondholder,” “Holder,” “Owner,” “registered Holder” and “person” shall include the plural as well as the singular number, and the word “person” shall include corporations and associations, including public bodies, as well as persons. Any percentage of Bonds, specified herein for any purpose, is to be figured on the unpaid principal amount thereof then Outstanding. All references herein to specific sections of the Code refer to such sections of the Code and all successor or replacement provisions thereto.

ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01	Representations, Covenants and Warranties of the Issuer.
The Issuer represents, covenants and warrants the following, as of the date hereof:
The Issuer is a corporate body and an instrumentality of the State. Under the provisions of the Act, the Issuer is authorized to enter into this Agreement and the Indenture, and the transactions contemplated hereunder and thereunder and to carry out its obligations hereunder and thereunder. By proper action of its Board of Directors, the Issuer has been duly authorized to execute and deliver the Issuer Documents and to issue and sell the Bonds.
The Issuer will not pledge the amounts derived from this Agreement other than as contemplated by the Indenture.
The Issuer has determined that financing the Project by the issuance of the Bonds will achieve the public purposes of the Act.
No member or director of the Issuer, nor any other official or employee of the Issuer, has any interest, financial, employment or other, in the Borrower, the Project or in the transactions contemplated hereby.
There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the title to office of any

member of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any of the Issuer Documents, or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of any of the Issuer Documents or the Bonds; (iv) questions the exclusion from gross income for federal income taxation of interest on the Bonds; or (v) questions the power or authority of the Issuer to perform its obligations under any of the Issuer Documents or the Bonds or to carry out the transactions contemplated by any of the Issuer Documents or the Bonds.
The Issuer makes no representation or warranty, express or implied, that the proceeds of the Bonds will be sufficient to finance the construction and equipping of the Project or that the Project will be adequate or sufficient for the Borrower’s intended purposes.
Section 2.02	Representations, Covenants and Warranties of the Borrower and the Managing Member.
The Borrower and the Managing Member, as applicable, represent, covenant and warrant

that:

Good Standing; Single-Purpose Covenants.
The Borrower (i) is a limited liability company duly organized and existing in good standing under the laws of the State, (ii) has the power to own its property and to carry on its business as now being conducted and as contemplated by this Agreement and the Tax Certificate, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary, including, but not limited to, the State. The Borrower’s business and purpose shall consist solely of the ownership, development, operation and management of the Project and such other lawful activities as are incidental, necessary or appropriate thereto. The Borrower shall not incur any indebtedness other than Project indebtedness approved by the Issuer and normal trade accounts payable in the ordinary course of the Borrower’s business. The Borrower shall not assume or guaranty any other person’s indebtedness or obligations. The Borrower shall not dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey, transfer or lease its property and assets substantially as an entirety to any entity. The Borrower shall not institute or consent to any bankruptcy, insolvency or reorganization proceedings with respect to it, consent to the appointment of a receiver or similar official with respect to it, make any assignment for the benefit of its creditors or admit in writing its inability to pay its debts generally as they become due.
The Borrower shall: maintain books and records and bank accounts separate from those of any other person; conduct its business in its own name and use separate stationery, invoices and checks; maintain its assets in such a manner that it is not costly or difficult to segregate and identify such assets; observe all organizational formalities and hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; prepare separate tax returns and financial statements, or if part of a consolidated group, then be shown thereon as a separate member of such group; allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; and transact all

business with affiliates on an arm’s-length basis and pursuant to enforceable agreements. The Borrower shall not commingle its assets or funds with those of any other person.
The Managing Member (i) is a limited liability company duly organized and existing in good standing under the laws of the State, (ii) has the power to own its property and to carry on its business as now being conducted and as contemplated by this Agreement, and the Tax Certificate, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary, including, but not limited to, the State. The Managing Member’s business and purpose shall consist solely of acting as the Managing Member of the Borrower. The Managing Member shall not incur any indebtedness other than such obligations under the Project documents, the Borrower’s Operating Agreement and related documents, the Borrower’s Project indebtedness approved by the Issuer and normal trade accounts payable in the ordinary course of its and the Borrower’s business and shall not assume or guaranty any other person’s indebtedness or obligations. The Managing Member shall not dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey, transfer or lease its property and assets substantially as an entirety to any entity. The Managing Member shall not, with respect to itself or the Borrower, institute or consent to any bankruptcy, insolvency or reorganization proceedings, consent to the appointment of a receiver or similar official, make or consent to any assignment for the benefit of creditors or admit in writing its or the Borrower’s inability to pay debts generally as they become due.
The Managing Member shall: maintain books and records and bank accounts separate from those of any other person; conduct its business in its own name and use separate stationery, invoices and checks; maintain its assets in such a manner that it is not costly or difficult to segregate and identify such assets; observe all organizational formalities and hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; prepare separate tax returns and financial statements, or if part of a consolidated group, then be shown thereon as a separate member of such group; allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; and transact all business with affiliates using reasonable and customary terms pursuant to enforceable agreements. The Managing Member shall not commingle its assets or funds with those of any other person.
Authority. The Borrower and the Managing Member have full power and authority to (i) execute and deliver the Borrower Documents and Mortgage Loan Documents and (ii) incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. All consents or approvals of any public authority which are required as a condition to the validity of this Agreement, the Tax Certificate, the Note, the Bond Purchase Agreement, and the Tax Regulatory Agreement have been obtained.
Binding Agreements. The Borrower Documents and Mortgage Loan Documents have been properly executed by a duly authorized member of the Borrower and the Managing Member (as applicable) and constitute valid and legally binding obligations of the Borrower, and are fully enforceable against the Borrower in accordance with their respective terms, subject to

bankruptcy, insolvency or other laws affecting creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of equity, such principles of equity as the court having jurisdiction may impose.
Litigation. There is no litigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, the Managing Member or the Project before any court or administrative agency which, if determined adversely to the Borrower, will materially adversely affect the Borrower or the Project, or the authority of the Borrower to enter into or perform under the Borrower Documents and Mortgage Loan Documents.
Conflicts; Defaults. There is (i) no provision of the Borrower’s or the Managing Member’s organizational documents or resolutions of the Borrower and no provision of any existing mortgage, indenture, contract or agreement binding on the Borrower or the Managing Member or affecting any of the Borrower’s property and (ii) to the Borrower’s or the Managing Member’s knowledge, no provision of law or order of court binding upon the Borrower or the Managing Member or affecting any of the Borrower’s property, in either case which would conflict with or in any way prevent the execution, delivery, or performance of the terms of the Borrower Documents and Mortgage Loan Documents, or which would be in default or violated as a result of such execution, delivery or performance. The Borrower is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party.
Title to Project. The Borrower has or will have on the Closing Date good and marketable ground fee interest in the land constituting the site of the Project free and clear of any liens or encumbrances, other than the Permitted Encumbrances. The Borrower possesses, and will at all times possess, all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted or as it is intended to be conducted with respect to the Project, without known conflict with any rights of others.
Indenture. The Indenture has been submitted to the Borrower for its examination, and the Borrower acknowledges, by execution of this Agreement, that it has reviewed the Indenture, and it hereby approves the Indenture. The Borrower agrees to perform fully and faithfully all the duties and obligations which the Issuer has covenanted and agreed to in the Indenture to cause the Borrower to perform and any duties and obligations which the Borrower or the Issuer is required by the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which, by its nature, cannot be delegated or assigned.
Events Affecting Tax Exemption. The Borrower has not taken or permitted to be taken any action that would impair the exclusion from gross income for federal income tax purposes of the interest payable on the Bonds, and the Borrower has never been advised that the interest is or will be subject to inclusion in gross income. As of the Closing Date, the Borrower is in compliance with all requirements contained in the Tax Certificate, and the representations set forth in the Tax Certificate pertaining to the Borrower and the Project are true and accurate in all material respects. Notwithstanding the above, if the Borrower becomes aware of any situation, event or condition which would result in the interest on the Bonds being included in gross income

for federal income tax purposes, the Borrower shall promptly give written notice thereof to the Issuer and the Trustee.
Compliance with Laws. The Project is of the type authorized and permitted by the Act and will, from the Closing Date forward, be operated in compliance with the provisions of the Act and the provisions of the Code applicable thereto. The Borrower will use due diligence to cause the Project to be operated in accordance with the Act and all other applicable laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Borrower has obtained or will cause to be timely obtained all requisite approvals of the State and of other federal and local governmental bodies required for the operation of the Project.
No Material Misstatements. The representations and warranties of the Borrower contained in the Borrower Documents and Mortgage Loan Documents (including, without limitation, any information furnished by the Borrower in connection with the preparation of any materials related to the issuance or delivery of the Bonds on the Closing Date), contain no material misstatement of fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The representations and warranties of the Borrower and the statements, information and descriptions contained in the Official Statement and in the Borrower’s closing certificates, as of the Closing Date, are true, correct and complete in all material respects, do not contain any untrue statement or misleading statement of material fact, and do not omit to state a material fact necessary to make the certifications, representations, warranties, statements, information and descriptions contained therein, in light of the circumstances under which they were made, not misleading. The estimates and assumptions contained in this Agreement and in any certificate of the Borrower delivered as of the Closing Date are reasonable and based on the most accurate information available to the Borrower.
Interest of Member or Agent of Issuer. To the knowledge of the Borrower, no member or agent of the Issuer has been or is in any manner interested, directly or indirectly, in that person’s own name or in the name of any other persons, in the loan of the bond proceeds, the Bonds, the Documents, the Borrower or the Project, in any contract for property or materials to be furnished or used in connection with the Project, or in any aspect of the transactions contemplated by the Documents.
Arbitrage Bonds. No money on deposit or to be deposited in any fund or account in connection with the Bonds, whether or not such money was or is to be derived from other sources, has been or will be used by or under the direction of the Borrower in any manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
Tax Returns. The Borrower has filed or caused to be filed all required federal, state and local tax returns and has paid all taxes as shown on such returns as such taxes have become due. No claims have been assessed and are unpaid with respect to such taxes.
No Reliance on Issuer. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of the Project; that it is familiar with the provisions of all of the documents and instruments relating to such

financing to which it or the Issuer is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds.
Fees. The Borrower shall pay all fees, including the Issuer Fee, as provided under the Note and in this Agreement.
Place of Business of Borrower. The Borrower has a place of business in the State.
Name of Borrower. The Borrower filed Articles of Organization with the State of Florida and since its date of filings has done business only under the name of “EC Crestwood, LLC.”
Governmental Requirements. To the Borrower’s knowledge, no violation of any Governmental Requirement exists with respect to the Project, the Borrower, or any other asset of the Borrower, the Project conforms in all material respects with all applicable zoning, planning, building and environmental laws, ordinances and regulations of Governmental Authorities having jurisdiction over the Project, all necessary utilities are available to the Project, and the Borrower has obtained or will obtain all requisite zoning approvals necessary with respect to the Project.
Condemnation. No condemnation, eminent domain or similar proceeding is pending, or to the knowledge of the Borrower, threatened, with respect to the Project or any portion thereof.
Governmental Approvals. The Borrower has obtained, or will obtain and has maintained as currently in full force and effect, or will be in full force and effect, all consents, and permits, licenses, accreditations, certifications and other approvals (governmental or otherwise) that:
would constitute a condition precedent to, or the absence of which would materially adversely affect, the enforceability of and the performance by the Borrower of its obligations hereunder; and
are necessary for the acquisition, construction, financing and operation of the Project.
Section 2.03	Additional Representations, Warranties and Undertakings of the Borrower and the Managing Member.
The Borrower and the Managing Member, as applicable, make the following additional representations as the basis for their covenants and agreements herein:
The execution and delivery of the Borrower Documents and Mortgage Loan Documents, and the consummation of the transactions herein and therein contemplated, including the application of the proceeds of the Bonds as so contemplated, will not conflict with, or constitute a breach of, or default by it under its formation and governance documents, or any statute,

indenture, mortgage, deed of trust, lease, note, loan agreement or other agreement or instrument to which it is a party or by which it or its properties are bound, and will not constitute a violation of any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its activities or properties. Additionally, the Borrower is not in breach, default or violation of any applicable statute, indenture, mortgage, deed of trust, note, loan agreement or other agreement or instrument which would allow the obligee or obligees thereof to take any action which would preclude performance under the Borrower Documents by the Borrower.
There are no actions, suits or proceedings of any type whatsoever pending or, to its knowledge, threatened against or affecting it or its assets, properties or operations which, if determined adversely to it or its interests, could have a material adverse effect upon its financial condition, assets, properties or operations and it is not in default with respect to any order or decree of any court or any order, regulation or decree of any federal, state, municipal or governmental agency, which default would materially and adversely affect its financial condition, assets, properties or operations, or the completion of the construction of the Project.
Neither any information, exhibit or report furnished to the Issuer by the Borrower in connection with the negotiation of the Borrower Documents nor any of the foregoing representations contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The Borrower shall pay all fees, costs and expenses required to be paid by the Borrower under the terms of this Agreement.
All representations of the Borrower contained herein and in any certificate or other instrument delivered by the Borrower pursuant to the Borrower Documents or in connection with the transaction contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Bonds.
Section 2.04	Tax-Exempt Status of the Bonds.
The Borrower hereby represents, warrants and agrees that the Tax Certificate executed and delivered by the Borrower concurrently with the issuance and delivery of the Bonds is true, accurate and complete in all material respects as of the date on which executed and delivered.
Section 2.05	Notice of Determination of Taxability.
Promptly after the Borrower first becomes aware of any investigation relating to the tax status of the Bonds, or a Determination of Taxability, the Borrower shall give written notice thereof to the Issuer and the Trustee at the address of each party listed in Article I of the Indenture.
Section 2.06	Conversion.
The Borrower acknowledges and agrees that the Loan is subject to Conversion as provided for in Section 2.12 of the Indenture.

ARTICLE III

CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS
Section 3.01	Agreement to Construct the Project.
The Borrower agrees to make all contracts and do all things necessary for the construction of the Project. The Borrower further agrees that it will construct the Project with all reasonable dispatch and use its best efforts to cause the construction of the Project to be completed by the Completion Date, or as soon thereafter as may be practicable, delays caused by force majeure as defined in Section 7.01 hereof only excepted; but if for any reason such construction is not completed by said Completion Date there shall be no resulting liability on the part of the Borrower or the Issuer and no diminution in or postponement of the payments required in Section 4.02 hereof to be paid by the Borrower.
Section 3.02	Agreement to Issue, Sell and Deliver the Bonds; Deposit of Bond Proceeds.
In order to provide funds for the payment of the Costs of the Project, the Issuer, concurrently with the execution of this Agreement, will issue, sell, and deliver the Bonds and deposit the proceeds thereof with the Trustee, which amounts shall be immediately deposited as set forth in the Indenture.
Section 3.03	Disbursements from the Project Fund.
In the Indenture, the Issuer has authorized and directed the Trustee to make disbursements from the Project Fund to pay Costs of the Project upon satisfaction of the requirements of the Indenture. The Trustee is directed in the Indenture to make disbursements from the Project Fund as provided in the Indenture, and pursuant to the receipt of a Requisition in substantially the form attached to the Indenture as Exhibit B.
The Borrower’s right to request disbursements from the Project Fund is limited to the principal amount of the Loan and conditioned upon the deposit of Eligible Funds into the Collateral Fund as set forth in the Indenture.
Section 3.04	Furnishing Requisitions to the Trustee.
The Borrower agrees to cause such Requisitions to be delivered to the Trustee as may be necessary to effect payments out of the Project Fund in accordance with Section 3.03 hereof.
Section 3.05	Establishment of Completion Date.
The Borrower Representative shall evidence completion of the Project and the actual date of completion to the Issuer and the Trustee (with copies to the Investor Member and Mortgage Lender) by an executed Completion Certificate. The Completion Certificate shall be executed by the Borrower Representative and shall state to the best information and belief of the Borrower, after due inquiry, that, except for amounts retained (subject to the provisions of this Section 3.05) by the Trustee at the Issuer’s or the Borrower’s direction and amount retained under

the Mortgage Loan for any costs not then due and payable or costs due and payable, the payment of which is being diligently contested in good faith, construction of the Project has been substantially completed in material compliance with all applicable laws, regulations and agreements, and all costs of labor, services, materials and supplies used in the Project have been paid or provisions have been made for their payment, all equipment necessary for the operation of the Project has been purchased, installed and paid for, is suitable and sufficient for its intended purposes, and is fully operable, all costs and expenses incurred in connection with the Project have been paid except for amounts not yet due and payable or being diligently contested in good faith by the Borrower, and the multifamily units in the Project are suitable and sufficient for its intended purposes. Notwithstanding the foregoing, the Completion Certificate shall further state that it is given without prejudice to any rights of the Borrower against third parties which exist at the date of the Completion Certificate or which may subsequently come into being. The Completion Certificate shall be furnished by the Borrower to the Issuer and the Trustee (with copies to the Investor Member and Mortgage Lender) promptly following the completion of the Project.
Any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) of proceeds of the Bonds remaining in the Project Fund upon the Completion Date shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to pay the principal of and interest on the Bonds or (ii) for any other purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not cause interest on the Bonds to be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
Section 3.06	Borrower Required to Pay in the Event Project Fund Is Insufficient.
In the event the moneys in the Project Fund are not sufficient to pay the Costs of the Project in full, the Borrower agrees to complete the Project and to pay that portion of the Costs of the Project in excess of the moneys available therefore in the Project Fund. The Issuer does not make any warranty, either express or implied, that the moneys paid into the Project Fund and available for payment of the Costs of the Project will be sufficient to pay all of the Costs of the Project. The Borrower agrees that if after exhaustion of the moneys in the Project Fund, the Borrower should pay any portion of the Costs of the Project pursuant to the provisions of this Section, the Borrower shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or the Holders of any of the Bonds, nor shall the Borrower be entitled to any diminution of the amounts payable under this Agreement.
Section 3.07	Special Arbitrage Certifications.
The Borrower and the Issuer covenant (i) not to take any action or fail to take any action which would cause the interest on any of the Bonds to be or become includable in the gross income of the Holders for federal income tax purposes and (ii) not to cause or direct any moneys on deposit in any fund or account to be used in a manner that would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code. The Borrower certifies and

covenants to and for the benefit of the Issuer and the Holders of the Bonds that so long as there are any Bonds Outstanding, moneys on deposit in any fund or account in connection with the Bonds, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that will cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code.
Section 3.08	Rebate Calculations and Payments.
Within thirty (30) days after the end of each Bond Year and within twenty (20) days after payment in full of the Bonds, if necessary, the Borrower shall cause the Rebate Analyst to calculate the Rebate Amount as of the end of that Bond Year or the date of such payment and the Rebate Analyst shall notify the Trustee and the Borrower and the Investor Member of that amount. If the amount then on deposit in the Rebate Fund created under the Indenture is less than the Rebate Amount (taking into account the amount or amounts, if any, previously paid to the United States), the Borrower shall, within thirty (30) days after the date of the aforesaid calculation, deposit or cause to be deposited to the credit of the Rebate Fund an amount sufficient to cause the Rebate Fund to contain an amount equal to the Rebate Amount. The obligation of the Borrower to make or cause to be made such payments shall remain in effect and be binding upon the Borrower notwithstanding the release and discharge of the Indenture or the termination of this Agreement. The Borrower shall obtain such records of the computations made pursuant to this Section as are required under Section 148(f) of the Code and shall retain such records for at least six (6) years after the maturity or retirement of the Bonds.
Section 3.09	Rebate Analyst.
In accordance with Section 3.08 hereof, the Rebate Analyst shall perform any calculations required under Section 4.06 of the Indenture at the sole expense of the Borrower. In the event the Issuer does not select a Rebate Analyst when any such calculation is required, the Borrower, with the consent of the Issuer, shall appoint a Rebate Analyst, the expense of which shall be borne by the Borrower, and the Borrower shall give prompt notice in writing to the Trustee of such appointment. The Borrower further covenants that, during the term of the Bonds, in the event the Borrower sells or otherwise disposes of the Project, it will require that the transferee execute a covenant similar to that in this Section in the sale or other documents concerning the disposition and will require such transferee to include such a covenant in future transfer documents. The special covenants of the Borrower in this Section shall survive the defeasance or payment in full of the Bonds notwithstanding any other provision of this Agreement until the requirements for payment of any Rebate Amount has been fully satisfied.

ARTICLE IV LOAN PROVISIONS
Section 4.01	Loan of Proceeds.
The Issuer agrees, upon the terms and conditions contained in this Agreement and the Indenture, to lend to the Borrower the proceeds received by the Issuer from the sale of the Bonds.

Such proceeds shall be disbursed to or on behalf of the Borrower as provided in Section 3.03 hereof.
Section 4.02	Amounts Payable.
The Borrower hereby covenants and agrees to repay the Loan on or before any date that any payment of interest or principal is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as principal of (whether at maturity or acceleration or otherwise) and interest on the Bonds as provided in the Indenture. Payments by the Trustee of principal of and interest on the Bonds from amounts in the Bond Fund shall be credited against the Borrower’s obligation to pay principal and interest on the Loan. The Borrower also covenants and agrees to pay any additional interest, taxes or penalties that may be due as a result of a Determination of Taxability.
It is understood and agreed that all payments of principal and interest payable by the Borrower under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Holders of the Bonds (excluding amounts on deposit in the Rebate Fund). The Borrower consents to such assignment.
In the event the Borrower should fail to make any of the payments required in this Section 4.02, the item or installment so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the rate of interest borne by the Bonds.
Section 4.03	Fees and Expenses.
On the Closing Date, the Borrower agrees to cause to be deposited amounts into the Costs of Issuance Fund as required under the Indenture, to pay the Bond Monitoring Agent Fee (as defined in the Tax Regulatory Agreement), rating agency fees, the Trustee Ongoing Fee, the Remarketing Agent’s Fee and the fee of the Rebate Analyst (including the reasonable fees and expenses of their respective counsel actually incurred) in connection with the issuance of the Bonds and the performance of their duties in connection with the transactions contemplated hereby, including, without limitation, all costs of recording and filing, to the extent such fees and expenses are not otherwise paid from the Costs of Issuance Fund in accordance with Section 4.07 of the Indenture. All such amounts shall be paid directly to the parties entitled thereto for their own account as and when such amounts become due and payable. The Borrower will also pay any reasonable expenses actually incurred in connection with any redemption, underwriting or remarketing of the Bonds or amendments or modifications to the Documents. Specifically, and without limiting the foregoing, the Borrower agrees to pay to the Issuer, the Trustee or to any payee designated by the Issuer, within thirty (30) days after receipt of request for payment thereof, all reasonable expenses of the Issuer and the Trustee actually incurred and related to the Project and the financing thereof which are not paid from the funds held under the Indenture, including, without limitation, reasonable legal fees and expenses incurred in connection with the

interpretation, performance, enforcement or amendment of any documents relating to the Project or the Bonds or in connection with questions or other matters arising under such documents.
The obligations of the Borrower under this Section shall survive the termination of this Agreement and the payment and performance of all of the other obligations of the Borrower hereunder and under the other Borrower Documents, including the Tax Regulatory Agreement.
Section 4.04	Obligations of the Borrower Unconditional.
The obligations of the Borrower to make the payments required under this Agreement, and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, irrespective of any defense or any right of notice, setoff, recoupment or counterclaim it might otherwise have against the Issuer, the Trustee or any other person. Subject to termination as provided herein, the Borrower (i) will not suspend or discontinue, or permit the suspension or discontinuance of, any payments provided for under this Agreement, (ii) will perform and observe all of its other agreements contained in this Agreement and (iii) will not terminate this Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, or change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or the State or any political subdivision of either, any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement, whether express or implied, or any failure of the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture, whether express or implied.
Section 4.05	Remarketing of Bonds.
The Borrower is hereby granted the right to (i) request a remarketing of the Bonds in the manner and to the extent set forth in Section 3.03 of the Indenture and (ii) with the written consent of the Remarketing Agent (which consent shall not be unreasonably withheld), designate the length of the Remarketing Period and the related Mandatory Tender Date in the manner and to the extent set forth in Sections 3.01 and 3.03 of the Indenture. Notice of any such Remarketing Period and the related Mandatory Tender Date also shall be delivered to the Issuer, the Investor Member, the Mortgage Lender and the Trustee not later than fifteen (15) days prior to the Mandatory Tender Date.
Section 4.06	Mortgage Loan to Borrower; Eligible Funds.
Contemporaneously with the issuance of the Bonds, it is expected that the Borrower shall proceed with obtaining the Mortgage Loan from the Mortgage Lender. In particular, the Borrower will promptly take all necessary actions on its part to close the Mortgage Loan.
In consideration of and as a condition to the disbursement of Bond proceeds in the Project Fund to pay Project Costs, and to secure the Borrower’s obligation to make Loan Payments, the Borrower shall cause the Mortgage Lender, from time to time, to deliver Eligible Funds to the Trustee for deposit into the Collateral Fund to enable the Trustee to disburse an equal amount of Bond proceeds from the Project Fund as approved by the Mortgage Lender, in connection with a

completed and fully executed Requisition, in substantially the form attached to the Indenture as Exhibit B.

ARTICLE V SPECIAL COVENANTS
Section 5.01	No Warranty of Condition or Suitability by Issuer.
THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE PROJECT OR THE CONDITION THEREOF, OR THAT THE PROJECT WILL BE SUITABLE FOR THE PURPOSES OR NEEDS OF THE BORROWER. THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE BORROWER WILL HAVE QUIET AND PEACEFUL POSSESSION OF THE PROJECT. THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS SUITABILITY FOR THE BORROWER’S PURPOSES.
Section 5.02	Access to the Project.
The Borrower agrees that the Issuer, the Trustee and their duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect the Project and the construction thereof at all reasonable times. The Borrower acknowledges that the Issuer shall monitor the construction of the Project. The Issuer, the Trustee and their duly authorized agents shall also be permitted, at all reasonable times, to examine the books, accounts, contracts, documents, and other papers of the Borrower with respect to the Project which shall all be maintained by the Borrower in reasonable condition and for audit.
Section 5.03	Further Assurances and Corrective Instruments.
The Issuer and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Agreement.
Section 5.04	Issuer and Borrower Representatives.
Whenever under the provisions of this Agreement the approval of the Issuer or the Borrower is required or the Issuer or the Borrower is required to take some action at the request of the other, such approval or such request shall be given in writing both for the Issuer by a duly authorized representative of the Issuer and for the Borrower by a Borrower Representative. The Trustee shall be authorized to act on any such approval or request pursuant to the Indenture.

Section 5.05	Financing Statements.
The Borrower shall, or shall cause to be executed and filed any and all financing statements, or any amendments thereof or continuation statements thereto, to perfect the security interests granted in the Indenture, in the manner prescribed in the Indenture. The Borrower shall pay all costs of filing such instruments and any fees and expenses (including reasonable attorney’s fees) associated therewith.
Section 5.06	Borrower Receipt of Insurance or Condemnation Proceeds.
In the event the Borrower receives any proceeds of insurance or any condemnation awards with respect to the Project, the Borrower shall promptly upon receipt remit all such insurance proceeds or condemnation awards to the Mortgage Lender to the extent required by the Mortgage Loan Documents. Such proceeds shall be used to either reduce the indebtedness evidenced by the Mortgage Loan Documents or to repair or restore the loss caused to the Project pursuant to the terms and conditions of the Mortgage Loan Documents.
Section 5.07	Borrower’s Obligations Upon Tender of Bonds.
If any tendered Bond is not remarketed on any Mandatory Tender Date and a sufficient amount is not available in the Collateral Fund, the Negative Arbitrage Account of the Bond Fund, or the Project Fund as provided in Section 3.01(e) of the Indenture for the purpose of paying the purchase price of such Bond, the Borrower will cause to be paid to the Trustee by the applicable times provided in the Indenture, an amount equal to the amount by which the principal amount of all Bonds tendered and not remarketed, together with interest accrued to the Mandatory Tender Date, exceeds the amount otherwise available pursuant to Section 3.01(e) of the Indenture.
Section 5.08	Option to Terminate.
The Borrower shall have the option to cancel or terminate this Agreement at any time when
(a) the Indenture shall have been released in accordance with its provisions, and (b) sufficient money or security acceptable to the Issuer and the Trustee are on deposit with the Trustee or the Issuer, or both, to meet all Loan Payments due or to become due through the date on which the last of the Bonds is then scheduled to be retired or redeemed and (c) the Mortgage Loan shall be repaid in full. Such option shall be exercised by the Borrower, with approval of the Investor Member, giving the Issuer and the Trustee five (5) days’ notice in writing of such cancellation or termination and such cancellation or termination shall become effective at the end of such notice period. The provisions of this Section shall not be deemed to permit a prepayment of the Note other than in accordance with its terms.
Section 5.09	Prepayment.
Provided no Event of Default shall have occurred or be continuing, at any time the Bonds are subject to optional redemption in accordance with applicable provisions of the Indenture, the Borrower may prepay the Loan by directing the Issuer in writing to direct the Trustee to call Bonds for optional redemption in whole or in part in accordance with the applicable provisions of Section
3.05 of the Indenture providing for optional redemption at the price stated in the Indenture, from

amounts held in the Collateral Fund, the Project Fund and the Bond Fund provided such amounts are sufficient to pay the redemption price of the Bonds in full.

ARTICLE VI

RESTRICTION ON TRANSFER; ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION
Section 6.01	Restriction on Transfer; Removal of Managing Member.
Except as otherwise provided for herein, the Borrower will not, directly or indirectly, by operation of law or otherwise, sell, assign, grant a deed of trust, pledge, hypothecate, transfer or otherwise dispose of the Project or any interest in the Project, and will not encumber, alienate, hypothecate, grant a security interest in or grant any other ownership or control interest whatsoever in the Project, in the leases or in the rents, issues and profits therefrom.
No interest in the Borrower and no ownership interest in the Managing Member may be sold, conveyed, transferred, assigned, pledged or otherwise transferred, in whole or in part, directly or indirectly, by operation of law or otherwise other than the transfer of membership interests after the parties have paid all installments of the equity contribution required to be delivered to the Trustee pursuant to the Operating Agreement.
Notwithstanding anything contained in the subsections above and subject to subsection (l) hereof, each of the following transactions are hereby deemed to be expressly permitted hereunder:
Issuance of membership interests in the Borrower equal to 99.99% of the profits, losses, credits, distributions and other interests in the Borrower to the Investor Member;
The transfer by the Investor Member of the membership interests in the Borrower to any other entity which is an Affiliate of the Investor Member or which is controlled by or under common control with the Investor Member or an Affiliate;
The transfer by the Investor Member of the membership interests in the Borrower to any other entity which is not an Affiliate of the Investor Member or which is not controlled by the Investor Member with the prior written consent of the Issuer in its sole and absolute discretion, after thirty (30) days written notice to the Issuer of the intent to transfer;
The pledge and encumbrance of the interests of the Investor Member to or for the benefit of any financial institution which enables the Investor Member to make its capital contributions to the Borrower and any subsequent realization by any such lender upon the interests of the Investor Member in the Borrower;
Following the occurrence of an Event of Default or in accordance with Subparagraph (k) of this Section, the removal of the Managing Member by the Investor

Member pursuant to the terms of the Operating Agreement of the Borrower and the replacement of the Managing Member with the Investor Member or an Affiliate of the Investor Member;
A change in the beneficial ownership of the Investor Member, so long as each such entity remains controlled or under common control with Hunt Capital Partners,
LLC or an Affiliate thereof; and
The Borrower may amend the Operating Agreement to effect the transfers and removals permitted under this paragraph (e) and to make any other modifications that do not directly or indirectly: (A) impose any additional or greater obligations on Borrower or any of the partners, managers or members of Borrower, (B) modify the timing, amounts, number, conditions or other terms of the installments or other payment obligations of the partners or members of Borrower or (C) impair the collateral for the Loan; provided, however, that Borrower shall promptly provide to Lender a copy of any modifications to Operating Agreement that do not require Issuer’s or Trustee’s consent).
Except as otherwise provided, the Borrower shall provide written notice to the Issuer and the Trustee of any transfer or amendment pursuant to this paragraph (e) at least fifteen (15) days prior to such transfer.
The Borrower will not become a party to any merger or consolidation, or agree to effect any asset acquisition or stock acquisition.
The Borrower will not convert the ownership of the Project into condominium or cooperative housing corporation form of ownership other than a limited equity cooperative that is a qualified cooperative housing corporation as defined in Section 143(k)(9) of the Code.
The Borrower will not seek the dissolution or winding up, in whole or in part, of the Borrower or voluntarily file, or consent to the filing of, a petition for bankruptcy, reorganization, or assignment for the benefit of creditors or similar proceedings.
The Borrower will not enter into any arrangement, directly or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred without the prior written consent of the Issuer in its sole and absolute discretion.
The Borrower will not take any action that would adversely affect the exclusion of interest on the Bonds from gross income, for purposes of federal income taxation nor omit or fail to take any action required to maintain the exclusion of interest on the Bonds from gross income, for purposes of federal income taxation.
This Agreement may not be sold, transferred or otherwise disposed of by the Borrower without the prior written consent of the Issuer (which consent shall be within the reasonable discretion of the Issuer), subject to each of the following conditions:

No such assignment will relieve the Borrower from primary liability for any of its obligations hereunder (unless the Issuer agrees in writing to release the Borrower) and in the event of any such assignment, the Borrower will continue to remain primarily liable for payment of its obligations hereunder and for performance and observance of the other covenants and agreements on its part herein provided.
No such assignment will, in the opinion of Bond Counsel (all such expenses related to such opinion shall be paid by the Borrower), impair the excludability of interest on the Bonds from gross income for purposes of federal income taxation.
The assignee will assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned in a form acceptable to the Issuer (the “Assumption Agreement”).
Prior to any such assignment, the Borrower will, furnish or cause to be furnished to the Issuer and the Trustee an executed original of the Assumption Agreement.
The Borrower shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all or substantially all of its assets and not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it; provided that it may do so if the surviving, resulting or transferee entity is other than the Borrower, it assumes in writing all of the obligations of the Borrower under the Borrower Documents and Mortgage Loan Documents and it has a net worth equal to or greater than that of the Borrower immediately prior to such consolidation, merger, sale or transfer. The Borrower shall not permit one or more other entities to consolidate with or merge into it; or take any action or allow any action to be taken to terminate the existence of the Borrower except as provided herein. No sale, assignment or transfer of title to the Project, except as may be otherwise required by the Mortgage Lender, shall be made unless (a) the Mortgage Lender consents to such assignment or transfer, (b) the transferee or assignee, as the case may be, assumes all the duties of the Borrower under the Borrower Documents and Mortgage Loan Documents, provided that such assumption may contain an exculpation of the assignee from personal liability with respect to any obligation hereunder, except the Borrower’s obligation to indemnify the Issuer and the Trustee and reimburse the Issuer and the Trustee for the fees and expenses of the Issuer and the Trustee, and (c) no Event of Default as certified in writing to the Issuer and the Trustee by the Borrower shall have occurred and be continuing under the Indenture or this Agreement. The Issuer shall consent to any such assignment or transfer if (i) the Mortgage Lender notifies it in writing that the aforesaid condition (a) is satisfied, (ii) the Issuer and the Trustee receives an Opinion of Bond Counsel to the effect that such transfer or assignment would not adversely affect the federal tax status of the Bonds, and (iii) the Trustee receives written confirmation from the Rating Agency that such transfer or assignment will not result in a withdrawal or reduction in any rating on the Outstanding Bonds by the Rating Agency (if the Bonds are then rated by the Rating Agency). Upon the assumption of the duties of the Borrower by an assignee as provided herein, the outgoing Borrower shall be released from all executory obligations so assumed; provided, however, the Borrower shall not be released from its obligation to pay or reimburse the fees and expenses of the Issuer and the Trustee and to indemnify the Trustee and the Issuer without the express written consent of the Trustee and the Issuer, as applicable, which consent shall not be unreasonably withheld. Nothing contained in this Section

shall be construed to supersede any provisions regarding assignment and transfer of the Project contained in the Mortgage Loan Documents.
Nothing contained in this Section shall be construed to supersede any provisions regarding assignment and transfer of the Project contained in the Mortgage Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Borrower Documents or the Mortgage Loan Documents, and subject to the consent of the Mortgage Lender if required by the Mortgage Loan Documents, the following shall be permitted and shall not require the prior written approval of the Issuer or the Trustee, (a) the removal of the Managing Member of the Borrower in accordance with the Borrower Documents and Mortgage Loan Documents and the replacement thereof with the Investor Member or any of its Affiliates, (b) the transfer of ownership interests in the Investor Member, (c) upon the expiration of the tax credit compliance period, the transfer of the interests of the Investor Member in the Borrower to the Borrower’s Managing Member or any of its Affiliates, and (d) any amendment to the Borrower Documents or Mortgage Loan Documents to memorialize the transfers or removal described above. The parties agree that this section shall control to the extent of any conflict in any Borrower Documents or Mortgage Loan Documents.
Section 6.02	Indemnification by Borrower and Managing Member.
The Borrower and the Managing Member (the “Indemnitors”) hereby agree to indemnify and save harmless the Issuer and the Trustee from and against all liabilities, obligations, suits, actions, claims, judgments, demands, damages, penalties, fines, assessments, losses, expenses, fees (including all fees of attorneys, auditors, and consultants), taxes (including rebate to the United States) but exclusive of income taxes on fees earned by the Trustee, contributions, and costs of every kind and nature (including litigation and court costs, amounts paid in settlement by or with the approval of the Borrower and amounts paid to discharge judgments) (collectively, “Claims”) incurred by, asserted or imposed against an Indemnified Party (hereinafter defined), the Indemnitors or any other person directly or indirectly resulting from or arising out of or relating to (but excluding such Claims arising from the willful misconduct of the Issuer or the negligence or willful misconduct of the Trustee):
the issuance, offering, sale, delivery or remarketing of the Bonds;
the design, construction, installation, operation, use, occupancy, maintenance, repair, management or ownership of the Project;
the enforcement of (a) the provisions of this Agreement, the other Borrower Documents and Mortgage Loan Documents and any other document executed by the Borrower in connection with issuance of the Bonds and the making of the Loan and (b) the obligations of the Borrower imposed hereby or thereby;
any untruthful, misleading or inaccurate information supplied by the Borrower relating to the Project, the Borrower, the Project manager or to the terms of financing relating to the Project, including, but not limited to, any breach of any representation or warranty of the Borrower set forth in the Borrower Documents and Mortgage Loan Documents or any certificate delivered pursuant thereto, and any

representation, or warranty of the Borrower, or any information provided by the Borrower that contains or contained any untrue or misleading statement of fact or omits or omitted to state any material fact necessary to make the statements made therein not misleading in light of the circumstances under which they were made;
any breach or alleged breach (except in the case of a breach alleged by the Issuer or the Trustee and such alleged breach is not found by a court of competent jurisdiction) by the Borrower of the covenants contained herein;
any injury to or death of any person or damage to property in or upon the Project or growing out of or connected with the repair, management, ownership, operation, use, non-use, maintenance, construction, design, installation, condition or occupancy of the Project or any part thereof, including any and all acts or operations relating to any construction, operation, use, non-use, design, management, ownership, condition, occupancy, maintenance, installation or repair performed by the Borrower in connection with the Project;
violation or breach of any agreement, covenant, representation, warranty or condition of this Agreement (except in the case of a breach alleged by the Issuer or the Trustee and such alleged breach is not found by a court of competent jurisdiction) or the Note, except by the Issuer or the Trustee;
any Determination of Taxability with respect to the Bonds, including, but not limited to, the fees and expenses of the Issuer or the Trustee and their counsel with respect to such Determination of Taxability in responding to any inquiry or audit by the Internal Revenue Service;
the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in on or from the Project of Hazardous Materials or the violation or alleged violation of any Hazardous Materials Law or official interpretation thereof in connection with the Project or the land on which it is located arising out of or as a result of events prior to the later of the full and final payment of the Bonds or the date of a transfer by the Borrower of all of its interests in the Project, as applicable;
all expenses reasonably incurred in the investigation of, preparation for or defense of any litigation, proceeding or investigation of any nature whatsoever related to the Project or the Bonds, commenced or threatened against the Project or an Indemnified Party;
any action, suit, claim, demand or proceeding contesting or affecting title to the Project;
any suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Project or an Indemnified Party that might adversely affect the validity or enforceability of the Bonds, the Borrower Documents and Mortgage Loan Documents, or the performance by the Borrower or by any Indemnified Party of their respective obligations under the Borrower

Documents and Mortgage Loan Documents, the Indenture or any other document executed in connection therewith by the Borrower or any Indemnified Party; and
information provided by the Borrower or required and failed to be furnished by the Borrower relating to the Borrower or the Project, including, without limitation, information provided by the Borrower for inclusion in the preliminary or final Official Statement or any other offering document used in connection with the sale of the Bonds, any information furnished, or required and failed to be furnished, by the Borrower in accordance with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (if applicable), any information furnished by the Borrower for, and included in, or used as a basis for preparation of, any certifications, information statements or reports furnished by the Issuer, any other information or certification obtained from the Borrower to assure the exclusion of the interest on the Bonds from gross income of the Holders thereof for federal income tax purposes, and the transactions contemplated by the Indenture, the Bonds, and the Borrower Documents and Mortgage Loan Documents and the carrying out by the Borrower of any of the transactions contemplated by the Bonds, the Indenture and the Borrower Documents and Mortgage Loan Documents.
All references to the Issuer and the Trustee in this Section shall be deemed to include all their respective past, present, and future officers, directors, members, employees, commissioners, and agents and their permitted successors and assigns (also referred to herein as “Indemnified Parties”).
The Indemnitors shall indemnify and save each Indemnified Party harmless from any such Claims (but excluding such Claims arising from the willful misconduct of the Issuer or the negligence or willful misconduct of the Trustee) and upon notice from such Indemnified Party, the Indemnitors shall defend them or either of them in any such action or proceeding as provided below.
Any Indemnified Party, after receipt of notice of the existence of a Claim in respect of which indemnity hereunder may be sought or of the commencement of any action against an Indemnified Party in respect of which indemnity hereunder may be sought, shall notify the Indemnitors in writing of the existence of such Claim or commencement of such action. The Indemnitors shall undertake promptly to defend, at their sole cost and expense, any and all Claims against an Indemnified Party in connection with any of the matters indemnified against in this Section. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Agreement, the Indemnitors, upon receipt by either of written notice from the Indemnified Party, shall assume the investigation and defense of the Claims, including the employment of counsel selected by the Indemnitors, subject to the approval of the Indemnified Party in such party’s sole discretion. The Indemnitors shall pay all expenses related to the action or proceeding, with full power to litigate, compromise or settle the same, provided that the Issuer and the Trustee, as appropriate, shall have the right to review and approve or disapprove any such compromise or settlement. If (i) an Indemnified Party determines that a potential conflict of interest exists or may arise as a result of any of the Indemnitors assuming the investigation and defense of any claims, (ii) an Indemnified Party shall have been advised by counsel that there may be legal defenses available to it which are different from or additional to those available to the Indemnitors, or that a conflict exists that could affect the zealous defense of

such Claims by the Indemnitors, (iii) the Indemnitors shall not have assigned the defense of such action and employed counsel therefor satisfactory to the Indemnified Party within a reasonable time after notice of commencement of such action, such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense of the action or proceeding, and the Indemnitors shall pay the fees and expenses of such separate counsel.
Notwithstanding the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Agreement or the Note or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, the execution of the Indenture or the performance of any act requested of the Issuer by the Borrower, including all claims arising in connection with the violation of any statutes or regulation pertaining to the foregoing; nevertheless, if the Issuer should incur any such pecuniary liability, then in such event the Indemnitors shall indemnify and hold the Issuer harmless against all such claims (but excluding such Claims arising from the willful misconduct of the Issuer) whatsoever, by or on behalf of any person, firm or corporation or other legal entity arising out of the same or lack of any offering statement in connection with the sale, resale or remarketing of the Bonds and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice from the Issuer, the Borrower shall defend the Issuer in any such action or proceeding.
Failure of an Indemnified Party to provide notification to the Indemnitors required under this Section shall not operate as a waiver of the Indemnitors’ indemnification obligations in this Section.
The obligations of the Indemnitors under this Section are joint and several, and are in addition to and shall not be limited by the provisions of Section 8.03 hereof and shall survive the termination of this Agreement.
Section 6.03	Issuer to Grant Security Interest to Trustee.
The parties hereto agree that pursuant to the Indenture, the Issuer shall assign to the Trustee, in order to secure payment of the Bonds, all of the Issuer’s right, title and interest in and to this Agreement and the Note, except for Reserved Rights of the Issuer.

ARTICLE VII DEFAULTS AND REMEDIES
Section 7.01	Defaults Defined.
The following shall be “Defaults” under this Agreement and the term “Default” shall mean, whenever it is used in this Agreement, any one or more of the following events:
Failure by the Borrower to pay any amount required to be paid under subsection (a) or (b) of Section 4.02 hereof.

Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed herein other than as referred to in subsection (a) of this Section or failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Borrower Tax Certificate, for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied, will have been given to the Borrower and the Investor Member by the Issuer or the Trustee; provided, with respect to any such failure covered by this subsection (b), no event of default will be deemed to have occurred so long as a course of action adequate to remedy such failure will have been commenced within such 60-day period and will thereafter be diligently prosecuted to completion and the failure will be remedied thereby.
The dissolution or liquidation of the Borrower, or the voluntary initiation by the Borrower of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Borrower of any such proceeding which shall remain undismissed for ninety
(90) days, or failure by the Borrower to promptly have discharged any execution, garnishment or attachment of such consequence as would impair the ability of the Borrower to carry on its operations at the Project, or assignment by the Borrower for the benefit of creditors, or the entry by the Borrower into an agreement of composition with its creditors or the failure generally by the Borrower to pay its debts as they become due.
The occurrence of an Event of Default under the Indenture (other than under Section 9.01(d) of the Indenture).
The provisions of subsection (b) of this Section are subject to the following limitation: if by reason of force majeure it is impossible for the Borrower in whole or in part, despite its best efforts, to carry out any of its agreements contained herein (other than its obligations contained in Article IV hereof), the Borrower shall not be deemed in Default during the continuance of such inability. Such force majeure event does not affect any obligations of the Borrower other than the timing of performance of such obligations. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; strikes or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or of any of their departments, agencies or officials, or of any civil or military authority; insurrections; riots; terrorism; landslides; earthquakes; fires; storms; droughts; floods; explosions; and events not reasonably within the control of the Borrower. The Borrower agrees, however, to use its best efforts to remedy with all reasonable dispatch the cause or causes preventing the Borrower from carrying out its agreement. The settlement of strikes and other industrial disturbances shall be entirely within the discretion of the Borrower and the Borrower shall not be required to settle strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the Borrower unfavorable to the Borrower.
Section 7.02	Remedies on Default.
Whenever any Default referred to in Section 7.01 hereof shall have happened and be continuing beyond the expiration of any applicable cure period, the Trustee, or the Issuer (in the event the Trustee fails to act), may take one or any combination of the following remedial steps:

If the Trustee has declared the Bonds immediately due and payable pursuant to Section 9.01 of the Indenture, by written notice to the Borrower, declare an amount equal to all amounts then due and payable on the Bonds, whether by acceleration of maturity (as provided in the Indenture) or otherwise, to be immediately due and payable, whereupon the same shall become immediately due and payable; and
Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Note, the Tax Regulatory Agreement or any other Document in the event of default thereunder.
Any amounts collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture.
Section 7.03	No Remedy Exclusive.
Subject to Section 9.01 of the Indenture, no remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, the Tax Regulatory Agreement or the Note, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power nor shall it be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Such rights and remedies as are given the Issuer hereunder shall also extend to the Trustee, and the Trustee and the Holders of the Bonds, subject to the provisions of the Indenture, including, but not limited to the Reserved Rights of the Issuer, shall be entitled to the benefit of all covenants and agreements herein contained.
Section 7.04	Agreement to Pay Attorneys’ Fees and Expenses.
In the event the Borrower should cause an Event of Default to occur under any of the provisions of this Agreement or under the Note, and the Issuer and/or the Trustee should employ attorneys or incur other expenses for the collection of payments required hereunder or under the Note, or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower contained herein or in the Note, the Borrower and the Managing Member agree that they will on demand therefor pay to the Issuer and the Trustee, as the case may be, the fees and expenses of such attorneys and such other expenses so incurred by the Issuer and/or the Trustee. This Section 7.04 will continue in full force and effect notwithstanding the full payment of the obligations under the Agreement or the termination of this Agreement for any reason.
Section 7.05	No Additional Waiver Implied by One Waiver.
In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 7.06	Right to Cure.
Notwithstanding anything herein to the contrary, if the Borrower shall, for whatever reason, at any time fail to pay any amount or perform any act which it is obligated to pay or perform and, as a result a Default or Event of Default occurs or may occur, the Investor Member shall have the right to perform such act or pay such amount on behalf of the Borrower and thereby cure or prevent such Default or Event of Default, provided such Default or Event of Default is cured within any applicable cure period or grace period provided herein to the Borrower.

ARTICLE VIII MISCELLANEOUS
Section 8.01	Term of Agreement.
Subject to Sections 2.12(b) and 11.07 of the Indenture, this Agreement shall remain in full force and effect from the date hereof until such time as all of the Bonds and all amounts payable hereunder and under the Indenture shall have been fully paid or provision made for such payments, whichever is later, provided that all representations and certificates of the Borrower and the Managing Member as to matters affecting the tax-exempt status of the Bonds, and the provisions of Sections 3.08, 6.02 and 7.04 hereof shall survive termination of this Agreement.
Section 8.02	Notices.
All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, addressed each party’s Notice Address. A duplicate copy of each notice, certificate or other communication given hereunder by the Issuer or the Borrower shall also be given to the Trustee. The Issuer, the Borrower, the Investor Member and the Trustee may, by written notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.
With regard to copies of all notices which are sent to the Borrower under the terms of the Loan Documents, the Issuer and the Trustee shall send a courtesy copy to the Investor Member at: c/o Hunt Capital Partners, LLC, 15910 Ventura Blvd., Suite 1100, Encino, CA 91436 and Nixon Peabody LLP, 799 9th Street NW Suite 500, Washington, DC 20001-5327, Attention: Matthew
W. Mullen provided, however, that any failure to give a duplicate copy of any such communication shall not invalidate any Notice given hereunder.
Section 8.03	Nonrecourse Liability of Borrower.
From and after the date of this Agreement, (i) the liability of the Borrower and its members, including the Managing Member and its members, under this Agreement shall be limited to the Project Fund and the Collateral Fund, and the Issuer and the Trustee shall look exclusively thereto or to such other security as may from time to time be given or have been given for payment of the Bonds, and any judgment rendered against the Borrower or its members, including the Managing Member, under this Agreement shall be limited to amounts held under the Project Fund and the

Collateral Fund; and (ii) no deficiency or other personal judgment shall be sought or rendered against the Borrower or the Managing Member or their respective members, officers, successors, transferees or assigns, in any action or proceeding arising out of this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing herein shall limit the Issuer’s or the Trustee’s ability to exercise any right or remedy with respect to any property pledged or granted to the Issuer or any trustee under this Agreement, or both, or to exercise any right against the Borrower or the Managing Member, on account of any claim for fraud and deceit, and against any other person or entity on account of any claim for fraud and deceit. Notwithstanding anything herein to the contrary, nothing in this Section shall limit the rights of indemnification against the Borrower and the Managing Member pursuant to Sections 6.02 and 7.04 hereof, each of which shall be recourse obligations of the Borrower and Managing Member. Furthermore, notwithstanding anything to the contrary, the Borrower and the Managing Member shall be fully liable for: (1) amounts payable to the Issuer constituting Reserved Rights of the Issuer, (2) any amount due and owing as a result of any calculation or determination which may be required in connection with the Bonds for the purpose of complying with Section 148 of the Code (including rebate liability) or any applicable Treasury regulation, and (3) the indemnification and the payment obligations to the Issuer under Sections 6.02 and 7.04.
The limit on the Borrower’s and the Managing Member’s liability set forth in this Section shall not, however, be construed, and is not intended to in any way, to (i) constitute a release, in whole or in part, of the indebtedness evidenced by this Agreement; or (ii) constitute a release, in whole or in part, or an impairment of the security interest; or (iii), in case of any default or enforcement of any other right of the Issuer under this Agreement, alter, limit or affect the liability of any person or party who may now or hereafter or prior hereto guarantee, or pledge, grant or assign its assets or collateral as security for, the obligations of the Borrower under this Agreement.
Notwithstanding anything contained in this Agreement to the contrary, neither the Issuer nor the Trustee may assert any claim arising hereunder against the Borrower’s interest in the Project, any reserve or deposit made with the Mortgage Lender, or in the rents or other income of the Project for the payment of any charge due hereunder except to the extent available from then currently available “Surplus Cash” as that term is defined in the [	].
The provisions of this Section shall survive the termination of this Agreement.
Section 8.04	No Pecuniary Liability of Issuer.
No agreements or provisions contained in this Agreement or any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with the Project or any property of the Borrower financed, directly or indirectly, out of proceeds of the Bonds or the issuance, sale and delivery of the Bonds will give rise to any pecuniary liability of the Issuer (including tax and rebate liability) or its past, present or future officers, directors, employees, commissioners, agents or members of its governing body and their successors and assigns or constitute a charge against the Issuer’s general credit, or obligate the Issuer financially in any way, except with respect to the Trust Estate. No failure of the Issuer to comply with any terms, covenants or agreements in this Agreement or in any document executed by the Issuer in connection with the Bonds will subject the Issuer or its past, present or future officers, directors, employees, commissioners, agents and members of its governing body and their successors and

assigns to any pecuniary charge or liability except to the extent that the same can be paid or recovered from the Trust Estate. Without limiting the requirement to perform its duties or exercise its rights and powers under this Agreement upon receipt of appropriate indemnity or payment, none of the provisions of this Agreement or the Indenture will require the Issuer to expend or risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. Nothing in this Agreement will preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement in this Agreement or in the Indenture; provided that no costs, expenses or other monetary relief will be recoverable from the Issuer except as may be payable from the funds available under this Agreement or made available under the Indenture by the Borrower and pledged to the payment of the Bonds.
No covenant, agreement or obligation contained herein or in any other financing instrument executed in connection with the Project or the making of the Loan shall be deemed to be a covenant, agreement or obligation of any past, present or future director, officer, employee, commissioner, or agent of the Issuer in his or her individual capacity so long as he or she does not act in bad faith, and no such director, officer, employee, commissioner or agent of the Issuer in his or her individual capacity shall be subject to any liability under any agreement to which the Issuer is a party or with respect to any other action taken by him or her so long as he or she does not act in bad faith.
Section 8.05	Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon the Issuer, the Borrower, the Trustee, the Holders of Bonds and their respective successors and assigns.
Section 8.06	Severability.
In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 8.07	Amounts Remaining in Funds.
Subject to the provisions of Section 4.06 of the Indenture, it is agreed by the parties hereto that any amounts remaining in any account of the Bond Fund, the Project Fund, the Collateral Fund or any other fund (other than the Rebate Fund) created under the Indenture upon expiration or earlier termination of this Agreement, as provided in this Agreement, after payment in full of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) and the fees and expenses of the Trustee and the Issuer in accordance with the Indenture, shall belong to and be paid to the Borrower by the Trustee so long as those remaining amounts do not constitute Bond Proceeds.
Section 8.08	Amendments, Changes and Modifications.
Subsequent to the issuance of the Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), and

except as otherwise herein expressly provided, this Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the Trustee, and in accordance with the provisions of the Indenture, particularly Article XI of the Indenture.
Section 8.09	Execution in Counterparts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 8.10	Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the

State.

Section 8.11	Captions.
The captions and headings in this Agreement are for convenience only and in no way

define, limit or describe the scope or intent of any provisions or Sections of this Agreement.
Section 8.12	Mortgage Loan Documents Independent.
Failure of the Issuer or the Borrower to comply with any of the covenants set forth in this Agreement, the Indenture or the other Borrower Documents will not serve as a basis for default on the Mortgage Loan, the underlying mortgage, or any of the other Mortgage Loan Documents.
To the extent not otherwise set forth above in this Section 8.12, the provisions of Section 12.09 of the Indenture are incorporated herein by reference to the same extent as if set forth herein in full.
Section 8.13	[Reserved].
Section 8.14	Use of Proceeds of the Bonds.
Notwithstanding anything contained in any of the documents executed in connection with the issuance of Bonds to the contrary, all of the proceeds of the Bonds shall, for federal income tax purposes, be (i) allocated on a pro rata basis to the building in the Project and the land on which such building is located and (ii) used exclusively to pay costs of the acquisition or construction of the Project which are includible in the aggregate basis of any building and the land on which the building is located (“Eligible Costs”) in a manner such that each building satisfies the requirements of Section 42(h)(4)(B) of the Code. No proceeds of the Bonds will be deemed or considered to have been used to pay any of the costs of the issuance of Bonds, or to fund any reserve accounts other than a Project Fund Account to be used to pay Eligible Costs.

SIGNATURE PAGE TO LOAN AGREEMENT
(Crestwood Apartments)

IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Agreement to be executed in their respective official names and their respective official seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL) ATTEST:

By:		 Duane Owen, Chair

By:		 George S. Flint, Assistant Secretary

SIGNATURE PAGE TO LOAN AGREEMENT
(Crestwood Apartments)

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By: LRC GP, LLC, a Delaware limited liability company, its sole Member
By: Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:		 Ty Tyson
Chief Investment Officer

EXHIBIT A PROJECT DESCRIPTION
Multifamily rental housing project located in the State to be known as Crestwood Apartments, which, upon completion, will contain approximately 216 affordable rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses.

EXHIBIT B
FORM OF PROMISSORY NOTE PROMISSORY NOTE
$26,000,000	February   , 2026
FOR VALUE RECEIVED, EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), promises to pay to the Osceola County Housing Finance Authority (the “Issuer”), or its order, the principal sum of TWENTY SIX MILLION DOLLARS ($26,000,000) (the “Loan”) or so much of that sum as may be advanced by the Issuer under the Loan Agreement of even date herewith executed between the Borrower and the Issuer (the “Loan Agreement”) with interest payable as set forth below.
Borrower promises to pay to the Issuer the principal sum of this Note, together with interest at the rate of   % per annum (the “Initial Interest Rate”), and all assessments, taxes and premiums as follows:
One business day preceding each February 1 and July 1 of each year, beginning on the business day preceding July 1, 2026, to and including the business day preceding September 1, 2028 (the “Initial Mandatory Tender Date”), the Borrower shall pay to the Issuer interest on the outstanding principal balance of the Loan at the Initial Interest Rate and thereafter the Remarketing Rate (as defined in the Indenture).
The entire principal balance of the Note, plus any accrued but unpaid interest to and including September 1, 2043 (the “Maturity Date”), shall be due and payable one business day preceding the Maturity Date, unless previously called for redemption.
Payments made by The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee for the Issuer’s Multifamily Housing Revenue Bonds (Crestwood Apartments) 2026 Series B (the “Bonds”) to the holders of the Bonds, from funds available under the Trust Indenture for the Bonds dated as of February 1, 2026 (the “Indenture”) between the Issuer and the Trustee, will be credited against the Borrower’s obligation to pay interest and principal under this Note. The Borrower shall be obligated to pay any deficiency between amounts due under this Note and amounts paid to bondholders by the Trustee pursuant to the Indenture.
If any installment of interest, principal, or any other payment due under this Note is not paid within 10 days from the date that the installment or payment is due, the Borrower promises to pay to the Issuer a “late charge” equal to 5% of the aggregate monthly payment required by this Note.
This Note is secured by (i) funds deposited into the Bond Fund, the Project Fund and the Collateral Fund created pursuant to Section 4.01 of the Indenture, and (ii) the Trust Estate (as defined in the Indenture).
Upon an Event of Default, as defined in the Indenture, the unpaid principal, together with all accrued interest thereon, and all other sums due and payable shall, at the option of the

holder of this Note, become immediately due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise this option in the event of any subsequent Event of Default.
As to this Note and any other documents or instruments evidencing or securing the Loan (the “Loan Documents”), the Borrower and all guarantors, if any, severally waive all applicable exemption rights, whether under any state constitution, homestead laws or otherwise, and also severally waive valuation and appraisement, presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note, and expressly agree that the maturity of this Note, or any payment under this Note, may be extended from time to time without in any way affecting the liability of the Borrower and all guarantors.
All payments due under this Note shall be made during regular business hours at the Designated Office (as defined in the Indenture) of the Trustee or at any other place that the Issuer may designate in writing, and shall be made in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts.
The Borrower represents and warrants that it is a limited liability company within the meaning set forth in the State of Florida Code, as amended (the “Florida Code”) and further represents and warrants that the Loan evidenced by this Note was made and transacted solely for the purpose of carrying on or acquiring a business or commercial enterprise within the meaning of the Florida Code.
Neither the Borrower, nor any member, officer or director of the Borrower, shall have any personal liability for principal or interest payments or any other payments due under this Note, except as provided in Section 8.03 of the Loan Agreement.
The Borrower hereby acknowledges that, pursuant to the Indenture, the Issuer is assigning to the Trustee all of the Issuer’s right, title, and interest in and to this Note and the Loan Agreement, exclusive of the Reserved Rights of the Issuer, to be held under the Indenture as part of the Trust Estate. Such assignment is being made as security for the payment of the Bonds of the Issuer. All of the terms, conditions and provisions of the Indenture are, by this reference thereto, incorporated herein as part of this Note.
It is agreed that except as provided in Section 8.03 of the Loan Agreement, the execution of this Note shall impose no personal liability on the maker or any member hereof for payment of the indebtedness evidenced hereby and in the Event of a Default, the holder of this Note shall look solely to the Bond Fund, Project Fund, and Collateral Fund created pursuant to Section 4.01 of the Indenture, and (ii) the Trust Estate (as defined in the Indenture) in satisfaction of the indebtedness evidenced hereby and will not seek or obtain any deficiency or personal judgment against the maker hereof except such judgment or decree as may be necessary to foreclose and bar its interest in the property and all other property mortgaged, pledged, conveyed or assigned to secure payment of this Note.
Enforcement of the covenants in this Note will not result in, and neither the Issuer nor the Trustee has or shall be entitled to assert, any claim against the Borrower, the Project, the Mortgage Loan proceeds, any reserves or deposits required by the Mortgage Lender in connection with the

Mortgage Loan transaction, or the rents or deposits or other income of the Project other than available “Surplus Cash” as defined in the Intercreditor Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered on its behalf on the date first written above.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By: LRC GP, LLC, a Delaware limited liability company, its sole Member
By: Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:		 Ty Tyson
Chief Investment Officer

ASSIGNMENT
The Osceola County Housing Finance Authority (the “Issuer”), hereby irrevocably assigns, without recourse, the foregoing Note (exclusive of the Reserved Rights of the Issuer) to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under a Trust Indenture dated as of February 1, 2026 (the “Indenture”), with the Issuer and hereby directs EC Crestwood, LLC to make all payments of principal of, and interest thereon directly to the Trustee at its designated office in Jacksonville, Florida, or at such other place as the Trustee may direct in writing. Such assignment is made as security for the payment of the Issuer’s $26,000,000 Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B, issued pursuant to the Indenture.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL) ATTEST:

By:		 Duane Owen, Chair

By:		 George S. Flint, Assistant Secretary

Section C

PREPARED BY AND RETURN TO:
Michael Watkins, Esq. Greenberg Traurig, P.A.
450 South Orange Avenue, Suite 650
Orlando, Florida 32801

LAND USE RESTRICTION AGREEMENT

among

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
as Authority

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and
EC CRESTWOOD, LLC,
as Borrower Relating to
$26,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (CRESTWOOD APARTMENTS),
2026 SERIES B
Dated as of February 1, 2026

TABLE OF CONTENTS
Page
Section 1. Definitions and Interpretation	1
Section 2. Acquisition, Rehabilitation, Completion and Operation of the Project	6
Section 3. Residential Rental Property	7
Section 4. Low-Income Tenants	10
Section 5. Reporting Requirements	11
Section 6. Tax-Exempt Status of Bonds	13
Section 7. Fair Housing Laws	13
Section 8. Covenants to Run with the Land	14
Section 9. Indemnification of Authority and Trustee	14
Section 10. Term	16
Section 11. Correction of Noncompliance	17
Section 12. Modification of Tax Covenants	17
Section 13. Reliance	18
Section 14. Authority to Monitor Compliance; Compliance Monitoring Fee	18
Section 15. Uniformity; Common Plan	18
Section 16. Transfer of Project; Covenants to Run with the Land	18
Section 17. Burden and Benefit	21
Section 18. Remedies; Enforceability	21
Section 19. Governing Law	22
Section 20. Filing	22
Section 21. Amendments	22
Section 22. Notice	22
Section 23. Severability	23
Section 24. Multiple Counterparts	24
Section 25. Ad Valorem Tax Exemption	24
Section 26. Covenants and Restriction on Use of Property and Affordability Restrictions During Ad Valorem Compliance Period	24
Exhibit A	Legal Description
Exhibit B	Certification of Continuing Program Compliance Exhibit C	Form of Income Certification

(i)

This LAND USE RESTRICTION AGREEMENT (this “Agreement”) dated as of February 1, 2026, is by and among the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic created pursuant to the laws of the State of Florida (the “Authority”), THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), pursuant to that certain Trust Indenture between the Authority and the Trustee (the “Indenture”), authorizing and securing the Osceola County Housing Finance Authority, Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B in the original aggregate stated principal amount of $26,000,000 although the principal amount due thereon shall be only such amount as has been drawn down by the Authority at the request of the Borrower (the “Bonds”) and EC CRESTWOOD, LLC, a Florida limited liability company, and its successors and assigns (the “Borrower”);
WITNESSETH:
WHEREAS, the Borrower has requested that the Authority issue the Bonds and loan the proceeds therefrom to the Borrower to finance a portion of the costs of the acquisition and rehabilitation of the Project (as herein defined);
WHEREAS, it is intended that the interest on the Bonds be excludable from gross income for federal income tax purposes;
WHEREAS, to assure continued compliance with the Code and the Act (as such terms are herein defined), the Authority, the Borrower and the Trustee hereby enter into this Agreement;
WHEREAS, concurrently herewith the Authority, the Trustee, and the Borrower are entering into that certain Loan Agreement of even date herewith with respect to the Bonds (the “Loan Agreement”), and the Borrower is executing a First Leasehold Mortgage, Assignment of Rents and Security Agreement and a Promissory Note (each as defined in the Indenture) with respect to the Bonds; and
WHEREAS, Borrower intends to apply to the County property appraiser for an ad valorem tax exemption under Section 196.1978(4), Florida Statutes, (the “Ad Valorem Tax Exemption”) and has requested this Agreement include an extended set-aside for affordable housing for a total term of ninety-nine (99) years;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Authority, the Trustee and the Borrower hereby agree as follows:
Section 1. Definitions and Interpretation.
Any capitalized term not otherwise defined in the recitals set forth above or as defined below shall have the meaning ascribed to such term in the Indenture. The following terms shall have the respective meanings set forth below:
“80% Low Income Tenants” means one or more natural persons or a family, the total annual adjusted gross household income of which does not exceed eighty percent (80%) of the

median annual adjusted gross income for households within the state, or eighty percent (80%) of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Act” shall mean Chapter 159, Part IV, Florida Statutes, as amended or supplemented, Ordinance No. 81-4 of the Board of County Commissioners of Osceola County, Florida (the “County”), enacted on September 28, 1981 (the “Ordinance”), and other applicable provisions of law.
“Ad Valorem Tax Exemption” for the purposes of this Agreement means Section 196.1978(4), Florida Statutes (2023).
“Ad Valorem Compliance Period” means the extended sixty-nine (69) year compliance period required by the Ad Valorem Tax Exemption and Section 26 hereof.
“Area Median Gross Income” shall mean the median gross income for the area in which the Project is located as determined under Section 8 of the United States Housing Act of 1937 (or, if such program is terminated, under such program as in effect immediately before such termination) and the multifamily tax subsidy income limits as published annually by the United States Department of Housing and Urban Development (“HUD”).
“Available Units” means residential units in a residential rental project that are actually occupied and residential units in the project that are unoccupied and have been leased at least once after becoming available for occupancy.
“Bond” or “Bonds” shall mean any of the Bonds.
“Certificate of Continuing Program Compliance” shall mean the certificate, substantially in the form attached as Exhibit B hereto, as such form may be revised by the Authority from time to time, required to be delivered by the Borrower to the Authority and the Trustee pursuant to Section 5(e) hereof.
“Closing Date” shall mean the date the Bonds are delivered to the initial purchaser thereof against payment therefor.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and with respect to a specific section thereof such reference shall be deemed to include (a) the applicable Regulations promulgated or proposed under such section or any previous corresponding section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the applicable regulations promulgated or proposed under the provisions described in (b) and (c).
“Completion Date” shall mean (i) the rehabilitation of the Project has been substantially completed and all units are available for occupancy and the Project has been placed in service for purposes of Section 42 of the Code, and (ii) there are no liens on the Project (other than Permitted Encumbrances) as evidenced by a certificate of completion from the Borrower.

“Compliance Monitoring Agent” shall mean Seltzer Management Group, Inc., a Florida corporation or any other entity approved by the Authority to serve in such role.
“Compliance Monitoring Agreement” shall mean the Compliance Monitoring Agreement, dated as of February 1, 2026, among the Authority, the Compliance Monitoring Agent, the Trustee and the Borrower, as amended, supplemented or restated from time to time.
“Compliance Monitoring Fee” shall mean the fees and expenses to be paid to the Trustee for payment to the Compliance Monitoring Agent pursuant to the Compliance Monitoring Agreement.
“County” shall mean Osceola County, Florida.
“Environmental Indemnity” means the Environmental Indemnity, dated as of February 1, 2026, jointly and severally from the Borrower and the Guarantors in favor of the Authority and the Trustee.
“Guarantors” mean individually and collectively, the Borrower; LRC GP, LLC., a Delaware limited liability company; Envolve Community Management, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; Envolve Communities, LLC., a Delaware limited liability company; and W. Daniel Hughes, Jr., a natural person.
“Guaranty of Completion” means that certain Absolute and Unconditional Guaranty of Completion dated as of February 1, 2026, jointly and severally from the Borrower and the Guarantors in favor of the Authority and the Trustee.
“Guaranty of Recourse Obligations” or “Continuing, Absolute and Unconditional Guaranty of Recourse Obligations” means that certain Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, dated as of February 1, 2026, from the Borrower and the Guarantors in favor of the Authority and the Trustee.
“Income Certification” shall mean a Tenant Income Certification substantially in the form of Exhibit C hereto, as such form may be revised by the Authority from time to time and in any event containing the information as may be required by applicable written rules, rulings, policies, procedures, regulations or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section 142(d) of the Code.
“Land” shall mean the real property described in Exhibit A attached hereto.
“Loan” shall mean the mortgage loan made to the Borrower pursuant to the Financing Agreement to finance the acquisition, rehabilitation and equipping of the Project.
“Low-Income Tenants” means individuals or families whose incomes do not exceed 60% of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County. Except as otherwise provided herein, occupants of a dwelling unit shall not be considered to be of low income if all the occupants are students (as defined in Section 152(f)(2) of the Code), no one of whom is entitled to file a joint federal income tax return. Notwithstanding

the foregoing, a dwelling unit shall not fail to be treated as a dwelling unit that is occupied by Low-Income Tenants merely because such dwelling unit is occupied (a) by an individual who is
(i) a student and receiving assistance under Title IV of the Social Security Act, (ii) a student who was previously under the care and placement responsibility of a foster care program (under Part B or Part E of the Title IV of the Social Security Act), or (iii) a student enrolled in a government supported job training program, or (b) entirely by full-time students if such students are (i) single parents and their children and such parents are not dependents of any person other than the full-time student occupying the unit, or (ii) married and file a joint return. Except as provided in Section 4 hereof, in no event shall occupants of a dwelling unit be considered to be of low income if, upon any recertification, such tenant’s gross income exceeds 140% of the applicable income limit for a Low-Income Tenant of the same family size. In such case, such tenant shall cease to qualify as a Low-Income Tenant. Notwithstanding the foregoing, so long as the next vacant unit of comparable or smaller size is rented to a Low-Income Tenant, the fact that such tenant’s gross income exceeds 140% of the applicable income limit shall not place the Project in non-compliance. Said income requirements shall be adjusted for family size in accordance with income limits published, from time to time, by HUD. The method of determining low income in effect at the date of execution and delivery of the Bonds shall be determinative, even if such method is subsequently changed.
“Moderate-Income Persons or Households” as defined in Section 420.0004, Florida Statutes, means one or more natural persons or a family, the total annual adjusted gross household income of which is less than 120 percent of the median annual adjusted gross income for households within the state, or 120 percent of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Net Proceeds of the Bonds” shall mean the face amount of the Bonds, plus original issue premium, if any, and less original issue discount, if any, and less the amount of original proceeds of the Bonds, if any, deposited in a qualified reserve account.
“Official Intent” shall mean the date of a declaration of “official intent” to reimburse costs paid with respect to the Project (within the meaning of §1.150-2 of the United States Treasury Regulations), which with respect to the determination of Qualified Project Costs for an amount up to $26,000,000 for reimbursement of costs of the Project, shall be April 28, 2025.
“Outstanding” shall mean, with respect to the Bonds, any time in which any principal balance or other amounts due remain unpaid on the Bonds.
“Project” shall mean the Land and the buildings, structures, facilities and equipment now or hereafter comprising the multifamily rental housing project located thereon, which Project is to be financed with the proceeds of the Loan.
“Project Costs” shall mean, to the extent authorized by the Act and the Code, all costs incurred by the Borrower with respect to the acquisition, rehabilitation and equipping, as the case may be, of the Project, including, without limitation, costs for site preparation, the planning of buildings and improvements, the acquisition of property, the removal or demolition of existing structures, the rehabilitation of housing, related facilities and improvements, and all other work in

connection therewith, and all costs of financing, including, without limitation, the cost of consultants, accounting and legal services, other expenses necessary or incident to determining the feasibility of the housing development, contractors’ and developers’ fees and the Borrower’s overhead and supervision fees and costs, costs of insurance and real estate taxes during rehabilitation, administrative and other expenses necessary or incident to the Project and the financing thereof (including reimbursement to any municipality, county or entity for expenditures made for the Project), interest accrued during rehabilitation and for a reasonable period thereafter and all other costs approved by Bond Counsel; provided, however, that, unless otherwise approved by Qualified Bond Counsel, any Project Costs initially paid from other monies more than 60 days prior to the adoption of the resolution of the Authority approving the issuance of the Bonds may be reimbursed from Bond proceeds only if such Project Cost was (A) a cost of issuance of the Bonds, (B) a preliminary capital expenditure (within the meaning of United States Treasury Regulations Section 1.150-2(f)(2)) with respect to the Project (such as architectural, engineering and soil testing services) incurred before commencement of acquisition or rehabilitation of the Project that do not exceed twenty percent (20%) of the issue price of the Bonds (as defined in United States Treasury Regulations Section 1.148-1), or (C) was a capital expenditure with respect to the Project that is paid not more than 60 days prior to the date of Official Intent and reimbursed no later than eighteen (18) months after the later of the date the expenditure was paid or the date the Project is placed in service (but no later than three (3) years after the expenditure is paid); provided further, however, that if any portion of the Project is being rehabilitated or developed by the Borrower or an Affiliate (whether as a developer, a general contractor or a subcontractor), “Project Costs” reimbursed by or paid from Bond proceeds shall include only (a) the actual out-of-pocket costs incurred by the Borrower or such Affiliate in developing or rehabilitating the Project (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered by the Borrower or such Affiliate (but excluding any profit component to the extent such amount can be traced to third party costs) and (c) any overhead expenses incurred by the Borrower or such Affiliate which are directly attributable to the work performed on the Project, and shall not include, for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the rehabilitation of the Project or payments received by such Affiliate due to early completion of the Project (or any portion thereof).
“Qualified Bond Counsel” shall mean Greenberg Traurig, P.A., or an attorney or firm of attorneys that is appointed by the Authority and is of nationally recognized standing with respect to the issuance of tax-exempt obligations by states and their political subdivisions.
“Qualified Project Costs” shall mean all Project Costs paid with respect to the Project that
(i) are properly chargeable to a capital account (or would be so chargeable with a proper election by the Borrower or but for a proper election by the Borrower to deduct such costs) in accordance with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1) and (ii) are paid with respect to a qualified residential rental project or projects within the meaning of Section 142(d) of the Code.
“Qualified Project Period” shall mean the period commencing on the first day on which at least ten percent (10%) of the residential units in the Project are occupied (as certified in writing by the Borrower to the Authority) and ending on the latest of the following: (i) the date that is thirty (30) years after the date on which at least fifty percent (50%) of the residential units in the Project are first occupied (as certified in writing by the Borrower to the Authority); (ii) the first

day on which no tax-exempt private activity bond (as that term is defined in Section 142(d)(2) of the Code) issued with respect to the Project is outstanding; or (iii) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Act of 1937, as amended, terminates (as certified in writing by the Borrower to the Authority).
“Regulations” shall mean the regulations promulgated or proposed by the United States Department of the Treasury pursuant to the Code and applicable to the Project, as amended from time to time.
“Section 8” shall mean Section 8 of the United States Housing Act of 1937. “State” shall mean the State of Florida.
“Total Compliance Period” means the Qualified Project Period together with the Ad Valorem Compliance Period for a total set-aside period of ninety-nine (99) years.
Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof.
The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise.
Section 2. Acquisition, Rehabilitation, Completion and Operation of the Project.
The Borrower hereby represents, covenants and agrees that:
The Borrower has incurred, or within the applicable period set forth in Regulation 1.148-2(e)(2) will incur, a substantial binding obligation to commence acquisition and rehabilitation of the Project within the applicable period set forth in Regulation 1.148-2(e)(2), pursuant to which the Borrower is obligated to expend an amount equal to at least five percent (5%) of the “net sale proceeds” of the Bonds.
The Borrower reasonably expects that the total cost of acquisition and rehabilitation of the Project will be at least $26,000,000.
The Borrower will commence the rehabilitation of the Project within six months of the date of issuance of the Bonds and will proceed with due diligence to complete the same.
The Borrower reasonably expects to complete the rehabilitation of the Project and to expend the full amount of the proceeds of the Loan by not later than three years following the Closing Date.

At least ninety five percent (95%) of the Net Proceeds of the Bonds shall be applied to pay or reimburse the Borrower for the payment of Qualified Project Costs, and one hundred percent (100%) of the proceeds of the Loan shall be applied to pay or reimburse the Borrower for the payment of Project Costs.
The Borrower shall submit to the Trustee, prior to or upon the date of each disbursement of the Loan, a statement certifying that the full amount of such disbursement will be applied to pay or reimburse the Borrower for the payment of Project Costs and that at least ninety-five percent (95%) of disbursements from Net Proceeds of the Bonds when combined with all prior disbursements from Net Proceeds of the Bonds will be applied to pay or reimburse the Borrower for the payment of Qualified Project Costs.
Upon the completion of the Project, the Borrower shall submit to the Authority and the Trustee a certificate of completion containing the following: (i) the Borrower’s statement that the Completion Date has been achieved (and an updated final report of sources and uses against the rehabilitation budget (which the Authority may send for review to Bond Counsel)); (ii) if applicable, the Borrower’s statement that rehabilitation expenditures (within the meaning given such term in section 147(d)(3) of the Code) equal or exceed fifteen percent (15%) of the cost of acquiring the building (and equipment) financed with proceeds of the Bonds; (iii) the Borrower’s certification that not less than ninety-five percent (95%) of the Net Proceeds of the Bonds have been applied to pay or reimburse the Borrower for the payment of Qualified Project Costs and that not more than two percent (2%) of the Net Proceeds have been spent on costs of issuance of the Bonds, and that one hundred percent (100%) of the disbursements of Net Proceeds of the Bonds has been applied to pay or reimburse the Borrower for the payment of Project Costs.
The Borrower does not own any buildings or structures that are proximate to the Project, other than those buildings or structures comprising the Project, that are being financed pursuant to a common plan of finance through the issuance of the Bonds under which the Project is also being financed.
Upon initial occupancy of ten percent (10%) of the units in the Project, Borrower shall prepare and submit to the Authority and the Compliance Monitoring Agent a certificate, and thereafter record such certificate, for the purposes of calculating the commencement and termination of the Qualified Project Period.
Section 3. Residential Rental Property.
The Borrower hereby represents, covenants, warrants and agrees that:
(i) The Project will be acquired and rehabilitated for the purpose of providing “qualified residential rental property” as such phrase is used in Section 142(d) of the Code, (ii) the Borrower shall own the entire Project for federal tax purposes, and (iii) the Project shall be owned, managed and operated as a multifamily residential rental property comprised of a building or structure or several buildings or structures containing similarly constructed units, together with any functionally related and subordinate facilities and no other facilities, in accordance with Section 142(d) of the Code and Sections 1.103-8(b)(4) and 1.103-8(a)(3) of the Regulations (as

modified by Section 142(d) of the Code), and in accordance with such requirements as may be imposed thereby on the Project from time to time.
The Project will be comprised of one or more similarly constructed units, each of which will contain separate and complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink.
None of the residential rental units in the Project will at any time be (i) utilized on a transient basis, (ii) rented for lease periods of less than six (6) months, or (iii) used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, rest home or trailer court or trailer park, or health club or recreational facility (other than health and/or recreational facilities that are available only to tenants and their guests without charge for their use and that are customarily found in multifamily rental housing projects), and (iv) none of the occupants of such units shall be provided services customarily found in hotels such as room service for food and beverages, maid service, furnishing and laundering of linens or valet service.
All of the residential rental units in the Project will be rented or available for rent on a continuous basis to members of the general public (other than units occupied by persons permitted pursuant to Section 3(i) hereof) and the Borrower will not give preference to any particular class or group in renting the residential rental units in the Project, except to the extent that units are required to be leased or rented to Low-Income Tenants. The Low-Income Tenants will have equal access to and enjoyment of all common facilities of the Project. The Borrower will not discriminate against children of any age when renting the residential rental units in the Project.
The Land consists of a parcel of real property or parcels of real property that are contiguous except for the interposition of a road, street, stream or similar property, and the Project comprises buildings, structures and facilities that are proximate and financed pursuant to a common plan,
Less than 25% of the Net Proceeds of the Bonds will be used (directly or indirectly) to acquire the Land.
None of the Net Proceeds of the Bonds will be used to acquire any property (or an interest therein) unless the first use of such property is pursuant to such acquisition (within the meaning of Section 147(d)(1) of the Code); provided, however, that proceeds of the Bonds may be used to finance the acquisition of property (or an interest therein) where the “first use” of such property is not pursuant to such acquisition if rehabilitation expenditures with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Bonds. For purposes of this paragraph, the term “rehabilitation expenditures” has the same meaning given such term in Section 147(d)(3) of the Code and, thus, does not include, among other things, any expenditures incurred more than two years after the later of the date the Bonds were issued, or the date on which the property was acquired, or any expenditures attributable to the enlargement of an existing building nor any expenditures described within Section 47(c)(2)(B) of the Code. Expenditures to rehabilitate a building include expenditures to rehabilitate equipment or to replace equipment having

substantially the same function, but only if the equipment was part of an integrated operation contained in the building prior to its acquisition by the Borrower. References to equipment in parenthesis refer only to equipment which is functionally related and subordinate to and is purchased with an existing building.
No proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility (other than the normal and customary workout facility available to all tenants), facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.
The Borrower or any related person (within the meaning of Section 147(a)(2) of the Code) shall not occupy any of the residential rental units in the Project; provided, however, that the Borrower may occupy a residential rental unit in a building or structure that contains five or more residential rental units if the Borrower or a related person is a resident manager or other necessary employee (e.g., maintenance and security personnel).
In the case of a “mixed-use” project wherein part of the building or structure, together with any facilities functionally related and subordinate thereto, contains one or more similarly constructed residential rental units that in the aggregate, meet the Low-Income Tenant occupancy requirements of Section 4 of this Agreement (the “residential rental units”) and the rest of the building is devoted to use unrelated to such units (the “nonqualifying property”), the term “residential rental project” shall mean only the residential rental units and the other portions of the Project allocable to such units, including the allocable portion of the property benefiting both the residential rental units and the nonqualifying property (e.g., the common elements), and all property benefiting only the residential rental units. The allocation of the costs of the common elements shall be made according to a method that properly reflects the proportionate benefit derived, directly or indirectly, by the residential rental units and the nonqualifying property.
If the Project is receiving Section 8 assistance, the Borrower will comply with all Section 8 requirements in administering these restrictions.
No portion of the Project will at any time be owned or used by a cooperative housing corporation;
The Project consists of one or more discrete edifices or other man made construction, each consisting of an independent foundation, outer walls and roof, all of which are
(i) owned by the same person for federal tax purposes, (ii) located on a common tract of land or two or more tracts of land which are contiguous except for being separated only by a road, street, stream or similar property, and (iii) financed by the Loan or otherwise pursuant to a common plan of financing, and which will consist entirely of:
Units which are similar in quality and type of construction and amenities;
Facilities functionally related and subordinate in purpose and size to property described above, e.g., parking areas, swimming pool, exercise room and other recreational facilities (none of which may be unavailable to any person because such person is a Low Income Tenant) and other facilities which are reasonably required for the Project,

e.g., heating and cooling equipment, trash disposal equipment or units for residential managers or maintenance personnel;
During the Term of this Agreement, the Project will not include a unit in a building where all units in such building are not also included in the Project;
During the Term of this Agreement, the Borrower will not convert any unit in the Project to an owner-occupied condominium ownership and each of the residential rental units in the Project will be rented as a residential dwelling, on a continuous basis and may not be used or converted to owner-occupied housing or other residential or business use. For purposes of this requirement, a building or structure will not be deemed to be held for rental use if it contains less than five units, any unit of which is occupied by the owner of the residential rental units.
Within thirty (30) days of the Completion Date, the Borrower shall prepare and submit to Authority and the Trustee a certificate in recordable form for purposes of the calculation of the commencement and termination of the Qualified Project Period, if applicable;
The Borrower shall not discriminate on the basis of race, religion, color, age, sex, marital status, familial status, disability or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project; provided, however, that nothing herein shall be deemed to preclude the Borrower from discrimination based on income or reported tenant problems relating to the applying tenant or tenants in renting units set aside for Low Income Tenants in compliance with the requirements of the Code and this Agreement; notwithstanding the foregoing, the Borrower shall not be precluded from discrimination based on age and familial status so long as the Borrower complies with all requirements imposed by or pursuant to the federal fair housing law and regulations of the Department of Housing and Urban Development (24 CFR) issued pursuant to Title VI, the Fair Housing Act, the Rehabilitation Act, the Age Discrimination Act or Executive Order 11063, and similar state laws and regulations;
The Borrower shall submit an annual report to the Secretary of the Department of Treasury as required by Section 142(d)(7) of the Code and deliver a copy thereof to Authority and to the Trustee; and
The requirements of this Section 3 shall terminate at the end of the Qualified Project Period, except as otherwise provided in Section 10 and Section 26 hereof.
Section 4. Low-Income Tenants.
The Borrower hereby represents, warrants and covenants as follows:
At all times during the Qualified Project Period, not less than forty percent (40%) of the completed residential rental units shall be occupied or held available for occupancy by Low-Income Tenants. Notwithstanding the foregoing requirement, the Borrower has agreed to increase and modify the minimum requirements of the Code, and has agreed that not less than 100% percent of the Available Units in the Property (216 units) shall be occupied or reserved for occupancy by means individuals or families whose incomes do not exceed sixty percent (60%) of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County

during the Qualified Project Period. The units within the Development shall be rented to the demographic commitment of family.
The determination of whether the income of a resident of a residential rental unit exceeds the applicable income limit shall be made at the time of initial occupancy and at least annually thereafter on the basis of the current income of the resident. For purposes of paragraphs
(a) and (b) of this Section 4, a residential rental unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant during such individual’s or family’s tenancy in such unit, even though such individual or family ceases to be a Low-Income Tenant. However, the preceding sentence shall cease to apply to any Low-Income Tenant whose income under the most recent determination exceeds one hundred forty percent (140%) of the applicable income limit if after such determination, but before the next determination, any residential rental unit of comparable or smaller size in the Project/same building (as defined for purposes of the low income housing tax credit in Section 42 of the Code) is occupied by a new resident whose income exceeds the applicable income limit. In addition, a unit that was occupied by a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant until it is reoccupied for a period in excess of thirty-one (31) days, at which time the residential rental unit shall be considered to be occupied by a Low-Income Tenant only if the individual or family then occupying the residential rental unit satisfies the definition of a Low-Income Tenant.
A development which certifies 100% of its units as low-income shall perform one annual income recertification effective upon the first anniversary of any household’s move-in or initial certification. No additional income recertification shall be required by the Authority; however, annual determination of student status shall be required for households comprised entirely of students. Should the annual income recertification of such households result in non-compliance with income occupancy requirements, the next available unit must be rented to a qualifying household in order to ensure continuing compliance of the Project.
The form of lease to be used by the Borrower in renting any unit in the Project to a person who is intended to be a Low-Income Tenant shall (i) provide for termination of the lease and consent by such person to immediate eviction for failure to qualify as a Low-Income Tenant as a result of any material misrepresentation made by such person with respect to the income certification, and (ii) subject to paragraph (d) above, require that the tenant of the unit certify the income of the residents of the unit annually and at any time as the Borrower may reasonably request. The form of lease for the residential rental units to be utilized by the Borrower in renting all dwelling units in the Project shall be subject to the Authority’s approval. The lease for the residential rental units must comply with all applicable Section 8 requirements if the Project is receiving a subsidy pursuant to Section 8 of the United States Housing Act of 1937.
Section 5. Reporting Requirements.
At all times during the Qualified Project Period, the Borrower will obtain and maintain on file income certifications from each Low-Income Tenant residing in the Project as to the anticipated income of such Low-Income Tenant for the period of 12 consecutive months beginning with the date on which the Low-Income Tenant first occupied a unit or first signs a lease for a unit and, subject to Section 4(c) hereof, for each 12 month period thereafter, in the form and

manner as may be required by applicable rules, regulations, or policies now or hereafter promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section 142(d) of the Code, the current form of which is attached hereto as Exhibit C. In addition to the income certifications provided for herein, the Borrower shall submit any other information, documents, or certifications requested by the Authority or the Trustee that the Authority or the Trustee, respectively, deems reasonably necessary to substantiate the Borrower’s continuing compliance with the provisions of the Financing Agreement and Section 142(d) of the Code.
At all times during the Qualified Project Period, the Borrower will obtain and maintain on file from each Low-Income Tenant residing in the Project a copy of such Low-Income Tenant’s verification of eligibility including verification of income, assets, student status and, as required by Sections 4(b) and 4(c), household composition at the time of first occupancy for the taxable year immediately preceding such Low-Income Tenant’s initial occupancy (or, if later, the commencement of the Qualified Project Period) in the Project and each year thereafter as required under Sections 4(b) and 4(c) or other satisfactory evidence of income for such year (other than a federal income tax return).
The Borrower shall file with the Authority and the Compliance Monitoring Agent, on the fifteenth (15th) day of each month, copies of the Income Certifications specified in Section 5(a) hereof obtained by the Borrower during the previous calendar month.
The Borrower shall maintain complete and accurate records pertaining to the incomes of and rentals charged to Low-Income Tenants residing in the Project, and shall permit during normal business hours, upon five (5) business days’ notice to the Borrower, any duly authorized representative of the Authority or the Trustee to inspect the books and records of the Borrower pertaining to the incomes of and rentals charged to all tenants of residential rental units residing in the Project. The Trustee shall not be required to inspect the incomes or rental records maintained by the Borrower pursuant hereto unless directed in writing by the Authority.
Commencing on the date that the first unit in the Project is occupied, the Borrower shall prepare and submit to the Authority and the Compliance Monitoring Agent on the fifteenth (15th) day of each month, rent rolls for the preceding month and a Certificate of Continuing Program Compliance executed by the Borrower stating (i) the percentage of units that were occupied by Low-Income Tenants as of the fifteenth (15th) day of the previous month, (ii) that at all times during the previous month at least 40% of the residential rental units were occupied or held available for occupancy by Low-Income Tenants (each as determined in accordance with Section 4 of this Agreement), and (iii) that no default has occurred under this Agreement or, if such a default has occurred, the nature of such default and the steps, if any, the Borrower has taken or proposes to take to correct such default. Attached hereto as Exhibit B is the initial Certificate of Continuing Compliance to be used by the Borrower.
The Borrower will file when due Internal Revenue Code Form 8703-Annual Certification of a Residential Rental Project or such other annual certification required by the Code to be submitted to the Secretary of the Department of Treasury as to whether the Project continues to meet the requirements of Section 142(d) of the Code, with a copy to the Authority and the Trustee.

Section 6. Tax-Exempt Status of Bonds.
The Authority hereby represents, covenants and agrees as follows:
that the Authority will not knowingly take or fail to take or permit any action to be taken that would adversely affect the exclusion from gross income under Section 103 of the Code of the interest on the Bonds and, if it should take or permit any such action, the Authority shall take all lawful actions that it can take to rescind such actions promptly upon having knowledge thereof; and
that the Authority will take such action or actions, as may be necessary in the opinion of Qualified Bond Counsel, to comply fully with all applicable rules, rulings, regulations, policies, procedures or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 142(d) of the Code.
The Borrower hereby covenants, represents and agrees as follows:
that the Borrower will not take or fail to take or permit any action to be taken which would adversely affect the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, and, if it should take or permit any such action, the Borrower shall take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof;
that the Borrower in order to preserve the exclusion from gross income under section 103 of the Code of interest on the Bonds shall not (in the absence of an opinion of Bond Counsel to the effect that such action will not adversely affect the exclusion of interest on the Bonds from gross income of the owners thereof) request any advance (a) which would cause the amount of Net Proceeds of the Bonds used to finance costs of issuance to exceed two percent (2%) of the proceeds on the Bonds allocable to the Loan or (b) which is for costs other than Qualified Project Costs unless, immediately after such advance, at least ninety-five percent (95%) of all advances from Net Proceeds of the Bonds, taking into account costs of issuing the Bonds as costs which are not Qualified Project Costs, shall have been applied to finance Qualified Project Costs; and
that the Borrower will take such action or actions, as may be necessary in the opinion of Qualified Bond Counsel, to comply fully with all applicable rules, rulings, regulations, policies, procedures or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 142(d) of the Code affecting the Project or the Loan.
Section 7. Fair Housing Laws.
The Borrower will comply with all fair housing laws, rules, regulations or orders applicable to the Project.

Section 8. Covenants to Run with the Land.
The covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, except as provided in Sections 8 and 10 hereof, shall pass to and be binding upon the Borrower’s heirs, assigns and successors in title to the Land or the Project; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Except as provided in Section 10 hereof, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Project. The Borrower, at its cost and expense, shall cause this Agreement to be duly recorded or filed and re-recorded or refiled in such places, and shall pay or cause to be paid all recording, filing, or other taxes, fees and charges, and shall comply with all such statutes and regulations as may be required by law in order to establish, preserve and protect the ability of the Authority to enforce this Agreement.
Section 9. Indemnification of Authority and Trustee.
The Borrower releases the Authority and the Trustee, and their respective officers, directors, agents, officials, employees (and as to the Authority, members of its Board of Directors) and any person who controls the Authority or the Trustee, within the meaning of the Securities Act of 1933, from, and covenants and agrees to indemnify, hold harmless and defend the Authority and the Trustee (individually, and not for the benefit of the Bondholders), and their respective officers, directors, employees, agents, officials (and as to the Authority, members of its governing board) and any person who controls the Authority or the Trustee, within the meaning of the Securities Act of 1933, and employees and each of them (each an “Indemnified Party”) from and against, any and all losses, claims, damages, demands, liabilities and expenses (including but not limited to, reasonable attorneys’ fees and expenses, whether or not suit is brought and whether incurred in settlement negotiations, investigations of claims, at trial, on appeal or otherwise), litigation and court costs, taxes, amounts paid in settlement, amounts paid to discharge judgments, causes of action, suits, claims, demands and judgments of any nature, joint or several, by or on behalf of any person directly or indirectly resulting from, arising out of or related to:
any and all claims arising in connection with the interpretation, performance, enforcement, breach, default or amendment of this Agreement or in connection with any federal or state tax audit or investigation, any securities investigation or enforcement action or any questions or other matters arising under this Agreement;
the exercise by the Trustee of its powers or duties under the Indenture or under this Agreement;
the Borrower’s failure to comply with any requirement of this Agreement;
any act or omission of the Borrower or any of its agents, servants, employees or licensees in connection with the Loans or the Project, including violation of

any law, ordinance, court order or regulation affecting the Project or any part of it or the ownership, occupancy or use of it;
any damage or injury, actual or claimed, of whatsoever kind, cause or character, to property (including loss of use of property) or persons, occurring or allegedly occurring in, on or about the Project or arising out of any action or inaction of the Borrower, whether or not related to the Project, or resulting from or in any way connected with specified events, including the rehabilitation or management of the Project;
any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Project;
any and all claims arising in connection with the operation of the Project, or the conditions, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, rehabilitation or equipping of, the Project or any part of it, including, but not limited to, the ADA (as evidenced by an architect’s certificate to such effect); and
any and all claims arising out of the Ad Valorem Tax Exemption.
This indemnification shall not be affected by any investigation by or on behalf of the Trustee or the Authority or by any information the Trustee or the Authority may have or obtain with respect thereof. This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim or proceeding brought with respect to such claim to the fullest extent permitted by law, with respect to the Authority and its Indemnified Parties, notwithstanding negligence, willful misconduct or fraud on the part of the Authority and its Indemnified Parties, and in the case of the foregoing indemnification of the Trustee or any of its Indemnified Parties, except to the extent such damages are caused by the negligence or willful misconduct of such Indemnified Party.
In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Agreement, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense of the action or proceeding, including the engagement of counsel selected by the Borrower, subject to the approval of the Indemnified Party in such party’s sole discretion, and shall assume the payment of all reasonable expenses related to the action or proceeding, with full power to litigate, compromise or settle the same in its sole discretion, provided that the Authority or the Trustee, as appropriate, shall have the right to review and approve or disapprove any such compromise or settlement which review and approval shall not be unreasonably withheld or delayed. Each Indemnified Party shall have the right to engage separate counsel in any such action or proceeding and participate in the investigation and defense of the action or proceeding and the Borrower shall be obligated to pay the reasonable fees and expenses of such separate counsel if (a) the Indemnified Party determines that a conflict of interest exists between the interests of the Indemnified Party and the interests of the Borrower or (b) such separate counsel is engaged with the approval of the Borrower, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding at the Borrower’s expense, if the Borrower fails to assume

the defense of such Indemnified Party. The Borrower shall not be liable for any settlement obtained without the Borrower’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding any transfer of the Project to another owner, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section 9 for all matters arising prior to the date of such transfer, and, as a condition to the release of the transferor on and after the transfer date, the transferee must assume the obligations of the Borrower under the Financing Documents on and after such transfer date and indemnify each Indemnified Party pursuant to this Section 9 and for all matters arising on and after the date of such transfer.
The indemnification set forth in this Section 9 shall survive the termination of this Agreement, the repayment of the Loan and the payment or defeasance of the Bonds.
The indemnification provided in this Section 9 is in addition to, and not in substitution of, the indemnification provisions in other documents executed and delivered in connection with the making of the Loans and the issuance of the Bonds.
Notwithstanding any other provision of this Agreement to the contrary, the Trustee will not assume or take subject to any liability for the indemnification obligations of the Borrower for acts or omissions of the Borrower prior to any transfer of title to the Trustee, whether by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan. Following any transfer of title to the Trustee, any obligations of the Trustee under this Section shall be limited to acts and omissions of the Trustee, which occur following acquisition of the Project by such Person, whether such acquisition is by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loans, and only during the period of such Person’s ownership and operation of the Project, provided that such Person’s liability shall be strictly limited to acts and omissions of such Person or its agents occurring during the period of such Person’s ownership and operation of the Project. The Borrower shall remain liable under this Section for its actions and omissions prior to any transfer of title to the Trustee. The obligation of the Trustee to provide indemnification shall be contingent upon such Person’s receipt of written notice from any party asserting a right to indemnification in time sufficient to enable such Person to defend any action, claim or proceeding in a manner which is not prejudicial to such Person’s rights. The Trustee shall have no indemnification obligations to the Borrower with respect to the Bonds.
Section 10. Term.
Subject to the rights of the Authority and the Trustee to indemnification by the Borrower pursuant to Section 9 hereof, which shall survive the termination of this Agreement, this Agreement shall remain in full force and effect until the “Term of this Agreement,” which shall be the later of (i) the payment in full of the Bonds (or any tax-exempt obligation refunding the Bonds), or (ii) the expiration of the Total Compliance Period, it being expressly agreed and understood that the provisions of this Agreement may survive the termination of the Indenture, if repayment of the Loan occurs prior to the later of such events. Upon the termination of this Agreement, upon request of any party hereto, the Authority, the Trustee, the Borrower and any successor party hereto shall execute a recordable document prepared by the Authority or its counsel further evidencing such termination.

Notwithstanding Section 10(a), the restrictions and requirements contained in this Agreement shall, except as otherwise provided in Section 9 hereof as to the Borrower and subject to the provisions of the last sentence in this Section 10(b), automatically terminate in the event of involuntary noncompliance caused by fire or other casualty, seizure, requisition, foreclosure or transfer of title by deed in lieu of foreclosure to an entity other than the Borrower or a related person (within the meaning of the Code) to the Borrower, change in a federal law or an action of a federal authority after the date the Bonds are issued which prevents compliance with the covenants expressed herein, or condemnation or similar event (as determined by the Authority upon the advice of Qualified Bond Counsel), but only if, within a reasonable period, either (i) the Bonds are paid, retired or cancelled in full, or (ii) amounts received as a consequence of such event are used to provide a project that meets and is subject to the requirements of the Code and applicable Regulations thereunder. In such event, upon the request of the Borrower and at the expense of the Borrower, the parties hereto shall execute an appropriate document in recordable form prepared by the Authority or its counsel to evidence such automatic termination, but the failure to execute or record such document shall not affect the automatic termination. This Section 10(b) shall not apply (and the restrictions contained in this Agreement shall thereafter apply) to the Project in the event that, subsequent to any involuntary noncompliance as described in this Section 10(b) but prior to the expiration of the Qualified Project Period, an obligor on the acquired purpose investment (as defined in Section 1.148-1(b) of the Regulations) or a related person (as defined in Section 1.103-10(e) of the Regulations) obtains an ownership interest in the Project for tax purposes.
Notwithstanding any other provisions of this Agreement, this entire Agreement, or any of the provisions or Sections hereof, may be terminated with the written consent of the Authority, the Trustee, or its assigns and the Borrower if there shall have been received an opinion of Qualified Bond Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
After the date on which no Bonds remain outstanding, as provided in the Indenture, the Trustee shall no longer have any duties or responsibilities under the Agreement and all references to the Trustee in this Agreement shall be deemed references to the Authority.
Section 11. Correction of Noncompliance.
The failure of the Borrower to comply with any of the provisions of either Section 3 or 4 of this Agreement shall not be deemed a default hereunder unless such failure has not been corrected within a period of sixty (60) days following the date that any of the parties hereto learned of such failure. Within a reasonable period of gaining knowledge of such failure, the Trustee shall notify the Authority and shall attempt with reasonable diligence to notify the Borrower of such failure by telephonic communication to be confirmed in writing. The Borrower’s Investor shall have the right, but not the obligation, to cure an event of default under this Agreement and the parties hereto agree to accept such performance as if it were undertaken by Borrower itself.
Section 12. Modification of Tax Covenants.
To the extent any amendments, modifications or changes to the Regulations or the Code shall, in the written opinion of Qualified Bond Counsel filed with the Authority, the Borrower, and

the Trustee, impose requirements upon the ownership, occupancy or operation of the Project different than those imposed by the Regulations or the Code and stated herein, this Agreement shall be amended and modified in accordance with such requirements to the extent necessary to maintain the excludability from gross income for federal income tax purposes of the interest on the Bonds. The parties hereto agree to execute, deliver, and record, if applicable, any and all documents or instruments necessary in the opinion of and in the form approved by Qualified Bond Counsel to effectuate the intent of this Section 12.
Section 13. Reliance.
The Borrower hereby recognizes and agrees that the representations and covenants made by the Borrower set forth herein may be relied upon by the Authority and the Trustee. In performing their duties and obligations hereunder, the Authority and the Trustee may rely upon statements and certificates of the Borrower and the Low-Income Tenants that are believed to be genuine and to have been executed by the proper person or persons, and upon audits of the books and records of the Borrower pertaining to occupancy of the Project.
Section 14. Authority to Monitor Compliance; Compliance Monitoring Fee.
The Authority shall receive reports, certifications and other documents, shall examine all such reports, certifications and other documents then required to be delivered to the Authority hereunder and shall notify the Trustee promptly and the Borrower within a reasonable time if any such documents contain evidence of non-compliance with the requirements of this Agreement.
In the event the Bonds have matured or been prepaid or defeased prior to the end of the Qualified Project Period, the Borrower shall pay the Compliance Monitoring Fee to the Authority, payable in advance on the date on which the maturity, prepayment or defeasance of the Bonds takes place.
The Authority has hired the Compliance Monitoring Agent to monitor compliance with this Agreement pursuant to the Compliance Monitoring Agreement. The Compliance Monitoring Agent shall be copied on all notices to any party pursuant to the terms of this Agreement.
Section 15. Uniformity; Common Plan.
The covenants, reservations and restrictions hereof shall apply uniformly to the entire Project.
Section 16. Transfer of Project; Covenants to Run with the Land.
Except as specifically authorized pursuant and subject to the terms and conditions of the Financing Documents:
The Borrower shall not (i) enter into a voluntary sale, lease (other than leases of rental units to tenants), exchange, assignment, conveyance, transfer or other disposition (collectively, a “Disposition”) of all or substantially all of the Project or (ii) allow itself to be

terminated for federal income tax purposes or (iii) so long as the Bonds remain Outstanding, place any mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project, without in each instance the prior written consent of the Authority. The Authority shall not unreasonably withhold its written consent to a Disposition, as long as the requirements of this Section 16 are fully satisfied. It is expressly agreed that, in connection with determining whether to grant or withhold such consent, the Authority may (but is not obligated to), among other things:
(1) consider the creditworthiness of the party to whom such Disposition will be made and such party’s management ability with respect to the Project; (2) consider whether or not the security for repayment of the Loan and other payment obligations under the Financing Agreement, and the performance of the covenants and other obligations under this Agreement (without regard to whether the Bonds are outstanding) or the Authority’s ability to enforce its rights, remedies and recourses with respect to such security or performance will be impaired in any way or to any degree by the proposed Disposition; (3) require that the Authority be reimbursed for all reasonable costs and expenses incurred by the Authority in connection with investigating the creditworthiness and management ability of the party to whom such Disposition will be made and in determining whether the Authority’s security will be impaired by the proposed Disposition; (4) require the payment of all payment obligations of the Borrower under the Financing Agreement, including but not limited to accrued obligations not yet payable and, in the event of a Disposition in connection with a prepayment of the Bonds prior to the termination of the Qualified Project Period, an amount reasonably determined by the Authority as being necessary to compensate it for monitoring costs and expenses for the balance of the Qualified Project Period and the Compliance Monitoring Fee; (5) require the payment of the Authority’s attorneys’ fees and expenses in connection with such Disposition; (6) require the express, unconditional assumption of all payment obligations and all performance obligations under this Agreement, the Financing Agreement, the Indenture, the Environmental Indemnity and the Guaranty of Recourse Obligations relating to the Project and any other document, agreement or instrument evidencing or securing the Borrower’s obligations under the Financing Agreement by the party to whom such Disposition will be made (with or without the release of the transferor Borrower from liability for such obligations), which assumption shall be in form and substance satisfactory to the Authority and its counsel, and require the recording of such assumption document; (7) require the execution of modification agreements, supplemental mortgage documents, financing statements and such other documents, agreements and instruments as the Authority or their counsel may require, (8) require endorsements to any existing Authority or Trustee title insurance policies insuring the Authority’s or the Trustee’s liens and security interests covering the Project, and (9) require an opinion of Qualified Bond Counsel to the effect that the transfer will not adversely affect the excludability of the interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. The Authority may, in its discretion, release the Borrower from liability under this Agreement and the Financing Agreement and may limit any such release from liability to events and occurrences arising after such Disposition, whether or not the Authority has knowledge of prior events or occurrences creating such liability at the time of the Disposition.
The restrictions contained in Section 16(a) shall not be applicable to any of the following: (i) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan under the Loan Documents and any subsequent transfer by the mortgagee if such mortgagee is the Majority Owner or any successor in interest thereto or to the first lender); provided, however, that neither the Borrower nor any related person (within the meaning of the

Code) to the Borrower shall acquire any interest in the Project during the remainder of the Qualified Project Period; (ii) any sale, transfer, assignment, encumbrance or addition of membership interests in the Borrower, provided such sale, transfer, assignment, encumbrance or addition does not constitute a change in ownership of the Project which would adversely affect the excludability from gross income, for federal income tax purposes of the interest payable on the Bonds (excluding any action that causes such interest to be includable in gross income for federal income tax purposes as a result of the application of Section 147(a) of the Code); (iii) grants of utility-related easements and governmental easements, shown on the title policy approved by the Authority and any other easement and use agreements which may be consented to by the Authority;
(iv) service-related leases or easements, such as laundry service leases or television cable easements, and easements related to the rehabilitation of the Project over portions of the Project, provided, however, the same are granted in the ordinary course of business in connection with the operation of the Project as contemplated by this Agreement; (v) grants of other easements and entry into other use agreements which may be consented to by the Authority; (vi) leases of apartment units to tenants, including Low-Income Tenants, in accordance with the requirements of the Indenture and this Agreement and leases of commercial space; (vii) any sale or conveyance to a condemning governmental authority as a direct result of a condemnation or a governmental taking or a threat thereof; (viii) the placing of a subordinate mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project if made expressly subject and subordinate to this Agreement, the Financing Documents and provided that such subordinate mortgage lien, assignment of leases and rents or security interests is permitted by the Mortgage;
(ix) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by the Borrower pursuant to the Borrower’s creation documents); or (x) the placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project after the payment (or provision for payment in accordance with the Indenture) of the Bonds and the release of the Mortgage.
The covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, except as provided in Section 10 hereof and this Section 16, shall pass to and be binding upon the Borrower’s heirs, assigns, and successors in title to the Land or the Project; provided, however, that upon the termination of this Agreement in accordance with the terms hereof, said covenants, reservations and restrictions shall expire. Except as provided in Section 10 hereof and this Section 16, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all such covenants, reservations and restrictions shall run to each portion of the Project.
Any transfer of the managing member’s or investor member’s interest in Borrower or removal and replacement of the Borrower’s managing member pursuant to the Operating Agreement shall not be considered a change in ownership under this Agreement.
In connection with any Disposition under paragraph (a) above or any transfer or other action addressed in Section 16(b)(ii) above other than a transfer of membership interests or removal and replacement of the Managing Member by the Investor Member or affiliate thereof

pursuant to the Operating Agreement, which, in either case, does not result in a termination of the Borrower for federal income tax purposes, in addition to the Authority, the Trustee shall be entitled to require the Borrower to cause an opinion of Qualified Bond Counsel to be delivered to it to the effect that the proposed transfer of the Project will not adversely affect the exclusion of interest on the Bonds from the federal gross income of the holders thereof.
Section 17. Burden and Benefit.
The Authority, the Trustee and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Borrower’s legal interest in the Land and the Project is rendered less valuable thereby. The Authority, the Trustee and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concern the Land by enhancing and increasing the enjoyment and use of the Land and the Project by Low-Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Bonds were issued.
Section 18. Remedies; Enforceability.
If a violation of any of the provisions hereof occurs or is attempted, the Authority and its successor and assigns, after expiration of any applicable cure period, may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation, or to compel specific performance hereunder. The provisions hereof are imposed upon and made applicable to the Land and shall run with the Land and shall be enforceable against the Borrower or any other person or entity that has or had an ownership interest in the Project at the time of such violation or attempted violation. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or similar breach or violation hereof at any later time or times. Notwithstanding anything to the contrary in this Agreement, with the exception of the obligations of the Borrower to the Authority and the Trustee set forth in Section 9 of this Agreement, the liability of the Borrower under this Agreement is and shall be limited solely to the interest of the Borrower in the Project, it being specifically understood and agreed that neither the Borrower nor the members of the Borrower, if any, shall have any personal liability with respect to the obligations of the Borrower set forth herein, and that any party seeking to enforce personal liability against the Borrower or the members of the Borrower, if any, shall look only to said interest of the Borrower for the satisfaction of such liability. The Authority and the Trustee agree that cure of any violation or default by any member of the Borrower shall be deemed to be a cure by the Borrower and shall be accepted on the same basis as if made by the Borrower.
Pursuant to Ad Valorem Tax Exemption, if the Borrower ceases to provide affordable housing as required under this Agreement and Section 26, as applicable, before the end of the ninety-nine (99) year Total Compliance Period, the Borrower will incur a penalty that is equal to one hundred percent (100%) of the total amount of Governmental Note financing multiplied by each year remaining in the Total Compliance Period from the year the Borrower ceased to provide affordable housing as required under this Agreement.

Section 19. Governing Law.
This Agreement shall be governed by the laws of the State, without regard to conflict of law provisions.
Section 20. Filing.
This Agreement shall be duly recorded in the Office of the Clerk of the Circuit Court for Osceola County, Florida, prior to the recording of the Mortgage.
Section 21. Amendments.
This Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties, and duly recorded in the Office of the Clerk of the Circuit Court for Osceola County, Florida. The Authority’s consent to any such amendment, revision or termination shall be given only in accordance with the Indenture.
Section 22. Notice.
Any written notice required or permitted to be given hereunder shall be given by
(i) personal delivery, (ii) registered or certified U.S. mail or (iii) registered expedited service at the addresses set forth below or at such other addresses as may be specified in writing by the parties hereto. Any such notice shall be deemed received on (i) the date of delivery, if given by personal delivery or by expedited delivery service, or (ii) upon the earlier of the third (3rd) business day after the date of mailing or upon actual receipt, if sent by registered U.S. mail.
To the Authority:	Osceola County Housing Finance Authority c/o Governmental Management Services 219 East Livingston Street
Orlando, FL 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: (407) 841-5524

With a copy to:	Latham Luna Eden & Beaudine, LLP 201 Orange Avenue, Suite 1400
Orlando, FL 32801
Attention: Jan A. Carpenter, Esq. Email: jcarpenter@lseblaw.com
The Trustee:	The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: 	
Email: 	@bnymellon.com Telephone: (904) 645-		

To the Compliance Monitoring Agent:

Seltzer Management Group, Inc. 17633 Ashley Drive
Panama City Beach, FL 32413 Attention: Keith Whitaker
Email: keith@seltzermanagement.com

The Borrower:	EC Crestwood, LLC
c/o Envolve Communities, LLC 880 Montclair Road, Suite 650
Birmingham, AL 35213 Attention: Mr. Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 954-4458
With a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, AL 36104
Attention: Walter H.C. McKay, Esq. Email: wmckay@balch.com Telephone: (334) 269-3140
and:	c/o Hunt Capital Partners, LLC 15910 Ventura Boulevard, Suite 1100
Encino, CA 91436

Nixon Peabody LLP
799 9th Street NW Suite 500,
Washington, DC 20001-5327 Attention: Matthew W. Mullen

Section 23. Severability.
If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. If the Ad Valorem Tax Exemption is repealed, the Ad Valorem Compliance Period may be terminated or modified by the Issuer, as applicable or otherwise provided by law.

Section 24. Multiple Counterparts.
This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original.
Section 25. Ad Valorem Tax Exemption.
Nothing herein shall impose any obligation, duty or agreement of or by the Issuer to seek, assist Borrower or otherwise approve an ad valorem tax exemption by the County. The Borrower agrees the County has the sole ability and responsibility to consider and grant an ad valorem tax exemption for the Project.
Section 26. Covenants and Restriction on Use of Property and Affordability Restrictions During Ad Valorem Compliance Period.
The Issuer and the Borrower hereby declare their understanding and intent that, during the Term of the Ad Valorem Compliance Period, the Project shall be operated as affordable housing in accordance with the Ad Valorem Tax Exemption. To that end, and to meet the requirements of the Issuer, and during the term of the Ad Valorem Compliance Period, the Borrower hereby represents, covenants and agrees as follows:
all covenants and restrictions of Section 3 and 4 are made, agreed and reimposed for the Ad Valorem Compliance Period, other than a change to the set-asides for affordability as follows:
that during the Ad Valorem Compliance Period, the units shall be set aside as follows:
all units (100%) within the Project shall be rented to households who shall have a household income less than or equal to one hundred and twenty percent (120%) of the Area Median Income (“Moderate-Income Set Aside Units”) for a period of sixty-nine (69) years (the “Ad Valorem Compliance Period”). The Ad Valorem Compliance Period, together with the Qualified Project Period shall have a term of ninety-nine (99) years (the “Total Compliance Period”).
All compliance requirements for Low-Income Tenants set forth in Sections 3 and 4 of this Agreement, shall, for the Ad Valorem Compliance Period, apply to Low-Income, 80% Low-Income and Moderate Low-Income Tenants.
Unless the provisions of this Section 26 are amended as permitted under Section 21 hereof and under the Bond Documents, the provisions of this Section shall remain in effect during the Term of this Agreement; provided, however, that after payment in full of the Loan and the redemption of the Bonds, the Borrower may be discharged from its obligations under this Section 26 and Section 3 and 4 hereof to the extent that the same are assumed by any successor in interest to the Borrower pursuant to Section 16 hereof. The Borrower expressly acknowledges that certain of the foregoing restrictions may survive the repayment of the Loan and redemption of the Bonds prior to the expiration of the Qualified Project Period (as defined herein).

Using the certification form attached hereto as Exhibit B, the Borrower shall annually, no later than the twenty-fifth (25th) day of the month following the end of the Project’s fiscal year, certify to the Issuer that, except as set forth in such certificate, the Borrower is in full compliance with all terms and conditions set forth in this Agreement and is not in default hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(Crestwood Apartments)

IN WITNESS WHEREOF, the Authority, the Trustee and the Borrower have executed this Agreement by duly authorized representatives, all as of the date first written hereinabove.
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

[SEAL]

ATTEST:

By:		 Duane Owen
Chairman

By:		 George S. Flint
Assistant Secretary	c/o Governmental Management Services 219 East Livingston Street
Orlando, FL 32801 Attention: George Flint
STATE OF FLORIDA	)
COUNTY OF OSCEOLA	)

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this    day of 	 2026, by Duane Owen and George S. Flint as Chairman and Assistant Secretary, respectively, of the Osceola County Housing
Finance Authority.
GIVEN under my hand and notarial seal this 	 day of 	 2026.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
	Personally known to me, or
	Produced identification:

(Type of Identification Produced)

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(Crestwood Apartments)

Witnesses:

Print Name:	 Address:	

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	 Name:	 Title:	

Print Name:	 Address:	

STATE OF FLORIDA	)
COUNTY OF DUVAL	)
The foregoing instrument was acknowledged before me by means of ☐ physical presence or	☐ online	notarization,	this			day	of			2026,	by
	 as 	 of The Bank of New York Mellon
Trust Company, N.A.
GIVEN under my hand and notarial seal this 	 day of 	 2026.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
	Personally known to me, or
	Produced identification:

(Type of Identification Produced)

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(Crestwood Apartments)

Witnesses:

Print Name:	 Address:	

Print Name:	 Address:	

BORROWER:
EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By:	LRC GP, LLC, a Delaware limited liability company, its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole Member

STATE OF FLORIDA		) COUNTY OF 		)

By:	
Ty Tyson
Chief Investment Officer

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this     day of 	 2026, by Envolve Communities, LLC, a Delaware limited liability company, sole Member of LRC GP, LLC, a Delaware limited
liability company, sole Member of EC Crestwood MM, LLC, a Florida limited liability company, Managing Member of EC Crestwood, LLC.
GIVEN under my hand and notarial seal this 	 day of 	 2026.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
	Personally known to me, or
	Produced identification:

(Type of Identification Produced)

EXHIBIT A LEGAL DESCRIPTION

EXHIBIT B
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
WITNESSETH that on this     day of 	,  , the undersigned, having borrowed certain funds from the Osceola County Housing Finance Authority (the “Authority”) for the purpose of financing the cost of acquisition and rehabilitation of Crestwood Apartments, a multifamily rental housing project located in Osceola County, Florida (the “Project”), does hereby certify (i) that such Project is in continuing compliance with the Land Use Restriction Agreement, dated as of February 1, 2026 (herein, the “Land Use Restriction Agreement”), executed by the undersigned and filed in the official public records of Osceola County, Florida (including the requirement that all units be and remain rental units); (ii) that an Income Certification has been submitted for each new tenant in such Project since the filing of the last such certification and that the same are true and correct to the best of the undersigned’s knowledge and belief, and (iii) that no default has occurred under the Land Use Restriction Agreement or if such a default has occurred the Borrower has advised the Authority of such default and has described the steps which it has taken or proposed to take to correct such default. As of the date of this Certificate, the following percentages of residential units in the Project are occupied by Low-Income Tenants (as such term is defined in the Land Use Restriction Agreement), Non-Revenue Units, Vacant Units, 80% Low-Income Tenants and Moderate Low-Income Tenants:
Total number of units available for occupancy as of 	, 	
	Percentage		Number	
Low-Income Tenants		%		 		
Non-Revenue Units		%		 		
Vacant Units		%		 		
80% Low-Income Tenants		%		 		
Moderate Low-Income Tenants		%		 		

TOTAL	100%		
EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Manager
By: LRC GP, LLC, a Delaware limited liability company, its Manager
By: Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:	 Name:	 Title:	

EXHIBIT C
FORM OF INCOME CERTIFICATION
[attached]

Section D

Freddie Mac Loan Number: 512288593 Property Name: Crestwood Apartments

Prepared by, and after recording return to:

Daniel J. Nunez, Esquire Ballard Spahr LLP
1909 K Street NW, 12th Floor Washington, DC 20006

ASSIGNMENT OF SECURITY INSTRUMENT

(Revised 4-10-2019)

FOR VALUABLE CONSIDERATION, the Osceola County Housing Finance Authority, a public body corporate and politic duly organized and existing under the laws of the State of Florida (“Assignor”), having its principal place of business at is 219 East Livingston Street, Orlando, Florida 32801, hereby assigns, grants, sells and transfers to The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States (“Assignee”), having its principal place of business at 4655 Salisbury Road, Suite 300, Jacksonville, Florida 32256, and Assignee’s successors, transferees and assigns forever, all of the right, title and interest of Assignor in and to the Multifamily Mortgage, Assignment of Rents and Security Agreement, dated [CONVERSION DATE], entered into by EC Crestwood, LLC (“Borrower”) for the benefit of Assignor, securing an indebtedness of Borrower to Assignor in the principal amount of $[	] previously recorded in the land records of Osceola County, Florida at [		] (“Security Instrument”), which indebtedness is secured by the property described in Exhibit A attached to this Assignment and incorporated into it by this reference.
Together with the Note or other obligation described in the Security Instrument and all obligations secured by the Instrument now or in the future.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

#4910-6537-4086 v1

IN WITNESS WHEREOF, Assignor has executed this Assignment on 	, 20 , to be effective as of the effective date of the Security Instrument.

ASSIGNOR:

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:	 Name: 	 Title: 	

ACKNOWLEDGMENT

STATE OF 		)
) ss.
COUNTY OF 		)

I, 	, a Notary Public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that 		, the   
	 of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly organized and existing under the laws of the State of Florida, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and severally acknowledged that s/he signed and delivered the said instrument as the free and voluntary act and deed, for the uses and purposes therein set forth.
Given under my hand and official seal this 	 day of 	, 20  .

Notary Public
[SEAL]

EXHIBIT A

DESCRIPTION OF THE PROPERTY

Section E

ISSUER LOAN AGREEMENT

(Crestwood Apartments / Multifamily Bonds)

THIS ISSUER LOAN AGREEMENT (this “Agreement”) is made as of February 1, 2026, by and among OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created and existing under the laws of the State of Florida (“Issuer”), SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Issuer Servicer”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”), and EC CRESTWOOD, LLC., a Florida limited liability company (the “Borrower”).

W I T N E S S E T H :

WHEREAS, all capitalized terms in this Agreement not otherwise defined shall have the meanings set forth in the Loan Agreement (hereinafter defined) and the Indenture (hereinafter defined); and

WHEREAS, all capitalized terms in this Agreement not otherwise defined herein shall have the meanings set forth in the Land Use Restriction Agreement, the Indenture and/or the Loan Agreement (as such terms are hereinafter defined), as applicable; and

WHEREAS, pursuant to the Act, the Issuer and Borrower have entered into that certain Loan pursuant to the terms of the Loan Agreement between Issuer and Borrower dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY-SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower to
finance the acquisition and rehabilitation of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, St. Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and
WHEREAS, in order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

WHEREAS, as a condition to Issuer making the Loan to Borrower and pursuant to the requirements of the Loan and the Indenture, Issuer, the Trustee and Borrower have executed a Land Use Restriction Agreement dated as of February 1, 2026 (the "Land Use Restriction

Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located; and
WHEREAS, the Issuer Servicer has represented and warranted that it is duly qualified and authorized to engage in the business of administering loans of the type of the Bond Loan referred to herein and the Issuer Servicer has further represented and warranted that, if applicable, its accounts and deposits are and will continue to be deposited with a financial institution eligible to be insured by the Federal Deposit Insurance Corporation ("FDIC"); and

WHEREAS, the Issuer Servicer shall act as agent of Issuer in performing certain functions under the Bond Documents, and shall manage and service the Bond Loan, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS. Unless otherwise expressly provided herein or unless the context clearly requires otherwise, the following terms shall have the respective meanings set forth below for all purposes of this Agreement. In addition, the capitalized words and terms used herein which are not otherwise defined herein shall have the same meanings ascribed to them in the Loan Agreement and the Indenture:

“Acceptable Depository Account” -- An account within any Federal Reserve Bank, Federal Home Loan Bank or any other depository institution wherein the account is insured by the Federal Deposit Insurance Corporation, National Credit Union Share Insurance Fund or such other governmental insurer or guarantor as may be acceptable to Issuer and, where applicable the Borrower. If the account balance exceeds the maximum insurable limit, the depository institution must (a) fully secure any excess by a collateral pledge of Governmental Obligations, or (b) transfer an amount to another Acceptable Depository Account such that the account balances do not exceed the maximum insurable limits. The account shall be interest-bearing, unless the Borrower submits a written request to the Issuer Servicer to the contrary. Funds must be withdrawable on demand, without prior notice or early withdrawal penalty. Accounts that limit the number of withdrawals may be maintained; however, the Issuer Servicer is responsible for any resulting fees or penalties.

“Agreement” -- This Issuer Loan Agreement, as from time to time amended, modified or supplemented.
“Bond Documents” -- Shall have the meaning given to the term “Documents” in the Indenture.

Reserved.

“Budget” -- The proposed budget for the Improvements which is attached hereto as Exhibit “B” and by this reference made a part hereof, which contains a construction/rehabilitation schedule of the Improvements, as may be amended in accordance with the terms hereof.
“Completion Date” –December 31, 2027, unless extended with the prior written approval of Issuer and the Lender, which approval shall not be unreasonably withheld, or otherwise extended in accordance with the Bond Documents.
“Construction Contract” -- That Certain Standard Form of Agreement Between Owner and Contractor, dated as of December 11, 2025, and any and all addendums, riders or modifications thereto.
“Contractor” – Whitestone Construction Group, LLC., a Delaware limited liability company, whose address is 1800 Pembrook Drive, Suite 190, Orlando, Florida 32810, and any successor general contractor approved by Issuer in writing.
“Cost of the Improvements” -- All direct and indirect costs, including interest costs, required to be expended by the Borrower to comply with requirements of this Agreement, specifically including items set forth in the Budget. The Cost of the Improvements shall include the reasonable cost of labor and materials actually expended or incurred by the Borrower and incorporated in the Improvements on the Land, as well as interest costs and issuance costs and fees associated with the closing of the Bond Loan and the issuance of the Bonds (ex-cluding fees and profit of the Borrower), and include materials stored on the Land.
“Developer” – Envolve Community Management, LLC., an Alabama limited liability company, authorized to transact business in the state of Florida, whose mailing address is 4121 Carmichael Road, Suite 200, Montgomery, Alabama 36106.
“Eligible Depository” -- Any Federal Reserve Bank, Federal Home Loan Bank or any other deposit institution that:
has its accounts insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or such other governmental insurer or guarantor as may be acceptable to Issuer and, where applicable, the Borrower; and

is rated as “well capitalized” by its applicable federal or state regulator or, if not rated by a federal or state regulator, satisfies the capital requirements that would apply for categorization as “well capitalized” under federal or state regulations; and
[For depository institutions with assets $20 billion or more] The institution must have a financial rating that meets or exceeds only one (1) of the following criteria if rated only by S&P or only

by Moody’s; however, if rated by both, then it must satisfy both items (a) and (b) below:

a short-term issuer rating by S&P or “A-2” and a long-term issuer rating of “BBB” by S&P;
a short-term bank deposit rating by Moody’s of “P-3” and a long-term bank deposit rating of “Baa2” by Moody’s;
satisfies any other standard determined by Issuer, provided that such other standard is comparable to the rating requirements set forth above; or
[For depository institutions with assets of less than $20 billion] The institution must meet (a), (b) or (c) above or it must meet or exceed one (1) of the following criteria:

a financial rating of 175 by IDC Financial Publishing, Inc.;
a financial rating of C+ by LACE Financial Corporation; or

When determining the eligibility of a depository institution, the Issuer Servicer must use the most recent financial ratings and must subsequently re-check these ratings quarterly. If a depository no longer satisfies the requirements for an Eligible Depository, the Issuer Servicer must transfer the account to an Eligible Depository within 30 days after learning that the depository institution is unacceptable.

“Environmental Indemnity” -- That certain Environmental Indemnity dated as of February 1, 2026, from the Borrower, EC Crestwood MM, LLC., a Florida limited liability company, LRC GP, LLC., a Delaware limited liability company, Envolve Communities, LLC, a Delaware limited liability company, Envolve Community Management, LLC., an Alabama limited liability company, authorized to transact business in the state of Florida and W. Daniels Hughes, Jr., individually, to Issuer.
“Events of Default” -- Those events of default as defined in Section 18 of this Agreement.
“Issuer Documents” -- Collectively, this Agreement, the Bond Loan Note, the Loan Agreement, the Land Use Restriction Agreement and the Indenture and all other documents, agreements and instruments evidencing, securing, guaranteeing the payment of or otherwise relating to the Bond Loan, or any portion thereof, as each such document, agreement or instrument may be amended, supplemented or restated from time to time.

“Force Majeure” -- An act of God, strikes, lockouts, act of public enemy, lightning, fire, storm, flood, or any other cause of delay beyond the reasonable control of the party claiming the applicability of the Force Majeure doctrine (financial inability excepted).

[intentionally omitted].

“Governmental Obligations” -- Any part of an obligation evidenced by any bond, note, debenture, or other evidence of indebtedness issued by any governmental unit specified in Section 3(a)(2) of the Securities Act of 1933.

“Guarantees” -- That certain Absolute and Unconditional Guaranty of Completion, that certain Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, and that certain Continuing, Absolute and Unconditional Guaranty of Operating Deficits, all dated as of February 1, 2026, from the guarantors named therein, in favor of Issuer.
“Improvements” -- All improvements described in the Plans for the Property (as defined herein) and all additions and equipment reasonably necessary to construct, equip, renovate, operate and rent the Property, including all amenities. Without limiting the foregoing, the term Improvements shall include all landscaping, walls, drives, approaches, sidewalks, curbs, paving and all chattels, furniture, furnishings and equipment described in the Plans.

“Inspecting Engineer” – Any inspecting engineer or architect acceptable to Issuer from time to time in its sole discretion, the costs of which shall be paid by the Borrower.

“Investor Member” – Hunt Capital Partners Tax Credit Fund 52, LP, a Delaware limited partnership.
“Land” -- The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof.

“Land Use Restriction Agreement” -- The Land Use Restriction Agreement, dated as of February 1, 2026, by and among Issuer, the Trustee and the Borrower.
“Lender” means M1 Bank, National Association, a national banking association, and its successors and assigns, including Freddie Mac.

“Lender Loan” means, the Lender Mortgage Loan made by the Lender to the Borrower in the original principal amount of $26,000,000 and evidenced by the Lender Mortgage Note and secured by the Mortgage Lender Mortgage, as each such document, agreement or instrument may be amended, supplemented or restated from time to time, to reflect the permanent loan.

“Lender Loan Documents” means, collectively, the Lender’s Mortgage Note, the Lender Mortgage, the Multifamily Loan and Security Agreement, and all other documents, agreements and instruments evidencing, securing or otherwise relating to the Lender Loan, as each such document, agreement or instrument may be amended, supplemented or restated from time to time. Neither the Loan Agreement nor the Regulatory Agreement is a Lender Loan Document.

“Operating Agreement” – The Amended and Restated Operating Agreement dated as of February 1, 2026, among Managing Member, Federal Investor Member, Obsidio Durum, LLC, a Delaware limited liability company (the “HCP Special Member”) and Envolve Communities, LLC, a Delaware limited liability company, as the withdrawing limited member, as may be amended from time to time.

“Plans” -- The final scope of work for the Improvements heretofore approved by Issuer and the Inspecting Engineer or their respective agents together with any and all amendments and modifications thereto made with the approval of Issuer or its agent or otherwise in accordance with the terms hereof.
“Permitted Encumbrances” - As used in this Agreement, the term “Permitted Encumbrances” shall mean (a) liens and security interests granted pursuant to the Lender Loan Documents, (b) the items on Schedule B of the Title Insurance Policy, (c) customary easements entered into by Borrower in connection with the Improvements which have been reviewed and approved in writing by Lender, (d) documents required to be recorded by applicable legal requirements which have been reviewed and approved in writing by Lender, and (e) subordinate liens approved by Issuer.

“Property” -- The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof, and the Improvements.
“Title Insurance Policy” -- Policy issued pursuant to Fidelity National Title Insurance Company Issuing Office Commitment Number: 12571282, dated July 10, 2025, and all endorsements issued as required by this Agreement as of the date of reference.

Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof.

The terms and phrases used in the recitals of this Agreement have been included for convenience of reference only and the meaning, construction and interpretation of all such terms and phrases for purposes of this Agreement shall be determined by references to this Section 1. The titles and headings of the sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent shall arise.
TERM. This Agreement shall continue from the earlier of the date of this Agreement or from the date the Issuer Servicer shall begin servicing the Bond Loan for Issuer until occurrence of the first of the following events:

The Bond Loan shall be paid in full, the Bonds redeemed and the Qualified Project Period (as defined in the Land Use Restriction Agreement) shall have expired.

The Loan shall be foreclosed in accordance with the Bond Documents or the Property encumbered by the Loan shall be acquired by the Trustee without foreclosure.
Termination of this Agreement as to the Issuer Servicer only, with or without cause, pursuant to Section 16 hereof.

Assignment of all right, title and interest of Issuer to a third party (other than pursuant to the Indenture) which terminates the interests of Issuer to this Agreement.
SERVICING. The Issuer Servicer shall service the Loan through maturity in accordance with all of the representations, warranties and agreements set forth in this Agreement. The Issuer Servicer shall exercise the same degree of care, skill, prudence and diligence in servicing the Loan as is the customary and usual practice of prudent financial institutions, which service real property loans for their own portfolios and on behalf of others. Notwithstanding anything in this Section 3 or this Agreement to the contrary, the Lender will service the Lender Mortgage, but the Issuer Servicer shall notify Issuer in writing of any defaults under the Loan of which the Issuer Servicer becomes aware.
CONSTRUCTION/REHABILITATION LOAN SERVICING. The Issuer
Servicer shall not be responsible for monitoring the progress of the construction/rehabilitation work, but shall establish servicing files for the Property that shall contain copies of all documents and reports pertaining to the Property. The Issuer Servicer shall maintain the files until such time as the Bond Loan has been paid in full, unless otherwise directed in writing by Issuer.
Upon request by Issuer, perform an analysis of disbursements from any escrow account.
Obtain copies of all insurance policies and ensure that Issuer is named as loss payee, mortgagee, and/or additional insured, as applicable. Track the renewal or anniversary premium payment dates of all insurance policies. Notify Issuer, in writing, of any potential coverage lapses 60 days prior to policy termination, and of any coverage lapses, policy terminations or expirations.
In the event that the Trustee, as assignee of Issuer, forecloses on the Property, the Issuer Servicer shall provide documents and other information in its files regarding the Property and testify on the Trustee’s behalf in any applicable foreclosure proceeding. If the Issuer Servicer is requested to provide additional services related to the foreclosure, the payment for such services shall be negotiated and agreed to prior to proceeding but shall not be in excess of the hourly rates for extraordinary services as set forth in Section 7 herein.

Upon completion of the Improvements, the Issuer Servicer shall provide Issuer with the Architect’s Certificate of Substantial Completion or similar

evidence of completion acceptable to the Issuer Servicer, upon request for such information from the Borrower.

PERMANENT LOAN SERVICING. The Issuer Servicer shall perform servicing of the Bond Loan as follows::
Establish separate Bond Loan servicing files for the Property, which shall contain copies of all closing documents pertaining to the Property. The Issuer Servicer shall maintain the files until such time as the Bond Loan has been paid in full, plus three years, in accordance with all applicable federal and state laws unless otherwise directed, in writing, by Issuer through its duly authorized representative, as approved by the Issuer Board of Directors.
The Issuer Servicer shall ensure that at all times during the existence of the Bond Loan, all buildings and improvements making up the Property are insured as required by the Bond Documents, for the benefit of Issuer against loss or damage by fire and from such other insurable risks and hazards, all as more specifically set forth in the Bond Documents. In the event the Borrower fails to maintain such insurance in full force and effect, and upon the written authorization of Issuer, such insurance shall be maintained by the Issuer Servicer, subject to payment by Issuer, which shall advance necessary Bond Loan funds to the Issuer Servicer, upon request from the Issuer Servicer. The Issuer Servicer shall retain and safely store, service and continually maintain all such policies and documents related thereto as required herein.

ADVANCES DURING CONSTRUCTION AND REHABILITATION.

Servicer:

Requests for an Advance are to be submitted to the Lender and the Issuer

Issuer Servicer shall maintain all Requests for Advances in the form

as provided for in the Indenture (together with such other information or documentation required by the Lender)
Non-Acceptance of Work. It is specifically understood and agreed that the acceptance or receipt Request for Advance or Advances, or part of any Advance, shall not be construed as an approval or acceptance by Issuer, the Issuer Servicer and the Trustee of the work theretofore done.
Notice, Frequency and Place of Disbursements. Each Request for Advance shall be submitted to the Lender, Issuer and the Issuer Servicer at least seven (7) business days prior to the date of the requested Advance; disbursements shall be made no more frequently than monthly by the Lender or at such other time as Lender may agree. The provisions of this Paragraph shall not restrict the ability of the Trustee to make interest payments or transfer funds in accordance with the Indenture.

Advances to the Contractor. If an Event of Default has occurred and is continuing and all applicable cure periods have expired, the Trustee (in accordance with the Loan Agreement and all requirements in the Loan Agreement and Indenture), may make any or all Advances for construction/rehabilitation expenses directly to the Contractor for deposit in an appropriately designated special bank account and the execution of this Agreement by the Borrower shall, and hereby does, constitute an irrevocable authorization so to Advance the proceeds of the Bond Loan, subject, however, to the applicable provisions of this Agreement. No further authorization from the Borrower shall be necessary to warrant such direct Advances to Contractor and all such Advances, made in accordance with the Bond Documents and the Subordination Agreement shall satisfy pro tanto the obligations of Issuer and the Trustee hereunder and shall be secured by the Lender Loan Documents as fully as if made directly to the Borrower.

Conditions to Advances. All Advances or parts of Advances including the initial Advance will be made subject to the approval of the Lender and the Issuer Servicer and to the following conditions precedent as to each Advance (each of which the Borrower covenants to fulfill), satisfaction of which shall be evidenced by the Issuer Servicer’s and Lender’s approval:
That the Borrower has fully complied with all of the provisions of the Bond Documents and is entitled to such Advance, it being understood that the making of any Advance or portion thereof when the Borrower is not so entitled will not constitute waiver of such compliance and that no event has occurred and is continuing which constitutes a "Default" or an "Event of Default" under any Bond Document.

[Intentionally Omitted.]
That the Improvements rehabilitated through the date of the Request for Advance have been rehabilitated in substantial accordance with the Plans and all legal requirements, and that the Inspecting Engineer has made an inspection of and approves the work completed as represented in the current Request for Advance.

That Borrower, or its designee, has furnished the Issuer Servicer with an affidavit executed by an authorized representative of the Borrower or its agent as to whether or not the Borrower has been served with written notice that a lien may be claimed for any amounts unpaid for materials furnished or labor performed by any person, firm, entity or corporation furnishing materials or performing labor of any kind in the construction/rehabilitation or installation of any of the Improvements. The date and manner of service shall be stated in such affidavit and a true and correct copy of each such notice shall be attached to the affidavit.

That the Borrower has procured or will procure verified and proper mechanic's lien waivers and receipted bills or receipts from the Contractor, any subcontractor or materialmen in a form reasonably satisfactory to Issuer, the Issuer Servicer, showing payment of all parties who have furnished materials or performed labor of any kind pertaining to the construction/rehabilitation or installation of any of the Improvements, except for claims bonded off, insured over or being contested under the terms of the Loan, through the date of the previous disbursement. Issuer, the Trustee, and the Issuer Servicer shall not be required nor be responsible to ascertain that any such bills are, in fact, paid. In the event a lien has been filed against the Land,

the Issuer Servicer shall require such lien to be satisfied or bonded before approving a Request for Advance.

Final Hard Cost Draw Request.  When the Improvements have been completed and prior to the release of the final hard cost payment and/or the release of Retainage then held by the Issuer Servicer, Borrower shall supply Issuer and the Issuer Servicer with the following documents, if requested by the Issuer Servicer, in addition to satisfying all of the conditions and supplying all of the documents required under Section 6:

Certificates from the Inspector and the Architect and/or engineer that the Improvements have been completed in accordance with the Plans, in a good and workmanlike manner, and in accordance with all laws, ordinances, rules and regulations of all governmental authorities having, or purporting to have, jurisdiction over the Property;

A  certificate  from  Borrower  stating  the  total  Cost  of  the
Improvements;

A photocopy of an executed final certificate of occupancy and/or completion certificate, as applicable, issued by the appropriate official of the jurisdiction in which the Property is located, and any other governmental certificates necessary to evidence that the completed Improvements comply with all zoning and land use ordinances and building regulations;

Intentionally deleted for this rehabilitation development

Contractor's and Owner's Final Affidavit as to payment and release of liens for all lienors named therein, and a final release of mechanics' liens executed by the Contractor and each subcontractor giving Statutory Notice to Owner in form and substance reasonably satisfactory to Issuer and the Title Company;

Policies of fire, lightning and extended coverage insurance, and such other types of insurance as may be required by Issuer and the Lender in such amounts and containing such terms as required in the Bond Documents and Lender Loan Documents, but which shall, in any case, include such insurance coverage sufficient to meet the standards required by Freddie Mac, if the Issuer Servicer were servicing mortgage loans for Freddie Mac, endorsed to show the interest of Issuer and the Trustee and in form and substance and written by companies satisfactory to Issuer and the Lender;

An endorsement to the Title Insurance Policy updating the Title Insurance Policy to the Completion Date, increasing the insurance coverage to the full amount of the Bond Loan and containing no additional exceptions not previously approved by Issuer;

A complete set of signed and sealed "as built" Plans, if requested;

An affidavit from the Borrower and the Borrower's property manager which indicates that the management agreement between said parties, delivered to and

approved by Issuer, is in full force and effect and that neither of the parties thereto is in default thereunder; and

All other instruments and documents required by Issuer or the Issuer
Servicer.

COMPENSATION OF THE ISSUER SERVICER. The Borrower shall provide compensation to the Trustee (unless otherwise specified herein) for payment to the Issuer Servicer for the services rendered by the Issuer Servicer hereunder in accordance with the following provisions:
Servicing Fees. The Borrower shall pay the Issuer Servicer fees, which
include:

Compensation payable to the Issuer Servicer for construction servicing shall be paid directly by the Borrower to the Issuer Servicer in the following amounts:

an in-house review fee of $216 per hour for services rendered during the construction/rehabilitation of the Property.

(c)  An additional fee of $216 per hour shall be paid by Borrower for extraordinary construction servicing services.
Compensation payable to the Issuer Servicer for compliance monitoring and permanent loan servicing (permanent loan servicing shall only be charged if the Bond Loan is not repaid in full at time of project completion) shall be paid and deposited by the Borrower with the Trustee on the semi-annual dates established in the Loan Agreement, in the following amounts:

For compliance monitoring, Borrower shall pay a semi-annual amount based on a monthly base compliance monitoring fee of $198 plus an additional annual $12.21 per set-aside unit, with a minimum monthly compliance monitoring fee of $311. On January 1 of each year, the base fee, the minimum fee and the additional fee per set-aside unit shall be adjusted, but not decreased, based on the South Region Consumer Price Index for the twelve month period ending each November 30th. This automatic increase shall not exceed 3% of the prior year's fees.

An additional fee of $216 per hour shall be paid by Borrower for follow-up reviews and/or extraordinary compliance monitoring services.

For permanent loan servicing, A fee of $216 per hour shall be paid by Borrower for permanent loan servicing services.

As provided in the Compliance Monitoring Agreement, when the Bonds are redeemed, defeased or otherwise mature and the Bond Loan is paid in full prior to the end of the Property's Qualified Project Period, (as defined in the Land Use Restriction Agreement) the Borrower shall pay to Issuer (or the Issuer Servicer, if so directed by Issuer) the full amount of the compliance monitoring fees due under this Agreement for payment of all compliance monitoring services for the Property through the end of the Qualified Project Period (based on the fee schedule in effect at the time the fee is to be paid by the Borrower to Issuer). Issuer shall make payment to the Compliance Monitoring Agent for services rendered by the Compliance Monitoring Agent based on the fee schedule in effect at the time the fee is to be paid by the Borrower to Issuer.

When the Bonds are redeemed, defeased or otherwise mature and the Loan is satisfied, the annual compensation of the Issuer Servicer for permanent loan servicing shall terminate. In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the program(s), as may be amended from time to time, and as reasonably determined by Issuer, the Borrower agrees to pay the Issuer Servicer increased fees for compliance monitoring and/or loan servicing if the scope of work is expanded due to any regulatory changes.

Any fees not paid by the Borrower may be paid by the Trustee from amounts available under the Indenture for such purpose or collected pursuant to the Guarantees unless Borrower gives Trustee notice that such fees are disputed.

Fees for compliance monitoring services shall be paid as provided herein and in the Compliance Monitoring Agreement.

Any fees not paid by the Borrower may be deducted from a subsequent Request for Advance.

BUILDER’S RISK AND HAZARD INSURANCE. The Issuer Servicer shall see to it that at all times during the term of the Bond Loan, all buildings and improvements making up the Property are insured, under standard mortgagee clauses, for the benefit of the Trustee and Issuer against loss or damage by fire and from such other insurable risks and hazards, all as more specifically set forth in the Lender Loan Documents and Loan Agreement. Subject to the applicable provisions of the Loan Agreement, fire insurance and extended coverage shall be in an amount at least equal to the full replacement value of the Property less applicable deductibles. Subject to the applicable provisions of the Loan Agreement, in the event of the failure by the Borrower to maintain such insurance in full force and effect, and upon the written authorization of Issuer, such insurance shall be maintained by the Issuer Servicer, subject to payment by the Trustee, which shall advance necessary funds (from amounts available for such purposes pursuant to the Indenture) to the Issuer Servicer, upon request from the Issuer Servicer. Borrower will deliver to the Issuer Servicer a legible copy of each insurance policy within thirty (30) days after Closing, and Borrower will promptly deliver to the Issuer Servicer a copy of all renewal and other notices received by Borrower with respect to the policies. The Issuer Servicer shall retain and safely store, service and continually maintain all such policies and documents related thereto as are required by this Paragraph. All insurance coverage maintained pursuant to this Paragraph shall be without contribution by the Trustee and shall be issued by insurance companies having a general policyholder’s rating and financial rating acceptable to Issuer.

Notwithstanding anything in this Agreement or the other Bond Documents, the following provisions apply during the term of the Bond Loan. Borrower shall, at all times, comply with the Florida Housing Finance Corporation Insurance Guide. Furthermore, for so long as the Bond Loan remains outstanding, the insurance requirements imposed by Lender Mortgage or the Lender shall apply, and such policy or policies of insurance shall include Issuer as an additional insured, making all loss or losses under such policy or policies payable to Issuer as its interest may appear (subject to the rights of the Lender Mortgage or the Lender, as applicable). For so long as Lender Loan remains outstanding, in the event of a conflict between the requirements for insurance hereunder and the Lender’s insurance requirements (as to amounts and types of coverages, deductibles and special endorsements), the provisions of the insurance requirements imposed by Lender pursuant to the Lender Loan Documents, and the disbursement of any insurance process shall be governed by Section 5.13 of the Loan Agreement.
[Reserved]

INSURANCE TO BE MAINTAINED BY THE ISSUER SERVICER.  The
Issuer Servicer shall maintain at all times during the existence of this Agreement, at its own expense, blanket fidelity insurance and errors and omissions insurance covering the Issuer Servicer’s officers and employees and other persons acting on behalf of the Issuer Servicer relating to the Issuer Servicer’s performance of this Agreement. The amount of coverage of such policies shall be at least equal to the coverage that would be required by Freddie Mac, with respect to the Issuer Servicer if the Issuer Servicer were servicing mortgage loans for Freddie Mac relating to the Issuer Servicer’s performance of its obligations under this Agreement. All such policies of insurance shall be issued by an insurance company, with coverage satisfactory to Issuer and the Issuer Servicer and shall name Issuer and the Trustee as the insured under said policies. All premiums for such insurance shall be paid by the Issuer Servicer at its own expense as a cost of doing business.

NOTIFICATION TO THE TRUSTEE. The Issuer Servicer shall promptly notify Issuer, the Borrower, and the Trustee of any of the following which may come to the attention of the Issuer Servicer with respect to the Loan:

Any failure of the Borrower to perform any covenant or obligation, applicable to it, under the Bond Documents (of which the Issuer Servicer has knowledge) if such failure continues for a period of fifteen (15) days, or lesser period, if so provided in any Bond Document.
Abandonment of the Property.

Any lack of repair or the deterioration or waste suffered or committed in respect to the Property.
Any other matter which would adversely or materially affect or result in diminution of value of the security described herein and in the Lender Loan Documents.

Any loss or damage by fire or any hazard to the Property requiring repairs costing in excess of FIFTEEN THOUSAND AND 00/100 ($15,000.00) DOLLARS to restore the Property of its condition prior to such loss or damage.

Achievement of rent stabilization and 90% occupancy.
DEFAULT OF BORROWER. The Issuer Servicer shall not at any time, without the express written consent of Issuer and the Trustee, and with respect to any matters related to the Bond Documents, as defined in the Indenture, consent to a postponement of compliance on the part of the Borrower with any of the terms and provisions of the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, or this Agreement, or in any manner grant an extension or waiver to the Borrower, subject to the applicable provisions of the Indenture and Loan Agreement. In the event of an Event of Default under the Bond Documents, that has not been cured within the applicable cure period, the Issuer Servicer shall only act at the written direction given to it in accordance with the Bond Documents, each as defined in the Loan Agreement.

REPRESENTATIONS OF THE ISSUER SERVICER.

The Issuer Servicer covenants, warrants and represents to the Trustee, Issuer and the Borrower as follows:
It is a duly organized corporation under the laws of the State of Florida, and is in good standing; that it is authorized to execute, deliver and perform this Agreement and all other documents and agreement required hereunder, and in so doing, that it will not violate any law, any provision of its charter or bylaws or any other agreement of instrument binding upon it.
The Issuer Servicer shall comply with all applicable laws and the provisions of the Bond Documents.
The Issuer Servicer shall cause any funds advanced to the Issuer Servicer by the Trustee under this Agreement to be deposited with a financial institution the deposits of which are insured by FDIC or by any successor agency or instrumentality of the United States government; and will cause such financial institution to designate said funds as escrow funds for the benefit of the Trustee; and will cause such financial institution of execute an agreement providing that it will not exercise any powers of right of offset or banker’s lien against such escrow funds.

The Issuer Servicer hereby waives and releases any lien or encumbrances which it might at any time have or be able to claim against any property or funds held by the Trustee or Issuer, except monies on deposit in the Administrative Expense Account (or similar account under the Indenture) and available for such payment under the Indenture.
BORROWER’S REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to Issuer, the Trustee and the Issuer Servicer as follows:

Valid Existence. That it is a duly organized and validly existing limited partnership in good standing under the laws of the State of Florida, with full power and authority to consummate the transactions contemplated hereby.

Unencumbered Land. That the Borrower holds a fee simple interest in the Land and has full power and lawful right to mortgage the same, and that the Land is free and clear of all encumbrances, except for current taxes and assessments which are not yet due and payable, and the other Permitted Encumbrances as defined in the Lender Mortgage.
No Mechanic’s Liens. That no materials of any kind have been placed on the Land by anyone, and no work or labor has been performed thereon that has not been paid for; there are no unpaid bills for labor, materials, supplies or services furnished upon the Land; and no notice of commencement or claim of lien affecting the Land or the Improvements has been filed in the public records of the County which has not been provided to and approved by Issuer, and no such notice of commencement or claim of lien will be so filed prior to the recording of the Lender Mortgage. The Borrower covenants, however, that it will, immediately upon notification of recordation of the Lender Mortgage, cause to be executed and filed of record among the public records of the County, a notice of commencement, as required by Chapter 713, Florida Statutes, as amended, and a certified copy thereof to be posted on the Land and to remain so posted during the period of construction/rehabilitation, all in accordance with the applicable provisions of Chapter 713, Florida Statutes, as amended.

Plans Approved. By the date of commencement of construction/ rehabilitation, the Plans shall have been approved by the Lender, the Issuer Servicer and the Inspecting Engineer on behalf of Issuer, and to the extent required by applicable law or any effective restrictive covenant, by all governmental authorities having jurisdiction there over and the beneficiary of any such covenant, respectively.

Utilities.	That all utilities services necessary for the construction/rehabilitation of the Improvements and the operation thereof for their intended purpose, are or will be available prior to commencement of construction/rehabilitation for the use of the Borrower at the Land, including water supply, storm and sanitary sewer facilities, electric, and telephone services.

Access. That adequate vehicular, pedestrian and utility access for reasonably direct ingress, egress and service, to and from the Land from publicly owned and maintained paved roadways are or will be available when needed at the Land.

Licenses and Permits. That all necessary licenses and permits will be obtained as soon as each is reasonably obtainable so as to permit the construction/rehabilitation and completion of the Improvements, and operation of the Development.

Labor and Materials. That all labor and materials contracted for or utilized in connection with the construction/rehabilitation of the Improvements shall be used and employed solely on the Land and in said construction/rehabilitation and shall be substantially in accordance with the Plans.

Monies in Trust. That the monies disbursed under this Agreement shall constitute a trust fund and shall be used solely for the payment of the Cost of the Improvements and for no other purpose, unless another use is specifically provided for in this Agreement or another Bond Document or is consented to in writing by Issuer and Trustee prior to any such usage.

No Suits Pending. Except for actions, suits or proceedings which have been specifically disclosed to and approved by Issuer in writing, there are no actions, suits or proceedings before or by any court or governmental authority, pending or affecting, or to Borrower’s knowledge, threatened against the Borrower or the Property which, if determined adversely to the Borrower or the Property, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Borrower or the Property, or which may prevent or interfere with or adversely affect the Borrower entering into the Bond Documents, or the Borrower’s ability to perform its obligations under the Bond Documents, or involving the validity of the Bond Documents, and, to the Borrower's knowledge, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority.
No Violation of Agreements. That the consummation of the transactions hereby contemplated and performance of this Agreement and the Loan will not result in any breach of, or constitute default under, any mortgage, lease, bank loan or credit agreement, corporate charter, bylaws, partnership agreement, joint venture agreement, or other instrument to which the Borrower or its general partner are a party or by which they may be bound or affected.

No Event of Default Under Loan Agreement. That no Event of Default presently exists under the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, the Lender Mortgage, this Agreement or any other Bond Document, and no event has occurred and is continuing which with notice or the passage of time or either would constitute a default under the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, or this Agreement or any other Bond Document.

No Financial Impediments. That Borrower has no known or contingent liabilities, and no material financial obligations under other agreements to which Borrower is a party or by which the Land is bound other than those obligations incurred with regard to the acquisition of the Land or in the ordinary course of the operation of the Property and those obligations arising out of or specified in the Lender Loan Documents, the Bond Documents, the Permitted Encumbrance, and the Operating Agreement.
Continuing Warranties. That each of the representations and warranties set forth in this Section 14 will be true on the date of each Advance hereunder and the acceptance of any Advance hereunder by the Borrower shall be deemed to be a reaffirmation of each and every one of said representations and warranties.

ADA Compliance. That to the best of its knowledge, to the extent applicable, the Property will comply with the ADA upon completion of the improvements; and to the extent any renovation or changes are required to be made to the Property, so as to have the Property comply with and meet all the requirements of the ADA, the Borrower shall promptly and

immediately undertake said renovations or improvements. Furthermore, the Borrower indemnifies Issuer from and against all claims, damages, expenses (including, costs and attorneys’ fees), liabilities and obligations arising out of or relating to any breach by the Borrower of this representation or the fact that the Property is not in compliance with the ADA.
COVENANTS OF THE BORROWER. The Borrower covenants and agrees with Issuer, the Trustee and the Issuer Servicer as follows:
Survey. The Borrower shall forthwith, and prior to the initial disbursement of any funds hereunder, furnish to the Issuer Servicer, at the Borrower’s expense, a current survey, which survey shall meet all requirements of the Loan Commitment and the Title Insurance Company (including any flood requirements), so as to enable the Title Insurance Company to eliminate any exception for survey matters from the Title Insurance Policy (unless otherwise agreed to by Issuer), and which survey shall locate all recorded restrictions and easements by recording references. If requested, upon the completion of the Improvements, the Borrower shall furnish to the Issuer Servicer and the Trustee a final completion survey showing the Improvements completed and properly located on the Land. Such survey shall be made by a civil engineer or surveyor reasonably acceptable to the Issuer Servicer and Issuer and shall be paid for by the Borrower and shall be on a form and contain such matters as may reasonably be required by the Issuer Servicer and Issuer and as set forth in the Loan Commitment.
Insurance. The Borrower shall furnish and pay, or cause to be furnished and paid, the premiums for fire and extended coverage insurance as well as insurance against such other hazards as required by the Bond Documents, the Rule and the Insurance requirements hereunder. Notwithstanding anything in this Agreement or the other Bond Documents, the following provisions apply during the term of the Loan. Borrower shall, at all times, comply with the requirements specified in this Agreement. Furthermore, for so long as Loan remains outstanding, the insurance requirements imposed by Lender shall apply, and such policy or policies of insurance shall include Issuer as an additional insured, making all loss or losses under such policy or policies payable to the Mortgagee as its interest may appear (subject to the rights of the Lender). Borrower acknowledges and agrees that Lender’s insurance requirements may change from time to time throughout the term of the Loan.

Construction/Rehabilitation in Workmanlike Manner. The Borrower shall rehabilitate, or cause to be rehabilitated, the Improvements on the Land in a true, thorough and workmanlike manner and in substantial accordance with the Plans. The Borrower shall provide, or cause to be provided, at the Borrower’s cost, all manner of materials, labor, scaffolding, implements and other items of every description as are required for the complete construction/rehabilitation of the Improvements. The Borrower shall not make any material changes in the Plans or materially deviate therefrom, except with the prior written consent of Issuer and the Issuer Servicer which approval will not be unreasonably withheld or delayed. The question of materiality will be solely and reasonably decided by Issuer or the Issuer Servicer in light of the Plans submitted, existing building standards and the public purpose of the Property.

Lien Releases. The Borrower shall furnish all receipted bills, certificates, affidavits, receipts, releases of lien, approved bonds and any other documents which may be

required or allowed by the lien laws of the State, or which may be reasonably required by Issuer, the Issuer Servicer, the Trustee or the Title Insurance Company providing the Title Insurance Policy, as evidence of full payment or acceptable bond for all labor and materials incident to the construction/rehabilitation of the Improvements, and will promptly secure the release (except for liens which are the subject of a bond as herein described) of the Land from any and all liens that might be imposed thereon. The Borrower specifically reserves the right to contest any such liens, provided such liens are properly transferred to a surety bond or cash deposit in accordance with Florida law.
Compliance with Loan Agreement. The Borrower shall comply with and perform each and every one of the provisions, terms, conditions, requirements and contingencies embodied in the Loan Agreement and the other Bond Documents required to be complied with by Borrower and shall execute all instruments required to completely comply with and perform the same, and shall abide by, complete and carry out all of the Borrower’s representations, proposals and commitments made in the Loan Commitment and the Bond Documents.

No Further Encumbrances. The Borrower will not convey, encumber or impose a security interest on the Land or the Improvements in any way without the consent of Issuer and the Trustee, except for the Permitted Encumbrances, the Lender Mortgage, and any others approved in advance by Issuer, or otherwise permitted by the Land Use Restriction Agreement nor shall the Borrower assign any rights under this Agreement or any Advance or portion of any Advance to be made hereunder without Issuer’s and the Trustee’s prior written consent. Notwithstanding the foregoing, prior written consent shall not be required for residential tenant leases, or grants of utility related, cable, internet or telecommunications easements and service or concession related leases or easements, including without limitation coin operated laundry service leases and/or cable easements, provided they are granted in the ordinary course of business and don’t materially impair the Development and are subordinate to the Bond Loan. All proposed easements requiring Issuer approval affecting the Land shall be submitted to Issuer and the Issuer Servicer for their reasonable approval prior to the execution thereof by the Borrower and, if requested by Issuer, shall be accompanied by a drawing or survey adequate to show the proposed location thereof.

Right of Entry. The Borrower will permit Issuer, the Trustee and the Issuer Servicer and their authorized employees, agents or representatives to enter upon the Land after reasonable prior notice during normal business hours, to inspect the Improvements and all materials to be used in the construction/rehabilitation thereof, and to examine all detailed plans and shop drawings which are or may be kept at the construction/rehabilitation site and all books and records of the Borrower and the Contractor relating to the Land, and will cooperate and cause the Contractor to cooperate with Issuer, the Trustee and/or the Issuer Servicer and their representatives to enable them to perform their functions hereunder. It is expressly agreed that any inspection made by Issuer, the Trustee or the Issuer Servicer or their representatives shall be made solely and exclusively for the protection and benefit of each of them and neither the Borrower nor any third party shall be entitled to claim any loss or damage either against Issuer, the Trustee or the Issuer Servicer or its employees, agents or representatives for failure to properly discharge any alleged duties of Issuer, the Trustee or the Issuer Servicer and they shall have no duty to make such inspections.

Correct Non-Complying Work. The Borrower agrees that it will cause to be corrected at no cost to Issuer, the Trustee, or the Issuer Servicer, any work performed and replace any material that does not substantially comply with the Plans.

Additional Documents. The Borrower agrees to execute any and all such other and further instruments as may reasonably be required by Issuer or Trustee from time to time in order to carry out the provisions of this Agreement, the Bond Documents or for the purpose of protecting, maintaining, or enforcing Issuer’s and the Trustee’s security for the Bond Loan.

Insufficiency of Bond Loan Proceeds. Unless otherwise agreed in writing by Issuer and the Issuer Servicer, the Borrower covenants, warrants and agrees that it will provide from its own funds such amounts as may be necessary to pay for all Costs of the Improvements which are in excess of the disbursements required to be made by the Trustee hereunder and other available and identified funds (as approved by the Issuer Servicer), and in the event of any default hereunder (subject to any applicable notice and cure periods), the Issuer Servicer shall not be required to approve any disbursement hereunder if the undisbursed proceeds of the Bond Loan together with all other available and identified funds shall be less than the amount necessary to pay for the completion of the Improvements. If Issuer or the Issuer Servicer at any time determine in their reasonable judgment from any certification, report, cost projection, work stoppage, price or wage change or from any other source or for any reason, that the Cost of the Improvements will exceed those costs and projections estimated by the Borrower or Issuer and certified to the Issuer Servicer from time to time, and that the undisbursed proceeds of the Bond Loan (plus any and all funds of the Borrower deposited with the Trustee together with all other available and identified funds) shall be less than the amount necessary, in Issuer's or the Issuer Servicer's reasonable judgment, to pay for all work done or to be done and all other expenses for completion of the Improvements, or that any amount specified in the Budget may be less than the amount necessary (taking into account all other available and identified funds which are so approved by the Issuer Servicer), in Issuer's or the Issuer Servicer's reasonable judgment, to pay for all work done or to be done and all expenses incurred or to be incurred in connection with the Improvements, then in such event, the Trustee shall, if directed by Issuer, and in accordance with the procedure outlined above, withhold further disbursements to the Borrower until the Borrower shall have provided a sufficient plan to pay for all work done or to be done and expenses incurred or to be incurred in connection with the Improvements, to the reasonable satisfaction of Issuer, including but not limited to the requirement that collateral sufficient to cover such costs be posted with or for the benefit of the Trustee.
Construction Contract. Except as otherwise provided herein, the Borrower shall not amend the Construction Contract in any manner without the prior written consent of Issuer and the Issuer Servicer.

Letter of Credit/Payment and Performance Bond. Receipt of satisfactory 100% payment and performance bonds, issued by a bonding company, with an A.M. Best rating of “A-” or better, or a satisfactory letter of credit listing Issuer as co-obligee, to be drawn at Issuer's sole discretion. Issuer, its legal counsel and the Issuer Servicer must approve in advance, in their sole discretion, the amount and terms, as well as the form, of such letter of credit or payment and

performance bonds, before such payment and performance bonds or letter of credit shall be accepted by Issuer.

Payment of Developer Fee. During construction/rehabilitation, the Developer shall only be permitted to draw the construction/rehabilitation period Developer fee which shall be the lesser of (i) fifty percent (50%) of the total Developer fee, or (ii) the total Developer fee less the deferred Developer fee listed in the “sources and uses” for the construction/rehabilitation period, as calculated by the Issuer Servicer. No more than thirty-five percent (35%) of construction/rehabilitation period Developer fee will be funded at Loan closing. The remaining construction/rehabilitation period Developer fee will be disbursed during construction/rehabilitation on a pro rata basis, based upon the percentage of completion of the Development, as approved and reviewed by Issuer and the Issuer Servicer.

Once the Development has achieved one hundred percent (100%) lien free completion and Retainage has been released, the post-construction/rehabilitation period Developer fee may be funded. Post-construction/rehabilitation period Developer fee is the remaining portion of the Developer fee less deferred Developer fee listed in the “sources and uses” for the permanent period, as calculated by the Issuer Servicer.

Replacement Reserves. The Borrower shall establish, fund and maintain, in accordance with the Indenture, the Loan Agreement and this Agreement, a replacement reserve fund (“Replacement Reserve Fund”) of $350.00 per unit, per year, paid on a monthly basis as required in the Indenture, subject to increase in accordance with the Indenture and the Loan Agreement. However, the Borrower has the option to prepay the Replacement Reserve Fund in the amount of $75,600 (one-half the required Replacement Reserves for years 1 and 2). The Replacement Reserve Account shall not be allowed to be drawn upon until the start of the scheduled replacement activities as outlined in a pre-construction/rehabilitation capital needs assessment report (“CNA”) subject to the activities completed in the scope of rehabilitation, but not sooner than the third (3rd) year. The amount established as a replacement reserve shall be adjusted based on a capital needs assessment report to be received by Issuer and the Issuer Servicer, prepared by an independent third party and acceptable to Issuer and the Issuer Servicer at the time CNA is required, beginning no later than the 10th year after the first residential building in the Property receives a certificate of occupancy, a temporary certificate of occupancy, or is placed in service whichever is earlier (the “Initial Replacement Reserve Date”). A subsequent CNA is required no later than the 15th year after the Initial Replacement Reserve Date and subsequently every five (5) years thereafter.

Commencement and Completion. Borrower shall obtain all necessary governmental permits and approvals in accordance with the terms of this Agreement and shall cause construction/rehabilitation of the Improvements to begin no later than the date which is ninety (90) days after the closing of the Bond Loan and only after the recording of the Notice of Commencement, and shall cause such construction/rehabilitation to be prosecuted with diligence and dispatch so that the Improvements, including, but not limited to, main buildings, and other amenities, parking, paving, landscaping, water and sewer lines and electrical lines, are erected on the Land and completed in accordance with the Plans, in form and content acceptable to Issuer, and ready for occupancy on or before the Completion Date, free and clear of all liens or claims for materials, labor, services, or other items furnished in the construction/rehabilitation of the

Improvements, and in full compliance with all building, zoning and other applicable local, state and federal ordinances and regulations. The Completion Date shall be extended for Unavoidable Delays (as defined in Section 16(c) below), but in no event for a period of time longer than sixty
(60) cumulative days without the prior written consent of Issuer. Completion of the Improvements shall be evidenced by issuance of a Certificate of Occupancy or Completion on all of the Improvements by the governmental authorities having jurisdiction over the Property and a final certification by the Inspector that the Improvements have been completed in accordance with the Plans and which is in form and content acceptable to Issuer.
Compliance with and Changes to Plans. A complete set of the Plans shall be delivered to Issuer Servicer prior to beginning any work on the Improvements. All material changes in the Plans, including without limitation, change orders under the General Contract, require the prior written approval of Issuer which consent may be subject to such conditions and qualifications as Issuer in its sole discretion may prescribe, it being understood that Issuer at all times shall have the right to require compliance with the original Plans, except where modified as herein provided.

S.  Permanent Loan Amount. The Borrower acknowledges and agrees that the permanent Lender Mortgage Loan amount shall not exceed $26,000,000. Any proposed increase to this loan amount shall require Issuer underwriting and board approval, and an opinion of Bond Counsel. Additionally, the proposed increase may (i) result in reissuance for tax purposes, (ii) require a new hearing under the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and (ii) require an updated fiscal sufficiency determination.

TERMINATION OF ISSUER SERVICER

By the Trustee.
The Trustee, with the consent of Issuer, shall have the right to terminate the Issuer Servicer’s rights and obligations under this Agreement, with or without cause, upon ten (10) days' written notice to the Issuer Servicer.

The Trustee, with the consent of Issuer, shall unilaterally terminate this Agreement, after ten (10) days’ written notice to the Issuer Servicer, if the Issuer Servicer fails to comply with any provision of Florida or federal law.

The Trustee, at the direction of Issuer, shall have the right to terminate the Issuer Servicer's rights and obligations under this Agreement, with cause, upon ten
(10) days' written notice to the Issuer Servicer or upon the conclusion of any applicable cure period granted to Issuer Servicer under its contract with Issuer, whichever is later.
Automatic Termination. Upon the occurrence of any one or more of the following events, the Issuer Servicer’s rights and obligations under this Agreement shall be automatically terminated:

The Issuer Servicer shall assign or attempt to assign its rights or obligations under this Agreement without the prior written consent of Issuer.

The Issuer Servicer’s accounts shall cease to be insured by the FDIC or such other insurer as has been approved by Issuer.
The Issuer Servicer shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Laws or for relief under any other law for the relief of debtors or shall consent to the appointment of a receiver of all or substantially all of its property, or make a general assignment for the benefits of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall be adjudicated bankrupt or insolvent by a court of competent jurisdiction, or if an order shall be made by a court of competent jurisdiction appointing a receiver, liquidator or trustee of the Issuer Servicer or of all or substantially all of its property or approving any petition filed against the Issuer Servicer for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days.
The Issuer Servicer shall fail to perform any of its obligations hereunder and shall fail, within thirty (30) days after written notice from the Trustee or Issuer, to correct or cure such failure.

The Bonds shall be redeemed, the Property is no longer subject to any state or federal regulation dealing with tax-exempt financed housing projects and the Qualified Project Period, as extended, shall have terminated, and the amounts owed by the Borrower under the Bond Documents are paid in full.

Effect of Termination. In the event this Agreement is terminated pursuant to this Section 16, then the rights and obligations of the Issuer Servicer and its right to compensation hereunder shall immediately terminate, the Issuer Servicer shall forthwith deliver to Issuer or to whomever Issuer directs, all documents relating to the Bond Loan and shall do such other acts as may reasonably be required by Issuer to facilitate the termination hereof. The Borrower agrees that Issuer shall immediately appoint a successor Issuer Servicer to assume the duties hereunder.

AGREEMENTS RELATING TO CONTRACTORS.

Rights Inferior. The rights of all contractors, subcontractors, sub-subcontractors, laborers, suppliers and materialmen performing any work in connection with the Improvements, or furnishing any services, labor or materials thereto or to the Land, shall be subordinate and inferior to the Mortgage. Neither the Trustee nor Issuer shall be liable to materialmen, contractors, subcontractors, sub-subcontractors, laborers, suppliers or others for goods or services delivered by them in or upon the Land or employed in the construction/rehabilitation of the Improvements, or for any debts or claims accruing to any of said parties against the Borrower or against the Land, and it is distinctly understood and agreed that there is no contractual relationship, either express or implied, between any of Issuer, the Trustee or the Issuer Servicer and any materialmen, contractors, sub-contractors, sub-subcontractors,

craftsmen, laborers or any person supplying any work, labor or material. The Borrower is not, and shall not be, the agent of any of Issuer, the Trustee or the Issuer Servicer for any purpose, nor shall any of them be the agent of Borrower for any purpose, except, as to both, as may be specifically set forth herein. It is specifically understood and agreed that no party shall be a third party beneficiary hereunder, except and unless it is specifically provided herein that any provision shall operate or inure to the use and benefit of a party, i.e., no subcontractor, sub-subcontractor or materialman, laborer or supplier shall have any rights hereunder against Issuer, the Trustee or the Issuer Servicer or be entitled to the protection of any of the covenants herein contained.
Borrower’s Rights Assigned. The Borrower hereby assigns to Issuer, and Trustee, effective, however, only after an Event of Default and the expiration of applicable notice and cure periods, all rights of the Borrower under its contract with the Contractor and Issuer, or the Trustee shall have the option after an Event of Default, and the expiration of applicable cure periods, in its sole discretion and in addition to any other rights and remedies Issuer, or the Trustee may have, to exercise their rights under this assignment. Nothing herein shall be construed, however, to require Issuer, or the Trustee to exercise any rights under this Paragraph.

No Other Contracts. Except for items set forth and approved by the Issuer Servicer in the Budget, the Borrower represents that it has not and agrees that it will not enter into any significant contract or agreement (in excess of $50,000) relating to the construction/rehabilitation, purchase or installation of the Improvements other than the contracts with the property manager, the Architect, the Developer and the Contractor and a contract with its surveyors or engineers, nor will the Borrower agree to any material modification or amendment in its contract with the property manager or the Contractor without first obtaining the Issuer Servicer’s written approval of and consent to such contract, agreement or amendment, which consent shall not be unreasonably withheld or delayed for more than five (5) days after receipt of said notice.

No Joint Venture. Nothing herein nor the acts of the parties hereto shall be construed to create a partnership, membership or joint venture between the Borrower and any of Issuer, the Trustee or the Issuer Servicer with respect to the Bond Loan.

EVENTS OF DEFAULT.

Subject in all instances to the provisions of subparagraph B of this Section and the provisions of the Indenture, an Event of Default under this Agreement shall, at Issuer's option, be deemed to have occurred hereunder if:

Breach of Covenant. The Borrower shall breach or fail to perform, observe or meet any material covenant or condition in this Agreement within thirty (30) days after written notice thereof or such longer period of time in the reasonable discretion of Issuer if such default cannot reasonably be cured within thirty (30) days and Borrower is diligently prosecuting a cure to completion; or

Filing of Liens Against the Land. Any lien for labor, materials, or taxes (except for ad valorem taxes not yet due and payable) or otherwise shall be filed against the

Land and not be either released (by payment, bonding or otherwise) within the earlier of forty (40) days after the date of filing thereof or thirty (30) days after the Borrower receives actual notice thereof or properly contested as provided for in the Bond Documents, except for Permitted Encumbrances or items disclosed in the pending litigation schedule attached hereto as Exhibit "C" and made a part hereof; or

Levy Upon the Property. A levy shall be made under any process on, or a receiver be appointed for, the Property or any part thereof; or

Abandonment or Cessation of Construction/Rehabilitation. Construction/rehabilitation of the Improvements shall cease and not be resumed within thirty (30) days thereafter, unless the Borrower is prevented from resuming same as a result of Force Majeure, or shall be abandoned for more than thirty (30) days; or

Denial of Inspection. Issuer, the Trustee or the Issuer Servicer or representatives shall not be permitted, at all reasonable times and after reasonable notice, to enter upon the Land, to inspect the Improvements and the construction/rehabilitation thereof and all materials, fixtures, and articles used or to be used in the construction/rehabilitation of the Improvements, and to examine all detailed plans, shop drawings, specifications and other records which relate to the Improvements, or the Borrower shall fail to furnish to Issuer, the Trustee or the Issuer Servicer or to their authorized representatives, when reasonably requested, copies of such plans, shop drawings, specifications, and records; or
Improper Materials. Any of the materials, fixtures, machinery, equipment, articles and/or personal property used in the construction/rehabilitation of the Improvements or the appurtenances thereto, or to be used in the operation thereof, shall not, in the reasonable opinion of the Issuer Servicer, Issuer, confirmed by the Inspecting Engineer, substantially comply with the Plans as approved by Issuer and such default is not cured by the Borrower within forty-five (45) days after the Issuer Servicer or the Trustee has given notice to the Borrower to cure same; or

Materials Not Free and Clear. The Borrower shall not, except in the case of leased washing machines, dryers, vending machines, office telephones, office equipment, office communications equipment and model furniture and other items normally used in common by tenants, execute (other than to Issuer in connection with the Bond Loan, or the Trustee or Lender) any conditional bill of sale, chattel mortgage, security agreement or other security instrument covering any materials, fixtures, machinery, equipment, articles, and/or personal property intended to be incorporated in the Improvements or the appurtenances thereto, or placed in the Improvements, or if a financing statement publishing notice of such security instrument shall be filed, or if any of such materials, fixtures, machinery, equipment, articles, and/or personal property shall not be purchased so that the ownership thereof will vest unconditionally in the Borrower, free from encumbrances other than Issuer and the Trustee, on delivery at the Land, or if the Borrower shall not produce to Issuer, the Trustee or the Issuer Servicer upon demand the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them, under which the Borrower claims title to any thereof; or

Failure to Complete Improvements. The Improvements, in the reasonable judgment of the Issuer Servicer or Issuer, are not completed on or before the Completion Date, subject, however, to Force Majeure; or

False Representation or Warranty. At any time any representation, warranty or statement made by the Borrower in this Agreement shall be incorrect or misleading in any material respect when made and such matter not be cured within thirty (30) days of the giving of notice thereof to the Borrower by Issuer or the Trustee, or such longer period of time in the reasonable discretion of Issuer if such default cannot reasonably be cured within thirty (30) days and Borrower is diligently prosecuting such cure to completion.
Notwithstanding anything herein to the contrary, this Section 18(A) shall in no way be construed to limit Issuer 's, the Trustee's or the Issuer Servicer's right to seek specific performance of this Agreement against the Borrower or to enforce its remedies under Section 21 hereof or to withhold approval of a Requisition until the Borrower is in compliance with this Agreement.

Notice of Default; Opportunity to Cure. Except as set out below no default under the preceding Section 18(A) shall constitute an Event of Default hereunder until:

The Issuer Servicer and/or the Trustee, by registered or certified mail, shall give notice to Issuer, the Borrower, the Managing Member, the Investor Member and the Trustee of such default specifying the same and stating that such notice is a "Notice of Default"; and

The Borrower shall have had thirty (30) days (or such extended period as permitted (approved in writing with notice to the Trustee, the Issuer Servicer) by Issuer when curative action is being diligently pursued) after receipt of such notice to correct the default and shall not have corrected it or, if such default cannot be corrected within thirty (30) days, shall have failed to initiate and diligently pursue (in the sole reasonable judgment of Issuer) appropriate corrective action. The General Partner shall have the right, but not the obligation, to cure any default.

The parties hereto agree that any cure of any default made or tendered by the Investor Member or by the Lender shall be deemed to be a cure by the Borrower and shall be accepted or rejected as if made or tendered by the Borrower.

Notwithstanding the foregoing, notice of and opportunity to cure any default arising from a default under the other Bond Documents shall be governed by the terms of such agreements, and no additional notices of or opportunity to cure any default under such agreements shall be required hereunder to complete the notice and cure procedure provided in such agreements.
FINANCIAL STATEMENTS:	FINANCIAL MONITORING OF THE
BOND LOAN. Issuer shall serve as the initial financial monitoring agent (together with its successors and/or assigns, the "Financial Monitoring Agent") for the Property pursuant to the terms and conditions of this section. The Borrower agrees to furnish to Issuer, the Issuer Servicer and

the Trustee, annually, within 151 Calendar Days following the Borrower’s fiscal year end, a copy of the audited annual financial statement(s).

MISCELLANEOUS PROVISIONS:
No Waiver. Nothing herein shall be construed to waive or diminish any right or security of Issuer or the Trustee under the Loan Agreement and the Lender Mortgage. It is the purpose and intent hereof to provide safeguards, protections and rights for Issuer and the Trustee in addition to those provided in the Loan Agreement.

Cumulative Remedies. The remedies provided herein shall be in addition to and not a substitution for the rights and remedies which would otherwise be vested under any Bond Document or in law or equity, all of which rights and remedies are specifically reserved. The remedies herein provided or otherwise available to Issuer, the Trustee or the Issuer Servicer shall be cumulative and may be exercised separately or concurrently and as often as the occasion therefor may arise. The failure to exercise any of the remedies herein shall not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent use of any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to Issuer, the Trustee or the Issuer Servicer shall continue and be each and all available until all sums due by reason of the Loan Agreement or the Loan is paid in full and all obligations incurred by the Borrower in connection with the construction/rehabilitation or operation of the Improvements have been fully discharged.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assigns. The Borrower may be released from obligations and agreements hereunder only by a written instrument of the Trustee and Issuer specifically providing for such release. The Borrower shall be released from any and all liability hereunder, upon payment of the Bond Loan in full and the expiration of the Qualified Project Period.

Assignability. This Agreement shall not be assignable by the Borrower or Issuer Servicer without the prior written consent of Issuer and the Trustee. If Issuer and the Trustee approve an assignment hereof by the Borrower, the Trustee shall be entitled to make Advances to such assignee and such Advances shall be secured by the Bond Documents.
Governing Law. This Agreement shall be construed under the laws of the State of Florida, regardless of where it may have been executed or delivered.
Construction. Whereas this Agreement was negotiated with input from all parties hereto, this Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation.

Costs and Legal Fees. In the event that any party shall be required to enforce this Agreement and whether or not suit be brought, the prevailing parties shall be entitled to recover from the losing parties all reasonable legal fees and costs incurred in connection therewith, whether

incurred in collection, at trial, on appeal, in bankruptcy or other similar proceedings affecting creditors’ rights or otherwise.

Invalid Provisions. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby, nor shall such terms be invalid or unenforceable under other, dissimilar facts and circumstances.

Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning, content, or interpretation hereof.

Amendments. This Agreement shall not be amended or modified except by an amendment in writing, executed by all parties hereto in the same form as this Agreement, and consented to by Lender.

Time of Essence. Time is of the essence of this Agreement.

Right to Publicize. Issuer and the Issuer Servicer shall have the right to publicize its involvement in the financing of the Property and may require the Borrower to name Issuer as a lender in all publicity releases and promotional materials issued in connection with the Property.

Dealings with the Issuer Servicer. The Issuer Servicer shall be protected and shall incur no liability in acting or proceeding in good faith upon resolution, notice, telegram, consent, wavier, certificate, affidavit, voucher, bond, title insurance commitment or policy or endorsement thereto or other paper or document which it shall in good faith reasonably believe (i) to be genuine and, (ii) to have been passed or prepared and furnished pursuant to the provisions of the Indenture, the Land Use Restriction Agreement, or the Loan Agreement, and the Issuer Servicer shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements unless the instrument on its face reasonably indicated that the Issuer Servicer should inquire further or unless the Issuer Servicer has actual knowledge or information which reasonably should cause the Issuer Servicer to inquire further. The Issuer Servicer shall not be held liable under this Agreement except for its own negligence or willful misconduct or gross negligence. The Borrower shall indemnify and hold the Issuer Servicer harmless from any claim, action or liability of any kind or character whatsoever arising from or in any way related to acts or omissions of the Borrower or any of its agents, employees, consultants, counsel, or independent contractors. This Paragraph shall in no way be construed to relieve the Issuer Servicer of the normal and usual duties of a reasonably prudent loan servicer or monitoring agent.

Terms. Wherever used herein, the terms utilized shall include masculine, feminine, neuter, singular and/or plural, as the context admits or requires. The recitals set forth in the opening pages of this Agreement are true and correct and incorporated herein.

Conflicts. Notwithstanding anything herein to the contrary, the terms and conditions of the Loan Agreement shall govern, control and prevail, in the event of any conflict between the terms and conditions hereof and those contained in the Loan Agreement. All terms and provisions of the following are incorporated into and made a part of the Bond Documents: The Code, Rule Chapter 67-21, Fla. Admin. Code, in effect as of August 27, 2024, Chapter 420, Florida Statutes (collectively, the “Laws and Regulations”); all terms not otherwise defined in the Bond Documents shall be as construed and defined in the Laws and Regulations. In the event of any conflict between Chapter 420, Fla. Stat. and Rule Chapter 67-21, Fla. Admin. Code, the provisions of Chapter 420, Fla. Stat. shall control. In the event of any conflict between the Bond Documents and the Laws and Regulations, the Laws and Regulations shall control.
REMEDIES. Upon the occurrence of any Event of Default which is not cured within the applicable notice and cure period, Issuer (or the Trustee or the Issuer Servicer) shall be entitled to seek specific performance hereof against the Borrower, and/or in addition to any other right or remedy available to it in law or equity. It is specifically agreed by the Borrower that a violation of this Agreement or the Land Use Restriction Agreement could cause harm for which no damages could be calculated, therefore entitling Issuer to immediate equitable relief, including without limitation a temporary restraining order or mandatory injunction without notice.

NOTICES.  Any notice required to be given hereunder shall be given by personal delivery, by registered U.S. mail or by expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt of sent by registered U.S. Mail.
The Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services- Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Telephone: (407) 841-5524 Email: gflint@gmscfl.com
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801
Attention: Jan Albanese Carpenter, Esq. Telephone: (407) 481-5872
Email: jcarpenter@lathamluna.com

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256 Attention: Lori Cardey Telephone: (904) 645-1982 Email: Lori.Cardey@bny.com
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 32202 Attention: Timothy J. Bramwell, Esq. Telephone: (904) 798-3700
Email: Tim.Bramwell@akerman.com

Borrower:	EC Crestwood, LLC
880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 954-4458

with copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq. Telephone: (334) 269-3140 Email: wmckay@balch.com

with copy to:	Hunt Capital Partners, LLC
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss
Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131

with a copy to:	Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202)585-8128

Loan Servicer/	Seltzer Management Group, Inc. Compliance Monitoring	17633 Ashley Drive Bldg. A Agent:	Panama City Beach, Florida 32413
Attention: Josh Scribner Telephone: (850) 233-3616
Email: Josh@seltzermanagement.com

or at such other address of which a party shall have notified the party giving such notice in writing in accordance with the foregoing requirements. Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Agreement and the Lender Loan Documents.
ENTIRE AGREEMENT. This Agreement (and the other Bond Documents) sets forth the entire agreement among Issuer, the Issuer Servicer, the Trustee and the Borrower as to the subject matter hereof, and all prior agreements, negotiations and understandings with respect to the subject matter hereof are merged into and superseded by this Agreement (and the other Bond Documents).

WAIVER OF TRIAL BY JURY. THE BORROWER, ISSUER , THE TRUSTEE AND THE ISSUER SERVICER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER BOND DOCUMENT AND ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF PARTIES, WHETHER IN CONNECTION WITH THE MAKING OF THE BOND LOAN, COLLECTION OF THE BOND LOAN, OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER AND THE TRUSTEE ENTERING INTO THE BOND LOAN EVIDENCED BY THIS AGREEMENT.

CONVERSION. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Funding Loan Agreement), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Funding Loan Agreement).

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR ISSUER SERVICING AGREEMENT

(Crestwood Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.
EC Crestwood, LLC, a Florida limited liability company By:   EC Crestwood MM, LLC, a Florida limited
liability company, its Managing Member
By:	LRC GP, LLC, a Delaware limited liability company, its sole member
By:  Envolve Communities, LLC, a Delaware limited liability company, its sole Member
By:		 Ty Tyson,
Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR ISSUER SERVICING AGREEMENT

(Crestwood Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

OSCEOLA	COUNTY	HOUSING	FINANCE AUTHORITY

By:		 Duane Owen, Chairman

COUNTERPART SIGNATURE PAGE FOR ISSUER SERVICING AGREEMENT

(Crestwood Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

SELTZER MANAGEMENT GROUP, INC.,
a Florida corporation

By:		 Josh Scribner
Vice President

COUNTERPART SIGNATURE PAGE FOR ISSUER SERVICING AGREEMENT

(Crestwood Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:		 Stephanie A. Greene-Matthews
Vice President

EXHIBIT “A”

LEGAL DESCRIPTION

(Crestwood Apartments)

EXHIBIT “B”

(Crestwood Apartments / Multifamily Bonds) BUDGET AND CONSTRUCTION DRAW SCHEDULE
Attached

EXHIBIT “C”

(Crestwood Apartments / Multifamily Bonds) PENDING LITIGATION SCHEDULE

Section F

BOND PURCHASE AGREEMENT
Dated February   , 2026

by and among
STIFEL, NICOLAUS & COMPANY, INCORPORATED, OSCEOLA COUNTY HOUSING FINANCE AUTHORITY
and
EC CRESTWOOD, LLC

Relating to:

$26,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

TABLE OF CONTENTS
Page Section 1.	Definitions and Background	1
Section 2.	Purchase and Sale.	1
Section 3.	Issue Price	2
Section 4.	Closing	2
Section 5.	Official Statement; Disclosure Matters	2
Section 6.	Representations of the Issuer	5
Section 7.	Representations and Warranties of the Borrower	6
Section 8.	Covenants of the Issuer	8
Section 9.	Covenants of the Borrower	9
Section 10.	Conditions of Closing	10
Section 11.	Actions and Events at the Closing	13
Section 12.	Termination of Agreement	14
Section 13.	Fees and Expenses	15
Section 14.	Indemnification	16
Section 15.	Limitation of Liability	18
Section 16.	Miscellaneous	18
Section 17.	Survival of Certain Representations and Obligations	19
Section 18.	Prohibition on Boycotts	19
EXHIBIT A TERMS OF BONDS .......................................................................................................A-1 EXHIBIT B  PROPOSED FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL ........... B-1 EXHIBIT C  FORM OF OPINION OF COUNSEL TO THE BORROWER ...................................... C-1
EXHIBIT D FORM OF BORROWER’S RULE 15c2-12 CERTIFICATE ........................................D-1 EXHIBIT E FORM OF ISSUE PRICE CERTIFICATE..................................................................... E-1 EXHIBIT F   DISCLOSURE LETTER	F-1

BOND PURCHASE AGREEMENT
Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), on its own behalf and not as your fiduciary, hereby offers to enter into this Bond Purchase Agreement dated February  , 2026 (this “Purchase Contract”) with the Osceola County Housing Finance Authority (together with its successors and assigns, the “Issuer”) and EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), for the sale by the Issuer and the purchase by the Underwriter of the Bonds defined below which are being issued by the Issuer for the benefit of the Borrower. The Underwriter is an “underwriter” as defined in Section 2(a)(11) of the Securities Act of 1933, as amended (the “1933 Act”). This offer is made subject to the written acceptance hereof by the Issuer and the Borrower and delivery of such acceptance (in the form of one or more counterparts hereof) at or prior to 5:00 p.m., Eastern Time, on the date hereof, and will expire if not so accepted at or prior to such time (or such later time as the Underwriter may agree in writing). Upon such acceptance, this Purchase Contract will be binding upon each of the Issuer, the Borrower and the Underwriter.
Section 1.  Definitions and Background.
Capitalized terms used in this Purchase Contract but not defined herein have the meanings assigned to them in the Trust Indenture by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”) dated as of February 1, 2026 (the “Indenture”).
This Purchase Contract is for the sale and delivery of the Issuer’s $26,000,000 Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”) which are being issued by the Issuer to provide financing for the Project. The Bonds will be issued pursuant to (i) that certain resolution of the Issuer adopted February 6, 2026 (the “Bond Resolution”), (ii) Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981, as amended (the “Act”), and (iii) the terms of the Indenture. The Bonds will be payable from sources pledged under the Indenture, including the moneys and securities from time to time held by the Trustee in the funds and accounts established under the terms of the Indenture (collectively, the “Trust Estate”). In connection with the issuance of the Bonds, the Issuer will execute and deliver this Purchase Contract; the Indenture; the Loan Agreement by and between the Issuer and the Borrower (the “Loan Agreement”) dated as of February 1, 2026; the Tax Compliance Agreement and No Arbitrage Certificate dated the Closing Date between the Issuer and the Borrower (the “Tax Certificate”); and the Land Use Restriction Agreement by and among the Issuer, the Borrower and the Trustee (the “Tax Regulatory Agreement”) dated as of February 1, 2026 (collectively, the “Issuer Documents”); and the Borrower will execute and deliver this Purchase Contract, the Loan Agreement, the Continuing Disclosure Agreement, the Remarketing Agreement, the Tax Certificate, and the Tax Regulatory Agreement (collectively, the “Borrower Documents”). The Issuer Documents and the Borrower Documents are referred to herein as the “Financing Documents.”
Section 2.  Purchase and Sale.
Subject to the terms and conditions set forth in this Purchase Contract, the Underwriter hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell to the Underwriter, at the Closing (as hereafter defined), $26,000,000 aggregate principal amount of its Bonds at a price set forth in Exhibit A attached hereto. [The Underwriter also hereby agrees to advance an additional amount equal to
$	 as set forth under the Indenture (the “Underwriter’s Advance”). The Underwriter will be reimbursed on or before the Closing Date by the Borrower for the Underwriter’s Advance.]

The Bonds will (i) be issued pursuant to the Indenture and (ii) have the payment-related terms (that is, the dated date, maturity date, interest rate and price) set forth in Exhibit A attached hereto, and will otherwise correspond to the description thereof contained in the hereinafter-defined Official Statement.
The Issuer, the Borrower and the Underwriter each acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s-length commercial transaction among the Issuer, the Borrower and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the Issuer or the Borrower, (iii) the Underwriter has not assumed individually or collectively any advisory or fiduciary responsibility in favor of the Issuer or the Borrower with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has advised or provided other services or is currently advising or providing other services to the Issuer or the Borrower on other matters) and the Underwriter has no contractual obligation to the Issuer or the Borrower with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract, and (iv) the Issuer and the Borrower have consulted their own legal, financial, accounting, tax and other advisors to the extent they deem appropriate in connection with the offering of the Bonds. The primary role of the Underwriter is to purchase the Bonds in an arm’s-length commercial transaction among the Issuer, the Borrower and the Underwriter, for resale to investors. The Underwriter has financial and other interests that differ from those of the Issuer. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G-17.
Section 3.  Issue Price.
The Underwriter will provide to the Issuer an executed Issue Price Certificate dated the Closing Date (as defined herein) in the form attached as Exhibit E hereto or other form reasonably required by Bond Counsel in order to establish the issue price of the Bonds.
The Underwriter reserves the right to change such prices as it deems necessary in connection with the offering of the Bonds. Concessions from the public offering price may be allowed to selected dealers and special purchasers. The Borrower authorizes the Underwriter to complete the supplement to the Official Statement to insert the reoffering price for the Bonds selected by the Underwriter in its complete discretion.
Section 4.  Closing.
Subject to the terms and conditions hereof, the delivery of the Bonds and the payment of the purchase price of the Bonds as set forth in Exhibit A hereof (the “Closing”) will take place at 10:00 a.m. Eastern Time on February   , 2026, or at such other time or on such other date mutually agreed upon by the Issuer, the Borrower and the Underwriter, which date shall be referred to herein as the “Closing Date.”
Section 5. Official Statement; Disclosure Matters.
The Issuer and the Borrower each hereby (a) confirms its consent to the use by the Underwriter of the Preliminary Official Statement dated February  , 2026, relating to the Bonds (the “Preliminary Official Statement”) in the marketing of the Bonds and (b) authorizes the Underwriter to prepare, use and distribute (at the expense of the Borrower) the Official Statement dated February   , 2026, relating to the Bonds (the “Official Statement”) in final form in connection with the offering and sale of the Bonds.

The Issuer and the Borrower each agrees to the extent required and permitted by applicable law to cooperate (at the sole cost and expense of the Borrower) with the Underwriter so as to enable the Underwriter to comply with the requirements of Rule 15c2-12 (“Rule 15c2-12”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and any other rules of the Securities and Exchange Commission (the “SEC”) and the Municipal Securities Rulemaking Board (the “MSRB”), in connection with the offer and sale of the Bonds.
The Issuer and the Borrower hereby make the following representations in subsection (a) and (b) respectively:
The Issuer hereby certifies and agrees that the information in the Preliminary Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” has been “deemed final” by the Issuer as of its date.
The Borrower hereby certifies and agrees that the Preliminary Official Statement has been “deemed final” by the Borrower as of its date, except for final information as to the offering prices, interest rates, selling compensation, amount of proceeds, delivery dates, other terms depending on such factors, and other information permitted to be omitted under part (b)(1) of Rule 15c2-12.
The Issuer and the Borrower hereby make the following representations in subsection (a) and (b), respectively:
The Issuer hereby represents that the information in the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and the Closing Date, under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” is true and correct and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
The Borrower hereby represents that the information in the Preliminary Official Statement and the Official Statement is true and correct and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
The Issuer and the Borrower will, at the expense of the Borrower, supply to the Underwriter the Official Statement, in such quantity as may be requested by the Underwriter no later than the earlier of
(i) seven (7) business days after the date of this Purchase Contract or (ii) one (1) business day prior to the Closing Date, in order to permit the Underwriter to comply with Rule 15c2-12, and the applicable rules of the MSRB, with respect to distribution of the Official Statement. The Borrower shall provide to the Underwriter the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB’s Rule G-32 no later than one (1) business day prior to the Closing Date to enable the Underwriter to comply with MSRB Rule G-32.
During the period commencing on the date of this Purchase Contract and ending on the earlier of (a) 90 days from the End of the Underwriting Period or (b) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days following the End of the Underwriting Period (the “Update Period”), if any event shall occur which would cause the Official Statement to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and in the judgment of the Underwriter, such event requires the preparation and publication of

a supplement or amendment to the Official Statement, the Issuer (but only to the extent of the provisions referred to in Section 5.4(a) hereof) and the Borrower will, in both cases at the expense of the Borrower, prepare or cooperate in the preparation of such supplement or amendment to the Official Statement in a form approved by the Underwriter and furnish or cooperate in the furnishing to the Underwriter (at the sole expense of the Borrower) a reasonable number of copies of an amendment of, or a supplement to the Official Statement so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. If the Official Statement is so supplemented or amended prior to the Closing, the approval by the Underwriter of a supplement or amendment to the Official Statement shall not preclude the Underwriter from thereafter terminating this Purchase Contract in accordance with the provisions of Section 12(c) hereof. The “End of the Underwriting Period” means the later of the delivery of the Bonds by the Issuer to the Underwriter or when the Underwriter no longer retains (directly or as a syndicate member) an unsold balance of the Bonds for sale to the public; provided, that the “End of the Underwriting Period” shall be deemed to be the Closing Date, unless the Underwriter otherwise notifies the Issuer and the Borrower in writing prior to such date that there is an unsold balance of the Bonds, in which case the End of the Underwriting Period shall be deemed to be extended for 30 days. The deemed End of the Underwriting Period may be extended for two additional periods of 30 days each upon receipt of an additional written notification from the Underwriter containing the same information as required in the initial written notice.
If, during the Update Period, the Issuer becomes aware of any event relating to the information concerning the Issuer under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” of the Official Statement which would cause such portions of the Official Statement to contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Issuer will promptly notify the Underwriter of such event.
The Issuer shall promptly advise the Underwriter, during the Update Period, of any action, suit, proceeding, inquiry or investigation against the Issuer, of which the Issuer has actual knowledge, seeking to prohibit, restrain or otherwise affect the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
If, during the Update Period, the Borrower becomes aware of any event which would cause the Preliminary Official Statement or the Official Statement to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, the Borrower will promptly notify the Underwriter and the Issuer of such event.
The Borrower shall promptly advise the Underwriter, during the Update Period, of any action, suit, proceeding, inquiry or investigation against the Borrower, of which it receives written or actual notice, seeking to prohibit, restrain or otherwise affect the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
The Borrower represents and warrants to the Underwriter and the Issuer that neither the Borrower nor any affiliates thereof are in default under any undertakings with respect to continuing disclosure requirements designed to comply with Rule 15c2-12 in connection with any issue of municipal securities.

Section 6.  Representations of the Issuer.
In addition to the representations contained in Section 5 herein, the Issuer hereby makes the following representations to the Underwriter:
The Issuer is a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “State”), and has full power and authority under the Act to adopt the Bond Resolution and to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against units of government of the State;
By official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has approved and authorized the distribution of the Preliminary Official Statement and the Official Statement and authorized and approved the execution and delivery of the Issuer Documents and the consummation by the Issuer of the transactions contemplated thereby;
There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending, or, to the best knowledge of Issuer, threatened against the Issuer seeking to restrain or enjoin the sale or issuance of the Bonds, or in any way contesting or affecting any proceedings of the Issuer taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Issuer Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Issuer relating to the sale of the Bonds;
To the best knowledge of the Issuer, the execution and delivery by the Issuer of the Issuer Documents and compliance with the provisions on the Issuer’s part contained therein will neither (i) materially conflict with or constitute a material breach of or default under any applicable law, administrative regulation, judgment or decree to which the Issuer is subject, (ii) conflict with any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor (iii) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such law, administrative regulation, judgment, decree, loan agreement, financing agreement, indenture, bond, security, note, resolution, agreement or other instrument, except as provided by the Issuer Documents;
Except as may be required under Blue Sky or other securities laws of any state and for filings to be made with the Internal Revenue Service on Form 8038, to the Issuer’s knowledge, there is no consent, approval, authorization or other order of, or filing with, or certification by, any state court, or state or federal governmental agency, or public body of any state required for the execution and delivery of the Issuer Documents or the consummation by the Issuer of the transactions on its part contemplated herein or therein, which has not been duly obtained or made on or prior to the date hereof;

Upon delivery of the Bonds, the Issuer will have good right, full power and lawful authority to pledge and assign the Trust Estate described in the Indenture to the Trustee as provided in the Indenture and the Bond Resolution;
The Issuer has complied in all material respects with the Bond Resolution and the Issuer Documents; and
The Bonds, when delivered in accordance with the Indenture and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and outstanding special, limited obligations of the Issuer entitled to all the benefits and security of the Indenture.
The execution and delivery of this Purchase Contract by the Issuer shall constitute a representation by the Issuer to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to information furnished by the Borrower pursuant to this Purchase Contract, the Issuer is relying solely on such information in making the Issuer’s representations and agreements, and as to all matters of law the Issuer is relying on the advice of Bond Counsel; and provided further, that no member, officer, agent or employee of the Issuer shall be individually liable for the breach of any representation, or agreement contained herein.
It is understood that the representations and covenants of the Issuer contained in this Section 6 and elsewhere in this Purchase Contract shall not create any general obligation or liability of the Issuer, and that any obligation or liability of the Issuer hereunder or under the Issuer Documents is payable solely out of the Trust Estate established under the Indenture. It is further understood and agreed that the Issuer makes no representations, except as set forth in paragraph 5.4(a) above, as to the Official Statement, or as to (i) the financial condition, results of operation, business or prospects of the Borrower or the Project,
(ii) any statements (financial or otherwise), representations, documents or certification provided or to be provided by the Borrower in connection with the offer or sale of the Bonds, or (iii) the correctness, completeness or accuracy of such statements, representations, documents or certifications.
Section 7.  Representations and Warranties of the Borrower.
In addition to the representations and warranties made in Section 5 herein, the Borrower hereby makes the following representations and warranties to the Underwriter and the Issuer, all of which will continue in effect subsequent to the purchase of the Bonds:
The Borrower is a limited liability company duly organized and existing under and pursuant to the laws of the State and is qualified to own the Project and conduct its business in the State.
The Borrower has, and as of the Closing Date will have, full legal right, power and authority to (i) execute and deliver the Borrower Documents, (ii) assist in the preparation, distribution and use of the Preliminary Official Statement and the Official Statement, and (iii) otherwise consummate the transactions contemplated by the Borrower Documents.
The Borrower has duly authorized the (i) execution and delivery of the Borrower Documents, (ii) performance by the Borrower of the obligations contained in the Borrower Documents, (iii) preparation of the Preliminary Official Statement and the Official Statement, and
(iv) consummation by the Borrower of all of the transactions contemplated by the Borrower Documents.

The Borrower Documents are, and, when executed and delivered by the Borrower and the other parties thereto, will be, the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity.
All consents, approvals, orders or authorizations of, notices to, or filings, registrations or declarations with any governmental authority, board, agency, commission or body having jurisdiction which are required on behalf of the Borrower for the execution and delivery by the Borrower of the Borrower Documents or the consummation by the Borrower of the transactions contemplated hereby or thereby, have been obtained or will be obtained prior to Closing.
The execution and delivery by the Borrower of the Borrower Documents and the consummation by the Borrower of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in the breach of or default under
(i) the organizational documents of the Borrower, (ii) any applicable law, rule, regulation, judgment, decree, order or other requirement to which the Borrower is subject, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties are bound.
There is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body or other entity or person, pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any partner or member of the Borrower, in their respective capacities as such, nor, to the knowledge of the Borrower, any basis therefor, (i) which would restrain or enjoin the issuance or delivery of the Bonds, the use of the Preliminary Official Statement or the Official Statement in the marketing of the Bonds or the collection of revenues pledged under or pursuant to the Borrower Documents or (ii) which would in any way contest or affect the organization or existence of the Borrower or the entitlement of any officer of the Borrower to its position or (iii) which would contest or have a material and adverse effect upon (A) the due performance by the Borrower of the transactions contemplated by the Preliminary Official Statement, the Official Statement or the Borrower Documents, (B) the validity or enforceability of the Bonds, the Borrower Documents or any other agreement or instrument to which the Borrower is a party and that is used or contemplated for use in the consummation of the transactions contemplated hereby and thereby, (C) the exclusion from gross income for federal income tax purposes of the interest on the Bonds or (D) the financial condition or operations of the Borrower, (iv) which contests in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or (v) which questions the power or authority of the Borrower to carry out the transactions on its part contemplated by the Preliminary Official Statement, the Official Statement and the Borrower Documents, or the power of the Borrower to own or operate the Project. The Borrower is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect.
On the Closing Date, the Borrower shall not have granted any interests in or rights or options to sell the Bonds to any other party.
All permits (including building permits), licenses and authorizations necessary for the ownership and operation of its Project in the manner contemplated by the Preliminary Official Statement, the Official Statement and each of the Borrower Documents have been obtained or will be obtained, and said ownership and operation are not in conflict with any zoning or similar ordinance applicable to the Project. The Project conforms to all material environmental regulations.

None of the Borrower, any guarantor of the Borrower or any “related person” to the Borrower within the meaning of Section 147 of the Code has acquired or shall acquire, pursuant to any arrangement, formal or informal, any Bonds.
The Borrower has not taken or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
On the Closing Date, each of the representations and warranties of the Borrower contained in the Borrower Documents and all other documents executed by the Borrower in connection with the Bonds shall be true, correct and complete in all material respects.
As of the Closing Date, the Borrower will not be in material default under any document, instrument or commitment to which the Borrower is a party or to which any of its property is subject which default would or could reasonably be expected to adversely affect the ability of the Borrower to carry out its obligations under the Borrower Documents. As of the Closing Date, the Borrower will be in compliance with all of its obligations under the Tax Regulatory Agreement.
The Borrower is in compliance with all of its prior continuing disclosure undertakings entered into pursuant to Rule 15c2-12, if any.
Each of the representations and warranties set forth in this Section 7 will survive the Closing.
Any certificate signed by any officer of the Borrower and delivered to the Underwriter in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Borrower to the Underwriter as to the statements made therein.
Section 8.  Covenants of the Issuer.
The Issuer hereby makes the following covenants with the Underwriter:
Prior to the Closing, the Issuer will not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without providing reasonable notice of such proposed supplement or amendment to the Underwriter. Neither the receipt by the Underwriter of notice of a proposed supplement or amendment nor the consent by the Underwriter to such supplement or amendment shall abrogate the Underwriter’s rights under Section 12(c) hereof.
Prior to the Closing, the Issuer will not amend, terminate or rescind, and will not agree to any amendment, termination or rescission of the Issuer Documents in effect without the prior written consent of the Underwriter.
Prior to the Closing, except as provided in the Issuer Documents, the Issuer will not create, assume or guarantee any indebtedness payable from, or pledge or otherwise encumber, the revenues, assets, properties, funds or interests which will be pledged pursuant to the Indenture, including, without limitation, the Bonds or the Issuer Documents.
Prior to the Closing Date and during the Update Period, the Issuer will not take any action which will in any way cause the proceeds of the Bonds to be applied in a manner other

than as provided in the Indenture and described in the Official Statement or which would cause the interest on the Bonds to be includable in the gross income of the holders thereof for federal income tax purposes.
Prior to the Closing, the Issuer will obtain all governmental consents, approvals, orders or authorizations of any governmental authority or agency that would constitute a condition precedent to the performance by it of its obligations under the Issuer Documents and the Bonds.
The Issuer will reasonably cooperate with the Underwriter upon request, without cost to the Issuer, in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate; provided that the foregoing shall not require the Issuer to expend its own funds, execute a general or special consent to service of process or to qualify as a foreign corporation in connection with such qualification in any foreign jurisdiction.
The Issuer will not adopt any amendment of or supplement to the Official Statement to which, after having been furnished a copy, the Underwriter shall reasonably object in writing and if any event relating to or affecting the Issuer or the Borrower shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement so that it does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, the Issuer shall cause to be forthwith prepared and furnished (at the sole expense of the Borrower) to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Section 9.  Covenants of the Borrower.
The Borrower hereby makes the following covenants with the Underwriter and the Issuer:
The Borrower will not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without providing reasonable notice of such proposed supplement or amendment to the Underwriter and the Issuer. It is understood pursuant to Section 12(c) that, in the event there arises an event or condition which, in the reasonable judgment of the Underwriter, requires the Official Statement to be amended or supplemented or has a material and adverse effect upon the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds, the Underwriter shall have the right, pursuant to Section 12(c) hereof, to terminate this Purchase Contract without liability. Neither the receipt by the Underwriter of notice of a proposed supplement or amendment nor the consent by the Underwriter to such supplement or amendment shall abrogate the Underwriter’s rights under Section 12(c) hereof.
The Borrower will not adopt any amendment of or supplement to the Official Statement to which, after having been furnished a copy, the Underwriter shall reasonably object in writing and if any event relating to or affecting the Issuer or the Borrower shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to the Underwriter, the Borrower shall cause to be forthwith

prepared and furnished (at the sole expense of the Borrower) to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Issuer and the Underwriter) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Prior to the Closing, the Borrower will not amend, terminate or rescind, and will not agree to any amendment, termination or rescission of the Borrower Documents without the prior written consent of the Underwriter.
Prior to the Closing, the Borrower will not create, assume or guarantee any indebtedness payable from, or pledge or otherwise encumber, the revenues, assets, properties, funds or interests which will be pledged pursuant to the Indenture, including, without limitation, the Bonds, the Financing Documents or any indebtedness allowed under the loan from the Mortgage Lender.
The Borrower will cooperate with the Issuer to cause the Bonds to be delivered to the address and at the time specified by the Underwriter in conjunction with the Closing.
The Borrower will not take or omit to take any action which will in any way cause the proceeds of the Bonds, or other moneys on deposit in any fund or account in connection with the Bonds, to be applied in a manner other than as provided in the Indenture and described in the Preliminary Official Statement or the Official Statement and will not take or omit to take any action which would cause the interest on the Bonds to be includable in the gross income of the holders thereof for federal income tax purposes.
The Borrower will cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate.
The Borrower agrees to cause the necessary amount to be paid to the Trustee and/or the escrow agent on the Closing Date to pay costs of issuance.
The Borrower agrees to provide the Underwriter, at the Borrower’s expense, a reasonable number of additional copies of the Financing Documents as the Underwriter shall request.
Section 10. Conditions of Closing.
The obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the items described in Section 10.2 hereof and to the satisfaction of the following conditions:
The Underwriter will not have discovered any material error, misstatement or omission in the representations and warranties made in this Purchase Contract, which representations and warranties will be deemed to have been made again at and as of the time of the Closing and will then be true in all material respects.

The Issuer and the Borrower will have performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by such respective parties at or prior to Closing.
The Bonds, the Financing Documents and the Official Statement shall each have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall not have been amended, modified or supplemented prior to the Closing except as may have been agreed to in writing by the Underwriter and no event of default shall exist under any such documents.
The Underwriter will have received orders for all of the Bonds (or such amount of the Bonds as is acceptable to the Underwriter) and (a) such orders have not been withdrawn at the time of the Closing and (b) the market price or marketability, at the initial offering price set forth in the Official Statement, of the Bonds shall not have been adversely affected, in the reasonable judgment of the Underwriter.
The Borrower shall have entered into the Continuing Disclosure Agreement containing covenants meeting the requirements of Rule 15c2-12 under the 1934 Act.
The Issuer shall have received the executed Issue Price Certificate of the Underwriter, substantially in the form attached to this Purchase Contract as Exhibit E.
The Underwriter shall have executed the Disclosure Letter attached to this Purchase Contract as Exhibit F.
In addition to the conditions set forth in Section 10.1, the obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the following items:
An approving opinion of Bond Counsel, dated the Closing Date, relating to the validity of the Bonds and the tax-exempt status of the Bonds, substantially in the form attached to the Official Statement as Appendix F, and a letter of such counsel, addressed to the Underwriter and the Issuer, to the effect that such opinion may be relied upon, together with a supplemental opinion of Bond Counsel, satisfactory in form and substance to the Underwriter and the Issuer, dated the Closing Date, substantially in the form attached hereto as Exhibit B.
An opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Underwriter, the Trustee, Bond Counsel and the Issuer and in substantially the form attached hereto as Exhibit C.
An opinion of Tiber Hudson LLC, counsel to the Underwriter, dated the Closing Date, satisfactory in form and substance to the Underwriter.
A certificate of the Issuer, dated the Closing Date and signed by an authorized official or officer of the Issuer, to the effect that (i) each of the Issuer’s representations contained herein and in all other Issuer Documents, which representations will be deemed to have been made again at and as of the time of Closing, are true and correct in all material respects; (ii) the Issuer has performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by it at or prior to the Closing; and (iii) the information contained in the Preliminary Official Statement and the Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” is true and correct in all material respects and

does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Evidence that a public hearing has been duly held and the issuance of the Bonds has been duly approved as required by the Code.
A certificate of the Issuer, dated the Closing Date and signed by an authorized officer of the Issuer, in form and substance satisfactory to the Issuer, the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion.
A certificate of the Borrower, dated the Closing Date and signed by its authorized representative, to the effect that:
each of the Borrower’s representations and warranties contained herein and in all Borrower Documents, which representations and warranties will be deemed to have been made again at and as of the time of Closing, are true and correct in all material respects;
the Borrower has performed and complied with all agreements and conditions required by this Purchase Contract to be performed or complied with by it at or prior to the Closing;
since the date of the Official Statement and except as set forth therein, there has not been any material adverse change in the Borrower’s operations, financial or otherwise;
the information contained in the Preliminary Official Statement and the Official Statement is true and correct and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading;
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its affiliates, nor, to the best knowledge of the Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding would, in any way, adversely affect the transactions contemplated by the Loan Agreement or the operation and management of the Project, or that might result in any material adverse change in the business, operations, properties, assets, liabilities or condition (financial or other) of the Borrower or that affects the information in the Preliminary Official Statement and the Official Statement; and
such other matters as the Underwriter may reasonably request.
A certificate of the Borrower dated the Closing Date and signed by its authorized representative, in form and substance satisfactory to the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion.

An opinion of counsel to the Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriter.
The Borrower’s 15c2-12 Certificate, substantially in the form attached hereto as Exhibit D, duly executed by the Borrower.
Certified copies of the organizational documents of the Borrower and copies of the resolutions or actions of its members (if applicable) authorizing the execution and delivery of the Borrower Documents.
The Financing Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Issuer, Bond Counsel and the Underwriter.
Written evidence satisfactory to the Underwriter that Moody’s Investors Service, Inc. (the “Rating Agency”) has issued a rating of “[Aa1][Aa1/VMIG 1]” for the Bonds and such rating shall be in effect on the Closing Date.
Such additional legal opinions, certificates, instruments and other documents as the Underwriter, the Issuer or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties of the Issuer and the Borrower herein contained and of the Official Statement, and to evidence compliance by the Issuer and the Borrower with this Purchase Contract and all applicable legal requirements, and the due performance and satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer and the Borrower.
If any of the conditions set forth in Section 10.1 or 10.2 hereof have not been met on the Closing Date, the Underwriter may, at its sole option, terminate this Purchase Contract or proceed to Closing upon waiving any rights under this Purchase Contract with respect to any such condition. If this Purchase Contract is terminated pursuant to this Section 10, no party hereto will have any rights or obligations under this Purchase Contract to any other party hereto, except as provided in Section 13 hereof.
Section 11.	Actions and Events at the Closing.
The following events will take place at the Closing:
The Issuer will direct the Trustee to deliver the Bonds to the Underwriter. The Bonds so delivered will be in the form required by the Indenture, duly authenticated by the Trustee, and will be fully registered in the name of Cede & Co., as nominee of The Depository Trust Company, Brooklyn, New York.
The Issuer and the Borrower, as applicable, will deliver or cause to be delivered to the Underwriter at the offices of Bond Counsel, or at such other place or places as the Issuer, the Borrower and the Underwriter may mutually agree upon, the materials described in Section 10.1 and Section 10.2 hereof.
The Underwriter will deliver to the Trustee, for the account of the Issuer, a wire, payable in immediately available funds, in an amount equal to the purchase price of the Bonds as set forth in Exhibit A hereto.

Section 12.	Termination of Agreement.
The Underwriter may terminate this Purchase Contract, without liability therefor, by notifying the Issuer and the Borrower at any time prior to the Closing, if:
Legislation is enacted or introduced in the Congress or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either house of the Congress of the United States by a committee of such house to which such legislation has been referred for consideration, or a decision is rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice or official statement is issued or made: (i) by or on behalf of the President, the Treasury Department of the United States or the Internal Revenue Service with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by the owners of the Bonds, or (ii) by or on behalf of the SEC, or any other governmental entity having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds or any arrangements underlying the Bonds, are not exempt from registration under the 1933 Act, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended;
The declaration of a general banking moratorium by federal, New York or State authorities, or general suspension of trading in securities on the New York Stock Exchange any other national securities exchange, or the establishment by the New York Stock Exchange, by the SEC, by any federal or state agency or by the decision of any court, of any limitation on prices for such trading, or any outbreak or escalation of hostilities or occurrence of any other national or international calamity or crisis, or escalation of such calamity or crisis, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriter to proceed with the purchase and offering of the Bonds;
Any event or condition which, in the reasonable judgment of the Underwriter, (i) renders untrue any statement of a material fact in the Official Statement, and the Issuer and the Borrower do not agree to supplement or amend the Official Statement to correct the deficiency, or
(ii) causes the Official Statement to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer and the Borrower do not agree to supplement or amend the Official Statement to correct the deficiency, or (iii) has a material adverse effect upon the marketability of the Bonds, or (iv) would materially and adversely affect the ability of the Underwriter to enforce contracts for the sale of the Bonds;
The imposition by the New York Stock Exchange or other national securities exchange, or any governmental entity, of any restrictions not now in force with respect to any of the Bonds or obligations of the general character of the Bonds or securities generally, or the increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of the Underwriter;
An order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental entity having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds or the issuance, offering or sale of the Bonds or any arrangements underlying the Bonds, as contemplated hereby or by the Preliminary Official

Statement or the Official Statement, is or would be in violation of the federal securities laws as then in effect;
The rating on the Bonds shall have been downgraded or withdrawn by the Rating Agency; or
A material disruption in commercial banking, securities settlement, payment, or clearance services shall have occurred.
Section 13. Fees and Expenses.
The Borrower shall pay to the Underwriter a fee in the amount of $	 plus $   for certain fees and expenses (the “Underwriter’s Fee”), payable in immediately available funds on the Closing Date from which the Underwriter will pay certain expenses. The Underwriter’s Fee shall not include the fee of the Underwriter’s counsel. The Borrower acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred in connection with the issuance of the Bonds. The Borrower has agreed to pay the Underwriter’s Fee set forth in this Section 13.1, and inclusive in the expense component of the Underwriter’s Fee are actual expenses incurred or paid for by the Underwriter on behalf of the Borrower in connection with the marketing, issuance, and delivery of the Bonds, including, but not limited to, advertising expenses, the costs of any preliminary and final blue sky memoranda, CUSIP fees, and transportation, lodging, and meals for the Borrower’s employees and representatives, if any.
The Borrower shall pay the costs of issuance of the Bonds, including all expenses incident to the performance of the Underwriter’s and the Issuer’s obligations hereunder, including, but not limited to, (i) the cost of the preparation, printing or other reproduction of this Purchase Contract, the Preliminary Official Statement and the Official Statement, as either may be supplemented or amended, the Indenture and the other Financing Documents in reasonable quantities for distribution; (ii) the cost of engraving, reproducing and signing the definitive Bonds; (iii) the reasonable fees and disbursements of all applicable legal counsel, including Bond Counsel, counsel to the Issuer, counsel to the Trustee (if any), and counsel to the Underwriter; (iv) the initial fees and costs of paying the Trustee and all paying agents, transfer agents and registrars; (v) the fees and expenses of the Issuer; (vi) CUSIP fees; (vii) the cost of qualifying the Bonds for sale in various states chosen by the Underwriter and the cost of preparing or printing any Preliminary Blue Sky Survey to be used in connection with such sale; (viii) the fees and expenses of the experts retained by the Borrower with respect to the acquisition, rehabilitation and financing of the Project; (ix) the fees of the Rating Agency in connection with the rating of the Bonds; (x) normal travel costs, including reasonable transportation and lodging; (xi) ordinary and reasonable meals hosted by the Underwriter that are directly related to the offering contemplated by this Purchase Contract; (xii) all other applicable fees of professionals hired in conjunction with the issuance of the Bonds; and [(xiii) reimbursement to the Underwriter for the Underwriter’s Advance]. Notwithstanding anything to the contrary, in the event the transaction contemplated hereby does not close, the Borrower shall pay all fees and expenses incurred in connection with the transaction.
In the event that the Issuer, the Borrower or the Underwriter shall have paid obligations of the other as set forth in this Section, appropriate adjustments will promptly be made.
In addition to the provisions set forth in Section 14 hereto, the Borrower shall indemnify the Issuer and the Underwriter with respect to the foregoing costs and expenses in the event that the purchase provided for herein is not consummated.

Section 14. Indemnification.
The Borrower will indemnify and hold harmless the Issuer and the Underwriter, and each of their officers, directors, employees, agents, officials, members, commissioners, board members and each person who “controls” (as such term is used in Section 15 of the 1933 Act and Section 20 of the 1934 Act) the Issuer and the Underwriter (each referred to individually as an “Indemnified Party” and collectively as the “Indemnified Parties”) against any losses, claims, expenses (including, without limitation, to the extent permitted by law, reasonable attorneys’ fees and expenses actually incurred), damages or liabilities, causes of action (whether in contract, tort or otherwise), suits, claims, demands and judgments of any kind, character and nature (collectively referred to herein as the “Liabilities”), joint or several, to which the Indemnified Parties may be threatened or become subject, caused by or directly or indirectly arising from or in any way relating to (i) the Bonds, the Project, the loan of the proceeds of the Bonds, this Purchase Contract or any document related to the Bonds, the Project or the loan of the proceeds of the Bonds or any transaction or agreement, written or oral, pertaining to the foregoing, (ii) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Official Statement or the Official Statement, or any supplement or amendment thereto, or (iii) any omission or alleged omission to state in the Preliminary Official Statement or the Official Statement a material fact necessary to be stated therein in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. This indemnification provision shall not be construed as a limitation on any other liability which the Borrower may otherwise have to any indemnified person, provided that in no event shall the Borrower be obligated for double indemnification, in that the Borrower shall not be required to indemnify an Indemnified Party more than once with respect to a specific indemnification obligation arising as the result of a specific event. Notwithstanding the foregoing, the Borrower shall not be required to indemnify any Indemnified Party for the gross negligence or willful misconduct of such Indemnified Party.
The indemnity agreements in paragraph 14.1 of this Section 14 shall be in addition to any liability which the Borrower may otherwise have hereunder or under the other Borrower Documents, and shall extend on the same terms and conditions to each member, principal, official, officer, commissioner, board member, attorney or employee of the Borrower and to each person, if any, who “controls” (as such term is used in Section 15 of the 1933 Act and Section 20 of the 1934 Act) the Borrower.
Promptly after receipt by an Indemnified Party under paragraph 14.1 of this Section of notice of the commencement of any action against such Indemnified Party in respect of which indemnity or reimbursement may be sought against the Borrower under any such paragraph, such Indemnified Party will notify the Borrower in writing of the commencement thereof; provided that any delay or failure to give such notification shall be of no effect except to the extent that the Borrower is prejudiced thereby.
In case any action, claim or proceeding, as to which the Borrower is to provide indemnification hereunder, shall be brought against the Indemnified Party and the Indemnified Party notifies the Borrower of the commencement thereof, the Borrower may, or if so requested by the Indemnified Party shall, participate therein or assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party; provided that, except as provided below, the Borrower shall not be liable for the expenses of more than one separate counsel representing the Indemnified Parties in the action, claim or proceeding.
If the Borrower shall not have employed counsel to have charge of the defense of the action, claim or proceeding, or if any Indemnified Party shall have concluded reasonably that there may be a defense available to it or to any other Indemnified Party which is different from or in addition to those available to the Borrower or to any other Indemnified Party (hereinafter referred to as a “separate defense”),
(i) the Borrower shall not have the right to direct the defense of the action, claim or proceeding on behalf of the Indemnified Party, and (ii) reasonable legal and other expenses incurred by the Indemnified Party

(including without limitation, to the extent permitted by law, reasonable attorney’s fees and expenses actually incurred) shall be borne by the Borrower; provided, that the Borrower shall not be liable for the expenses of more than one additional separate counsel for each Indemnified Party with respect to such separate defenses. For the purpose of this paragraph, an Indemnified Party shall be deemed to have concluded reasonably that a separate defense is available to it or any other Indemnified Party if (a) such Indemnified Party shall have requested an unqualified written opinion from Independent Counsel to the effect that a separate defense exists, and such Independent Counsel shall have delivered such opinion to the Indemnified Party within ten (10) days after such request or (b) the Borrower agrees that a separate defense is so available. For purposes of this paragraph, Independent Counsel shall mean any attorney, or firm or association of attorneys, duly admitted to practice law before the supreme court of any state and not a full-time employee of any Indemnified Party. Nothing contained in this paragraph 14.5 will preclude any Indemnified Party, at its own expense, from retaining additional counsel to represent such party in any action with respect to which indemnity may be sought from the Borrower hereunder.
The Borrower agrees to reimburse any Indemnified Party for any reasonable expense (including reasonable fees and expenses of counsel) incurred as a result of producing documents, presenting testimony or evidence, or preparing to present testimony or evidence (based upon time expended by an Indemnified Party at its then current time charges), in connection with any court or administrative proceeding (including any investigation which may be preliminary thereto) arising out of or relating to any public distribution of the Bonds. The Borrower will not be required to reimburse any Indemnified Party if such court or administrative hearing arises out of the gross negligence of, willful misconduct or breach of, this Purchase Contract by an Indemnified Party.
In order to provide for just and equitable contribution in circumstances in which the indemnity provided for in paragraph 14.1 or 14.2 of this Section 14 is for any reason held to be unavailable, the Borrower and the Indemnified Party shall contribute proportionately to the aggregate Liabilities to which the Borrower and the Indemnified Party may be subject, so that the Indemnified Party is responsible for that portion represented by the percentage that the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of the Bonds bears to the aggregate offering price of the Bonds, with the Borrower responsible for the balance; provided, however, that in no case shall the Indemnified Party be responsible for any amount in excess of the fees paid by the Borrower to the Indemnified Party in connection with the issuance and administration of the Bonds; and provided, further, that the foregoing limitation on an Indemnified Party’s liability or responsibility shall not be applicable if the indemnity provided for in paragraph 14.1 or 14.2 is unavailable or inapplicable due to the gross negligence or willful misconduct of any Indemnified Party. No person guilty of fraudulent misrepresentation (within Section 10(b) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such misrepresentation.
The Indemnified Parties, other than the Underwriter and the Issuer, shall be considered to be third-party beneficiaries of this Purchase Contract for purposes of this Section 14. The provisions of this Section 14 will be in addition to all liability which the Borrower may otherwise have and shall survive any termination and cancellation of this Purchase Contract, the offering and sale of the Bonds and the payment or provisions for payment of the Bonds. The indemnification hereunder shall be in addition to, and shall not limit, any indemnity granted by the Borrower pursuant to the Indenture, the Borrower Documents or any other document.
Notwithstanding anything to the contrary in this Purchase Contract, the Issuer may employ its own counsel (whether one or more separate counsel) in any manner it deems appropriate and the Borrower shall indemnify the Issuer for fees and expenses of such counsel.

Section 15. Limitation of Liability.
Notwithstanding any provision herein to the contrary, any member, officer, director, partner, agent, commissioner, board members or employee of the Issuer, the Underwriter or the Borrower, including any person executing this Purchase Contract, shall not bear any liability as a result of any failure of the Issuer, the Underwriter or the Borrower to perform the obligations of each, respectively, set forth in this Purchase Contract.
Section 16. Miscellaneous.
All notices, demands and formal actions hereunder will be in writing and mailed, telecopied or delivered to the following address or such other address as either of the parties shall specify:
If to the Underwriter:	Stifel, Nicolaus & Company, Incorporated
800 Shades Creek Parkway, Suite 750
Birmingham, AL 35209 Attention: Britton P. Henig
If to the Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida LLC
219 East Livingston Street Orlando, FL 32801 Attention: George S. Flint
If to the Borrower:	EC Crestwood, LLC
c/o Envolve Communities, LLC 4121 Carmichael Road, Suite 200
Montgomery, AL 36106 Attention: Kea Calame
EC Crestwood, LLC
c/o Envolve Communities, LLC 880 Montclair Road, Suite 625
Birmingham, AL 35213 Attention: Major Lee
With copies to:
c/o Hunt Capital Partners, LLC 15910 Ventura Boulevard, Suite 1100
Encino, CA 91436 And:
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001-5327 Attention: Matthew W. Mullen

This Purchase Contract will inure to the benefit of and be binding upon the parties hereto and their successors and assigns and, except as provided in Section 14 hereof will not confer any rights upon any other person. The terms “successor” and “assigns” will not include any purchaser of any of the Bonds from the Underwriter merely because of such purchase.
This Purchase Contract may not be assigned by any of the parties hereto prior to the Closing.
If any provision of this Purchase Contract is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision of any constitution, statute, rule of public policy, or any other reason, such circumstances will not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstance or of rendering any other provision or provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent whatever.
This Purchase Contract will be construed in accordance with and governed by the internal laws of the State, without regard to conflict of law principles of the State.
This Purchase Contract may be executed in several counterparts (including counterparts exchanged by email in PDF format), each of which will be regarded as an original and all of which will constitute one and the same document.
Section 17. Survival of Certain Representations and Obligations.
The respective agreements, covenants, representations, warranties and other statements of the Issuer and the Borrower and each of their respective officers set forth in or made pursuant to this Purchase Contract shall survive delivery of and payment for the Bonds and shall remain in full force and effect, regardless of any investigation, or statements as to the results thereof, made by or on behalf of the Underwriter.
Section 18. Prohibition on Boycotts.
By entering into this Purchase Contract, the Underwriter certifies that it and its parent company, wholly or majority-owned subsidiaries, and other affiliates, if any, are not currently engaged in, or for the duration of this Purchase Contract will not engage in, a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel. The Underwriter understands that “boycott” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations, but does not include an action made for ordinary business purposes.

[Signature pages to follow]

If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof and, upon the acceptance hereof by the Issuer and the Borrower, this Purchase Contract and such acceptance shall constitute the binding agreement among us as to the matters set forth above.
Very truly yours,
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:		
Britton P. Henig Managing Director

[Signatures continue on following page]

[Issuer’s signature page to Purchase Contract]

OSCEOLA	COUNTY	HOUSING	FINANCE AUTHORITY

By:		
Duane Owen Chair

[Signatures continue on following page]

[Borrower’s signature page to Purchase Contract]

EC CRESTWOOD, LLC,
a Florida limited liability company
By:	EC Crestwood MM, LLC,
a Florida limited liability company, its Managing Member
By:	LRC GP, LLC,
a Delaware limited liability company, its Manager

By:	Envolve Communities, LLC,
a Delaware limited liability company, its sole Member

By:		
Ty Tyson
Chief Investment Officer

EXHIBIT A TERMS OF BONDS
Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

Dated Date

Initial Mandatory
Tender Date	Maturity Date

Principal Amount

Interest
Rate	Price

February   , 2026	September 1, 2028	September 1, 2043	$26,000,000		%	100%

EXHIBIT B
PROPOSED FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
February   , 2026
Stifel, Nicolaus & Company, Incorporated Birmingham, Alabama
$26,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B
Ladies and Gentlemen:
This opinion is being rendered to you pursuant to the Bond Purchase Agreement (the “Bond Purchase Agreement”), dated February  , 2026, among Osceola County Housing Finance Authority (the “Issuer”), the Underwriter named therein (the “Underwriter”) and EC Crestwood, LLC (the “Borrower”), relating to the sale by the Issuer of the above-captioned bonds (the “Bonds”) which are being issued pursuant to a Trust Indenture (the “Indenture”), dated as of February 1, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee.
We have acted as Bond Counsel in connection with the issuance and sale of the Bonds, and in that capacity we have participated in various conferences with representatives of and counsel for the Underwriter, representatives of and counsel for the Borrower, and representatives of and counsel for the Issuer relating to the preparation of the Official Statement, dated February  , 2026 (the “Official Statement”). In addition, we have participated in the preparation of the Indenture. We have also examined the documents and other items referred to in our opinion of even date herewith relating to the Bonds.
Based on and subject to the foregoing, and in reliance thereon, we are of the opinion that:
The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.
The statements contained in the Official Statement (except as to any statistical and financial data included in the Official Statement and except for the information relating to The Depository Trust Company, its Participants and its book-entry only system, as to which we do not express an opinion) under the captions “THE BONDS,” “TAX MATTERS,” “APPENDIX B – SUMMARY OF CERTAIN PROVISIONS OF THE TRUST INDENTURE,” “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT” and “APPENDIX D – SUMMARY OF CERTAIN
PROVISIONS OF THE TAX REGULATORY AGREEMENT,” insofar as such statements contained under such captions purport to summarize certain provisions of the Bonds, the Indenture, the Loan Agreement, the Tax Regulatory Agreement, and certain aspects of our firm’s opinion relating to the federal and the State of Florida tax implications of certain aspects of the Bonds present an accurate summary of such matters.
The Bond Purchase Agreement has been duly authorized, executed and delivered by the Issuer and, assuming due execution and delivery by the other parties thereto, constitutes a valid, legal and

binding special obligation of the Issuer enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights or contractual obligations generally and no opinion is being rendered as to the availability of any particular remedy thereunder.
The Underwriter may rely upon the opinion that we have provided to the Issuer, dated the date hereof, with respect to the Bonds.
This letter is furnished by us solely for your benefit and may not be relied upon by any other persons. This letter is not to be used, circulated, quoted, or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to be relied upon by the holders of the Bonds.
Very truly yours,

EXHIBIT C
FORM OF OPINION OF COUNSEL TO THE BORROWER
February   , 2026
Stifel, Nicolaus & Company, Incorporated Birmingham, Alabama
Osceola County Housing Finance Authority Kissimmee, Florida
Greenberg Traurig, LLP Orlando, Florida
The Bank of New York Mellon Trust Company, N.A. Jacksonville, Florida
$26,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

Ladies and Gentlemen:
We have acted as counsel to EC Crestwood, LLC (the “Borrower”), in connection with the issuance of the above-captioned bonds (the “Bonds”) by the Osceola County Housing Finance Authority (the “Issuer”).
Capitalized terms used but not defined herein have the meanings assigned to them in the Trust Indenture dated as of February 1, 2026, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), or the hereinafter-defined Bond Purchase Agreement.
In our capacity as such counsel, in rendering the opinions set forth below, we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (i) the Preliminary Official Statement, dated February  , 2026, of the Issuer relating to the Bonds (the “Preliminary Official Statement”); (ii) the Official Statement, dated February  , 2026, of the Issuer relating to the Bonds (the “Official Statement”); (iii) the Land Use Restriction Agreement, by and among the Issuer, the Trustee and the Borrower, dated as of February 1, 2026; (iv) the Loan Agreement, dated as of February 1, 2026, between the Issuer and the Borrower; (v) the Bond Purchase Agreement, dated February  , 2026, among the Issuer, the Underwriter named therein and the Borrower (the “Bond Purchase Agreement”); (vi) the Continuing Disclosure Agreement, dated as of February 1, 2026, between the Borrower and the Dissemination Agent named therein; (vii) the Remarketing Agreement, dated as of February 1, 2026, between the Borrower and the Remarketing Agent named therein; (viii) the promissory note, dated the Closing Date, executed by the Borrower; (ix) the Tax Compliance Agreement and No Arbitrage Certificate, dated the Closing Date, executed by the Borrower and the Issuer; and (x) such other documents, certificates and instruments as we have deemed necessary for the purposes of reaching the opinion expressed herein. We have also relied as to matters of fact upon a certificate of the Borrower and examined certain other certificates and documents.

In such examination, we have assumed the genuineness of all signatures (other than those relating to the Borrower), the authenticity of all documents submitted to us as originals, and the conformity to the original document of all documents submitted to us as photostatic or certified copies. We have assumed due authorization, execution and delivery of all documents referenced herein by the parties thereto other than the Borrower and that each of such parties has full power, authority and legal right to execute and deliver each such instrument.
Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof:
The Borrower (a) is a limited liability company validly existing under the laws of the State of Florida (the “State”), (b) is in good standing and duly qualified to transact business in the State, and (c) has full power and authority to execute and deliver the documents listed above numbered (iii) through (ix) (the “Financing Documents”) and the Official Statement and to perform its obligations under each respective agreement.
The Financing Documents and the Official Statement have each been duly authorized, executed and delivered by the Borrower and the Financing Documents constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforcement thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws (including fraudulent conveyance laws) affecting the enforcement of creditors’ rights and remedies generally in effect from time to time, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The execution and delivery of the Financing Documents and the performance by the Borrower of the terms of the respective agreements do not conflict with or violate any other document, instrument, decree, indenture or agreement by which the Borrower is bound.
No approval, authorization or other action by, or filing with, the State or any agency thereof, is required in connection with the execution and delivery by the Borrower of the Bond Purchase Agreement.
There is no action, suit, proceeding, inquiry or investigation at law or in equity or before any court or public body pending or, to the best of our knowledge, threatened, to challenge the right, power or authority of the Borrower to acquire, own and operate the Project or to perform its obligations under the Bond Purchase Agreement or the other Financing Documents.
The information in the Preliminary Official Statement and the Official Statement does not contain an untrue statement of fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date hereof.
We express no opinion as to any matter whatsoever, relating to the accuracy or completeness of any financial accounting or projection information furnished to any party, the accuracy or completeness of any representation made by our clients, the financial status of our clients, the ability of our clients to meet their obligations under any of the above-referenced agreements or any other related document.
Very truly yours,

EXHIBIT D
FORM OF BORROWER’S RULE 15c2-12 CERTIFICATE
$26,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) that the undersigned is authorized to execute and deliver this certificate on behalf of EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), and hereby further certifies to the Underwriter as follows:
This certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) in connection with the issuance and sale of the above-captioned securities (the “Bonds”).
In connection with the issuance and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated February  , 2026, relating to the Bonds (the “Preliminary Official Statement”) setting forth information concerning the Bonds and the Borrower.
As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), accreted values, yield to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the Underwriter(s), all with respect to the issuance and sale of the Bonds.
The Preliminary Official Statement is, as of the date thereof, deemed final within the meaning of the Rule, except for Permitted Omissions.
The section of the Preliminary Official Statement entitled “UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE” describes the agreement the Borrower expects to make for the benefit of the Bondholders in the Continuing Disclosure Agreement dated as of February 1, 2026, executed by the Borrower and The Bank of New York Mellon Trust Company, N.A., as dissemination agent, by which the Borrower will undertake to provide continuing disclosure in accordance with the Rule.
Dated: February   , 2026

[Signature page to follow]

[Signature page to Rule 15c2-12 Certificate]
IN WITNESS WHEREOF, I have hereunto set my hand as of the date set forth above.

EC CRESTWOOD, LLC,
a Florida limited liability company
By:	EC Crestwood MM, LLC,
a Florida limited liability company, its Managing Member
By:	LRC GP, LLC,
a Delaware limited liability company, its Manager

By:	Envolve Communities, LLC,
a Delaware limited liability company, its sole Member

By:		
Ty Tyson
Chief Investment Officer

EXHIBIT E
FORM OF ISSUE PRICE CERTIFICATE
$26,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), on behalf of itself, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Exhibit A attached to the Bond Purchase Agreement dated February  , 2026 among the Underwriter, EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), and Osceola County Housing Finance Authority (the “Issuer”).
Defined Terms.
“Issuer” means the Osceola County Housing Finance Authority, a public body corporate and politic duly organized and existing under the laws of the State of Florida.
“Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
“Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
“Underwriter” means (i) Stifel, Nicolaus & Company, Incorporated, (ii) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (iii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (ii) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer and the Borrower with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Greenberg Traurig, LLP, Orlando, Florida, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038,

and other federal income tax advice that it may give to the Issuer and the Borrower from time to time relating to the Bonds.
Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture of Trust dated as of February 1, 2026, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee.
Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose.
Dated: February   , 2026

[Underwriter’s signature page to Issue Price Certificate] Dated as of the date hereof.
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:		
Britton P. Henig Managing Director

[Underwriter’s signature page to Issue Price Certificate] Dated as of the date hereof.
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:		
Z. Jason Barnett Managing Director

EXHIBIT F DISCLOSURE LETTER
February   , 2026
Osceola County Housing Finance Authority 1392 E. Vine Street
Kissimmee, FL 34744 Ladies and Gentlemen:
In reference to the issuance of those certain $26,000,000 Osceola County Housing Finance
Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”), Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), pursuant to the Bond Purchase Agreement (the “Purchase Contract”) among the Underwriter, EC Crestwood, LLC (the “Borrower”) and the Osceola County Housing Finance Authority (the “Issuer”), hereby makes the following disclosures to the Issuer:
The Underwriter is acting as underwriter to the Issuer for the public offering of the Bonds. The total fee to be paid to the Underwriter pursuant to the Purchase Contract is equal to approximately
$	 per bond, of the total face amount of the Bonds, or $	 which includes $	 for expenses.
The estimated expenses not included in the above number to be incurred by the Underwriter and to be charged to the Borrower in connection with the issuance of the Bonds are:

Underwriter’s counsel (including disbursements)	$	 (or $	 per Bond)	
The names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker or financial consultant or advisor and who enters into an understanding with either the Issuer or the Underwriter, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Underwriter or who exercises or attempts to exercise any influence to effect any transaction in the purchase of the Bonds are:
None
The amount of the underwriting risk and takedown expected to be realized is: Takedown/Concession	$	 or $	 per Bond.
The amount of the management fee to be charged by the Underwriter is:
$	 or $	 per Bond.
Any other fee, bonus, and other compensation estimated to be paid by the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter is as follows:
Fee and Expenses
$	 or $	 per Bond (in addition to Underwriter’s counsel fee)

The Issuer is proposing to issue $	 of the Bonds for the purpose of financing the Project. The Bonds are expected to be repaid over a period of     years. At a forecasted interest rate of
	%, total interest paid over the life of the Bonds will be $	.
The source of repayment or security for the Bonds is the Trust Estate. Authorizing this debt or obligation will result in $0.00 of the Issuer’s moneys not being available to finance the other services of the Issuer each year the Bonds are Outstanding.
The name and address of the Underwriter connected with the Bonds is: Stifel, Nicolaus & Company, Incorporated
800 Shades Creek Parkway, Suite 750
Birmingham, AL 35209

[Remainder of page intentionally left blank]

[Signature Page to Disclosure Letter]
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:		
Britton P. Henig Managing Director

Section G

PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 	, 2026
NEW ISSUE – Book-Entry Only	RATING: Moody’s “	”
SEE “RATING” herein.
In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing law, as currently enacted and construed, and assuming the accuracy of certain certifications and compliance with certain covenants described under the heading “TAX MATTERS” herein designed to assure compliance with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds,
(i) interest on the Bonds is excludable from gross income of the owners of the Bonds for federal income tax purposes except for interest on any Bond for any period during which such Bond is held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code and (ii) interest on the Bonds is not an item of tax preference for purposes of individual alternative minimum tax, as more fully described under the caption “TAX MATTERS” herein. In the case of alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See “TAX MATTERS” herein.

Dated: Date of Delivery Initial Interest Rate: 	% Initial Offering Price: 100%*

$26,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B
Mandatory Tender in connection with Conversion Date:
no earlier than: December 1, 2027* Optional Call Date: December 1, 2027*
Initial Mandatory Tender Date: September 1, 2028*
Maturity Date: September 1, 2043*
CUSIP: 	

This Preliminary Official Statement and certain of the information contained herein is in a form deemed final for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (except for the omission of certain information permitted to be omitted under Rule 15c2-12(b)(1)). The information herein is subject to revision, completion or amendment in a final Official Statement. The Bonds may not be sold, nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Osceola County Housing Finance Authority (the “Issuer”) is issuing its Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026 (the “Indenture”), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds shall bear interest on the outstanding principal amount thereof at the Initial Interest Rate set forth above (the “Initial Interest Rate”) from their date of issuance to, but not including, the Initial Mandatory Tender Date set forth above (the “Initial Mandatory Tender Date”), payable on each March 1 and September 1, commencing September 1, 2026*. The Bonds are issuable only as fully registered bonds without coupons in the denomination of $5,000 principal amount or any integral multiple of $1,000 in excess thereof. See “THE BONDS” herein.
The Bonds are being issued to finance a loan (the “Loan”) to EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), to enable the Borrower to pay a portion of the cost of acquiring, rehabilitating and equipping a 216-unit multifamily rental housing project located in St. Cloud, Florida, and known as Crestwood Apartments (the “Project”). The Loan will be made to the Borrower pursuant to a Loan Agreement, dated as of February 1, 2026 (the “Loan Agreement”), between the Issuer and the Borrower, under which the Borrower has agreed to provide, as described herein, payments to the Issuer in amounts sufficient to pay the principal of and interest on the Bonds when due. The Loan will be evidenced by a Promissory Note in the principal amount of $26,000,000* (the “Note”) from the Borrower to the Issuer and endorsed to the Trustee.
The Bonds are subject to mandatory tender for purchase, subject to satisfaction of the applicable terms and conditions set forth in the Indenture, on the earlier of (i) the Conversion Date or (ii) the Initial Mandatory Tender Date (each, a “Mandatory Tender Date”). All Bondholders must tender their Bonds for purchase on the Mandatory Tender Date. The Bonds may be remarketed and a new interest rate for the Bonds may be determined on the Initial Mandatory Tender Date in accordance with the terms of the Indenture. If the Bonds are remarketed on the Initial Mandatory Tender Date, the terms of the Bonds after such date may differ materially from the description provided in this Official Statement. Therefore, prospective purchasers of the Bonds on and after the Initial Mandatory Tender Date cannot rely on this Official Statement, but rather must rely upon any disclosure documents prepared in connection with such remarketing.
The Bonds are subject to redemption prior to maturity as set forth herein. The Bonds are also subject to mandatory tender prior to the Initial Mandatory Tender Date as set forth herein. See “THE BONDS” herein.
At all times the Bonds will be secured by Eligible Investments or other Eligible Funds sufficient, along with earnings thereon (without the need for reinvestment), to pay all of the interest on the Bonds when due and to pay the principal of the Bonds at the earlier of the Initial Mandatory Tender Date or any preceding Mandatory Tender Date or Redemption Date, as further described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.
THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE TRUST ESTATE PLEDGED TO SUCH PURPOSES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE INDENTURE AND NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE STATE OF FLORIDA, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER.
The Bonds are offered for delivery when, as and if issued and received by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) and subject to the approval of legality by Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, of certain other conditions. Certain legal matters will be passed upon for the Issuer by its counsel, Latham, Luna, Eden & Beaudine, LLP, Orlando, Florida, for the Underwriter by its counsel, Tiber Hudson

* Preliminary; subject to change.

LLC, Washington, D.C., and for the Borrower by its counsel, Balch & Bingham LLP, Montgomery, Alabama. It is expected that the Bonds will be available in book-entry form through the facilities of DTC in Brooklyn, New York, on or about February 	, 2026.
This cover page contains limited information for ease of reference only. It is not a summary of the Bonds or the security therefor. The entire Official Statement, including the Appendices, must be read to obtain information essential to make an informed investment decision.

Date: February 	, 2026

No broker, dealer, salesman or other person has been authorized by the Issuer, to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale prior to the registration or qualification under the securities laws of any such jurisdiction. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made under the Indenture shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof.

All quotations from and summaries and explanations of provisions of laws and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the Issuer and the purchasers or owners of any of the Bonds. All statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The cover page hereof, inside front cover, and the appendices attached hereto are part of this Official Statement. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of the Issuer since the date hereof.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information.

No registration statement relating to the Bonds has been filed with the Securities and Exchange Commission (the “Commission”) or with any state securities agency. The Bonds have not been approved or disapproved by the Commission or any state securities agency, nor has the Commission or any state securities agency passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense.

The order and placement of information in this Official Statement, including the Appendices, are not an indication of relevance, materiality or relative importance, and this Official Statement, including the Appendices, must be read in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit, or describe the scope and intent, or affect the meaning or construction, of any provision or section of this Official Statement.

CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Issuer and are included solely for the convenience of the holders of the Bonds. The Issuer is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions.

The Bank of New York Mellon Trust Company, N.A., as Trustee, has not reviewed, provided or undertaken to determine the accuracy of any of the information contained in this Official Statement and makes no representation or warranty, express or implied, as to any matters contained in this Official Statement, including, but not limited to,
(i) the accuracy or completeness of such information, (ii) the validity of the Bonds, or (iii) the tax-exempt status of the Bonds.

TABLE OF CONTENTS

Page
INTRODUCTION	1
THE ISSUER	2
THE MORTGAGE LOAN, DEPOSITS INTO THE COLLATERAL FUND AND DISBURSEMENT OF BOND PROCEEDS	3
THE BONDS	4
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS	8
PRIVATE PARTICIPANTS	9
THE PROJECT	11
CERTAIN BONDHOLDERS’ RISKS	13
TAX MATTERS	15
UNDERWRITING	17
RATING	18
DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES	18
UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE	19
CERTAIN LEGAL MATTERS	19
ABSENCE OF LITIGATION	19
ADDITIONAL INFORMATION	20
APPENDIX A	DEFINITIONS OF CERTAIN TERMS ....................................................................................... A-1 APPENDIX B	SUMMARY OF CERTAIN PROVISIONS OF THE TRUST INDENTURE ..............................B-1
APPENDIX C	SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT..............................C-1 APPENDIX D	SUMMARY OF CERTAIN PROVISIONS OF THE TAX REGULATORY
AGREEMENT .............................................................................................................................. D-1 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT .........................................................E-1 APPENDIX F  FORM OF BOND COUNSEL OPINION ..................................................................................... F-1

OFFICIAL STATEMENT

$26,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

INTRODUCTION

This Official Statement (this “Official Statement”) has been prepared in connection with the issuance of the above-captioned Bonds (the “Bonds”) by the Osceola County Housing Finance Authority (the “Issuer”), a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “State”). The Board of the Issuer has authorized the issuance of the Bonds by its duly adopted Resolution dated February 6, 2026 (the “Resolution”) and the Bonds are issued pursuant to a Trust Indenture dated as of February 1, 2026 (the “Indenture”), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Certain capitalized terms that are used in this Official Statement and not otherwise defined shall have the definitions ascribed to them in “APPENDIX A — DEFINITIONS OF CERTAIN TERMS” hereto.

The Bonds are to be issued pursuant to the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981, as amended (the “Act”), for the purpose of providing funds to make a loan (the “Loan”) to EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), to enable the Borrower to pay a portion of the cost of acquiring, rehabilitating and equipping a 216-unit multifamily residential rental project located in St. Cloud, Florida, and known as Crestwood Apartments (the “Project”). See “PRIVATE PARTICIPANTS” and “THE PROJECT” herein.

The Loan will be made to the Borrower under a Loan Agreement dated as of February 1, 2026 (the “Loan Agreement”), by and between the Issuer and the Borrower. Pursuant to the Loan Agreement, the Borrower has agreed to make payments to the Issuer in amounts sufficient to pay the principal of and interest on the Bonds when due (the “Bond Service Charges”) to the extent that amounts otherwise available for such payment are insufficient therefor. The Loan will be evidenced by a promissory note in the principal amount of $26,000,000* (the “Note”) from the Borrower to the Issuer and endorsed to the Trustee.

The aggregate funds and Eligible Investments on deposit in the Project Fund and the Collateral Fund will, at all times, equal the principal amount of Bonds Outstanding. Bond Service Charges will be paid from amounts on deposit in the Bond Fund, the Collateral Fund and the Project Fund, and investment earnings thereon. Amounts on deposit in the Collateral Fund, the Bond Fund and the Project Fund will be invested in Eligible Investments. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

The Bonds shall bear interest on the outstanding principal amount thereof at a rate equal to the Initial Interest Rate set forth on the cover page hereof from the date of delivery to, but not including, September 1, 2028* (the “Initial Mandatory Tender Date”), payable on each March 1 and September 1, commencing September 1, 2026* (each an “Interest Payment Date”).

The Bonds are subject to mandatory tender for purchase, subject to satisfaction of the applicable terms and conditions set forth in the Indenture, on or prior to the Initial Mandatory Tender Date, including on the Conversion Date. All Bondholders must tender their Bonds for purchase on each Mandatory Tender Date, as set forth in the Indenture. A new interest rate for the Bonds may be determined on the Initial Remarketing Date in accordance with the terms of the Indenture. If the Bonds are remarketed on the Initial Mandatory Tender Date, the terms of the Bonds after such date may differ materially from the description provided in this Official Statement. Therefore, prospective

* Preliminary; subject to change.

purchasers of the Bonds on and after the Initial Mandatory Tender Date cannot rely on this Official Statement, but rather must rely upon any disclosure documents prepared in connection with such remarketing.

Subject to the satisfaction of certain conditions set forth in (i) the Freddie Mac Commitment between Grandbridge Real Estate Capital LLC (the “Freddie Mac Seller/Servicer”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and (ii) the Construction Phase Financing Agreement by and among M1 Bank, a state chartered bank organized under the laws of the State of Missouri (the “Mortgage Lender”), the Freddie Mac Seller/Servicer, and Freddie Mac, Freddie Mac has agreed to facilitate the financing of the Project in the Permanent Phase as described in the Indenture.

Brief descriptions of the Issuer, the Borrower, the Mortgage Lender, the Mortgage Loan, the Project, the Bonds, the security for the Bonds, the Indenture, the Loan Agreement and the Tax Regulatory Agreement are included in this Official Statement. The summaries herein do not purport to be complete and are qualified in their entireties by reference to such documents, agreements and programs as may be referred to herein, and the summaries herein of the Bonds are further qualified in their entireties by reference to the form of the Bonds included in the Indenture and the provisions with respect thereto included in the aforesaid documents.

THE ISSUER

The following information has been provided by the Issuer for use herein. While the information is believed to be reliable, none of the Trustee, the Borrower, the Underwriter, nor any of their respective counsel, members, officers or employees makes any representations as to the accuracy or sufficiency of such information.

General

The Issuer is a public body corporate and politic created under the laws of the State of Florida. It was created by Ordinance No. 81-4 enacted by the Board of County Commissioners of Osceola County, Florida (the "Board") on September 28, 1981, pursuant to the provisions of the Act. The Issuer was created under Chapter 159, Part IV, Florida Statutes, for the purpose of addressing a housing shortage in Osceola County by stimulating the construction and rehabilitation of housing through the use of public financing. Pursuant to the Act, the Issuer has the power to issue revenue bonds for the purposes described in the Act including, but not limited to, the purchasing of or making of commitments to purchase mortgage loans to stimulate the construction and rehabilitation of housing in the Issuer's area of operation.

The Issuer is authorized to finance and refinance multi-family rental housing projects and has issued bonds for such purpose. Such issued bonds do not share in the security for the Bonds, and the Bonds will not be secured by the revenues relating to the projects so financed or the security for the bonds in connection with such projects.

Organization and Membership

There is currently one vacancy on the Issuer’s board. The members of the Issuer and their terms of office are as follows:

Member	Position	Term	
Duane Owen	Chairman	December 31, 2029	
Karen Giel	Vice Chair	December 31, 2028	
Casmore Shaw	Assistant Secretary	December 31, 2026	
Renee Lavender	Assistant Secretary	December 31, 2028	

THE ISSUER HAS NO TAXING POWER. THE BONDS SHALL NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF; AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE THEREON. NEITHER THE FAITH, REVENUES, CREDIT NOR TAXING POWER OF THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF, SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY), OR INTEREST ON THE

BONDS. THE BONDS ARE PAYABLE, AS TO PRINCIPAL, PREMIUM (IF ANY), AND INTEREST, SOLELY OUT OF THE TRUST ESTATE.

EXCEPT FOR THE INFORMATION CONTAINED IN “THE ISSUER,” “ABSENCE OF LITIGATION
— THE ISSUER” AND “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES,” THE ISSUER HAS NOT PROVIDED ANY OF THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT. THE ISSUER IS NOT RESPONSIBLE FOR AND DOES NOT CERTIFY AS TO THE ACCURACY OR SUFFICIENCY OF THE DISCLOSURES MADE HEREIN OR ANY OTHER INFORMATION PROVIDED BY THE BORROWER OR ANY OTHER PERSON.

THE MORTGAGE LOAN, DEPOSITS INTO THE COLLATERAL FUND AND DISBURSEMENT OF BOND PROCEEDS

Contemporaneously with the issuance of the Bonds, the Borrower will obtain a construction loan (the “Mortgage Loan”) from the Mortgage Lender. Over time, Eligible Funds, including proceeds of the Mortgage Loan, are expected to be delivered to the Trustee for deposit into the Collateral Fund established by the Trustee under the Indenture. Upon the deposit of Eligible Funds into the Collateral Fund, and subject to the other applicable provisions set forth in the Indenture and the Loan Agreement, the Trustee shall disburse a like amount of Bond proceeds from the Project Fund to or at the direction of the Mortgage Lender for purposes of paying costs of the Project, all in accordance with the Loan Agreement and the Indenture. The maximum aggregate amount of funds representing proceeds of the Mortgage Loan to be delivered to the Trustee for deposit into the Collateral Fund will be $26,000,000*.

Bond Service Charges shall be payable as they become due, (i) in the first instance from money on deposit in the Bond Fund (excluding the Negative Arbitrage Account therein), (ii) next from money on deposit in the Negative Arbitrage Account of the Bond Fund, (iii) next from money on deposit in the Collateral Fund and transferred as necessary to the Bond Fund and (iv) thereafter, from money on deposit in the Project Fund and transferred as necessary to the Bond Fund. The Indenture provides that the amount of funds disbursed from the Project Fund on any given date for payment of Qualified Project Costs shall at all times equal the amount of Eligible Funds deposited into the Collateral Fund in connection with such disbursement. Accordingly, the aggregate amount in the Collateral Fund and the Project Fund shall at all times equal 100% of the principal amount of the Bonds outstanding.

Notwithstanding any provision of the Loan Agreement or the Indenture to the contrary, the Trustee will not act upon the delivery of a certified copy of the request for disbursement of funds from the Project Fund, unless and until (i) an amount equal to or greater than the requested disbursement amount has been deposited into the Collateral Fund in accordance with the provisions of the Indenture and (ii) the Trustee has verified that the sum of the amount then held in the Collateral Fund and the amount then on deposit in the Project Fund, less the anticipated amount of the disbursement from the Project Fund, is at least equal to the then-outstanding principal amount of the Bonds. The Mortgage Lender will not deliver Eligible Funds to the Trustee for deposit into the Collateral Fund until the Trustee has first confirmed this calculation to the Mortgage Lender. Upon receipt of Eligible Funds, Trustee shall be unconditionally and irrevocably obligated to disburse Bond proceeds in the amount of such installment of Eligible Funds to pay for Costs of the Project as set forth in the Indenture.

Amounts on deposit in the Project Fund, the Bond Fund and the Collateral Fund will be invested on the Closing Date in Eligible Investments. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Investment of Bond Fund, Project Fund and Collateral Fund; Eligible Investments” herein.

* Preliminary; subject to change.

THE BONDS

Terms of Bonds Generally

The Bonds shall be issued in Authorized Denominations and shall mature on September 1, 2043* (the “Maturity Date”). The Bonds are dated as of the Closing Date and shall bear interest at the Initial Interest Rate from the Closing Date to, but not including, the Initial Mandatory Tender Date, payable on each Interest Payment Date, commencing September 1, 2026* and on each Mandatory Tender Date.

Interest on the Bonds shall be computed on the basis of a 360-day year of 12 months of 30 days each.

The principal of and interest on any of the Bonds shall be payable in lawful money of the United States of America. Except as described below under the subcaption “Book-Entry-Only System,” (a) the principal of any Bond shall be payable when due to a Holder upon presentation and surrender of such Bond at the Designated Office of the Trustee or at the office, designated by the Trustee, of any Paying Agent and (b) interest on any Bond shall be paid on each Interest Payment Date by check or draft which the Trustee shall cause to be mailed on that date to the Person in whose name the Bond (or one or more Predecessor Bonds) is registered at the close of business of the Regular Record Date applicable to that Interest Payment Date on the Register at the address appearing therein.

Mandatory Tender

All Outstanding Bonds shall be subject to mandatory tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase price for each such Bond shall be payable in lawful money of the United States of America by check or draft, shall equal 100% of the principal amount to be purchased and accrued interest, if any, to the Mandatory Tender Date and shall be paid in full on the applicable Mandatory Tender Date.

The Mandatory Tender Dates shall consist of (i) the earliest of (A) the Initial Mandatory Tender Date, (B) the Conversion Date and (C) the Forward Commitment Maturity Date, and (ii) any subsequent dates for mandatory tender of the Bonds established by the Borrower with the consent of the Remarketing Agent in connection with a remarketing of the Bonds pursuant to the Indenture.

While tendered Bonds are in the custody of the Trustee pending purchase pursuant to the Indenture, the tendering Holders thereof shall be deemed the owners thereof for all purposes, and interest accruing on tendered Bonds through the day preceding the applicable Mandatory Tender Date is to be paid to such tendering Holders as if such Bonds had not been tendered for purchase.

Notwithstanding anything in the Indenture to the contrary, any Bond tendered under this heading will not be purchased if such Bond matures or is redeemed on or prior to the applicable Mandatory Tender Date.

The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m. Local Time on the Mandatory Tender Date in the following priority: (i) amounts representing proceeds of remarketed Bonds deposited into the Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (ii) on the Conversion Date, amounts on deposit in the Permanent Loan Purchase Fund, to pay the tender price of Bonds tendered for purchase in an amount equal to the Actual Project Loan Amount, (iii) on any Mandatory Tender Date other than the Conversion Date, amounts on deposit in the Collateral Fund (and/or other Eligible Funds under the Indenture), to pay the principal amount of Bonds tendered for purchase.
(iv) amounts on deposit in the Negative Arbitrage Account of the Bond Fund to pay the accrued interest; if any, on Bonds tendered for purchase, (v) available interest earnings on amounts on deposit in the Project Fund to pay the accrued interest, if any, on the Bonds tendered for purchase and (vi) any other Eligible Funds available or made available for such purpose at the direction of the Borrower, with the consent of the Issuer.

Bonds shall be deemed to have been tendered for purposes of this heading whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee and, subject to the right of the Holders of such Undelivered

* Preliminary; subject to change.

Bonds to receive the purchase price of such Bonds and interest accrued thereon to the Mandatory Tender Date, such Undelivered Bonds shall be null and void. If such Undelivered Bonds are to be remarketed, the Trustee shall authenticate and deliver new Bonds in replacement thereof pursuant to the remarketing of such Undelivered Bonds.

With respect to any mandatory tender on the Conversion Date, at the written direction of the Borrower, the Trustee shall sell or redeem Eligible Investments on deposit in the Project Fund and Collateral Fund and use the proceeds thereof, along with any deposit of Eligible Funds from the Borrower as required pursuant to the paragraph below, to redeem Bonds in excess of the Conversion Redemption Amount at the mandatory redemption price thereof.

In the event of a mandatory tender prior to the Initial Mandatory Tender Date, the Borrower shall comply with the provisions of the Indenture described under the heading “Investment of Bond Fund, Project Fund and Collateral Fund” in “APPENDIX B — SUMMARY OF CERTAIN PROVISIONS OF THE TRUST INDENTURE”
hereto not less than two Business Days prior to the applicable Mandatory Tender Date.

Mandatory Tender Notice

Notice to Holders. Not less than thirty (30) days preceding a Mandatory Tender Date (or ten (10) days in connection with a Mandatory Tender Date that is the Conversion Date), the Trustee shall give written notice of mandatory tender to the Holders of the Bonds then Outstanding (with a copy to the Borrower, the Investor Member and the Remarketing Agent) by first class mail, postage prepaid, at their respective addresses appearing on the Register (or, when the Bonds are in Book-Entry Form, pursuant to the applicable procedures of the Securities Depository) stating:

the Mandatory Tender Date and that (a) all Outstanding Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date, (b) all Outstanding Bonds must be tendered for purchase no later than 12:00 noon Local Time on the Mandatory Tender Date and (c) Holders will not have the right to elect to retain their Bonds;

the address of the Designated Office of the Trustee at which Holders should deliver their Bonds for purchase and the date of the required delivery;

that all Outstanding Bonds will be purchased on the Mandatory Tender Date at a price equal to the principal amount of the Outstanding Bonds plus interest accrued to the Mandatory Tender Date; and

any Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date.

Second Notice. In the event that any Bond required to be delivered to the Trustee for payment of the purchase price of such Bond shall not have been delivered to the Trustee on or before the twentieth (20th) day following a Mandatory Tender Date, the Trustee shall mail a second notice to the Holder of the Bond at its address as shown on the Register setting forth the requirements set forth in the Indenture for delivery of the Bond to the Trustee and stating that delivery of the Bond to the Trustee (or compliance with the provisions of the Indenture concerning payment of lost, stolen or destroyed Bonds) must be accomplished as a condition to payment of the purchase price applicable to the Bond.

Neither failure to give or receive any notice described in this heading, nor the lack of timeliness of such notice or any defect in any notice (or in its content) shall affect the validity or sufficiency of any action required or provided for in this heading.

Notice delivered as required under the Indenture with respect to a mandatory tender in connection with Conversion may be rescinded and annulled on or before the tender date set forth in such notice if Conversion does not occur by the Conversion Date.

Mandatory Redemption

The Bonds are subject to mandatory redemption as follows:

in whole, on the earliest practicable day for which notice of redemption may be given upon the occurrence of any of the following events: (i) the Borrower has not previously elected pursuant to the applicable sections of the Indenture and the Loan Agreement to cause the remarketing of the Bonds by the earliest date for which such election may be made pursuant to this Indenture, (ii) the conditions to remarketing set forth in the applicable sections of the Indenture have not been met by the dates and times set forth therein, or (iii) the proceeds of a remarketing on deposit in the Remarketing Proceeds Account at 11:00 a.m. Local Time on the Mandatory Tender Date are insufficient to pay the purchase price of the Outstanding Bonds on such Mandatory Tender Date. The Bonds shall be redeemed at a redemption price equal to 100% of the principal amount of such Bonds plus accrued interest to the applicable Redemption Date from funds on deposit in, or transferred from, the Bond Fund, the Collateral Fund, and the Project Fund;

in part on the Conversion Date, in an amount necessary to reduce the aggregate principal amount of Outstanding Bonds to the Actual Project Loan Amount, as required to satisfy the Conditions to Conversion (such amount, the “Conversion Redemption Amount”); and

in whole, on the Conversion Date Deadline, if the Conversion Date has not occurred on or prior to the Conversion Date Deadline.

Optional Redemption

The Bonds are subject to optional redemption prior to their maturity, at direction of the Borrower, either in whole or in part, on any date on or after the later to occur of (i) the date that the Project is placed in service, as certified in writing by the Borrower to the Trustee, and (ii) the Optional Call Date, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest, but without premium, to the applicable Redemption Date. Bonds subject to redemption in accordance with this paragraph shall be redeemed from (i) amounts on deposit in the Collateral Fund, (ii) amounts on deposit in the Bond Fund, other than funds in the Negative Arbitrage Account therein,
(iii) amounts on deposit in the Project Fund, and (iv) any other Eligible Funds available or made available for such purpose at the direction of the Borrower. In connection with any optional redemption of the Bonds prior to the applicable Mandatory Tender Date, the Trustee is permitted to sell Eligible Investments or redeem Eligible Investments prior to maturity at a price below par only if the Trustee receives, not less than 2 Business Days prior to the applicable Redemption Date, a Cash Flow Projection and any Eligible Funds required pursuant to such Cash Flow Projection.

Notice of Redemption

If the Borrower intends to effect an optional redemption of the Bonds, then, at least five (5) days prior to the latest date by which the Trustee must give notice of an optional redemption as set forth in this paragraph, the Borrower shall deliver to the Trustee written notice of such redemption. Unless waived by any Holder of Bonds to be redeemed, official notice of redemption shall be given by the Trustee on behalf of the Issuer by sending a copy of an official redemption notice by Electronic Means or by first class mail, postage prepaid, to the Holder of each Bond to be redeemed, at the address of such Holder shown on the Register at the opening of business on the fifth day prior to such mailing, (i) with respect to a mandatory redemption of the Bonds, not less than twenty (20) days nor more than thirty
(30) days prior to the date fixed for redemption, and (ii) with respect to an optional redemption of the Bonds, not less than ten (10) days prior to the date fixed for redemption. A second notice of redemption shall be given, as soon as practicable, by Electronic Means or by first class mail to the Holder of each Bond which has been so called for redemption (in whole or in part) but has not been presented and surrendered to the Trustee within sixty (60) days following the date fixed for redemption of that Bond.

Book-Entry Only System

The following information on the Book-Entry System applicable to all Bonds has been supplied by DTC and none of the Issuer, the Borrower or the Underwriter make any representation, warranties or guarantees with respect to its accuracy or completeness.

The Depository Trust Company (“DTC”), Brooklyn, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for each separately stated maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial

Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.‘s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede &. Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

General

The Bonds will be secured by all right, title and interest of the Issuer in the Trust Estate, including, but not limited to (i) all right, title and interest of the Issuer in and to all Revenues, derived or to be derived by the Issuer or the Trustee for the account of the Issuer under the terms of the Indenture and the Loan Agreement (other than the Reserved Rights of the Issuer), together with all other Revenues received by the Trustee for the account of the Issuer arising out of or on account of the Trust Estate, (ii) all right, title and interest of the Issuer in and to the Note (other than the Reserved Rights of the Issuer) including all payments and proceeds with respect thereto or replacement thereof, (iii) all moneys (including Eligible Funds) which are at any time or from time to time on deposit in any fund or account created under the Indenture (excluding funds in the Costs of Issuance Fund (but only to the extent such moneys are not proceeds of the Bonds) and the Rebate Fund), (iv) all right, title and interest of the Issuer in and to, and remedies under, the Loan Agreement (other than the Reserved Rights of the Issuer as defined in the Indenture);

and (v) all funds, moneys and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is authorized by the Indenture to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture (the foregoing collectively referred to as the “Trust Estate”).

THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON ARE SPECIAL LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE TRUST ESTATE PLEDGED TO SUCH PURPOSES IN THE MANNER AND TO THE EXTENT PROVIDED IN THE INDENTURE AND NO OTHER REVENUES OR ASSETS OF THE ISSUER. THE BONDS, THE PRINCIPAL OF AND THE INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF THE STATE OF FLORIDA, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF FLORIDA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER.

Repayment of Loan

The Loan Agreement and the Note obligate the Borrower to cause to be paid to the Trustee amounts which shall be sufficient to pay Bond Service Charges coming due on each Interest Payment Date. At all times, the Bonds will be secured by Eligible Investments or other Eligible Funds sufficient, along with earnings thereon (without the need for reinvestment), to pay all of the interest on the Bonds when due and to pay the principal of the Bonds at the earlier of the Initial Mandatory Tender Date or any preceding Mandatory Tender Date or Redemption Date, as further described herein, and such amounts will be a credit against the Borrower’s payment obligations under the Loan Agreement and the Note.

Investment of Bond Fund, Project Fund and Collateral Fund; Eligible Investments

On the Closing Date, all amounts on deposit in the Bond Fund and Collateral Fund will be invested in Eligible Investments. It is anticipated that all of the Bond proceeds in the Project Fund will be disbursed to pay Project Costs on and after the Closing Date and that Bond Service Charges will be paid from amounts on deposit in the Bond Fund and Collateral Fund and any investment earnings thereon.

Additional Bonds

No additional Bonds on parity with the Bonds may be issued pursuant to the Indenture.

PRIVATE PARTICIPANTS

The following information concerning the private participants has been provided by representatives of the private participants and has not been independently confirmed or verified by either the Underwriter or the Issuer. No representation is made herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof.

The Borrower

EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), is a single-asset entity formed for the specific purpose of developing and owning the Project. The managing member of the Borrower is EC Crestwood MM, LLC, a Florida limited liability company (the “Managing Member”), which will own a 0.01% interest in the Borrower. Hunt Capital Partners Tax Credit Fund 52, LP, a Delaware limited partnership (the “Investor Member”), will own a 99.98% interest in the Borrower. Obsidio Durum, LLC, a Delaware limited liability company (the “Special Member”) will own a 0.01% interest in the Borrower.

The Investor Member

Simultaneously with the issuance of the Bonds, the Borrower expects the Managing Member and the Investor Member to enter into an amended and restated operating agreement of the Borrower pursuant to which the Investor Member will acquire a 99.98% ownership interest in the Borrower. Pursuant to the offer, the equity funding arrangements for the funding of the tax credit equity are expected to be in the total amount set forth under “THE PROJECT — Plan of Financing” herein paid in stages during and after rehabilitation of the Project. These funding levels and the timing of the funding are subject to numerous adjustments and conditions which could result in the amounts funded and/or the timing or even occurrence of the funding varying significantly from the estimates set forth herein and neither the Issuer nor the Underwriter makes any representation as to the availability of such funds.

The Developer

The developer for the Project is Envolve Community Management, LLC, an Alabama limited liability company (the “Developer”). The Developer was started in 1995 and has 20 years of experience in affordable housing development. The Developer has developed 10,000 units in 13 states.

Limited Assets and Obligation of Borrower, Managing Member and Investor Member

The Borrower and the Managing Member have no substantial assets other than the Project and do not intend to acquire any other substantial assets or to engage in any substantial business activities other than those related to the ownership of the Project. However, the Managing Member, the Investor Member and their affiliates are engaged in and will continue to engage in the acquisition, development, ownership and management of similar types of housing projects. They may be financially interested in, as officers, members or otherwise, and devote substantial times to, business and activities that may be inconsistent or competitive with the interests of the Project.

The obligations and liabilities of the Borrower under the Loan Agreement and the Note are of a non-recourse nature and are limited to the Project and money derived from the operation of the Project. Neither the Borrower nor its members have any personal liability for payments on the Note to be applied to pay the principal of and interest on the Bonds. Furthermore, no representation is made that the Borrower has substantial funds available for the Project. Accordingly, neither the Borrower’s financial statements nor those of its members are included in this Official Statement.

The Property Manager

The Project will be managed by Envolve Community Management, LLC or its affiliates (collectively, the “Property Manager”). The Property Manager is an affiliate of the Developer. The Property Manager has been involved in the management of apartment complexes since 2011. The Property Manager currently manages 70 apartment complexes comprising a total of approximately 13,000 units throughout the United States. The Property Manager was formed in 1979 and currently has a staff of 200 corporate personnel and 800 site employees. Under a management agreement with the Borrower, the Property Manager will manage the day-to-day operations of the Project. The Property Manager, formerly known as LEDIC Realty Management, LLC, has extensive experience in management and compliance of affordable and HUD-assisted projects and currently manages approximately 35,000 multifamily units across the United States.

The General Contractor

The general contractor for the Project will be Whitestone Construction Group, LLC (the “General Contractor”). The General Contractor is not an affiliate of the Developer. The General Contractor was founded in 2012 and focuses on the multifamily, senior living, commercial construction and tax credit initiatives sectors.

The Architect

The architect for the Project is Dyke Nelson Architecture (the “Architect”). The Architect is not an affiliate of the Developer. The Architect has been a licensed architect for over 20 years and has experience as principal architect for a wide variety of projects including many projects similar in scope to the Project.

THE PROJECT

The following information concerning the Project has been provided by representatives of the Borrower and has not been independently confirmed or verified by either the Underwriter or the Issuer. No representation is made herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof.

The Project, known as Crestwood Apartments, is located in St. Cloud, Florida, on an approximately 16.01-acre site. The Project contains 216 apartment units in 28 buildings located at 3121 Crestwood Circle, St. Cloud, FL 34772. Common area improvements will include: flooring, paint, updates to the pool, fitness center, expanded computer center. Unit amenities include: energy star appliance, updated fixtures, new paint and flooring, new doors and fully updated bathrooms. There are 437 parking spaces for resident use only.

It is anticipated that rehabilitation will commence immediately upon the issuance of the Bonds and funding of the tax credit equity and will be completed in approximately     months.

The unit type, the unit mix and approximate square footage for the units of the Project will be as follows:

Unit Type	Average Square Feet	Number of Units
TOTAL	216
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Plan of Financing

The estimated sources and uses of funds for the Project are projected to be approximately as follows:

Sources of Funds:*
Bond Proceeds1	$26,000,000	
Federal LIHTC Equity	19,179,023	
Subordinate Seller Loan	17,500,000	
Bond Reinvestment Earnings	1,870,556	
NOI During Development	2,251,017	
Deferred Developer Fee	292,368	
Total Sources	$67,092,964	
Uses of Funds:*		
Acquisition Costs	$34,557,500	
Rehabilitation Costs	12,437,741	
Miscellaneous Expenses	949,443	
Costs of Issuance	6,624,304	
Developer Fee	8,686,902	
Reserves & Escrows	2,517,074	
Bond Repayment	1,320,000	
Total Uses	$67,092,964	
1 Subject to the satisfaction of the Conditions to Conversion, the Bonds may be subject to mandatory tender prior to the Initial Mandatory Tender Date (i.e., on the Conversion Date) with certain Eligible Funds, including the proceeds of a tax-exempt loan (the “Funding Loan”) from the Freddie Mac Seller/Servicer. On such tender date, Bonds so tendered may be redeemed in part in an amount sufficient to reduce the outstanding principal balance thereof to the Actual Project Loan Amount, and thereafter shall be delivered in the form of a note evidencing the Funding Loan (the “Governmental Note”) to the Freddie Mac Seller/Servicer, which Governmental Note, if issued, is expected to be sold to Freddie Mac.

All costs of issuing the Bonds, including the Underwriter’s fee, will be paid by the Borrower.

The Mortgage Loan.  The Project will utilize a construction loan in the principal amount of up to
$33,000,000* (the “Mortgage Loan”). The Mortgage Loan will be secured by a senior mortgage on the Project and the obligation to repay the Mortgage Loan will be evidenced by a promissory note (the “Mortgage Note”) from the Borrower to M1 Bank, a state chartered bank organized under the laws of the State of Missouri (the “Mortgage Lender”). The Mortgage Note will have a term of 180 months, with the right to one six-month extension, and will bear interest at a rate equal to the 10-Year Treasury per annum plus 184 basis points, with no payments of principal during the term, and with all unpaid principal and interest due at maturity. The Mortgage Loan proceeds will be disbursed from time to time by the Mortgage Lender to the Trustee for deposit into the Collateral Fund to allow for a corresponding amount of Bond proceeds to be disbursed to the Project.

The Federal Low Income Housing Tax Credit Equity. Simultaneously with the issuance of the Bonds, the Borrower sold to the Investor Member a 99.98% ownership interest in the Borrower. Pursuant to the sale, the funding of the Federal Low Income Housing Tax Credit equity will total approximately $19,179,023*, with approximately
$1,779,837* expected to be funded in connection with the issuance of the Bonds. The funding levels and the timing of the funding are subject to numerous adjustments and conditions which could result in the amounts funded and/or the timing or even occurrence of the funding varying significantly from the projections set forth above and neither the Issuer nor the Underwriter makes any representation as to the availability of such funds.

The Subordinate Seller Loan. The Project will also utilize a subordinate loan in the principal amount of
$17,500,000* (the “Subordinate Seller Loan”). The obligation to repay the Subordinate Seller Loan will be set forth

* Preliminary; subject to change.

in a promissory note (the “Subordinate Seller Note”) from the Borrower to Summit Crestwood Apartments, Ltd., an Alabama limited partnership, as maker of the Subordinate Seller Loan (the “Subordinate Lender”) and will be repayable on the terms and conditions set forth therein. The Subordinate Seller Note will be secured by a subordinate mortgage against the Project subordinate to the Mortgage Loan. The Subordinate Seller Note will have a term of 40 years and will bear interest at a rate of 4.25% per annum, with annual principal and interest not otherwise paid, due at maturity.

The sources and uses of funds to be applied under the Indenture are projected to be approximately as follows:

Sources of Funds:*
Bond Proceeds Eligible Funds Total

Uses of Funds:*
Project Fund Negative Arbitrage Total

Project Regulation

$26,000,000

$26,000,000

In order to obtain low-income housing tax credits, the Project will be operated as a qualified residential rental project with 40% of the residential units in the Project occupied by Low-Income Tenants (as defined in the Land Use Restriction Agreement dated as of February 1, 2026, among the Issuer, the Trustee and the Borrower (the “Tax Regulatory Agreement”) during the Qualified Project Period (as defined in the Tax Regulatory Agreement), in accordance with Section 142(d) of the Code. See “APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE TAX REGULATORY AGREEMENT” herein.

In addition to the rental restrictions imposed upon the Project by the Tax Regulatory Agreement (defined below), the Project will be further encumbered by a tax credit restrictive covenant, to be executed by the Borrower in connection with the low-income housing tax credits (the “LIHTCs”) anticipated to be granted for the Project and in compliance with the requirements of Section 42 of the Code. Section 42 of the Code will restrict the income levels of 100% of the residential units in the Project (the “Tax Credit Units”). 216 of the Tax Credit Units shall be held available for rental to persons whose adjusted family income is equal to or less than 60% of the AMI adjusted for family size and the rents which may be charged for occupancy of such units will be restricted to not more than 60% of AMI, adjusted for family size.

Notwithstanding the foregoing requirement, the Borrower has agreed to increase and modify the minimum requirements of the Code, and has agreed that not less than 100 percent of the Available Units in the Property (all 216 units) shall be occupied or reserved for occupancy by means individuals or families whose incomes do not exceed sixty percent (60%) of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County during the Qualified Project Period. The units within the Development shall be rented to the demographic commitment of family.

CERTAIN BONDHOLDERS’ RISKS

The purchase of the Bonds will involve a number of risks. The following is a summary, which does not purport to be comprehensive or definitive, of some of such risk factors.

General

Payment of the Bond Service Charges, and the Borrower’s obligations with respect to the Bond Service Charges, will be secured by and payable from Bond proceeds held in the Project Fund, if any, and moneys deposited

* Preliminary; subject to change.

into the Collateral Fund and the Bond Fund, including the Negative Arbitrage Account held in the Bond Fund. Although the Borrower will execute the Note to evidence its obligation to repay the Loan, it is not expected that any revenues from the Project or other amounts, except moneys in the Bond Fund, Project Fund, if any, and Collateral Fund, will be available to satisfy that obligation. The Indenture requires the Trustee to verify, before any disbursement of funds from the Project Fund, that the sum of the funds on deposit in the Project Fund and the Collateral Fund is at least equal to the then outstanding principal amount of the Bonds. It is expected that all of the Bond proceeds in the Project Fund will be disbursed to pay Project Costs on and after the Closing Date. At all times funds on deposit in the Project Fund, the Collateral Fund and the Bond Fund (including the Negative Arbitrage Account therein), and the interest earnings thereon (without the need for reinvestment), will be sufficient to pay the debt service on the Bonds.

Limited Security for Bonds

The Bonds are not secured by the Mortgage Loan. Investors should look exclusively to amounts on deposit in the Bond Fund, Project Fund, if any, and Collateral Fund under the Indenture and investment earnings on each as the source of payment of debt service on the Bonds.

Future Determination of Taxability of the Bonds

Failure of the Borrower to have complied with and to continue to comply with certain covenants contained in the Loan Agreement and the Tax Regulatory Agreement could result in interest on the Bonds being taxable retroactive to the date of original issuance of the Bonds. The Bonds are not subject to redemption upon a determination of taxability and are not subject to payment of additional interest in such an event, and neither the Issuer nor the Borrower will be liable under the Bonds, the Indenture or the Loan Agreement for any such payment of additional interest on the Bonds.

Issuer Limited Liability

The Bonds will not be insured or guaranteed by any governmental entity or by the Issuer or any member or program participant of the foregoing. The Bondholders will have no recourse to the Issuer in the event of an Event of Default on the Bonds. The Trust Estate for the Bonds will be the only source of payment on the Bonds.

Enforceability of Remedies upon an Event of Default

The remedies available to the Trustee and the owners of the Bonds upon an Event of Default under the Indenture, the Loan Agreement, the Tax Regulatory Agreement or any other document described herein are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the enforceability of certain legal rights related to the Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.

Secondary Markets and Prices

No representation is made concerning the existence of any secondary market for the Bonds. The Remarketing Agent will not be obligated to repurchase any of the Bonds, nor can any assurance be given that any secondary market will develop following the completion of the offering of the Bonds. Further, there can be no assurance that the initial offering prices for the Bonds will continue for any period of time. Furthermore, the Bonds should be purchased for their projected returns only and not for any resale potential, which may or may not exist.

Eligible Investments

Proceeds of the Bonds deposited into the Project Fund and Eligible Funds received by the Trustee for deposit into the Collateral Fund are required to be invested in Eligible Investments. See “APPENDIX A — DEFINITIONS OF CERTAIN TERMS” hereto for the definition of Eligible Investments. There can be no assurance that there will

not be a loss resulting from any investment held for the credit of the Project Fund or the Collateral Fund, and any failure to receive a return of the amounts so invested could affect the ability to pay the principal of and interest on the Bonds.

Rating Based on Eligible Investments

The rating on the Bonds is based on the amounts in the Project Fund, Bond Fund and the Collateral Fund being invested in Eligible Investments. If one or more of such investments fail to meet the rating standards for Eligible Investments after their acquisition and prior to maturity, such a change may result in a downgrade or withdrawal of the rating on the Bonds.

Future Legislation; IRS Examination

The Project, its operation and the treatment of interest on the Bonds are subject to various laws, rules and regulations adopted by the local, State and federal governments and their agencies. There can be no assurance that relevant local, State or federal laws, rules and regulations may not be amended or modified or interpreted in the future in a manner that could adversely affect the Bonds, the trust estate created under the Indenture, the Project, or the financial condition of or ability of the Borrower to comply with its obligations under the various transaction documents.

In recent years, the Internal Revenue Service (“IRS”) has increased the frequency and scope of its examination and other enforcement activity regarding tax exempt bonds. Currently, the primary penalty available to the IRS under the Code is a determination that interest on bonds is subject to federal income taxation. Such event could occur for a variety of reasons, including, without limitation, failure to comply with certain requirements imposed by the Code relating to investment restrictions, periodic payments of arbitrage profits to the United States of America, the timely and proper use of Bond proceeds and the facilities financed therewith and certain other matters. See “TAX MATTERS” herein. No assurance can be given that the IRS will not examine the Issuer, the Borrower, the Project or the Bonds. If the Bonds are examined, it may have an adverse impact on their price and marketability.

Potential Impact of Pandemics or Public Health Crises

The spread of the strain of a virus and resulting disease could alter the behavior of businesses and people in a manner that could have negative effects on global, state and local economies. There can be no assurances that the spread of a pandemic would not materially impact both local and national economies and, accordingly, have a materially adverse impact on the Project’s operating and financial viability. The effects of a pandemic could include, among other things, an increase in the time necessary to complete the construction and/or rehabilitation of the Project, suspension or delay of site inspections and other on-site meetings, interruption in the engagement of material participants in the Project, increase in the time necessary to conduct lease-up at the Project, and increased delinquencies and/or vacancies, all of which could impact the Borrower’s ability to make payments on the loans and result in a default and acceleration thereof.

Summary

The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bonds. In order for potential investors to identify risk factors and make an informed investment decision, potential investors should be thoroughly familiar with this entire Official Statement and the Appendices hereto.

TAX MATTERS

Legal matters incident to the authorization, validity and issuance of the Bonds are subject to the unqualified approving opinion of Greenberg Traurig, P.A., Orlando, Florida, whose opinion will be available at the time of delivery of the Bonds. It is anticipated that the approving opinion will be in substantially the form attached to this Official Statement as Appendix F.

General

In the opinion of Greenberg Traurig, P.A., as Bond Counsel, under existing law as currently enacted and construed, and assuming the accuracy of certain certifications and compliance with certain covenants of the Issuer and the Borrower designed to assure compliance with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), (i) the interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is held by a “substantial user” of the Development or a “related person” within the meaning of Section 147(a) of the Code, and (ii) interest on the Bonds is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income.

Section 142(d) of the Code provides that interest on certain governmental obligations, such as the Bonds, substantially all of the proceeds of which are to be used to provide financing for projects for “residential rental property,” shall be excludable from gross income for federal income tax purposes if, among other things, at all times during the Qualified Project Period either 20% or more of the units are set aside for tenants having incomes of 50% or less of Area Median Gross Income or 40% or more of the units are set aside for tenants having incomes of 60% or less of Area Median Gross Income. The Issuer has elected the 40% at 60% set aside for the Bonds.

Under the Code and Treasury Regulations, the failure to satisfy the foregoing requirements on a continuous basis or the failure to satisfy any of the other requirements of the Code and the Treasury Regulations will, unless corrected within a reasonable period of time of not less than sixty (60) days after such noncompliance is first discovered or should have been discovered, cause loss of the tax-exempt status of the Bonds as of the date of issuance of the Bonds, irrespective of the date such noncompliance actually occurred.

The Issuer has established requirements, procedures and safeguards which it believes to be sufficient to ensure compliance with the requirements of Section 142(d) of the Code and the Treasury Regulations with respect to the Development. Such requirements, procedures, and safeguards are incorporated into the Loan Agreement and the Tax Regulatory Agreement. However, no assurance can be given that in the event of a breach of any of the provisions or covenants described above, the remedies available to the Issuer or the Trustee can be judicially enforced in such manner as to assure compliance with Section 142( d) of the Code and, therefore, to prevent the loss of tax exemption of interest on the Bonds. The opinion of Bond Counsel described below relies upon certifications by the Borrower as to compliance with Section 142(d) of the Code. Bond Counsel expects to deliver an opinion at the time of issuance of the Bonds substantially in the form set forth in Appendix F attached hereto.

Section 148 of the Code provides that interest on the Bonds will not be excludable from gross income for federal income tax purposes unless (a) the investment of the proceeds of the Bonds meets certain arbitrage requirements and (b) certain “excess” earnings on such investments are rebated to the United States of America (collectively the “Arbitrage Restrictions”). The Trustee has been provided with instructions regarding the Arbitrage Restrictions and the Trustee has agreed that it will comply with those instructions. To the extent that the Arbitrage Restrictions are applicable to the Borrower, the Borrower has covenanted in the Loan Agreement and the Arbitrage Rebate Agreement that it will also comply with such restrictions. In the event of non-compliance by either the Trustee or the Borrower with the Arbitrage Restrictions, interest on the Bonds would be taxable for federal income tax purposes from the date of issuance of such Bonds. The Borrower has also covenanted to comply with certain other applicable provisions of the Code which are required as a condition to the exclusion from gross income of interest on the Bonds for federal income tax purposes.

The Code includes requirements which the Issuer and the Borrower must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal income tax purposes. The Issuer's or the Borrower's failure to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The Issuer and the Borrower have covenanted in the Indenture, the Tax Regulatory Agreement and the Loan Agreement to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds.

Bond Counsel has not undertaken to advise in the future whether any events after the date of execution and delivery of the Bonds may affect the federal tax status of the interest on the Bonds.

Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with “excess net passive income,” individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion as to any such collateral tax consequences. Purchasers of Bonds should consult their own tax advisors as to such collateral tax consequences.

Bond Counsel is further of the opinion that the Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel expresses no opinion regarding taxation of the Bonds or interest on the Bonds in any state other than Florida. Prospective purchasers of the Bonds should consult their tax advisors as to whether the Bonds or interest on the Bonds is or is not exempt from taxation in any other state.

A form of the opinion of Bond Counsel is attached hereto as Appendix F. A copy of such opinion will be available at the time of the initial delivery of the Bonds.

Future Changes in Law

From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress and in state legislatures that, if enacted into law, could alter or amend one or more of the federal or state tax matters described above including, without limitation, the excludability from gross income of interest on the Bonds, adversely affect the market price or marketability of the Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would apply to the Bonds. If enacted into law, such legislative proposals could affect the market price or marketability of the Bonds. Prospective purchasers of the Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.

Information Reporting and Backup Withholding

Interest paid on tax-exempt bonds such as the Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Bonds, under certain circumstances, to “backup withholding” at the rates set forth in the Code, with respect to payments on the Bonds and proceeds from the sale of Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Bonds. This withholding generally applies if the owner of Bonds (i) fails to furnish the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

UNDERWRITING

Pursuant and subject to the terms and conditions set forth in the Bond Purchase Agreement (the “Bond Purchase Agreement”), among Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), the Issuer and the Borrower, the Underwriter has agreed to purchase the Bonds at the price set forth on the cover page hereof. For its services relating to the transaction, the Underwriter will receive a fee of $   plus $  , payable in immediately available funds on the Closing Date, from which the Underwriter shall pay certain fees and expenses relating to the issuance of the Bonds[, plus an additional amount of $	 (the “Underwriter’s Advance”) for initial deposits

established under the Indenture]. The Underwriter’s fee shall not include the fee of its counsel. [The Borrower will reimburse the Underwriter for the Underwriter’s Advance on or before the Closing Date.]

The Underwriter’s obligations are subject to certain conditions precedent, and the Underwriter will purchase all the Bonds, if any are purchased. Pursuant to the Bond Purchase Agreement, the Borrower has agreed to indemnify the Underwriter and the Issuer against certain civil liabilities, including liabilities under federal securities laws. It is intended that the Bonds will be offered to the public initially at the offering prices set forth on the cover page hereof and that such offering prices subsequently may change without any requirement of prior notice. The Underwriter may offer the Bonds to other dealers at prices lower than those offered to the public.

The Underwriter does not guarantee a secondary market for the Bonds and is not obligated to make any such market in the Bonds. No assurance can be made that such a market will develop or continue. Consequently, investors may not be able to resell Bonds should they need or wish to do so for emergency or other purposes.

The Underwriter and its affiliates comprise a full-service financial institution engaged in activities which may include securities sales and trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Underwriter and its affiliates may have provided, and may in the future provide, a variety of these services to the Issuer and/or the Borrower and to persons and entities with relationships with the Issuer and/or the Borrower, for which they received or will receive customary fees and expenses. The Underwriter is not acting as financial advisor to the Issuer or the Borrower in connection with the offer and sale of the Bonds.

In the ordinary course of these business activities, the Underwriter and its affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Issuer and/or the Borrower (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Issuer and/or the Borrower.

The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire such assets, securities and instruments. Such investment and securities activities may involve securities and instruments of the Issuer.

In addition to serving as Underwriter, Stifel, Nicolaus & Company, Incorporated has been designated to serve as Remarketing Agent and will receive a fee for its remarketing services in connection with the remarketing, if any, of the Bonds on the Initial Mandatory Tender Date; conflicts of interest could arise.

RATING

Moody’s Investors Service, Inc., a Delaware corporation (the “Rating Agency”), has assigned to the Bonds the rating set forth on the cover page hereof. The rating reflects only the view of the Rating Agency at the time the rating was issued and an explanation of the significance of such rating may be obtained from the Rating Agency. The rating is not a recommendation to buy, sell or hold the Bonds. There is no assurance that any such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of such rating can be expected to have an adverse effect on the market price of the Bonds.

DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES

Rule 69W-400.003, Rules of Government Securities, promulgated by the Florida Department of Banking and Finance, Division of Securities, under Section 517.051(1), Florida Statutes (“Rule 69W-400.003”), requires the Issuer to disclose each and every default as to the payment of principal and interest with respect to obligations issued or guaranteed by the Issuer after December 31, 1975. Rule 69W-400.003 further provides, however, that if the Issuer in

good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted.

The Bonds do not constitute a general debt, liability or obligation of the Issuer, but are instead secured by amounts on deposit under the Indenture and by other security discussed herein. The Bonds are not being offered on the basis of the financial strength of the Issuer. Accordingly, the Issuer, in good faith, believes that disclosure of any such default on bonds with respect to which the Issuer was merely a conduit issuer and which are secured solely by payments of the borrower under a loan agreement, lease agreement or installment sale agreement, would not be considered material by a reasonable investor in the Bonds.

UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE

Prior to the issuance of the Bonds, the Borrower will execute and deliver a Continuing Disclosure Agreement pursuant to which the Borrower will agree to provide ongoing disclosure pursuant to the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). Financial statements and other operating data will be provided at least annually to the Municipal Securities Rulemaking Board (the “MSRB”) and notices of certain events will be issued pursuant to the Rule. Information will be filed with the MSRB through its Electronic Municipal Market Access (“EMMA”) system, unless otherwise directed by the MSRB. A form of the Continuing Disclosure Agreement is attached hereto as APPENDIX E.

A failure by the Borrower to comply with the Continuing Disclosure Agreement will not constitute an Event of Default under the Loan Agreement. Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by a broker or dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price and the ability of the Issuer to issue and sell bonds in the future.

The Borrower has not previously been subject to the continuing disclosure requirements of the Rule.

CERTAIN LEGAL MATTERS

Certain legal matters relating to the authorization and validity of the Bonds will be subject to an approving opinion of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the Issuer by its counsel, Latham, Luna, Eden & Beaudine, LLP, Orlando, Florida, for the Borrower by its counsel, Balch & Bingham LLP, Montgomery, Alabama, and for the Underwriter by its counsel, Tiber Hudson LLC, Washington, D.C. Payment of the fees of certain counsel to the transaction is contingent upon the issuance and delivery of the Bonds as described herein.

ABSENCE OF LITIGATION

The Issuer

There is no proceeding or litigation of any nature now pending or, to the knowledge of the Issuer, threatened against the Issuer restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds, any proceedings of the Issuer taken with respect to the issuance or sale thereof, the Issuer Documents, the pledge or application of any money or security provided for the payment of the Bonds, the existence or powers of the Issuer relating to the Bonds or the title of any officers of the Issuer to their respective positions.

The Borrower

There is no legal action, suit, proceeding, investigation or inquiry at law or in equity, before or by any court, agency, arbitrator, public board or body or other entity or person, pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any member of the Borrower, in their respective capacities as such, nor, to the knowledge of the Borrower, any basis therefor, (i) which would restrain or enjoin the issuance or delivery of the Bonds, the use of this Official Statement in the marketing of the Bonds or the collection of revenues pledged

under or pursuant to the Indenture or (ii) which would in any way contest or affect the organization or existence of the Borrower or the entitlement of any officer of the Borrower to its position or (iii) which would contest or have a material and adverse effect upon (A) the due performance by the Borrower of the transactions contemplated by this Official Statement, (B) the validity or enforceability of the Bonds or any other agreement or instrument to which the Borrower is a party and that is used or contemplated for use in the consummation of the transactions contemplated hereby and thereby, (C) the exclusion from gross income for federal income tax purposes of the interest on the Bonds or (D) the financial condition or operations of the Borrower, (iv) which contests in any way the completeness or accuracy of this Official Statement or (v) which questions the power or authority of the Borrower to carry out the transactions on its part contemplated by this Official Statement, or the power of the Borrower to own or operate the Project. The Borrower is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against it that would have such an effect.

ADDITIONAL INFORMATION

The summaries and explanation of, or references to, the Act, the Indenture and the Bonds included in this Official Statement do not purport to be comprehensive or definitive. Such summaries, references and descriptions are qualified in their entirety by reference to each such document, copies of which are on file with the Trustee.

The information contained in this Official Statement is subject to change without notice and no implication shall be derived therefrom or from the sale of the Bonds that there has been no change in the affairs of the Issuer from the date hereof.

This Official Statement is submitted in connection with the offering of the Bonds and may not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving matters of opinion or estimate, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Issuer and the owners of any of the Bonds.

References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this final official statement for purposes of, and as that term is defined in, SEC Rule 15c2-12.

[Signature pages to follow]

IN WITNESS WHEREOF, the foregoing Official Statement has been executed by the undersigned as of the date first written above.

EC CRESTWOOD, LLC,
a Florida limited liability company

By:	EC Crestwood MM, LLC,
a Florida limited liability company, its Managing Member

By:	LRC GP, LLC,
a Delaware limited liability company, its Manager

By:	Envolve Communities, LLC,
a Delaware limited liability company, its sole Member

By:		
Ty Tyson
Chief Investment Officer

[Issuer Signature Page to Official Statement]

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		
Duane Owen Chair

APPENDIX A
DEFINITIONS OF CERTAIN TERMS

Certain capitalized terms used in this Official Statement are defined below. The following is subject to all the terms and provisions of the Indenture, to which reference is hereby made and copies of which are available from the Issuer or the Trustee.

“Act” means the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981, as amended and supplemented from time to time.
“Actual Project Loan Amount” has the meaning set forth in the Construction Phase Financing Agreement. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the policies of such Person, directly or indirectly, whether through the power to appoint and remove its directors, the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” or “Loan Agreement” means the Loan Agreement dated as of February 1, 2026, between the Issuer and the Borrower and any and all Supplements thereto.
“Authorized Denomination” means $5,000, or any integral multiple of $1,000 in excess thereof. “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect now and in
the future, or any successor statute.

“Bond Counsel” means Greenberg Traurig, P.A., or other counsel selected by the Issuer and nationally recognized as having an expertise in connection with the exclusion of interest on obligations of states and local governmental units from the gross income of holders thereof for federal income tax purposes.

“Bond Fund” means the Bond Fund established pursuant to the Indenture.

“Bond Purchase Agreement” means the Purchase Contract, dated February   , 2026, among the Issuer, the Borrower and Underwriter.

“Bond Service Charges” means, pursuant to the Loan Agreement, payments made by the Borrower to the Issuer in amount sufficient to pay the principal of and interest on the Bonds when due to the extent that amounts otherwise available for such payment are insufficient therefor.

“Bondholder” or “Holder of the Bonds” or “Holder” or “Owner of the Bonds” or “Owner” when used with respect to any Bond, means the person or persons in whose name such Bond is registered as the owner thereof on the books of the Issuer maintained at the Trust Office for that purpose.

“Bonds” means the Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B of the Issuer issued, authenticated and delivered under the Indenture, which are identified as such in the Indenture.

“Book-Entry Form” or “Book-Entry System” means a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through a book entry and (ii) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with the physical bond certificates “immobilized” in the custody of the Securities Depository.

“Borrower” means EC Crestwood, LLC, a limited liability company organized and existing under the laws of the State of Florida, and its successors and assigns.

“Borrower Documents” means the Loan Agreement, the Note, the Tax Certificate, the Tax Regulatory Agreement, the Bond Purchase Agreement, the Operating Agreement, the Continuing Disclosure Agreement, the Remarketing Agreement and any and all documents, agreements or instruments executed by the Borrower in connection with the Loan evidenced by the Loan Agreement, but excluding the Mortgage Loan Documents.

“Borrower Representative” means a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by one of its officers, which certificate may designate an alternate or alternates.

“Borrower’s Obligations” means the obligations of the Borrower under the Loan Agreement, the Note, and the other Borrower Documents to (a) pay the principal of, and interest on the Note, when and as the same shall become due and payable (whether at the stated maturity thereof, on any payment date or by acceleration of maturity or otherwise), (b) pay all other amounts required by the Loan Agreement, the Note, and the other Borrower Documents to be paid by the Borrower to the Issuer, as and when the same shall become due and payable, and (c) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Borrower is required by the Loan Agreement, the Note, the Tax Regulatory Agreement, and any of the other Borrower Documents, to perform or observe.

“Business Day” or “business day” means a day, other than a Saturday or Sunday, on which (a) banks located in New York, New York, or in the city in which the Trustee or the Underwriter is located, are not required or authorized by law or executive order to close for business, and (b) the New York Stock Exchange is not closed.

“Cash Flow Projection” means a cash flow projection prepared by an independent firm of certified public accountants, a financial advisory firm, a law firm or other independent third party qualified and experienced in the preparation of cash flow projections for structured finance transactions similar to the Bonds, designated by, and provided by or on behalf of, the Borrower and acceptable to the Rating Agency, establishing the sufficiency of (a) the amount on deposit in the Special Funds, (b) projected investment income to accrue on amounts on deposit in the Special Funds during the applicable period, (c) any additional Eligible Funds delivered to the Trustee by or on behalf of the Borrower to pay debt service on the Bonds, when due and payable, including, but not limited to, any cash flow projection prepared in connection with (i) the initial issuance and delivery of the Bonds, (ii) a proposed remarketing of the Bonds, as provided in the Indenture, (iii) a release of Eligible Funds from the Negative Arbitrage Account as provided in the Indenture, (iv) the purchase, sale or exchange of Eligible Investments as provided in the Indenture (v) the optional redemption of the Bonds as provided in the Indenture and (vi) the sale or other disposition by the Trustee of Eligible Investments prior to maturity at a price below par, as described in the Indenture.

“Certificate of Occupancy” means the temporary or final certificate of occupancy, as the case may be, for the multifamily units in the Project, or if certificates of occupancy are not required or provided for multifamily units, then evidence of all final inspection approvals needed to occupy the multifamily units.
“Closing Date” means the date of delivery of the Bonds in exchange for the purchase price thereof. “Closing Memorandum” means the closing memorandum attached to the initial Requisition delivered on
the Closing Date.

“Code” means the Internal Revenue Code of 1986, including applicable final, temporary and proposed regulations and revenue rulings applicable to the Bonds.

“Collateral Fund” means the Collateral Fund established pursuant to the Indenture.

“Completion Certificate” means a certificate submitted by the Borrower Representative to the Issuer and the Trustee as provided in the Loan Agreement, a form of which is attached to the Loan Agreement as an exhibit.

“Completion Date” means the date upon which the Completion Certificate and the Certificate of Occupancy are delivered by the Borrower to the Issuer and the Trustee.

“Conditions to Conversion” shall have the meaning set forth for such term in the Construction Phase Financing Agreement.

“Construction Draw Schedule” means the schedule of the disbursement of the proceeds of the Bonds as provided in an exhibit attached to the Loan Agreement, as the same may be amended from time to time with the consent of the Issuer.

“Construction Phase” means the construction phase of the Loan, which time period shall commence on the Closing Date and remain in effect to, but not including, the Conversion Date.

“Construction Phase Financing Agreement” means the Construction Phase Financing Agreement dated as of February 1, 2026, by and among Freddie Mac, the Mortgage Lender and the Freddie Mac Seller/Servicer, and acknowledged and agreed to by the Borrower, as the same may be amended, modified or supplemented from time to time.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement dated as of February 1, 2026, between the Borrower and the Dissemination Agent, as the same may be amended, restated, supplemented or modified from time to time.

“Conversion” means the conversion of the Loan from the Construction Phase to the Permanent Phase on the Conversion Date.

“Conversion Date” means the date the Freddie Mac Seller/Servicer purchases the Governmental Note upon the satisfaction of the Conditions to Conversion set forth in the Construction Phase Financing Agreement, as such Conversion Date is specified by the Freddie Mac Seller/Servicer in the Notice of Conversion; provided, however, the Conversion Date shall occur under the Indenture no earlier than December 1, 2027*.

“Conversion Date Deadline” means (i) September 1, 2028*, and (ii) if extended with the written approval of the Construction Lender and Permanent Lender, the date chosen for such extended deadline, provided, however, that the Conversion Date Deadline cannot be extended beyond the Extended Conversion Date Deadline.

“Conversion Redemption Amount” has the meaning set forth for such term in the Indenture.

“Costs” with respect to the Project shall be deemed to include all items permitted to be financed under the provisions of the Code and the Act.

“Costs of Issuance” means all fees, costs and expenses payable or reimbursable directly or indirectly by the Issuer or the Borrower and related to the authorization, issuance and sale of the Bonds.

“Costs of Issuance Fund” means the Costs of Issuance Fund established pursuant to the Indenture. “Default” means any Default under the Loan Agreement as specified in and defined by the Indenture.
“Designated Office” of the Trustee or the Underwriter means, respectively, the office of the Trustee or the Underwriter at the respective Notice Address set forth in the Indenture or at such other address as may be specified in writing by the Trustee or the Underwriter, as applicable, as provided in the Indenture.

“Dissemination Agent” means initially The Bank of New York Mellon Trust Company, N.A., or any dissemination agent subsequently appointed in accordance with the Continuing Disclosure Agreement.

“Documents” means and shall include (without limitation), with respect to the Bonds, the Indenture, the Loan Agreement, the Note, the Guaranty, the Tax Regulatory Agreement, the Tax Certificate, and any and all other documents which the Issuer, the Borrower or any other party or parties or their representatives, have executed and

* Preliminary; subject to change.

delivered, or may hereafter execute and deliver, to evidence or secure the Issuer’s Obligations or the Borrower’s Obligations, or any part thereof, or in connection therewith, and any and all Supplements thereto, but excluding the Mortgage Loan Documents and the documents related to the Subordinate Seller Loan.

“Electronic Means” means facsimile transmission, e-mail transmission or other similar electronic means of communication providing evidence of transmission.

“Eligible Funds” means, as of any date of determination, any of:

the proceeds of the Bonds (including any additional amount paid to the Trustee as the purchase price thereof by the Underwriter);

moneys drawn on a letter of credit;

moneys received by the Trustee representing advances to the Borrower of proceeds of the Mortgage Loan;

remarketing proceeds of the Bonds (including any additional amount paid to the Trustee as the purchase and or remarketing price thereof by the Remarketing Agent) received from the Remarketing Agent or any purchaser of Bonds (other than funds provided by the Borrower, the Issuer, any Affiliate of either the Borrower or the Issuer);

any other amounts, including the proceeds of any refunding bonds, for which the Trustee has received an Opinion of Counsel (which opinion may assume that no Holder or Beneficial Owner of Bonds is an “insider” within the meaning of the Bankruptcy Code) to the effect that (A) the use of such amounts to make payments on the Bonds would not violate Section 362(a) of the Bankruptcy Code or that relief from the automatic stay provisions of such Section 362(a) would be available from the bankruptcy court and (B) payments of such amounts to Holders would not be recoverable from Holders of Bonds under Section 550 of the Bankruptcy Code as avoidable preferential payments of the Borrower under Section 547 of the Bankruptcy Code should the Issuer or the Borrower become a debtor in proceedings commenced under the Bankruptcy Code;

any payments made by the Borrower and held by the Trustee for a continuous period of 123 days, provided that no Act of Bankruptcy has occurred during such period;

proceeds of Freddie Mac Seller/Servicer Purchase Price received from the Freddie Mac Seller/Servicer in connection with the purchase of the Governmental Note on the Conversion Date;

money received by the Trustee from the Issuer drawn on the Issuer’s line of credit in connection with its volume cap recycling program; and

investment income derived from the investment of the money described in (a) through
(g) above.

“Eligible Investments” means, subject to the provisions of the Indenture, any of the following investments that mature (or are redeemable at the option of the Trustee without penalty) at such time or times as to enable timely disbursements to be made from the fund in which such investment is held or allocated in accordance with the terms of the Indenture, to the extent the same are at the time legal for investment of the Issuer’s funds (written direction of the Issuer to invest funds shall be conclusive evidence that the directed investment is at the time a legal investment of the Issuer’s funds):

Governmental Obligations; and

To the extent permitted in the Indenture, shares or units in any money market mutual fund
(i) which is then rated “Aaa-mf” by Moody’s (or if no fund is available at that rating category, the Highest

Rating Category then available for that category of fund by Moody’s, or if Moody’s is not the Rating Agency or a new rating scale is implemented, the equivalent rating category given by the Rating Agency for that general category of security) (including mutual funds of the Trustee or its affiliates or for which the Trustee or an affiliate thereof serves as investment advisor or provides other services to such mutual fund and receives reasonable compensation therefor) registered under the Investment Company Act of 1940, as amended, whose investment portfolio consists solely of direct obligations of the government of the United States of America.

“Event of Default” or “Default” means any of the events described as an Event of Default in the Indenture or the Loan Agreement.

“Extension Payment” means the amount due, if any, in connection with the change or extension of the Mandatory Tender Date pursuant to the Indenture, and (a) which shall be determined by a Cash Flow Projection approved in writing by the Rating Agency and (b) must consist of Eligible Funds.

“Forward Commitment Maturity Date” means September 1, 2028*, subject to extension by Freddie Mac as provided in the Construction Phase Financing Agreement.

“Freddie Mac” means the Federal Home Loan Mortgage Corporation, a shareholder-owned government-sponsored enterprise organized and existing under the laws of the United States of America, and its successors and assigns.

“Freddie Mac Commitment” means the commitment from Freddie Mac to the Freddie Mac Seller/Servicer pursuant to which Freddie Mac has agreed to purchase the Governmental Note following the Conversion Date, subject to the terms and conditions set forth therein, as such commitment may be amended, modified or supplemented from time to time.

“Freddie Mac Seller/Servicer” means Grandbridge Real Estate Capital LLC, as Freddie Mac’s seller/servicer under the Freddie Mac Commitment, or any of its successors or assigns under the Freddie Mac Commitment.

“Freddie Mac Seller/Servicer Purchase Price” means an amount equal to the Actual Project Loan Amount to be funded by the Freddie Mac Seller/Servicer on the Conversion Date.

“Funding Loan Agreement” means the Funding Loan Agreement attached as an exhibit to the Indenture, which Funding Loan Agreement shall be executed, delivered and become effective on the Conversion Date.

“Governmental Authority” means any federal, State or local governmental or quasi-governmental entity, including, without limitation, any agency, department, commission, board, bureau, administration, service, or other instrumentality of any governmental entity.

“Governmental Note” means the Governmental Note attached as an exhibit to the Funding Loan Agreement, which Governmental Note shall be executed, delivered and become effective on the Conversion Date.

“Governmental Obligations” means (a) noncallable, non-redeemable direct obligations of the United States of America for the full and timely payment of which the full faith and credit of the United States of America is pledged, and (b) obligations issued by a Person controlled or supervised by and acting as an instrumentality of the United States of America, the full and timely payment of the principal of, premium, if any, and interest on which is fully guaranteed as a full faith and credit obligation of the United States of America (including any securities described in (a) or
(b) issued or held in book-entry form on the books of the Department of the Treasury of the United States of America), which obligations, in either case, are not subject to redemption prior to maturity at less than par at the option of anyone other than the holder thereof.

* Preliminary; subject to change.

“Guarantors” individually and collectively, the Borrower; LRC GP, LLC, a Delaware limited liability company; Envolve Community Management, LLC, an Alabama limited liability company, authorized to transact business in the State of Florida; Envolve Communities, LLC, a Delaware limited liability company; and W. Daniel Hughes, Jr., a natural person.

“Guaranty” means the General Guaranty and the Guaranty of Environmental Obligations, each dated as of the same date as the Indenture made by the Guarantor in favor of the Issuer.

“Highest Rating Category” means, with respect to an Eligible Investment, that the Eligible Investment is rated by a Rating Agency in the highest rating given by that Rating Agency for that Rating Category, provided that such rating shall include but not be below “Aa1” or “Aa1/VMIG 1” if rated by Moody’s or “A-1+” or “AA+” if rated by S&P.

“HUD” means the United States Department of Housing and Urban Development.

“Indenture” means the Trust Indenture, dated as of February 1, 2026, by and between the Issuer and the Trustee, and any and all Supplements thereto.

“Independent” means any person not an employee or officer of the Borrower or its affiliates. “Initial Deposit” means Eligible Funds in the amount set forth in the Indenture.
“Initial Interest Rate” means 	%.

“Initial Mandatory Tender Date” means September 1, 2028*.

“Initial Remarketing Date” means the Initial Mandatory Tender Date, but only if the conditions for remarketing the Bonds on such date as provided in the Indenture are satisfied.

“Interest Payment Date” means (a) March 1 and September 1 of each year beginning September 1, 2026*,
each Mandatory Tender Date and (c) each Redemption Date.

“Interest Rate” means the Initial Interest Rate to but not including the Initial Mandatory Tender Date, as applicable, and thereafter the applicable Remarketing Rate.

“Investor Member” means Hunt Capital Partners Tax Credit Fund 52, LP, a Delaware limited partnership, in its capacity as investor member in the Borrower, its permitted successors and assigns.

“Issuer” means the Osceola County Housing Finance Authority and any successor to its powers and duties under the Act.

“Issuer Documents” means the Loan Agreement, the Indenture, the Tax Regulatory Agreement, the Bond Purchase Agreement, the Tax Certificate and any and all documents, agreements or instruments executed by the Issuer in connection with the Loan.

“Issuer’s Obligations” means the obligations of the Issuer under the Bonds, the Indenture, and the other Documents to (a) pay the principal of and interest on the Bonds (including supplemental interest), when and as the same shall become due and payable (whether at the stated maturity thereof, or by acceleration of maturity or after notice of prepayment or otherwise) and, (b) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Issuer is required, by the Bonds, the Indenture, or any of the other Documents, to perform and observe.

* Preliminary; subject to change.

“Loan” means the loan by the Issuer to Borrower in the principal amount of $26,000,000* made by the Issuer to the Borrower evidenced by the Note, described in the Loan Agreement and made in connection with the issuance of the Bonds.

“Loan Payments” means the amounts required to be paid by the Borrower in repayment of the Loan pursuant to the provisions of the Note and the Loan Agreement.

“Local Time” means Eastern time (daylight or standard, as applicable) in the State. “Managing Member” means EC Crestwood MM, LLC, a Florida limited liability company.
“Mandatory Tender Date” means each date on which all Outstanding Bonds are subject to mandatory tender as set forth in the Indenture.

“Maturity Date” means September 1, 2043*.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors and assigns, or if it is dissolved or no longer assigns credit ratings, then any other nationally recognized statistical rating agency, acceptable to the Remarketing Agent, that assigns credit ratings.

“Mortgage Lender” means M1 Bank, a state chartered bank organized under the laws of the State of Missouri, and any successors and assigns.

“Mortgage Loan” means the construction loan to be made from the Mortgage Lender to the Borrower in the principal amount of up to $33,000,000* with respect to the Project, as described and provided for in the Mortgage Loan Documents.

“Mortgage Loan Documents” means the Mortgage Loan Security Instrument, the mortgage note, and all other documents required by the Mortgage Lender in connection with the Mortgage Loan.

“Mortgage Loan Security Instrument” means the Multifamily Deed of Trust, Security Agreement, Assignment of Rents, and Fixture Filing which will secure the Mortgage Loan, as the same may be amended, supplemented or restated.

“Negative Arbitrage Account” means the Negative Arbitrage Account of the Bond Fund established pursuant to the Indenture.

“Note” means the Promissory Note, dated the Closing Date from the Borrower to the Issuer, in substantially the form attached to the Loan Agreement as an exhibit and any amendments, Supplements or modifications thereto, which Note has been assigned by the Issuer to the Trustee.

“Notice of Conversion” means a written notice to be delivered no fewer than fifteen (15) days prior to the Conversion Date by the Freddie Mac Seller/Servicer to the Issuer, the Trustee, the Borrower, the Mortgage Lender and Freddie Mac (i) stating that the Conditions to Conversion have been satisfied on or before the Forward Commitment Maturity Date or, if any Condition to Conversion has not been satisfied on or before the Forward Commitment Maturity Date, stating that such Condition to Conversion has been waived in writing by Freddie Mac (if a waiver is permitted and is granted by Freddie Mac, in its sole and absolute discretion) on or before the Forward Commitment Maturity Date and (ii) confirming the Conversion Date.

“Official Statement” means this Official Statement dated February 	, 2026, relating to the Bonds.

* Preliminary; subject to change.

“Operating Agreement” means the Amended and Restated Operating Agreement of the Borrower, dated the Closing Date, as it may be amended in accordance with the Borrower Documents and the Mortgage Loan Documents.

“Opinion of Counsel” means an opinion from an attorney or firm of attorneys, acceptable to the Trustee, with experience in the matters to be covered in the opinion.

“Optional Call Date” means any date on or after December 1, 2027*.

“Outstanding,” “outstanding” or “Bonds Outstanding” when used with respect to the Bonds means any Bonds theretofore authenticated and delivered under the Indenture, except:

Bonds theretofore canceled by the Trustee or theretofore delivered to the Trustee for cancellation;

Bonds for the payment of which moneys or obligations shall have been theretofore deposited with the Trustee in accordance with the Indenture; or

Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under the Indenture.

“Permanent Loan Purchase Fund” means the fund established pursuant to the Indenture.

“Permanent Phase” means the permanent phase of the Loan, which time period shall commence on the Conversion Date and remain in effect through the remaining term of the Loan.

“Person” shall include an individual, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof.

“Project” means the multifamily rental housing project located in St. Cloud, Florida, known as Crestwood Apartments, which upon completion will contain approximately 216 affordable rental housing units and which may include such ancillary uses as parking, community space, and other functionally related and subordinate uses.

“Project Fund” means the Project Fund established pursuant to the Indenture.

“Project Loan Agreement” means the Project Loan Agreement attached as an exhibit to the Indenture which Project Loan Agreement shall be executed, delivered and become effective on the Conversion Date.

“Qualified Project Costs” means any expenditures which (a) are incurred not more than 60 days prior to the date on which the issuer first declared its “official intent” (within the meaning of Treasury Regulation Section 1.150-2) with respect to the Project (other than preliminary expenditures with respect to the Project in an amount not exceeding 20% of the aggregate principal amount of the Bonds); (b) are made exclusively to provide facilities and improvements that constitute part of a “qualified residential rental project” within the meaning of Section 142(d) of the Code; and (c) are properly chargeable to the Project’s capital account under general federal income tax principles or that would be so chargeable with a proper election or but for a proper election by the Borrower to deduct such expenditure. However, “Qualified Project Costs” do not include (i) issuance costs of the Bonds (within the meaning of Section 147(g) of the Code) or (ii) any fee, charge or profit payable to the Borrower or a “related person” (within the meaning of Section 144(a)(3) of the Code) of the Borrower. As used in the Indenture, the term “preliminary expenditures” includes architectural, engineering, surveying, soil testing and similar costs that were incurred prior to the commencement of construction of the Project, but does not include land acquisition, site preparation and similar costs incident to commencement of construction of the Project.

* Preliminary; subject to change.

“Rating Agency” means any national rating agency then maintaining a rating on the Bonds, and initially means Moody’s.

“Rating Category” means one of the generic rating categories of the Rating Agency. “Rebate Fund” means the Rebate Fund established pursuant to the Indenture.
“Record Date” means the 15th day of the month preceding any Interest Payment Date.

“Redemption Date” means any date hereunder on which the Bonds are subject to redemption, including (a) the Maturity Date, (b) the date of acceleration of the Bonds, or (c) otherwise, pursuant to the Indenture.

“Remarketing Agent” means Stifel, Nicolaus & Company, Incorporated or any successor as Remarketing Agent designated in accordance with the Indenture.

“Remarketing Agreement” means the Remarketing Agreement, dated as of February 1, 2026, by and between the Borrower and the Remarketing Agent, as amended, supplemented or restated from time to time, or any agreement entered into in substitution therefor.

“Remarketing Date” means the Initial Remarketing Date and, if the Bonds Outstanding on such date or on any subsequent Remarketing Date are remarketed pursuant to the Indenture for a Remarketing Period that does not extend to the final maturity of the Bonds, the day after the last day of the Remarketing Period.

“Remarketing Period” means the period beginning on a Remarketing Date and ending on the earlier of (i) the last day of the term for which Bonds are remarketed pursuant to the Indenture, ii) the Conversion Date or (iii) or the final Maturity Date of the Bonds.

“Remarketing Proceeds Account” means the Remarketing Proceeds Account of the Bond Fund established pursuant to the Indenture.

“Remarketing Rate” means the interest rate or rates established pursuant to the Indenture and borne by the Bonds then Outstanding from and including each Remarketing Date to, but not including, the next succeeding Remarketing Date or the final Maturity Date of the Bonds, as applicable.

“Requisition” means the written request to make a disbursement from the Project Fund in substantially the form attached as an exhibit to the Indenture, submitted in the manner provided pursuant to the Indenture.

“Reserved Rights of the Issuer” shall mean (a) all rights which the Issuer and its officers, officials, directors, agents and employees may have under the Indenture, the Loan Agreement and the Tax Regulatory Agreement to indemnification by the Borrower and by any other persons and to payments for expenses incurred by the Issuer itself, or its officers, officials, directors, agents or employees; (b) the right of the Issuer to give and receive notices, reports, certifications, or other information hereunder, under the Loan Agreement and under the Tax Regulatory Agreement;
the right of the Issuer to receive its fees and expenses; (d) the Issuer’s approval rights; (e) the rights of the Issuer with respect to inspections; (f) the rights of the Issuer with respect to publicity and signage; (g) the notification, indemnification and enforcement rights of the Issuer in the Loan Agreement; (h) the rights of the Issuer with respect to limited liability; (i) all rights of the Issuer to enforce the covenants and agreements and to take action for the breach of any representation or warranty of the Borrower pertaining in any manner or way, directly or indirectly, to the requirements of the Act or any requirements imposed by the Issuer with respect to the Project, or necessary to assure that interest on the Bonds is excluded from gross income for federal income tax purposes, as are set forth in any of the Documents, including any certificate or agreement executed by the Borrower; (j) all rights of the Issuer in connection with any amendment to or modification of any of the Indenture and the Loan Agreement, or the Tax Regulatory Agreement insofar as any such amendment or modification would affect the Reserved Rights of the Issuer; (k) all approval rights of the Issuer relating to rent increases as provided in the Tax Regulatory Agreement; and (l) all enforcement rights with respect to the foregoing. All of the foregoing rights of the Issuer under the Indenture, the Tax

Regulatory Agreement and the Loan Agreement are reserved to the Issuer, as none of these rights under the Indenture, the Tax Regulatory Agreement or the Loan Agreement are being assigned by the Issuer to the Mortgage Lender.

“Revenues” means (a) the Loan Payments, (b) the Eligible Funds received by the Trustee for deposit into the Collateral Fund, (c) all other money received or to be received by the Trustee in respect of repayment of the Loan, including without limitation, all money and investments in the Bond Fund, (d) any money and investments in the Project Fund and the Collateral Fund, and (e) all income and profit from the investment of the foregoing moneys. The term “Revenues” does not include any money or investments in the Rebate Fund and the Costs of Issuance Fund (but only to the extent such moneys are not proceeds of the Bonds), amounts paid as fees, reimbursement for expenses or for indemnification of the Issuer and the Trustee, or amounts paid to or collected by the Issuer in connection with any Reserved Rights of the Issuer.

“Securities Depository” means the Depository Trust Company, its successors and assigns, or any other securities depository for the Bonds designated by the Issuer or the Borrower to the Trustee in writing.

“Special Funds” means, collectively, the Project Fund, the Collateral Fund and the Bond Fund, and any accounts therein, all as established pursuant to the Indenture.

“Special Member” means Obsidio Durum, LLC, a Delaware limited liability company, in its capacity as special member in the Borrower, its permitted successors and assigns.

“State” means the State of Florida.

“Subordinate Lender” means Summit Crestwood Apartments, Ltd., an Alabama limited partnership, as maker of the Subordinate Seller Loan.

“Subordinate Seller Loan” means the loan in the principal amount of $17,500,000* from the Subordinate Lender to the Borrower.

“Supplement” or “Supplements” means any and all extensions, renewals, modifications, amendments, supplements and substitutions.

“Tax Certificate” means the Tax Compliance Agreement and No Arbitrage Certificate dated the Closing Date between the Issuer and the Borrower.

“Tax Regulatory Agreement” means the Land Use Restriction Agreement dated as of the same date as the Indenture by and among the Issuer, the Trustee and the Borrower relating to the Bonds, and any and all modifications thereof, amendments and Supplements thereto and substitutions therefor.

“Title Company” means Fidelity National Title Company.

“Trust Estate” means the property rights, money, securities and other amounts pledged and assigned to the Trustee under the Indenture pursuant to the Granting Clauses of the Indenture.

“Trust Office” means the trust office of the Trustee located at the address set forth in the Indenture or such other office designated by the Trustee from time to time, or such other offices as may be specified in writing to the Issuer by the Trustee.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, and its successor or successors in the trust created by the Indenture.

* Preliminary; subject to change.

“Undelivered Bond” means any Bond that is required under the Indenture to be delivered to the Remarketing Agent or the Trustee for purchase on a Mandatory Tender Date but that has not been received on the date such Bond is required to be so delivered.

“Underwriter” means Stifel, Nicolaus & Company, Incorporated.

APPENDIX B

SUMMARY OF CERTAIN PROVISIONS OF THE TRUST INDENTURE

The following is a brief summary of certain provisions of the Indenture. The following summary does not purport to be complete or definitive and is subject to all the terms and provisions of the Indenture, to which reference is hereby made and copies of which are available from the Issuer or the Trustee.

Creation of Funds

The following funds and accounts will be established and maintained by the Trustee under the Indenture:

the Bond Fund, and therein the Negative Arbitrage Account and the Remarketing Proceeds Account;

the Project Fund;

the Rebate Fund;

the Costs of Issuance Fund;

the Collateral Fund; and

the Permanent Loan Purchase Fund.

The Trustee may create one or more accounts or subaccounts within any fund authorized by the Indenture for the purpose of accounting for funds deposited into or held in each fund or for carrying out any of the requirements of the Indenture. The Trustee may transfer funds between accounts and subaccounts within any fund.

Funds in the Costs of Issuance Fund and the Rebate Fund shall not be pledged to the payment of the Bonds and shall not be part of the Trust Estate.

Deposits into and Use of Moneys in the Bond Fund

On the Closing Date, the Trustee shall deposit the Initial Deposit, if any, into the Negative Arbitrage Account of the Bond Fund; amounts on deposit in the Bond Fund are to be invested pursuant to the Indenture. Any Extension Payment received by the Trustee in connection with an extension of the Mandatory Tender Date pursuant to the Indenture shall also be deposited into the Negative Arbitrage Account. The Trustee is authorized to release funds in the Negative Arbitrage Account to the Borrower upon receipt of an updated Cash Flow Projection and a rating confirmation from the Rating Agency.

Bond Service Charges shall be payable as they become due, (i) in the first instance from money on deposit in the Bond Fund (excluding the Negative Arbitrage Account therein), (ii) next from money on deposit in the Negative Arbitrage Account of the Bond Fund, (iii) next from money on deposit in the Collateral Fund and transferred as necessary to the Bond Fund and (iv) thereafter, from money on deposit in the Project Fund and transferred as necessary to the Bond Fund.

Except as otherwise provided in the Indenture, moneys in the Bond Fund shall be used solely for the payment of the principal of and interest on the Bonds when due.

Collateral Fund; Project Fund

Upon receipt, the Trustee shall deposit into the Collateral Fund all Eligible Funds received pursuant to the Loan Agreement and any other Eligible Funds received by the Trustee for deposit into the Collateral Fund. The Loan Agreement requires the Borrower to cause Eligible Funds to be delivered to the Trustee for deposit into the Collateral

Fund in a principal amount equal to, and as a prerequisite to the disbursement of, the amount of Bond proceeds on deposit in the Project Fund to be disbursed by the Trustee to pay Project Costs.

Each deposit into the Collateral Fund shall constitute an irrevocable deposit solely for the benefit of the Holders, subject to the provisions of the Indenture.

The Trustee shall transfer money in the Collateral Fund as follows: (i) on the Conversion Date, (A) to the Bond Fund in an amount sufficient to (1) pay any accrued but unpaid interest on the Bonds and (2) to cause the partial redemption of the Bonds in the Conversion Redemption Amount as set forth in the Notice of Conversion, and (B) to or at the direction of the Construction Lender, in partial repayment of the outstanding principal balance of the Construction Loan, (ii) on a Mandatory Tender Date other than the Conversion Date, to the Bond Fund, the amount necessary to pay the purchase price of the Bonds, to the extent amounts on deposit in the Remarketing Proceeds Account and the Negative Arbitrage Account of the Bond Fund are insufficient therefor; and (iii) on any Redemption Date, to the Bond Fund the amount, together with amounts on deposit in the Bond Fund, necessary to pay the principal and interest due on the Bonds on such date.

The Bonds shall not be, and shall not be deemed to be, paid or prepaid by reason of any deposit into the Collateral Fund unless and until the amount on deposit in the Collateral Fund is transferred to the Bond Fund and applied to the payment of the principal of any of the Bonds or the principal component of the redemption price of any of the Bonds, all as provided in the Indenture.

To the extent moneys are not otherwise provided to the Trustee to make the necessary interest and principal payments on each Interest Payment Date, including moneys deposited into the Bond Fund or the Collateral Fund, the Trustee shall, without further written direction, transfer from the Project Fund to the Bond Fund sufficient Eligible Funds to make such necessary interest and principal payments on each Interest Payment Date.

The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Issuer or the Borrower, after the Project has been completed and a certificate of payment of all costs is filed as provided in the Indenture, the Trustee shall file copies of the records pertaining to the Project Fund and disbursements therefrom with the Issuer and the Borrower.

The Borrower expects that the Project will proceed substantially in accordance with the Construction Draw Schedule. Each Requisition submitted to the Trustee shall evidence and request disbursements from the Project Fund, and/or the Costs of Issuance Fund.

Notwithstanding any other provision of the Indenture to the contrary, after the Closing Date the Trustee shall not disburse moneys from the Project Fund, other than to pay Bond Service Charges on the Bonds, unless and until the Trustee receives satisfactory evidence that Eligible Funds in an amount equal to or greater than the requested disbursement amount (the “Collateral Deposit”) has been deposited in the Collateral Fund. Prior to making any disbursement, the Trustee shall verify that upon making the disbursement, the aggregate amount to be held in (i) the Collateral Fund and (ii) the Project Fund will be at least equal to the then-Outstanding principal amount of on the Bonds and that such amounts, together with amounts on deposit in the Bond Fund (including the Negative Arbitrage Account therein) and projected investment earnings on all such amounts, will be sufficient to pay Bond Service Charges on the outstanding Bonds as and when they become due. In the event that, following receipt of the Collateral Deposit, the Trustee determines that it cannot correspondingly disburse Bond proceeds to or at the direction of the Borrower, the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], the Trustee shall immediately notify the Borrower and the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, of the reason for such determination and shall, immediately upon the request of the Borrower, the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], return the subject Collateral Deposit to the party that deposited such Collateral Deposit with the Trustee.

The proceeds of the Bonds shall be allocated exclusively to pay costs that (i) are (A) capital expenditures (as defined in Section 1.150-1(a) of the Code’s regulations) and (B) not made for the acquisition of existing property, to the extent prohibited in Section 142(d) of the Code; and (ii) shall be deemed allocated on a pro rata basis to each building in the Project and the land on which it is located, so that each building and the land on which it is located will

have been financed fifty percent (50%) or more by the proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code.

Upon the occurrence and continuance of an Event of Default under the Indenture because of which the principal amount for the Bonds has been declared to be due and immediately payable under the Indenture, any moneys remaining in the Project Fund shall be promptly transferred by the Trustee to the Bond Fund for payment of Bond Service Charges.

Notwithstanding anything to the contrary hereto, on the Conversion Date, the Issuer may direct the Trustee to deposit to the Collateral Fund amounts provided by the Issuer and described in clause (h) of the definition of Eligible Funds for further transfer to the Bond Fund to be applied to the principal portion of any partial redemption of the Bonds, all in furtherance of the Issuer’s program of volume cap recycling.

Permanent Loan Purchase Fund

The Trustee shall establish and maintain a separate fund to be known as the “Permanent Loan Purchase Fund.” On or before the Conversion Date, the Freddie Mac Seller Servicer shall cause funds in an amount equal to the Actual Project Loan Amount as set forth in the Notice of Conversion to be deposited into the Permanent Loan Purchase Fund. On the Conversion Date, all funds in the Permanent Loan Purchase Fund shall be applied by the Trustee towards the payment of the purchase price of Bonds in a principal amount equal to the Actual Project Loan Amount. After such purchase, the Permanent Loan Purchase Fund shall be closed.

Procedure for Making Disbursements from Project Fund

Upon the delivery to the Trustee of (i) a signed Requisition in substantially the form attached an appendix to the Indenture, (ii) Eligible Funds in an amount equal to the amount of Bond proceeds being requested for disbursement pursuant to such Requisition, as provided in the Indenture, and (iii) certification by a Borrower Representative that the Costs of the Project intended to be paid with such Bond proceeds are qualified costs pursuant to Section 142 of the Code, the Trustee shall, on such date, deposit such Eligible Funds into the Collateral Fund and disburse from the Project Fund Bond proceeds, in the amount set forth in the applicable Requisition, solely to pay Costs of the Project. To the extent money on deposit in the Project Fund is invested in Eligible Investments, the Trustee shall not sell or otherwise terminate such Eligible Investments prior to their stated maturity date and instead the Trustee is hereby instructed to make the following allocations and exchanges, which allocations and exchanges shall occur prior to the disbursement of amounts on deposit in the Project Fund to pay Costs of the Project: (a) allocate all or a portion of the Eligible Investments in the Project Fund, in the amount specified in the request for disbursement, to the Collateral Fund, and (b) transfer to the Project Fund a like amount of Eligible Funds on deposit in the Collateral Fund to be disbursed in accordance with the Indenture.

The Trustee shall not disburse money from the Project Fund, other than to pay interest and principal on the Bonds as otherwise permitted under the Indenture, unless and until Eligible Funds in an amount equal to or greater than the requested disbursement amount have been deposited into the Collateral Fund in accordance with the Indenture; provided, however, that the Trustee shall transfer funds from the Project Fund to the Collateral Fund upon receipt of an opinion of Bond Counsel to the effect that such transfer shall not cause the interest on any of the Bonds to be or become includible in the gross income of the owners thereof for federal income tax purposes. In accordance with the Loan Agreement, and prior to making any disbursement from the Project Fund (except to make necessary interest and principal payments as otherwise permitted under the Indenture), the Trustee shall determine that the aggregate account balance in (a) the Collateral Fund and (b) the Project Fund (less the requested disbursement amount) is at least equal to the then-Outstanding principal amount of the Bonds, and that such amounts, together with amounts on deposit in the Bond Fund (including the Negative Arbitrage Account therein) and projected investment earnings on all such amounts, will be sufficient to pay Bond Service Charges on the outstanding Bond as and when they become due.

Money in the Project Fund shall be disbursed in accordance with the provisions of the Loan Agreement and the Indenture. To the extent moneys are not otherwise provided to the Trustee to make the necessary interest and principal payments on each Interest Payment Date, including moneys deposited into the Bond Fund or the Collateral

Fund, the Trustee shall, without further written direction, transfer from the Project Fund to the Bond Fund sufficient Eligible Funds to make such necessary interest and principal payments on each Interest Payment Date.

Notwithstanding anything contained in the Indenture or any of the Borrower Documents to the contrary: (a) with respect to Eligible Funds funded by the Mortgage Lender for deposit into the Collateral Fund, the Trustee shall be irrevocably and unconditionally obligated to disburse an equal amount of funds from the Project Fund to either the Mortgage Lender, the Borrower or the Title Company pursuant to a Requisition as directed by the Mortgage Lender; and (b) with respect to Eligible Funds funded by [OTHER COLLATERAL PROVIDER(S)]for deposit into the Collateral Fund, the Trustee shall be irrevocably and unconditionally obligated to disburse an equal amount of funds from the Project Fund to either the Borrower or the Title Company as directed by [OTHER COLLATERAL PROVIDER(S)]pursuant to a Requisition. Such disbursements shall be made pursuant to a Requisition and shall not be made more frequently than once per month, unless approved by the Issuer, in its sole discretion.

Subject to the Trustee’s obligation to return the Eligible Funds to the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)] as set forth above, the Trustee and the Issuer shall not, in any event, be responsible or liable to any person (other than the Borrower, but only in the case of the Trustee, and only in the event of a failure by the Trustee to make disbursements following request for disbursements in accordance with the Documents, when such failure is within the Trustee’s sole control, and after receipt of written notice of such failure and a three-day opportunity to cure such failure) for the disbursement of, or failure to disburse, moneys from the Project Fund or any part thereof, and no contractor, subcontractor or material or equipment supplier or their respective successors and assigns shall have any right or claim against the Trustee or the Issuer under the Indenture.

Notwithstanding anything contained in the Indenture or any of the Borrower Documents to the contrary, if for any reason the Trustee is not able to disburse a corresponding amount of Bond proceeds from the Project Fund to or at the direction of the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, immediately following receipt of Eligible Funds from the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, for deposit into the Collateral Fund, the Trustee shall promptly wire transfer such funds back to the Mortgage Lender or [OTHER COLLATERAL PROVIDER(S)], as applicable, and not deposit same into the Collateral Fund.

Investment of Bond Fund, Project Fund and Collateral Fund

Money in all funds or accounts including the Special Funds shall be invested and reinvested by the Trustee, and at all times held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, any moneys held under the Indenture shall be invested in (i) the [NAME OF MONEY MARKET FUND AVAILABLE TO TRUSTEE], or if such fund is unavailable, (ii) investments described in paragraph (b) of the definition of Eligible Investments.

At no time shall the Borrower direct that (a) any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of compliance with Section 148 of the Code or (b) any funds be held other than in Eligible Investments.

Investments of money in the Special Funds shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide money to pay any amounts due on the Bonds as they become due on each Interest Payment Date, at stated maturity or on a Mandatory Tender Date. In addition, investment of money in the Project Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts as may be necessary to make anticipated payments from the Project Fund. Any investments in the Special Funds that are not classified as Eligible Investments shall be invested in Governmental Obligations.

The Trustee shall sell or redeem investments credited to the Bond Fund to produce sufficient money applicable under the Indenture to and at times required for the purposes of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. All gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become

part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything in the Indenture to the contrary, (i) earnings received by the Trustee with respect to Eligible Investments purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible Investments.

Any investments may be purchased from or sold to the Trustee, or any bank, trust company or savings and loan association which is an affiliate or subsidiary of the Trustee provided that all such investments must be Eligible Investments. The Trustee shall not be liable for losses on investments made in compliance with the provisions of the Indenture. If the Trustee is required to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if any.

Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each of the Issuer and the Borrower agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality of the directed investments.

Investment of Rebate Fund

Any moneys held as part of the Rebate Fund, and not immediately required for the purposes of the Rebate Fund, shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative and with the prior written approval of the Issuer, in Governmental Obligations or in any money market or short-term investment fund investing in or consisting solely of and secured by Governmental Obligations, including any such fund maintained by the Trustee or an affiliate thereof having maturities consonant with the need for funds as estimated by the Borrower. All investment earnings, gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Rebate Fund shall be retained therein.

Discharge of Lien

If and when the Bonds secured by the Indenture shall become due and payable in accordance with their terms as provided in the Indenture, or otherwise, and the whole amount of the principal and the interest so due and payable upon all of the Bonds, together with all other amounts payable under the Indenture by the Issuer and all fees and expenses of the Trustee and the Issuer, shall be paid, or provision shall have been made for the payment of the same, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Issuer to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon written request of the Issuer and subject to the provisions of the Indenture, the Trustee shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, any surplus in the Bond Fund and all balances remaining in any other fund created under the Indenture and shall assign and transfer to the Issuer all other property then held by the Trustee under the Indenture and shall execute such documents as may be reasonably required by the Issuer.

If and when the Trustee shall hold sufficient moneys under the Indenture, as verified to the Trustee in writing by an independent public accounting firm of national reputation or other firm similarly experienced in performing such computations, to provide for payment of the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all the Bonds, together with all other amounts (exclusive of amounts in the Rebate Fund) payable or which may thereafter become payable under the Indenture by the Issuer, notwithstanding that all the Bonds have not yet become due and payable and that consequently the right, title and interest of the Trustee in and to the Trust Estate shall not have ceased, terminated and become void pursuant to the foregoing provisions of this heading, the Trustee, on demand of the Issuer but subject to the provisions of the Indenture, shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, or to such person, body or authority as may be entitled to receive the same, any surplus in the Bond Fund in excess of the amount

sufficient to pay the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all Bonds together with all other amounts payable or which may thereafter become payable under the Indenture by the Issuer.

All Outstanding Bonds shall, prior to the maturity thereof, be deemed to have been paid within the meaning and with the effect expressed above if (a) there shall have been deposited with the Trustee (as verified to the Trustee in writing by an independent public accounting firm of national reputation or other firm similarly experienced in performing such computations) either (i) moneys in an amount which shall be sufficient, or (ii) Governmental Obligations which are not subject to redemption prior to maturity, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal and interest due and to become due on such Bonds on the maturity date thereof, and (b) the Issuer shall have given the Trustee, in form satisfactory to it irrevocable instructions to give, as soon as practicable, a notice to the Holders of such Bonds and the Rating Agency that the deposit required by subclause
(a) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this heading and stating such maturity upon which moneys are to be available for the payment of the principal of and interest on such Bonds.

Neither the securities nor moneys deposited with the Trustee pursuant to this heading nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on such Bonds; provided that any cash received from such principal or interest payments on such securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal and interest to become due on such Bonds on and prior to such maturity dates thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Borrower, as received by the Trustee, free and clear of any trust, lien or pledge.

The release of the obligations of the Issuer under this heading shall be without prejudice to the right of the Trustee provided in the Indenture to be paid reasonable compensation for all services rendered by it under the Indenture and all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred on and about the Issuer of the trust created by the Indenture and the performance of its powers and duties under the Indenture, and shall not affect the obligations of the Borrower to make the payments required by the Loan Agreement or the Note.

Events of Default and Acceleration

The occurrence of any of the following events is defined as and declared to be and to constitute an “Event of Default” under the Indenture:

Any interest on any Bond is not paid on the date on which the same becomes due; or

Any principal of any Bond is not paid on the date on which the same becomes due, whether at stated maturity thereof, by acceleration or otherwise; or

An Event of Default occurs under the Loan Agreement.

The Issuer fails to duly and promptly perform, comply with, or observe any covenant, condition, agreement or provision (other than as specified in (a) or (b) of this section) contained in the Bonds or in the Indenture on the part of the Issuer to be performed, and such failure shall continue for a period of ninety (90) days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer, the Borrower and the Investor Member by the Trustee, which notice may be given by the Trustee in its discretion and shall be given at the written request of the Holders of not less than 25% in principal amount of the Bonds then Outstanding; provided, however, that if such default be such that it is correctable but cannot be corrected within ninety (90) days, it shall not be an Event of Default if the Issuer, the Borrower or the Investor Member is taking appropriate corrective action to cure such failure and if such failure will not impair the security for the Loan or the Bonds.

If any Loan payment required under the Loan Agreement to avoid a default under (a) or (b) of this section shall not have been received at the close of business on the last Business Day preceding the day on which payment must be made to avoid a default under such (a) or (b), the Trustee shall use its best efforts to give telephonic notice of such default to the Borrower and the Investor Member, which telephonic notice shall be confirmed by written notice to the Borrower. If any other default shall occur under the provisions of this Section, the Trustee shall, within five (5) days after having actual knowledge of such default, use its best efforts to give written notice of such default to the Issuer, the Borrower, the Investor Member and the Holders of the Bonds. A default or an Event of Default specified in (a) through (d) above shall occur even though the Trustee fails to give the notice required by this paragraph, the giving of such notice being intended solely to aid in the enforcement of the rights of Bondholders and not in limitation of such rights.

If an Event of Default specified in (a) or (b) of this section shall occur and be continuing, the Trustee shall declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Investor Member and the Borrower, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwithstanding.

If an Event of Default specified in (c) or (d) of this section shall occur and be continuing, the Trustee, upon written request of the Holders of not less than 25% in principal amount of the Bonds then Outstanding shall, declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Investor Member and the Borrower, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwithstanding.

The Investor Member shall be entitled to cure any Event of Default under the Indenture within the time frame provided to the Borrower. The Issuer and the Trustee agree that cure of any default or Event of Default made or tendered by the Investor Member shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower.

Remedies in Addition to Acceleration

Upon the occurrence of, and during the continuance of, any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written request of the Holders of not less than 51% in principal amount of the Bonds then Outstanding and receipt of satisfactory indemnity shall (in addition to its right or duty to accelerate as provided in the Indenture):

by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer or the Borrower to carry out any agreements with or for the benefit of the Bondholders and to perform its or their duties under the Act and the Documents;

bring suit upon the Bonds; or

by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders.

Termination of Proceedings

In case any proceeding taken by the Trustee on account of any default or Event of Default shall have been discontinued or abandoned for any reason, the Default or Event of Default has been cured, or shall have been determined adversely to the Trustee, then and in every such case, the Issuer, the Trustee, the Bondholders, and the Borrower shall be restored to their former positions and rights under the Indenture, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

Right of Bondholders to Direct Proceedings

No Holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust under the Indenture, or any other remedy under the Indenture or on the Bonds, unless such Holder previously shall have given to the Trustee written notice of an Event of Default as provided in the Indenture and unless also the Holders of not less than 51% in principal amount of the Bonds then outstanding shall have made written request of the Trustee to do so, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted by the Indenture, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been offered to the Trustee security and satisfactory indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the trusts of the Indenture or for any other remedy under the Indenture; it being understood and intended that no one or more Holders of the Bonds secured by the Indenture shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the security of the Indenture, or to enforce any right under the Indenture or the Bonds, except in the manner provided in the Indenture and for the equal benefit of all Holders of Outstanding Bonds. For purposes of the foregoing sentence, the Trustee shall be deemed to have failed to act within a reasonable time if it fails to take action within sixty (60) days after receipt of notice and compliance with the foregoing terms and conditions, whereupon, the Holders of 51% aggregate principal amount of the Bonds may take such action in the place of the Trustee. Nothing contained in the Indenture shall, however, affect or impair the right of any Holder of Bonds to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest, on each of the Bonds issued under the Indenture to the respective Holders of the Bonds at the time, place, from the source and in the manner in the Indenture and in such Bonds expressed.

Remedies Vested in Trustee

All rights of action under the Indenture or under any of the Bonds secured by the Indenture may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto. Any suit, action or proceeding instituted by the Trustee shall be brought in its name for the equal and ratable benefit of the Holders of the Bonds, subject to the provisions of the Indenture.

Application of Moneys

All moneys received by the Trustee pursuant to any right given or action taken under the provisions of the Indenture shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses and advances incurred or made by the Trustee and the Issuer with respect thereto, be deposited into the Bond Fund and all moneys so deposited into the Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which have matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default, which moneys shall continue to be held for such payments) shall be applied as follows:

Unless the principal of all of the Bonds shall have become, or shall have been declared to be, due and payable, all such moneys shall be applied:

First — To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the direct order of the maturity of the installments of such interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege;

Second — To the payment to the persons entitled thereto of the unpaid principal, on any of the Bonds, which shall have become due (other than Bonds which have matured or otherwise become payable prior to such Event of Default and moneys for the payment of which are held in the Bond Fund or otherwise held by the Trustee), and if the amount available shall not be sufficient to

pay in full the amount of principal, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or privilege;

Third — To the payment to the persons entitled thereto of all other of the Issuer’s Obligations and the Borrower’s Obligations, and, if the amount available shall not be sufficient to pay such Obligations in full, then to the payment ratably, according to the amounts then due, to the persons entitled thereto without discrimination or privilege; and

Fourth — The remainder, if any, shall be paid over to the Borrower, its successors or assigns, or whomever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

If the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal of and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest to the persons entitled thereto without any discrimination or privilege. Any remaining funds shall be applied in accordance with the paragraphs designated “Third” and “Fourth” of subsection (a) above.

Whenever moneys are to be applied pursuant to the provisions of this section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts or principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Amendments to Indenture and Loan Agreement Not Requiring Consent of Bondholders

The Issuer and the Trustee may, from time to time and at any time, without the consent of Bondholders, enter into agreements supplemental to the Indenture and the Loan Agreement as follows:

to specify and determine any matters and things relative to Bonds which shall not materially adversely affect the interest of the Bondholders;

to cure any formal defect, omission or ambiguity in the Indenture or the Loan Agreement if such action does not materially adversely affect the rights of the Bondholders;

to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with the Indenture as theretofore in effect;

to add to the covenants and agreements of the Issuer in the Indenture or the Loan Agreement other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Indenture or the Loan Agreement as theretofore in effect;

to add to the limitations and restrictions in the Indenture or the Loan Agreement, other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Indenture or the Loan Agreement as theretofore in effect;

to confirm, as further assurance, any pledge under and the subjection to any claim, lien or pledge created, or to be created by, the Indenture, of the Revenues or of any other moneys, securities or funds; or

to modify, amend or supplement the Indenture or the Loan Agreement in any respect which, in the judgment of the Trustee, is not materially adverse to the interests of the owners of the Bonds.

Before the Issuer shall enter into any agreement supplemental to the Indenture pursuant to this section, there shall have been filed with the Trustee an opinion of Bond Counsel stating that (1) such supplemental indenture is authorized or permitted by the Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms and (2) the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.

The Trustee shall send written notice to the Borrower, the Investor Member and the Rating Agency of any amendment to the Indenture or the Loan Agreement and, if requested, copies of any such amendments.

Amendments to Indenture Requiring Consent of Bondholders

Subject to the terms and provisions contained in this section and not otherwise, the Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the execution and delivery by the Issuer and the Trustee of any agreement supplemental to the Indenture as shall be deemed necessary or desirable by the Issuer and the Trustee for the purposes of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in the Indenture; provided, however, that, unless approved in writing by the Holders of all of the Bonds then Outstanding, nothing in the Indenture contained shall permit, or be construed as permitting, (i) a change in the terms of maturity of the principal of or the interest on any Outstanding Bond, or a reduction in the principal amount of any Outstanding Bond or the rate of interest thereon, or (ii) the creation of a claim or lien upon, or a pledge or assignment of, the Trust Estate ranking prior to or on a parity with the claim, lien, assignment or pledge created by the Indenture, or the release of the Trust Estate or any part thereof (except to the extent permitted pursuant to the Documents), or (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for any action or consent by Bondholders set forth in the Indenture, including (without limitation) that required for consent to such supplemental indentures. This section shall not limit or otherwise affect the ability of the Issuer to enter into agreements supplemental to the Indenture without the consent of the Bondholders pursuant to the Indenture.

If at any time the Issuer and the Trustee shall determine to enter into any supplemental indenture for any of the purposes of this section, the Trustee shall cause written notice of the proposed supplemental indenture to be given to all Holders of the Bonds; provided, however, that failure to give such notice or any defect therein, shall not affect the validity of any proceedings pursuant to the Indenture. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the Trust Office of the Trustee for inspection by all Bondholders.

Within one hundred twenty (120) days after the date of giving such notice, the Issuer and the Trustee may enter into such supplemental indenture in substantially the form described in such notice only if there shall have first been filed with the Issuer (i) the written consents of Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding (or 100% if required under the Indenture) and (ii) an opinion of counsel stating that (1) such supplemental indenture is authorized or permitted by the Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms and (2) the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income taxes.

If the Holders of not less than the percentage of Bonds required by this section shall have consented to and approved the supplemental indenture as provided in the Indenture, no Holder of any Bond shall have any right to object to such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety thereof, or to enjoin or restrain the Issuer or the Trustee from entering into the same or from taking any action pursuant to the provisions thereof.

Upon the effectiveness of any supplemental indenture entered into pursuant to the provisions of this section, the Indenture shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under the Indenture of the Issuer, the Trustee and all Holders of Bonds then outstanding shall thereafter be determined, exercised and enforced under the Indenture subject in all respects to such modifications and amendments.

The Trustee shall send written notice to the Rating Agency of any amendment to the Indenture.

Supplemental Indentures Part of Indenture

Any supplemental indenture entered into in accordance with the provisions of the Indenture shall thereafter form a part of the Indenture and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be and shall be deemed to be a part of the terms and conditions of the Indenture for any and all such purposes.

Amendments to Documents Requiring Consent of Bondholders

Except as provided in the Indenture, the Issuer and the Trustee shall not consent to any amendment, change or modification of the Documents without the giving of written notice and the written approval or consent of the Holders of the Bonds at the time Outstanding given and procured as provided in the Indenture; provided, however, no such separate approval or consent shall be required in connection with the issuance of refunding bonds if any required consent of the required number of Holders to the issuance thereof shall have been previously obtained. If at any time the Issuer and the Borrower shall request in writing the consent of the Trustee to any such proposed amendment, change or modification, the Trustee shall cause notice of such proposed amendment, change, or modification to be given in the same manner as provided by the Indenture with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Trust Office of the Trustee for inspection by all Bondholders.

Conversion Date

On the Conversion Date and upon the execution and delivery of the Funding Loan Agreement, Governmental Note and Project Loan Agreement, the Indenture, the Loan Agreement and the Bonds shall be deemed amended, restated and superseded in full by the terms thereof.

Severability

In case any one or more of the provisions of the Indenture or of the Bonds for any reason, is held to be illegal or invalid such illegality or invalidity shall not affect any other provisions of the Indenture or the Bonds, and the Indenture and the Bonds shall be construed and enforced to the end that the transactions contemplated by the Indenture be effected and the obligations contemplated by the Indenture be enforced as if such illegal or invalid provisions had not been contained therein.

Mortgage Loan Documents Independent

Enforcement of the covenants in the Indenture will not result in, and neither the Issuer nor the Trustee has or shall be entitled to assert, any claim against the Borrower, the Project, the Mortgage Loan proceeds, any reserves or deposits required by the Mortgage Lender in connection with the Mortgage Loan transaction, or the rents or deposits or other income of the Project.

Failure of the Issuer or the Borrower to comply with any of the covenants set forth in the Indenture or any of the Borrower Documents will not automatically serve as a basis for default on the Mortgage Loan, the underlying mortgage, or any of the other Mortgage Loan Documents, unless such default is expressly declared by the Mortgage Lender in accordance with the terms of the Mortgage Loan Documents.

Notwithstanding anything in the Indenture, the Loan Agreement, the Note or the Bond Purchase Agreement to the contrary, (i) the Mortgaged Property (as defined in the Mortgage Loan Security Instrument) shall not include any portion of the Trust Estate and the Mortgage Lender shall not have any claim to or lien upon the Trust Estate under the Indenture and funds held by the Trustee under the Indenture and pledged to secure the repayment of the Bonds, except for Eligible Funds that may be returned to the party that deposited said funds with the Trustee as may be required under the Indenture and (ii) the Trust Estate shall not include any portion of the Mortgaged Property (as defined in the Mortgage Loan Security Instrument).

Recycling Transactions

Notwithstanding any provisions of the Indenture or the Bonds to the contrary, the Issuer shall be permitted to direct that payments representing prepayments or repayments of principal on the Note be delivered to a custodian or trustee selected by the Issuer, in lieu of application to repay a like portion of the Bonds, so long as the Issuer simultaneously causes other funds to be applied to repay such portion of the Bonds. The preceding provisions shall apply only for purposes of preserving or “recycling” private activity bond volume cap in accordance with Section 146(i)(6) of the Code. In connection with such recycling and Bond prepayment, if so directed in a written direction of the Issuer provided to the Trustee prior to any prepayment date, the Trustee is, under the Indenture, authorized and directed to receive any such Bond prepayment or amounts corresponding thereto and to hold such amounts, uninvested, for such period of time and to transfer such amounts to the Issuer, or to such custodian, fiscal agent or trustee designed by the Issuer and specified in such written direction. For purposes of effectuating the foregoing, the Trustee is, under the Indenture, authorized and directed to open and create such funds or accounts, which may be temporary in nature, as may be necessary or desirable, and to close such funds or accounts following the completion of the transfers set forth in such written direction.

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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT

The following is a summary of certain provisions of the Loan Agreement. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Loan Agreement, a copy of which is on file with the Trustee.

Disbursements from the Project Fund

In the Indenture, the Issuer has authorized and directed the Trustee to make disbursements from the Project Fund to pay Costs of the Project upon satisfaction of the requirements of the Indenture. The Trustee is directed in the Indenture to make disbursements from the Project Fund as provided in the Indenture, and pursuant to the receipt of a Requisition in substantially the form attached to the Indenture as an exhibit.

The Borrower’s right to request disbursements from the Project Fund is limited to the principal amount of the Loan and conditioned upon the deposit of Eligible Funds into the Collateral Fund as set forth in the Indenture.

Borrower Required to Pay in the Event Project Fund Is Insufficient

In the event the moneys in the Project Fund are not sufficient to pay the Costs of the Project in full, the Borrower agrees to complete the Project and to pay that portion of the Costs of the Project in excess of the moneys available therefore in the Project Fund. The Issuer does not make any warranty, either express or implied, that the moneys paid into the Project Fund and available for payment of the Costs of the Project will be sufficient to pay all of the Costs of the Project. The Borrower agrees that if after exhaustion of the moneys in the Project Fund, the Borrower should pay any portion of the Costs of the Project pursuant to the provisions of this section, the Borrower shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or the Holders of any of the Bonds, nor shall the Borrower be entitled to any diminution of the amounts payable under the Loan Agreement.

Loan of Proceeds

The Issuer agrees, upon the terms and conditions of the Loan Agreement and the Indenture, to lend to the Borrower the proceeds received by the Issuer from the sale of the Bonds. Such proceeds shall be disbursed to or on behalf of the Borrower as provided in the Loan Agreement.

Mortgage Loan to Borrower; Eligible Funds

Contemporaneously with the issuance of the Bonds, it is expected that the Borrower shall proceed with obtaining the Mortgage Loan from the Mortgage Lender. In particular, the Borrower will promptly take all necessary actions on its part to close the Mortgage Loan.

In consideration of and as a condition to the disbursement of Bond proceeds in the Project Fund to pay Project Costs, and to secure the Borrower’s obligation to make Loan Payments, the Borrower shall cause the Mortgage Lender, from time to time, to deliver Eligible Funds to the Trustee for deposit into the Collateral Fund to enable the Trustee to disburse an equal amount of Bond proceeds from the Project Fund as approved by the Mortgage Lender in connection with a completed and fully executed Requisition, in substantially the form attached to the Indenture as an exhibit.

Borrower’s Obligations Upon Tender of Bonds

If any tendered Bond is not remarketed on any Mandatory Tender Date and a sufficient amount is not available in the Collateral Fund, the Negative Arbitrage Account of the Bond Fund, or the Project Fund as provided in the Indenture for the purpose of paying the purchase price of such Bond, the Borrower will cause to be paid to the Trustee by the applicable times provided in the Indenture, an amount equal to the amount by which the principal

amount of all Bonds tendered and not remarketed, together with interest accrued to the Mandatory Tender Date, exceeds the amount otherwise available pursuant to the Indenture.

Option to Terminate

The Borrower shall have the option to cancel or terminate the Loan Agreement at any time when (a) the Indenture shall have been released in accordance with its provisions, (b) sufficient money or security acceptable to the Issuer and the Trustee are on deposit with the Trustee or the Issuer, or both, to meet all Loan Payments due or to become due through the date on which the last of the Bonds is then scheduled to be retired or redeemed and (c) the Mortgage Loan shall be repaid in full. Such option shall be exercised by the Borrower, with approval of the Investor Member, giving the Issuer and the Trustee five (5) days’ notice in writing of such cancellation or termination and such cancellation or termination shall become effective at the end of such notice period. The provisions of this section shall not be deemed to permit a prepayment of the Note other than in accordance with its terms.

Defaults Defined

The following shall be “Defaults” under the Loan Agreement and the term “Default” shall mean, whenever it is used in the Loan Agreement, any one or more of the following events, which shall be subject to any applicable notice and cure period contained in the Loan Agreement:

Failure by the Borrower to pay any amount required to be paid under the Loan Agreement.

Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Loan Agreement other than as referred to in subsection (a) of this section or failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Borrower Tax Certificate, for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied, will have been given to the Borrower and the Investor Member by the Issuer or the Trustee; provided, with respect to any such failure covered by this subsection (b), no event of default will be deemed to have occurred so long as a course of action adequate to remedy such failure will have been commenced within such 60-day period and will thereafter be diligently prosecuted to completion and the failure will be remedied thereby.

The dissolution or liquidation of the Borrower, or the voluntary initiation by the Borrower of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Borrower of any such proceeding which shall remain undismissed for ninety (90) days, or failure by the Borrower to promptly have discharged any execution, garnishment or attachment of such consequence as would impair the ability of the Borrower to carry on its operations at the Project, or assignment by the Borrower for the benefit of creditors, or the entry by the Borrower into an agreement of composition with its creditors or the failure generally by the Borrower to pay its debts as they become due.

The occurrence of an Event of Default under the Indenture (other than under clause (d) under the heading “APPENDIX B — SUMMARY OF CERTAIN PROVISIONS OF THE TRUST
INDENTURE — Events of Default and Acceleration”).

The provisions of subsection (b) of this section are subject to the following limitation: if by reason of force majeure it is impossible for the Borrower in whole or in part, despite its best efforts, to carry out any of its agreements contained in the Loan Agreement (other than its obligations relating to the Loan as set forth in the Loan Agreement), the Borrower shall not be deemed in Default during the continuance of such inability. Such force majeure event does not affect any obligations of the Borrower other than the timing of performance of such obligations. The term “force majeure” as used in the Loan Agreement shall mean, without limitation, the following: acts of God; strikes or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or of any of their departments, agencies or officials, or of any civil or military authority; insurrections; riots; terrorism; landslides; earthquakes; fires; storms; droughts; floods; explosions; and events not reasonably within the control of the Borrower. The Borrower agrees, however, to use its best efforts to remedy with

all reasonable dispatch the cause or causes preventing the Borrower from carrying out its agreement. The settlement of strikes and other industrial disturbances shall be entirely within the discretion of the Borrower and the Borrower shall not be required to settle strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the Borrower unfavorable to the Borrower.

Remedies on Default

Whenever any Default referred to under the section “Defaults Defined” above shall have happened and be continuing beyond the expiration of any applicable cure period, the Trustee, or the Issuer (in the event the Trustee fails to act), may take one or any combination of the following remedial steps:

If the Trustee has declared the Bonds immediately due and payable pursuant to the Indenture, by written notice to the Borrower, declare an amount equal to all amounts then due and payable on the Bonds, whether by acceleration of maturity (as provided in the Indenture) or otherwise, to be immediately due and payable, whereupon the same shall become immediately due and payable; and

Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under the Loan Agreement, the Note, the Tax Regulatory Agreement or any other Document in the event of default thereunder.

Any amounts collected pursuant to action taken under this section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture.

No Remedy Exclusive

Except as otherwise indicated in the Indenture, no remedy conferred upon or reserved to the Issuer or the Trustee by the Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Loan Agreement, the Tax Regulatory Agreement or the Note, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power nor shall it be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made in the Loan Agreement. Such rights and remedies as are given the Issuer under the Loan Agreement shall also extend to the Trustee, and the Trustee and the Holders of the Bonds, subject to the provisions of the Indenture, including, but not limited to the Reserved Rights of the Issuer, shall be entitled to the benefit of all covenants and agreements contained in the Loan Agreement.

No Additional Waiver Implied by One Waiver

In the event any agreement contained in the Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under the Loan Agreement.

Mortgage Loan Documents Independent

Failure of the Issuer or the Borrower to comply with any of the covenants set forth in the Loan Agreement, the Indenture or the other Borrower Documents will not serve as a basis for default on the Mortgage Loan, the underlying Mortgage, or any of the other Mortgage Loan Documents.

To the extent not otherwise set forth above in this section, the provisions of the Indenture are incorporated in the Loan Agreement by reference to the same extent as if set forth in the Loan Agreement in full.

APPENDIX D

SUMMARY OF CERTAIN PROVISIONS OF THE TAX REGULATORY AGREEMENT

The following is a brief summary of the Tax Regulatory Agreement. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Tax Regulatory Agreement, a copy of which is on file with the Trustee.

The Issuer, the Trustee and the Borrower will enter into a Land Use Restriction Agreement (the “Tax Regulatory Agreement”) in order to set forth certain terms and conditions relating to the acquisition and operation of the Project. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture and the Tax Regulatory Agreement.

Residential Rental Property

The Borrower represents, covenants, warrants and agrees that:

(i) The Project will be acquired and rehabilitated for the purpose of providing “qualified residential rental property” as such phrase is used in Section 142(d) of the Code, (ii) the Borrower shall own the entire Project for federal tax purposes, and (iii) the Project shall be owned, managed and operated as a multifamily residential rental property comprised of a building or structure or several buildings or structures containing similarly constructed units, together with any functionally related and subordinate facilities and no other facilities, in accordance with Section 142(d) of the Code and Sections 1.103-8(b)(4) and 1.103-8(a)(3) of the Regulations (as modified by Section 142(d) of the Code), and in accordance with such requirements as may be imposed thereby on the Project from time to time.

The Project will be comprised of one or more similarly constructed units, each of which will contain separate and complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink.

None of the residential rental units in the Project will at any time be (i) utilized on a transient basis, (ii) rented for lease periods of less than six (6) months, or (iii) used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, rest home or trailer court or trailer park, or health club or recreational facility (other than health and/or recreational facilities that are available only to tenants and their guests without charge for their use and that are customarily found in multifamily rental housing projects), and (iv) none of the occupants of such units shall be provided services customarily found in hotels such as room service for food and beverages, maid service, furnishing and laundering of linens or valet service.

All of the residential rental units in the Project will be rented or available for rent on a continuous basis to members of the general public (other than units occupied by persons permitted pursuant to paragraph (i) below) and the Borrower will not give preference to any particular class or group in renting the residential rental units in the Project, except to the extent that units are required to be leased or rented to Low-Income Tenants. The Low-Income Tenants will have equal access to and enjoyment of all common facilities of the Project. The Borrower will not discriminate against children of any age when renting the residential rental units in the Project.

The Land consists of a parcel of real property or parcels of real property that are contiguous except for the interposition of a road, street, stream or similar property, and the Project comprises buildings, structures and facilities that are proximate and financed pursuant to a common plan.

Less than 25% of the Net Proceeds of the Bonds will be used (directly or indirectly) to acquire the Land.

None of the Net Proceeds of the Bonds will be used to acquire any property (or an interest therein) unless the first use of such property is pursuant to such acquisition (within the meaning of Section 147(d)(1) of the Code); provided, however, that proceeds of the Bonds may be used to finance the acquisition of property (or an interest therein) where the “first use” of such property is not pursuant to such acquisition if rehabilitation expenditures with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Bonds. For purposes of this paragraph, the term “rehabilitation expenditures” has the same meaning given such term in Section 147(d)(3) of the Code and, thus, does not include, among other things, any expenditures incurred more than two years after the later of the date the Bonds were issued, or the date on which the property was acquired, or any expenditures attributable to the enlargement of an existing building nor any expenditures described within Section 47(c)(2)(B) of the Code. Expenditures to rehabilitate a building include expenditures to rehabilitate equipment or to replace equipment having substantially the same function, but only if the equipment was part of an integrated operation contained in the building prior to its acquisition by the Borrower. References to equipment in parenthesis refer only to equipment which is functionally related and subordinate to and is purchased with an existing building.

No proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility (other than the normal and customary workout facility available to all tenants), facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.

The Borrower or any related person (within the meaning of Section 147(a)(2) of the Code) shall not occupy any of the residential rental units in the Project; provided, however, that the Borrower may occupy a residential rental unit in a building or structure that contains five or more residential rental units if the Borrower or a related person is a resident manager or other necessary employee (e.g., maintenance and security personnel).

In the case of a “mixed-use” project wherein part of the building or structure, together with any facilities functionally related and subordinate thereto, contains one or more similarly constructed residential rental units that in the aggregate, meet the Low-Income Tenant occupancy requirements of the Tax Regulatory Agreement (the “residential rental units”) and the rest of the building is devoted to use unrelated to such units (the “nonqualifying property”), the term “residential rental project” shall mean only the residential rental units and the other portions of the Project allocable to such units, including the allocable portion of the property benefiting both the residential rental units and the nonqualifying property (e.g., the common elements), and all property benefiting only the residential rental units. The allocation of the costs of the common elements shall be made according to a method that properly reflects the proportionate benefit derived, directly or indirectly, by the residential rental units and the nonqualifying property.

If the Project is receiving Section 8 assistance, the Borrower will comply with all Section 8 requirements in administering these restrictions.

No portion of the Project will at any time be owned or used by a cooperative housing corporation;

The Project consists of one or more discrete edifices or other man made construction, each consisting of an independent foundation, outer walls and roof, all of which are (i) owned by the same person for federal tax purposes, (ii) located on a common tract of land or two or more tracts of land which are contiguous except for being separated only by a road, street, stream or similar property, and (iii) financed by the Loan or otherwise pursuant to a common plan of financing, and which will consist entirely of:

Units which are similar in quality and type of construction and amenities;

Facilities functionally related and subordinate in purpose and size to property described above, e.g., parking areas, swimming pool, exercise room and other recreational facilities (none of which may be unavailable to any person because such person is a Low Income Tenant) and

other facilities which are reasonably required for the Project, e.g., heating and cooling equipment, trash disposal equipment or units for residential managers or maintenance personnel;

During the Term of the Tax Regulatory Agreement, the Project will not include a unit in a building where all units in such building are not also included in the Project;

During the Term of the Tax Regulatory Agreement, the Borrower will not convert any unit in the Project to an owner-occupied condominium ownership and each of the residential rental units in the Project will be rented as a residential dwelling, on a continuous basis and may not be used or converted to owner-occupied housing or other residential or business use. For purposes of this requirement, a building or structure will not be deemed to be held for rental use if it contains less than five units, any unit of which is occupied by the owner of the residential rental units.

Within thirty (30) days of the Completion Date, the Borrower shall prepare and submit to Authority and the Trustee a certificate in recordable form for purposes of the calculation of the commencement and termination of the Qualified Project Period, if applicable;

The Borrower shall not discriminate on the basis of race, religion, color, age, sex, marital status, familial status, disability or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project; provided, however, that nothing in the Tax Regulatory Agreement shall be deemed to preclude the Borrower from discrimination based on income or reported tenant problems relating to the applying tenant or tenants in renting units set aside for Low Income Tenants in compliance with the requirements of the Code and the Tax Regulatory Agreement; notwithstanding the foregoing, the Borrower shall not be precluded from discrimination based on age and familial status so long as the Borrower complies with all requirements imposed by or pursuant to the federal fair housing law and regulations of the Department of Housing and Urban Development (24 CFR) issued pursuant to Title VI, the Fair Housing Act, the Rehabilitation Act, the Age Discrimination Act or Executive Order 11063, and similar state laws and regulations;

The Borrower shall submit an annual report to the Secretary of the Department of Treasury as required by Section 142(d)(7) of the Code and deliver a copy thereof to Authority and to the Trustee; and

The requirements of this section shall terminate at the end of the Qualified Project Period, except as otherwise provided in the Tax Regulatory Agreement.

Low-Income Tenants

The Borrower represents, warrants and covenants as follows:

At all times during the Qualified Project Period, not less than forty percent (40%) of the completed residential rental units shall be occupied or held available for occupancy by Low-Income Tenants.

The determination of whether the income of a resident of a residential rental unit exceeds the applicable income limit shall be made at the time of initial occupancy and at least annually thereafter on the basis of the current income of the resident. For purposes of paragraphs (a) and (b) of this section, a residential rental unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant during such individual’s or family’s tenancy in such unit, even though such individual or family ceases to be a Low-Income Tenant. However, the preceding sentence shall cease to apply to any Low-Income Tenant whose income under the most recent determination exceeds one hundred forty percent (140%) of the applicable income limit if after such determination, but before the next determination, any residential rental unit of comparable or smaller size in the Project/same building (as defined for purposes of the low income housing tax credit in Section 42 of the Code) is occupied by a new resident whose income exceeds the applicable income limit. In addition, a unit that was occupied by a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant until it is reoccupied for a period in excess of thirty one (31) days, at which time

the residential rental unit shall be considered to be occupied by a Low-Income Tenant only if the individual or family then occupying the residential rental unit satisfies the definition of a Low-Income Tenant.

A development which certifies 100% of its units as low-income shall perform one annual income recertification effective upon the first anniversary of any household’s move-in or initial certification. No additional income recertification shall be required by the Authority; however, annual determination of student status shall be required for households comprised entirely of students. Should the annual income recertification of such households result in non-compliance with income occupancy requirements, the next available unit must be rented to a qualifying household in order to ensure continuing compliance of the Project.

The form of lease to be used by the Borrower in renting any unit in the Project to a person who is intended to be a Low-Income Tenant shall (i) provide for termination of the lease and consent by such person to immediate eviction for failure to qualify as a Low-Income Tenant as a result of any material misrepresentation made by such person with respect to the income certification, and (ii) subject to paragraph
(d) above, require that the tenant of the unit certify the income of the residents of the unit annually and at any time as the Borrower may reasonably request. The form of lease for the residential rental units to be utilized by the Borrower in renting all dwelling units in the Project shall be subject to the Authority’s approval. The lease for the residential rental units must comply with all applicable Section 8 requirements if the Project is receiving a subsidy pursuant to Section 8 of the United States Housing Act of 1937.

Covenants to Run with the Land

The covenants, reservations and restrictions set forth in the Tax Regulatory Agreement shall be deemed covenants running with the Land and, except as provided therein, shall pass to and be binding upon the Borrower’s heirs, assigns and successors in title to the Land or the Project; provided, however, that upon the termination of the Tax Regulatory Agreement in accordance with the terms thereof said covenants, reservations and restrictions shall expire. Except as provided in the Tax Regulatory Agreement, each and every contract, deed or other instrument thereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Project. The Borrower, at its cost and expense, shall cause the Tax Regulatory Agreement to be duly recorded or filed and re-recorded or refiled in such places, and shall pay or cause to be paid all recording, filing, or other taxes, fees and charges, and shall comply with all such statutes and regulations as may be required by law in order to establish, preserve and protect the ability of the Authority to enforce the Tax Regulatory Agreement.

Term

Subject to the rights of the Authority and the Trustee to indemnification by the Borrower pursuant to the Tax Regulatory Agreement, which shall survive the termination of the Tax Regulatory Agreement, the Tax Regulatory Agreement shall remain in full force and effect until the “Term of this Agreement,” which shall be the later of (i) the payment in full of the Bonds (or any tax-exempt obligation refunding the Bonds), or (ii) the expiration of the Total Compliance Period, it being expressly agreed and understood that the provisions of the Tax Regulatory Agreement may survive the termination of the Indenture, if repayment of the Loan occurs prior to the later of such events. Upon the termination of the Tax Regulatory Agreement, upon request of any party thereto, the Authority, the Trustee, the Borrower and any successor party thereto shall execute a recordable document prepared by the Authority or its counsel further evidencing such termination.

Notwithstanding paragraph (a) above, the restrictions and requirements contained in the Tax Regulatory Agreement shall, except as otherwise provided therein as to the Borrower and subject to the provisions of the last sentence in this paragraph (b), automatically terminate in the event of involuntary noncompliance caused by fire or other casualty, seizure, requisition, foreclosure or transfer of title by deed in lieu of foreclosure to an entity other than the Borrower or a related person (within the meaning of the Code) to the Borrower, change in a federal law or an action of a federal authority after the date the Bonds are issued which prevents compliance with the covenants expressed therein, or condemnation or similar event (as determined by the Authority upon the advice of Qualified

Bond Counsel), but only if, within a reasonable period, either (i) the Bonds are paid, retired or cancelled in full, or (ii) amounts received as a consequence of such event are used to provide a project that meets and is subject to the requirements of the Code and applicable Regulations thereunder. In such event, upon the request of the Borrower and at the expense of the Borrower, the parties to the Tax Regulatory Agreement shall execute an appropriate document in recordable form prepared by the Authority or its counsel to evidence such automatic termination, but the failure to execute or record such document shall not affect the automatic termination. This paragraph (b) shall not apply (and the restrictions contained in the Tax Regulatory Agreement shall thereafter apply) to the Project in the event that, subsequent to any involuntary noncompliance as described in this paragraph (b) but prior to the expiration of the Qualified Project Period, an obligor on the acquired purpose investment (as defined in Section 1.148-1(b) of the Regulations) or a related person (as defined in Section 1.103 10(e) of the Regulations) obtains an ownership interest in the Project for tax purposes.

Notwithstanding any other provisions of the Tax Regulatory Agreement, the entire Tax Regulatory Agreement, or any of the provisions or sections thereof, may be terminated with the written consent of the Authority, the Trustee, or its assigns and the Borrower if there shall have been received an opinion of Qualified Bond Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

After the date on which no Bonds remain outstanding, as provided in the Indenture, the Trustee shall no longer have any duties or responsibilities under the Tax Regulatory Agreement and all references to the Trustee in the Tax Regulatory Agreement shall be deemed references to the Authority.

Transfer of Project; Covenants to Run with the Land

Except as specifically authorized pursuant and subject to the terms and conditions of the Financing Documents:

The Borrower shall not (i) enter into a voluntary sale, lease (other than leases of rental units to tenants), exchange, assignment, conveyance, transfer or other disposition (collectively, a “Disposition”) of all or substantially all of the Project or (ii) allow itself to be terminated for federal income tax purposes or
(iii) so long as the Bonds remain Outstanding, place any mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project, without in each instance the prior written consent of the Authority. The Authority shall not unreasonably withhold its written consent to a Disposition, as long as the requirements of this section are fully satisfied. It is expressly agreed that, in connection with determining whether to grant or withhold such consent, the Authority may (but is not obligated to), among other things:
(1) consider the creditworthiness of the party to whom such Disposition will be made and such party’s management ability with respect to the Project; (2) consider whether or not the security for repayment of the Loan and other payment obligations under the Financing Agreement, and the performance of the covenants and other obligations under the Tax Regulatory Agreement (without regard to whether the Bonds are outstanding) or the Authority’s ability to enforce its rights, remedies and recourses with respect to such security or performance will be impaired in any way or to any degree by the proposed Disposition; (3) require that the Authority be reimbursed for all reasonable costs and expenses incurred by the Authority in connection with investigating the creditworthiness and management ability of the party to whom such Disposition will be made and in determining whether the Authority’s security will be impaired by the proposed Disposition;
(4) require the payment of all payment obligations of the Borrower under the Financing Agreement, including but not limited to accrued obligations not yet payable and, in the event of a Disposition in connection with a prepayment of the Bonds prior to the termination of the Qualified Project Period, an amount reasonably determined by the Authority as being necessary to compensate it for monitoring costs and expenses for the balance of the Qualified Project Period and the Compliance Monitoring Fee; (5) require the payment of the Authority’s attorneys’ fees and expenses in connection with such Disposition; (6) require the express, unconditional assumption of all payment obligations and all performance obligations under the Tax Regulatory Agreement, the Financing Agreement, the Indenture, the Environmental Indemnity and the Guaranty of Recourse Obligations relating to the Project and any other document, agreement or instrument evidencing or securing the Borrower’s obligations under the Financing Agreement by the party to whom such Disposition will be made (with or without the release of the transferor Borrower from liability for such obligations), which assumption shall be in form and substance satisfactory to the Authority and its counsel,

and require the recording of such assumption document; (7) require the execution of modification agreements, supplemental mortgage documents, financing statements and such other documents, agreements and instruments as the Authority or their counsel may require, (8) require endorsements to any existing Authority or Trustee title insurance policies insuring the Authority’s or the Trustee’s liens and security interests covering the Project, and (9) require an opinion of Qualified Bond Counsel to the effect that the transfer will not adversely affect the excludability of the interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. The Authority may, in its discretion, release the Borrower from liability under the Tax Regulatory Agreement and the Financing Agreement and may limit any such release from liability to events and occurrences arising after such Disposition, whether or not the Authority has knowledge of prior events or occurrences creating such liability at the time of the Disposition.

The restrictions contained in paragraph (a) above shall not be applicable to any of the following: (i) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan under the Loan Documents and any subsequent transfer by the mortgagee if such mortgagee is the Majority Owner or any successor in interest thereto or to the first lender); provided, however, that neither the Borrower nor any related person (within the meaning of the Code) to the Borrower shall acquire any interest in the Project during the remainder of the Qualified Project Period; (ii) any sale, transfer, assignment, encumbrance or addition of membership interests in the Borrower, provided such sale, transfer, assignment, encumbrance or addition does not constitute a change in ownership of the Project which would adversely affect the excludability from gross income, for federal income tax purposes of the interest payable on the Bonds (excluding any action that causes such interest to be includable in gross income for federal income tax purposes as a result of the application of Section 147(a) of the Code); (iii) grants of utility related easements and governmental easements, shown on the title policy approved by the Authority and any other easement and use agreements which may be consented to by the Authority; (iv) service-related leases or easements, such as laundry service leases or television cable easements, and easements related to the rehabilitation of the Project over portions of the Project, provided, however, the same are granted in the ordinary course of business in connection with the operation of the Project as contemplated by the Tax Regulatory Agreement;
(v) grants of other easements and entry into other use agreements which may be consented to by the Authority; (vi) leases of apartment units to tenants, including Low-Income Tenants, in accordance with the requirements of the Indenture and the Tax Regulatory Agreement and leases of commercial space; (vii) any sale or conveyance to a condemning governmental authority as a direct result of a condemnation or a governmental taking or a threat thereof; (viii) the placing of a subordinate mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project if made expressly subject and subordinate to the Tax Regulatory Agreement, the Financing Documents and provided that such subordinate mortgage lien, assignment of leases and rents or security interests is permitted by the Mortgage; (ix) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by the Borrower pursuant to the Borrower’s creation documents); or (x) the placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project after the payment (or provision for payment in accordance with the Indenture) of the Bonds and the release of the Mortgage.

The covenants, reservations and restrictions set forth in the Tax Regulatory shall be deemed covenants running with the Land and, except as provided therein, shall pass to and be binding upon the Borrower’s heirs, assigns, and successors in title to the Land or the Project; provided, however, that upon the termination of the Tax Regulatory Agreement in accordance with the terms thereof, said covenants, reservations and restrictions shall expire. Except as provided therein, each and every contract, deed or other instrument thereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all such covenants, reservations and restrictions shall run to each portion of the Project.

Any transfer of the managing member’s or investor member’s interest in Borrower or removal and replacement of the Borrower’s managing member pursuant to the Operating Agreement shall not be considered a change in ownership under the Tax Regulatory Agreement.

In connection with any Disposition under paragraph (a) above or any transfer or other action addressed in paragraph (b)(ii) above other than a transfer of membership interests or removal and replacement of the Managing Member by the Investor Member or affiliate thereof pursuant to the Operating Agreement, which, in either case, does not result in a termination of the Borrower for federal income tax purposes, in addition to the Authority, the Trustee shall be entitled to require the Borrower to cause an opinion of Qualified Bond Counsel to be delivered to it to the effect that the proposed transfer of the Project will not adversely affect the exclusion of interest on the Bonds from the federal gross income of the holders thereof.

Remedies; Enforceability

If a violation of any of the provisions of the Tax Regulatory Agreement occurs or is attempted, the Authority and its successor and assigns, after expiration of any applicable cure period, may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation, or to compel specific performance under the Tax Regulatory Agreement. The provisions thereof are imposed upon and made applicable to the Land and shall run with the Land and shall be enforceable against the Borrower or any other person or entity that has or had an ownership interest in the Project at the time of such violation or attempted violation. No delay in enforcing the provisions thereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions thereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or similar breach or violation thereof at any later time or times. Notwithstanding anything to the contrary in the Tax Regulatory Agreement, with the exception of the obligations of the Borrower to the Authority and the Trustee set forth therein, the liability of the Borrower under the Tax Regulatory Agreement is and shall be limited solely to the interest of the Borrower in the Project, it being specifically understood and agreed that neither the Borrower nor the members of the Borrower, if any, shall have any personal liability with respect to the obligations of the Borrower set forth therein, and that any party seeking to enforce personal liability against the Borrower or the members of the Borrower, if any, shall look only to said interest of the Borrower for the satisfaction of such liability. The Authority and the Trustee agree that cure of any violation or default by any member of the Borrower shall be deemed to be a cure by the Borrower and shall be accepted on the same basis as if made by the Borrower.

Pursuant to Ad Valorem Tax Exemption, if the Borrower ceases to provide affordable housing as required under the Tax Regulatory Agreement, before the end of the ninety-nine (99) year Total Compliance Period, the Borrower will incur a penalty that is equal to one hundred percent (100%) of the total amount of Governmental Note financing multiplied by each year remaining in the Total Compliance Period from the year the Borrower ceased to provide affordable housing as required under the Tax Regulatory Agreement.

Filing

The Tax Regulatory Agreement shall be duly recorded in the Office of the Clerk of the Circuit Court for Osceola County, Florida, prior to the recording of the Mortgage.

Amendments

The Tax Regulatory Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties, and duly recorded in the Office of the Clerk of the Circuit Court for Osceola County, Florida. The Authority’s consent to any such amendment, revision or termination shall be given only in accordance with the Indenture.

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

$26,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

This Continuing Disclosure Agreement, dated as of February 1, 2026 (this “Continuing Disclosure Agreement”), is executed and delivered by EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), and The Bank of New York Mellon Trust Company, N.A., as dissemination agent (in such capacity, the “Dissemination Agent”), for the above-captioned bonds (the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture, dated as of February 1, 2026 (the “Indenture”) between the Osceola County Housing Finance Authority (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). Pursuant to the Indenture and the Loan Agreement, dated as of February 1, 2026, between the Issuer and the Borrower (the “Loan Agreement”), the Dissemination Agent and the Borrower covenant and agree as follows:

Section 1. Purpose of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement is being executed and delivered by the Borrower, and the Dissemination Agent for the benefit of the holders of the Bonds and in order to assist the Participating Underwriter in complying with the Rule (defined below). The Borrower and the Dissemination Agent acknowledge that the Issuer has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Continuing Disclosure Agreement, and has no liability to any person, including any holder of the Bonds or Beneficial Owner, with respect to any such reports, notices or disclosures.

Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections 3 and 4 of this Continuing Disclosure Agreement.

“Audited Financial Statements” means, in the case of the Borrower, the annual audited financial statements prepared in accordance with generally accepted accounting principles, if any.

“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

“Disclosure Representative” shall mean the administrator of the Project or his or her designee, or such other person as the Borrower shall designate in writing to the Dissemination Agent from time to time.

“Dissemination Agent” shall mean The Bank of New York Mellon Trust Company, N.A., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Borrower and which has filed with the Trustee a written acceptance of such designation.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Continuing Disclosure Agreement.

“MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. All documents provided to the MSRB shall be in an electronic format and accompanied by identifying information, as prescribed by the MSRB. Initially, all document submissions to the

* Preliminary; subject to change.

MSRB pursuant to this Continuing Disclosure Agreement shall use the MSRB’s Electronic Municipal Market Access (EMMA) system at www.emma.msrb.org.

“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, and its successors and assigns.

“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

Section 3. Provision of Annual Reports.

The Borrower will, or will cause the Dissemination Agent to, not later than 180 days following the end of the Borrower’s fiscal year, commencing with the fiscal year ending on December 31, 2026, provide to the MSRB an Annual Report which is consistent with the requirements described below. No later than 15 Business Days prior to said date, the Borrower will provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package and may cross reference other information, provided that the audited financial statements for the prior calendar year of the Borrower may be submitted separately from the balance of the Annual Report.

If by 15 Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent will contact the Disclosure Representative to determine if the Borrower is in compliance with subsection (a).

If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent will send in a timely manner a notice to the MSRB in substantially the form attached as Exhibit B to this Continuing Disclosure Agreement.

The Dissemination Agent will file a report with the Borrower and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Continuing Disclosure Agreement, stating the date it was provided.

Section 4. Content of Annual Reports. The Borrower’s Annual Report will contain or incorporate by reference the financial information with respect to the Project, provided at least annually, of the type included in Exhibit A hereto, which Annual Report may, but is not required to, include Audited Financial Statements. If the Borrower’s Audited Financial Statements are not available by the time the Annual Report is required to be filed, the Annual Report will contain unaudited financial statements, and the Audited Financial Statements will be filed in the same manner as the Annual Report when and if they become available.

Any or all of the items described in Exhibit A may be incorporated by reference from other documents, including official statements of debt issues with respect to which the Borrower is an “Obligated Person” (as defined by the Rule), which have been filed with the MSRB. The Borrower will clearly identify each such other document so incorporated by reference.

Each annual report submitted hereunder shall be in readable portable document format (“PDF”) or other acceptable electronic form.

Section 5. Reporting of Listed Events.

This Section 5 shall govern the giving of notices of the occurrence of any of the following events (each, a “Listed Event”):

Principal and interest payment delinquencies;

Non-payment related defaults, if material;

Unscheduled draws on debt service reserves reflecting financial difficulty;

Unscheduled draws on credit enhancements reflecting financial difficulty;

Substitution of credit or liquidity providers, or their failure to perform;

Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Modifications to rights of holders of the Bonds, if material;

Bond calls, if material, and tender offers;

Defeasances;

Release, substitution or sale of property securing repayment of the Bonds, if material;

Rating changes;

Bankruptcy, insolvency, receivership or similar event of the Borrower. For purposes of this clause (xii), any such event shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Borrower in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Borrower, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Borrower;

The consummation of a merger, consolidation, or acquisition involving the Borrower or the sale of all or substantially all of the assets of the Borrower, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Appointment of a successor or additional trustee or paying agent or the change of the name of a trustee or paying agent, if material;

Incurrence of a financial obligation of the Borrower, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Borrower, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Borrower, any of which reflect financial difficulties; and

The Project’s being placed in service for purposes of qualifying the property for low income housing tax credits. Notice of the Project’s being placed in service from the Borrower to the Dissemination Agent shall be in the form attached as Exhibit D hereto or such other form as may be approved by the Dissemination Agent. Notice of the Project being placed in service from the Dissemination Agent to the Municipal Securities Rulemaking Board shall be in the form attached as Exhibit C hereto or such other form as may be approved by the Dissemination Agent.

For purposes of clauses (xv) and (xvi) of this Section 5(a), “financial obligation” is as contemplated by Exchange Act Release No. 34-83885; File No. S7-01-17 (the “Adopting Release”).

The Dissemination Agent shall, within three (3) Business Days of obtaining actual knowledge of the occurrence of any potential Listed Event, pursuant to subsection (c) of this Section 5 or otherwise, provide the Disclosure Representative with notice (by email). While the Dissemination Agent is also the Trustee, the Dissemination Agent shall be deemed to have actual knowledge of those items listed in clauses (i), (iii) (solely with respect to funds held by the Trustee), (iv), (v), (vii), (viii), (ix), (x) and (xiv) above without the Dissemination Agent’s having received notice of such event. While the Dissemination Agent is not also the Trustee, the Dissemination Agent shall not be deemed to have actual knowledge of any items listed in clauses (i) - (xvii) above without the Dissemination Agent having received written notice of such event. For purposes of providing notice to the Disclosure Representative, the Dissemination Agent shall assume that the unscheduled draws described in clauses (iii) and (iv) reflect financial difficulty.

Whenever the Borrower obtains knowledge of the occurrence of a potential Listed Event, the Borrower shall, within five (5) Business Days of obtaining such knowledge and in any event no more than eight (8) Business Days after the occurrence of such event, determine if such event is in fact a Listed Event that is required by the Rule to be disclosed and provide the Dissemination Agent with notice and instructions pursuant to subsection (d) below.

If the Borrower has determined that a Listed Event is required to be disclosed, then the Borrower shall prepare a written notice describing the Listed Event and provide the same to the Dissemination Agent along with instructions to file the same pursuant to subsection (e) below.

If the Dissemination Agent has been provided with a written notice describing a Listed Event pursuant to subsection (c) of this Section 5 or otherwise, and is instructed by the Borrower to report the occurrence of such Listed Event, the Dissemination Agent shall, within two (2) Business Days of its receipt of such written notice and in any event no more than ten (10) Business Days after the occurrence of the Listed Event, file the notice with the MSRB and send a copy to the Borrower.

Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Agreement, the Borrower and the Dissemination Agent may amend this Continuing Disclosure Agreement (and the Dissemination Agent will agree to any amendment so requested by the Borrower unless such amendment adversely affects its rights, duties, protections, immunities, indemnities or standard of care, as determined by the Dissemination Agent) and any provision of this Continuing Disclosure Agreement may be waived, provided that the following conditions are satisfied:

If the amendment or waiver relates to the provisions described under paragraph (a) under “Provision of Annual Reports,” “Contents of Annual Reports” or paragraph (a) under “Reporting of Listed Events,” it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of an Obligated Person (as defined in the Rule) with respect to the Bonds or the type of business conducted;

The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Continuing Disclosure Agreement, the Borrower will describe such amendment in the next Annual Report and will include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information being presented by the Borrower. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change will be given in the same manner as for a Listed Event under Section 5(e) hereof and (ii) the Annual Report

for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 7. Default. In the event of a failure of the Borrower or the Dissemination Agent to comply with any provision of this Continuing Disclosure Agreement and such failure to comply continues beyond a period of thirty
(30) days following written notice to the Borrower, the Borrower or any Holder or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Borrower or the Dissemination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure Agreement. A default under this Continuing Disclosure Agreement will not be deemed an Event of Default under the Indenture or the Loan Agreement, and the sole remedy under this Continuing Disclosure Agreement in the event of any failure of the Borrower or the Dissemination Agent to comply with this Continuing Disclosure Agreement will be an action to compel performance.

Section 8. Beneficiaries. This Continuing Disclosure Agreement will inure solely to the benefit of the Borrower, the Dissemination Agent, the Participating Underwriter and Holders from time to time of the Bonds and will create no rights in any other person or entity.

Section 9. Reserved.

Section 10. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Continuing Disclosure Agreement. If the Borrower chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Continuing Disclosure Agreement, the Borrower shall have no obligation under this Continuing Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent.

The Dissemination Agent shall have only such duties as are specifically set forth in this Continuing Disclosure Agreement. The Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Borrower has provided such information to the Dissemination Agent as required by this Continuing Disclosure Agreement. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Borrower and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Borrower’s failure to report to the Dissemination Agent a Listed Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Borrower has complied with this Continuing Disclosure Agreement. The Dissemination Agent may conclusively rely upon Certifications of the Borrower at all times.

The obligations of the Borrower under this Section 11 shall survive resignation or removal of the Dissemination Agent and defeasance, redemption or payment of the Bonds.

The Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Borrower.

All documents, reports, notices, statements, information and other materials provided to the MSRB under this Continuing Disclosure Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB.

Section 12. Notices. All notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made when delivered personally or by mail (including electronic mail) to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Continuing Disclosure Agreement and addressed as set forth below:

If to the Borrower:

EC Crestwood, LLC
c/o Envolve Communities, LLC 4121 Carmichael Road, Suite 200
Montgomery, AL 36106 Attention: Kea Calame

EC Crestwood, LLC
c/o Envolve Communities, LLC 880 Montclair Road, Suite 650
Birmingham, AL 35213 Attention: Mr. Major Lee Email: major.lee@evolvellc.com

With copies to:

Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, AL 36104 Attention: Walter H.C. McKay

And:

c/o Hunt Capital Partners, LLC 15910 Ventura Boulevard, Suite 1100
Encino, CA 91436 And:
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001-5327 Attention: Matthew W. Mullen

If to the Dissemination Agent:

The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: 		 Email: 	

Section 13. Governing Law. This Continuing Disclosure Agreement shall be governed by the laws of the State of Florida.

Section 14. Termination of this Continuing Disclosure Agreement. The Borrower or the Dissemination Agent may terminate this Continuing Disclosure Agreement by giving written notice to the other party at least 30 days prior to such termination. The Dissemination Agent shall be fully discharged at the time any such termination is effective. The Borrower’s and the Dissemination Agent’s obligations under this Continuing Disclosure Agreement shall terminate upon the legal defeasance, prior redemption, tender, conversion or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Borrower shall give notice of such termination in a filing with the MSRB.

Section 15. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signature pages to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Continuing Disclosure Agreement to be executed by their duly authorized representatives as of the date set forth above.

EC CRESTWOOD, LLC,
a Florida limited liability company

By:	EC Crestwood MM, LLC,
a Florida limited liability company, its Managing Member

By:	LRC GP, LLC,
a Delaware limited liability company, its Manager

By:	Envolve Communities, LLC,
a Delaware limited liability company, its sole Member

By:		
Ty Tyson
Chief Investment Officer

[Counterpart Signature Page to Continuing Disclosure Agreement – Crestwood Apartments]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Dissemination Agent

By:		
Authorized Officer

EXHIBIT A ANNUAL REPORT
$26,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B CUSIP: 	
Annual report for the period ending December 31, 	

THE PROJECT

Name of the Project:	Crestwood Apartments	
Address:	3121 Crestwood Circle, St. Cloud, FL 34772	
Number of Units:	216	

INFORMATION ON THE BONDS

Original principal amount of Bonds:		
Outstanding principal amount of Bonds:		

OPERATING HISTORY OF THE PROJECT

The tables set forth below offer a summary of the operating results of the Project for fiscal year ended December 31, 20 , as derived from the Borrower’s audited financial statements [or unaudited financial statements].

Financial Results for Fiscal Year Ending December 31,	
Revenues		
Operating Expenses1		
Net Operating Income		
Debt Service on the Bonds		
Net Income (Loss)		
Debt Service Coverage Ratio		

1	Excludes depreciation and other non-cash expenses.

Occupancy Results for Fiscal Year Ending December 31,	
Physical Occupancy	%	
Economic Occupancy1	%	

1	The physical occupancy rate is the proportion of units that are occupied or leased by tenants. The economic occupancy rate is the proportion of the gross potential rent that is actually collected. As such, the economic occupancy takes into consideration items such as model units, employee units, discounted units, rent incentives, loss to lease and bad debt expense.

* Preliminary; subject to change.

AUDITED FINANCIAL STATEMENTS

		Attached

  Audited financial statements of the Borrower for the period ending December 31, 20  are not yet completed; therefore, no audited financial statements of the Borrower are being filed herewith. Unaudited financial statements for such period are attached in lieu of audited financial statements. Audited financial statements will be filed when available.

  No audited financial statements of the Borrower were prepared for the period ending December 31, 20 ; therefore, no audited financial statements of the Borrower are being filed herewith. Unaudited financial statements for such period are attached in lieu of audited financial statements.

EXHIBIT B

NOTICE OF FAILURE TO
FILE ANNUAL DISCLOSURE REPORT

Name of Issuer:	Osceola County Housing Finance Authority

Name of Bond Issue:	Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B Name of Borrower:	EC Crestwood, LLC
CUSIP:	[CUSIP]

Date of Issuance:	February 	, 2026

NOTICE IS HEREBY GIVEN that the above-referenced borrower (the “Borrower”) has not provided an Annual Report with respect to the above-named Bonds as required by its Continuing Disclosure Agreement. The undersigned has been informed by the Borrower that it anticipates that Annual Report will be filed by 	.

DATED: 	

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Dissemination Agent

By:		
Authorized Officer

cc: Borrower

EXHIBIT C

NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF PROJECT PLACED IN SERVICE

Name of Issuer:	Osceola County Housing Finance Authority

Name of Bond Issue:	Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B Name of Borrower:	EC Crestwood, LLC
Name of Project:	Crestwood Apartments

Address of Project:	3121 Crestwood Circle, St. Cloud, FL 34772 Date of Issuance:	Feburary 	, 2026
NOTICE IS HEREBY GIVEN as per the requirements of the Continuing Disclosure Agreement, dated as of February 1, 2026, between the above-referenced borrower (the “Borrower”) and The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent, that the Borrower has certified that the above-referenced project (the “Project”) is complete and placed in service by the Borrower as evidenced by a certificate from the Borrower confirming that the Project is placed in service for purposes of Section 42 of the Code.

Dated:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Dissemination Agent

By:		
Authorized Officer

cc: Borrower

EXHIBIT D

FORM OF NOTICE OF PLACED IN SERVICE

$26,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments),
2026 Series B

The undersigned hereby provides notice to The Bank of New York Mellon Trust Company, N.A., a national banking association, as dissemination agent (the “Dissemination Agent”) that the multifamily rental housing facility known as Crestwood Apartments (the “Project”) has been placed in service in accordance with the Trust Indenture, dated as of February 1, 2026, between the Osceola County Housing Finance Authority (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), pursuant to which the above-captioned bonds were issued, as further evidenced by the attached Certificate of Occupancy.

EC CRESTWOOD, LLC,
a Florida limited liability company
By:	EC Crestwood MM, LLC,
a Florida limited liability company, its Manager

By:	LRC GP, LLC,
a Delaware limited liability company, its Manager

By:	Envolve Communities, LLC,
a Delaware limited liability company, its sole Member

By:		
Ty Tyson
Chief Investment Officer

* Preliminary; subject to change.

ATTACHMENT

Certificate of Occupancy

APPENDIX F

FORM OF BOND COUNSEL OPINION

On the date of issuance of the Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B, Greenberg Traurig, P.A., Bond Counsel, proposes to issue its approving opinion in substantially the following form:

February 	, 2026

Osceola County Housing Finance Authority Kissimmee, Florida

Re:	$26,000,000* Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B

Ladies and Gentlemen:

We have acted as bond counsel to the Osceola County Housing Finance Authority (the “Issuer”) in connection with the issuance by the Issuer of the Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B (the “Bonds”).

The Issuer is a body politic and corporate organized and existing under the laws of the State of Florida pursuant to the Florida Housing Finance Authority Law, Sections 159.601 and 159.623, Florida Statutes and Ordinance No. 81-4 enacted by the Board of County Commissioners of Osceola, Florida (the “County”) on September 28, 1981 (collectively, the “Act”). In our capacity as bond counsel, we have examined the Constitution and laws of the State of Florida (the “State”), the Act, a record of proceedings relating to the adoption of the Issuer’s resolution on February 6, 2026 (the “Resolution”) authorizing, among other things, the original issuance and sale of the Bonds and other proofs submitted to us relating thereto.

The Bonds are being issued pursuant to a Trust Indenture (the “Indenture”), dated as of February 1, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Indenture, as applicable.

The Bonds are being issued for the purpose of financing a loan (the “Loan”) to EC Crestwood, LLC, a Florida limited liability company (the “Borrower”), pursuant to the terms of a Loan Agreement (the “Loan Agreement”) dated as of February 1, 2026, by and between the Issuer and the Borrower, for financing the rehabilitation and equipping of a multifamily rental housing facility to be occupied to the extent required by federal tax law and state law, by elderly households of low or very low income, consisting of a total of 216 units and related personal property and equipment, known as Crestwood Apartments located in Osceola County, Florida (the “Project”), as determined by the Issuer, within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended (the “Code”). The Project will be subject to the Land Use Restriction Agreement dated as of February 1, 2026 (the “Land Use Restriction Agreement”) among the Issuer, the Borrower and the Trustee designed to assure compliance with the requirements of Section 142(d) of the Code.

The Bonds will be secured by, and payment of the Bonds will be made from, amounts on deposit under the Indenture, to be paid to Bondholders on the dates set forth in the Indenture.

The Bonds are limited obligations of the Issuer payable solely from the Revenues pledged under the Indenture and other moneys pledged and assigned as a part of the Trust Estate under the Indenture. The Bonds are not obligations either general or special, of the State, or any local government thereof, and neither the State nor any local government thereof shall be liable thereon. Neither the faith, credit, revenues nor the taxing power of the State or any local

* Preliminary; subject to change.

government thereof shall be pledged to the payment of the principal of, premium, if any, or interest on the Bonds. The Issuer has no taxing power.

In connection with the issuance of the Bonds, we have examined such documents, instruments, proceedings and opinions as we have deemed relevant in rendering this opinion. Based upon such examination, we are of the opinion, as of this date, that:

The Issuer is a public body corporate and politic, organized and existing under the law of the State. Pursuant to the Act, the Issuer is empowered to authorize the issuance of the Bonds in the manner contemplated by the Indenture, the Land Use Restriction Agreement and the Loan Agreement and to perform its obligations under the Indenture, the Land Use Restriction Agreement and the Loan Agreement.

The Bonds, the Indenture, the Land Use Restriction Agreement and the Loan Agreement have been duly authorized and executed by the Issuer and the Bonds, the Indenture, the Loan Agreement and the Land Use Restriction Agreement, as the case may be, assuming the due authorization, execution and delivery by the other parties thereto, are valid and binding obligations of the Issuer and are enforceable against the Issuer in accordance with their respective terms.

Under existing law, as currently enacted and construed, and assuming the accuracy of the certifications, representations and warranties and compliance with the covenants described below,
(i) interest on the Bonds is excludable from gross income for federal income tax purposes except for interest on a Bond for any period during which such Bond is held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code, and (ii) interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income.

Under existing law, as currently enacted and construed, the Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined therein.

In rendering the opinion in paragraph number 3 above, we are relying, without independent investigation, upon certifications, representations and warranties by the Issuer and the Borrower as to compliance with the requirements of the Code that must be met on and after the date hereof in order that interest on the Bonds not be included in gross income for federal income tax purposes. Failure to meet such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Issuer in the Indenture and the Borrower in the Loan Agreement and the Land Use Restriction Agreement, have covenanted to comply with such requirements in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds.

This opinion is qualified to the extent that the enforceability of the Bonds, the Resolutions, and the Indenture may be limited by general principles of equity, which may permit the exercise of judicial discretion, and by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to the enforcement of creditors' rights generally, now or hereafter in effect.

In rendering the foregoing opinions, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings.

This opinion letter speaks only as to the laws in effect on its date. We have not undertaken to advise in the future whether any events after the date of execution and delivery of the Bonds may affect the tax status of the interest on the Bonds or the tax status of the Bonds.

We have not been engaged nor have we undertaken to review or verify and therefore express no opinion as to the accuracy, adequacy, fairness or completeness of any official statement or other offering materials relating to the Bonds. In addition, other than as expressly set forth herein, we have not passed upon and therefore express no opinion as to the compliance by the Issuer, the Borrower or any other party involved in this financing, or the necessity of such parties complying, with any federal or state registration requirements or security statutes, regulations or rulings with respect to the offer and sale of the Bonds.

Respectfully submitted, GREENBERG TRAURIG, P.A.

Section H

ARBITRAGE REBATE AGREEMENT
This  ARBITRAGE  REBATE  AGREEMENT  (the  “Agreement”)  dated  as  of
	 1, 2026, is by and among the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY (the “Authority”), EC CRESTWOOD, LLC, a Florida limited liability company (the “Borrower”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association organized and existing under the laws of the United States of America, as trustee (together with any successor trustee hereunder and their respective successors and assigns, the “Trustee”), pursuant to that certain Trust Indenture dated as of 	 1, 2026 (the “Indenture”) between the Authority and the Trustee.
W I T N E S S E T H:
WHEREAS, the Authority has issued its Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds (Crestwood Apartments), 2026 Series B in the principal amount of [$26,000,000] (the “Bonds”); and
WHEREAS, in order to ensure that the Bonds will comply with the Code and the Regulations (as defined below), the Authority, the Borrower and the Trustee agree as follows:

ARTICLE I DEFINITIONS
Section 101. Terms not otherwise defined in Section 102 hereof shall have the meanings given to them in the Arbitrage Certificate of the Authority delivered in connection with the issuance of the Bonds.
Section 102.  The following terms shall have the following meanings:
Bond Counsel’s Opinion shall mean an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the Authority.
Bond Year shall mean the one-year period beginning on the day after the expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of the Bonds and shall end on the date one calendar year later. The last Bond Year shall end on the date of retirement of the last Bond.
Bond Yield shall mean the discount rate that produces a present value as of the first day of any Computation Period equal to the Issue Price of all payments of principal, interest and fees for qualified guarantees within the meaning of Regulations section 1.148-4(f) attributable to the Computation Period as determined under Regulations sections 1.148-4(c) and (d).
Code shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

Computation Date shall mean the last day of any Bond Year selected by the Borrower ending on or before the latest date on which the first rebate payment is required to be made under Regulations section 1.148-3(f); provided that the first Computation Date shall be within 60 days after the end of the fifth Bond Year. After the first required payment date, the Borrower must consistently treat either the last day of each Bond Year or the last day of each fifth Bond Year as the Computation Date. The final Computation Date is the final payment date of the Bonds.
Computation Period shall mean the period between Computation Dates. The first Computation Period begins on the date of issue of the Bonds and ends on the first Computation Date. Subsequent Computation Periods begin on the date immediately following the Computation Date and end on the next Computation Date.
Gross Proceeds shall mean:
any amounts actually or constructively received by the Authority from the sale of the Bonds but excluding amounts used to pay accrued interest on the Bonds within one year of the date of issuance of the Bonds;
transferred proceeds of the Bonds under Regulations section 1.148-9;
any amounts actually or constructively received from investing amounts described in (a), (b) or this (c); and
replacement proceeds of the Bonds within the meaning of Regulations section 1.148-1(c). Replacement proceeds include amounts reasonably expected to be used directly or indirectly to pay debt service on the Bonds, pledged amounts where there is reasonable assurance that such amounts will be available to pay principal or interest on the Bonds in the event the Authority encounters financial difficulties and other replacement proceeds within the meaning of Regulations section 1.148-1(c)(4).
Whether an amount is Gross Proceeds is determined without regard to whether the amount is held in any fund or account established under the Indenture.
Investment Property shall mean any security, obligation (other than a tax-exempt bond within the meaning of Code section 148(b)(3)(A)), annuity contract or investment-type property within the meaning of Regulations section 1.148-1(b).
Issue Price of the whole amount of the Bonds to be issued over time is [$26,000,000] and the initial issue price is the amount of the initial advance of $	. The deemed “issue price” as determined under Regulations section 1.148-4(c)(2)(iv).
Nonpurpose Investment shall mean any Investment Property acquired with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the Bonds.
Payment shall mean any payment within the meaning of Regulations section 1.148-3(d)(1) with respect to a Nonpurpose Investment.

Rebate Requirement shall mean as of the last day of any Computation Period the excess of the future value of all Receipts over the future value of all Payments. For purposes of calculating the Rebate Requirement, the Bond Yield shall be used to determine the future value of Receipts and Payments in accordance with Regulations section 1.148-3(c).
Receipt shall mean any receipt within the meaning of Regulations section 1.148-3(d)(2) with respect to a Nonpurpose Investment.
Regulations shall mean the sections 1.148-1 through 1.148-11 and section 1.150-1 of the regulations of the United States Department of the Treasury promulgated under the Code, including any amendments thereto or successor regulations.
Yield shall mean the discount rate that, when used in computing the present value as of the date the Nonpurpose Investment is first allocated to the Bonds of all unconditionally payable receipts from the Nonpurpose Investment, produces an amount equal to the present value of all unconditionally payable payments for the Nonpurpose Investment, using semi-annual compounding on the basis of a 360-day year. The purchase price of a Nonpurpose Investment is the amount of Gross Proceeds directly used to purchase the investment (including brokerage commissions and other qualified administrative costs within the meaning of Regulations section 1.148-5(e)(2)) or, if not so directly purchased, its value (as determined under Regulations section 1.148-5(d)) on the date it becomes a Nonpurpose Investment. The yield on a Nonpurpose Investment shall take into account any Yield Reduction Payment to be made in accordance with Regulations section 1.148-5(c).
Yield Reduction Payment shall mean any amount paid to the United States in accordance with Regulations section 1.148-5(c), including any Payment.

ARTICLE II REBATE PAYMENTS
Section 201. Prior to each Computation Date, the Borrower shall cause the Rebate Requirement and any Yield Reduction Payment to be calculated and the Borrower shall pay to the Trustee for deposit in the Rebate Fund established under the Indenture the amount by which the Rebate Requirement (and, if required, the Yield Reduction Payment) exceeds the amount on deposit in the Rebate Fund. The Borrower shall direct the Trustee in writing to pay to the United States of America out of amounts held in the Rebate Fund:
not later than 60 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, an amount which, when added to the future value of all previous rebate payments with respect to the Bonds (determined as of the last day of such Bond Year), is equal to at least 90% of the Rebate Requirement (determined as of the last day of such Bond Year) and any additional amount of Yield Reduction Payment required; and
not later than 60 days after the retirement of the last Bond, an amount equal to 100% of the Rebate Requirement (determined as of the date of retirement of the last Bond) and any additional amount of Yield Reduction Payment required.

If the Trustee does not hold sufficient amounts in the Rebate Fund to make such payments, the Borrower shall transfer to the Trustee the amount of any such deficiency. Each payment required to be made under this Section shall be filed by the Trustee, at the written direction of the Borrower, with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date such payment is due, and shall be accompanied by a completed IRS Form 8038-T furnished to the Trustee by the Borrower.

ARTICLE III INVESTMENTS
Section 301. No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value.
Section 302. For purposes of Section 301, whether a Nonpurpose Investment has been purchased or sold or disposed of for its fair market value shall be determined as follows:
The fair market value of a Nonpurpose Investment generally shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in a bona fide arm’s length transaction. Fair market value shall be determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding.
Except as provided in Sections 303 and 304, a Nonpurpose Investment that is not of a type traded on an established securities market, within the meaning of Code section 1273, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value.
If a United States Treasury obligation is acquired directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be treated as establishing the fair market value of the obligation.
Section 303. The purchase price of a certificate of deposit that has a fixed interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is considered to be its fair market value if the yield on the certificate of deposit is not less than:
the yield on reasonably comparable direct obligations of the United States; and
the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public.
Section 304. A guaranteed investment contract shall be considered acquired and disposed of for an amount equal to its fair market value if:
A bona fide solicitation in writing for a specified guaranteed investment contract, including all material terms, is timely forwarded to all potential providers. The solicitation must include a statement that the submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without

regard to any other formal or informal agreement that the potential provider has with the Authority or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the Authority or any other person for purposes of satisfying Treas. Reg. §1.148-5(d)(6)(iii)(B)(1) or (2).
All potential providers have an equal opportunity to bid, with no potential provider having the opportunity to review other bids before providing a bid.
At least three reasonably competitive providers (i.e. having an established industry reputation as a competitive provider of the type of investments being purchased) are solicited for bids. At least three bids must be received from providers that have no material financial interest in the Bonds (e.g., a lead underwriter within 15 days of the issue date of the Bonds or a financial advisor with respect to the investment) and at least one of such three bids must be from a reasonably competitive provider. If the Authority or Trustee uses an agent to conduct the bidding, the agent may not bid.
The highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker’s fees) is purchased.
The determination of the terms of the guaranteed investment contract takes into account as a significant factor the reasonably expected deposit and drawdown schedule for the amounts to be invested.
The terms for the guaranteed investment contract are commercially reasonable (i.e. have a legitimate business purpose other than to increase the purchase price or reduce the yield of the guaranteed investment contract).
The provider of the investment contract certifies the administrative costs (as defined in Regulations section 1.148-5(e)) that it pays (or expects to pay) to third parties in connection with the guaranteed investment contract.
The Authority or Borrower retains, until three years after the last outstanding Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or other record of the amount actually paid for the guaranteed investment contract, including any administrative costs paid by the Authority or Trustee and a copy of the provider’s certification described in (g) above,
(iii) the name of the person and entity submitting each bid, the time and date of the bid, and the bid results and (iv) the bid solicitation form and, if the terms of the guaranteed investment contract deviates from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation.

ARTICLE IV REMEDIAL ACTIONS
Section 401. The Authority hereby calls to the attention of the Borrower its internal requirement that the Borrower fulfill the Authority’s required procedures (the most relevant portions of which are attached hereto as Exhibit A) regarding failure to use proceeds for exempt

facilities, and the Authority and the Borrower hereby agree to abide by said procedures in connection with the Bonds.

ARTICLE V FURTHER ASSURANCES
Section 501. The Borrower shall take, and shall direct the Trustee in writing to take, all necessary and desirable steps, as determined by the Borrower, to comply with the requirements hereunder in order to ensure that interest on the Bonds is excluded from gross income for federal income tax purposes under the Code; provided, however, compliance with any such requirement shall not be required in the event the Borrower and the Trustee receive a Bond Counsel’s Opinion that either (i) compliance with such requirement is not required to maintain the exclusion from gross income of interest on the Bonds, or (ii) compliance with some other requirement will meet the requirements of the Code. In the event the Borrower and the Trustee receive such a Bond Counsel’s Opinion, the parties agree to amend this Agreement to conform to the requirements set forth in such opinion.
Section 502. If for any reason any requirement hereunder is not complied with, the Borrower shall take, and shall direct the Trustee in writing to take, all necessary and desirable steps, as determined by the Borrower, to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence and the Trustee shall pay from amounts in the funds and accounts held under the Indenture, or if such amounts are insufficient the Borrower shall pay, any required interest or penalty under Regulations section 1.148-3(h).
Section 503. Notwithstanding anything else herein contained to the contrary, the Trustee’s obligations hereunder shall be limited to (i) following the written directions of the Borrower as to the investment of funds held by the Trustee under the Indenture in specifically identified investments, (ii) making the deposits of funds provided by the Borrower into the Rebate Fund, and (iii) making the payments to the United States of America as directed by the Borrower pursuant to Article II hereof, and otherwise shall have no responsibility or liability for compliance with Section 148 of the Code or for monitoring compliance by the Borrower of any of the provision hereunder or under Section 148 of the Code.

[SIGNATURE PAGES TO FOLLOW]

SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(Crestwood Apartments)

IN WITNESS WHEREOF, the undersigned have set their hands and seals to this Arbitrage Rebate Agreement as of the day first above written.

[SEAL]	OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(Crestwood Apartments)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		 Stephanie Greene-Matthews
Vice President

SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(Crestwood Apartments)

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member
By:	LRC GP, LLC, a Delaware limited liability company, its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole Member

By:		 Ty Tyson
Chief Investment Officer

EXHIBIT A

REMEDIAL ACTION RULE WRITTEN PROCEDURES FOR EXEMPT FACILITY BONDS UNDER SECTION 142 OF THE CODE AND SECTION 1.142-2 OF THE REGULATIONS
General Rule. If less than 95 percent of the net proceeds of an issue of exempt facility bonds are actually used to provide an exempt facility, and for no other purpose, the issue will be treated as meeting the use of proceeds requirement of Section 142(a) of the Code if the issue meets the conditions of paragraph (b) of this Exhibit A and the Authority takes the remedial action described in paragraph (c) of this Exhibit A.
Reasonable Expectations Requirement. In order to take the remedial action described in paragraph (c) of this Exhibit A, the Authority must have reasonably expected (which in this case it did, reasonably based on the stated expectations of the Borrower) on the issue date of the issue of exempt facility bonds that 95 percent of the net proceeds of the issue would be used to provide an exempt facility and for no other purpose for the entire term of the bonds (disregarding any redemption provisions). To meet this condition, the amount of the issue must have been based upon reasonable estimates about the cost of the facility.
The requirement set forth in this paragraph (b) was satisfied at closing of the issue of the Bonds described in the Arbitrage and Rebate Agreement to which this Exhibit A is attached.
Redemption or Defeasance.
In General. The requirements of this paragraph (c) are met if all of the nonqualified portion of the Bonds (the “nonqualified bonds”) is redeemed on the earliest call date after the date on which the failure to properly use the proceeds occurs. Proceeds of a tax-exempt Bond (other than certain proceeds described in paragraph (d)(1) of this Exhibit A) must not be used for this purpose. If the Bonds are not redeemed within 90 days of the date on which a failure to properly use proceeds occurs, a defeasance escrow must be established for those Bonds within 90 days of that date.
Notice of Defeasance. The Authority must provide written notice to the Commissioner of Internal Revenue of the establishment of a defeasance escrow within 90 days of the date the escrow is established.
Special Limitation. The establishment of a defeasance escrow does not satisfy the requirements of this paragraph (c) if the period between the issue date of the Bonds and the first call date is more than ten and one half (10.5) years.
Special Rule for Dispositions of Personal Property. For dispositions of personal property exclusively for cash, the requirements of this paragraph (c) are met if the Borrower expends the disposition proceeds within six (6) months of the date of the disposition to acquire replacement property for the same qualifying purpose as the project for which the Bonds were issued under Section 142 of the Code.

Definition of Disposition Proceeds. Disposition proceeds means any amounts (including property, such as an agreement to provide services) derived from the sale, exchange, or other disposition of property (other than investments) financed with the proceeds of an issue of bonds (in this case, the Bonds).
When a Failure to Properly Use Proceeds Occurs.
Proceeds Not Spent. For net proceeds that are not yet spent, a failure to properly use proceeds occurs on the earlier of the date on which the Borrower reasonably determines that the financed facility will not be completed or the date on which the financed facility is placed in service.
Proceeds Spent. To the extent the regulatory remedial action rules apply in this case, for net proceeds that are spent, a failure to properly use proceeds occurs on the date on which an action is taken that causes the proceeds of the Bonds not be used for the qualifying purpose for which the Bonds was issued.
Nonqualified Bonds.
Amount of Nonqualified Bonds. For purposes of this Exhibit A, the “nonqualified bonds” are a portion of the outstanding Bonds in an amount that, if the remaining Bonds were issued on the date on which the failure to properly use the proceeds occurs, at least 95 percent of the net proceeds of the remaining Bonds would be used to provide an exempt facility. If no proceeds have been spent to provide an exempt facility, all of the outstanding Bonds are nonqualified bonds.
Allocation of Nonqualified Bonds. Allocations of nonqualified bonds must be made on a pro rata basis, except that the Authority may treat any portion of the Bonds as the nonqualified bonds so long as -
The remaining weighted average maturity of the issue of the Bonds, determined as of the date on which the nonqualified bonds are redeemed or defeased (determination date), and excluding from the determination the nonqualified bonds redeemed or defeased by the Authority to meet the requirements of paragraph (c) of this Exhibit A, is not greater than
The remaining weighted average maturity of the Bonds, determined as of the determination date, but without regard to the redemption or defeasance of any portion of the Bonds (including the nonqualified bonds) occurring on the determination date.

Section I

ENVIRONMENTAL INDEMNITY
Crestwood Apartments

THIS ENVIRONMENTAL INDEMNITY (this “Indemnity”) is made and entered into as of February 1, 2026, jointly and severally, by EC CRESTWOOD, LLC., a Florida limited liability company (the “Borrower”); EC CRESTWOOD MM, LLC., a Florida limited liability company; LRC GP, LLC., a Delaware limited liability company; ENVOLVE COMMUNITY MANAGEMENT, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; ENVOLVE COMMUNITIES, LLC., a Delaware limited liability company (collectively, the “Entity Indemnitors”) and W. DANIEL HUGHES JR., individually (“Hughes” and collectively, with the Entity Indemnitors, the “Indemnitors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement and Indenture.

R E C I T A L S:

All capitalized terms in this Indemnity not otherwise defined herein shall have the meanings set forth in the Loan Agreement and/or the Indenture (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY-SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, Saint Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and
To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of February 1, 2026

(the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the rehabilitation and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.

Concurrently herewith the Borrower is executing the Note, the Lender Disbursement Agreement, the other financing documents, and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Indemnity as a condition precedent to Issuer's making of the Loan, and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Indemnitors of this Indemnity.

Issuer acknowledges that Hughes is executing this Indemnity in his individual capacity due to the fact that the Issuer has a written policy requiring that an individual principal of the Borrower execute such an instrument in connection with any public finance transaction involving the Issuer.

Issuer further acknowledges that it has not performed any credit underwriting with respect to Hughes, that Hughes is executing this Indemnity as an accommodation to the Issuer in order to comply with the Issuer’s above referenced written policy.

NOW, THEREFORE, for and in consideration of the premises and as part of the consideration for Issuer's Loan to Borrower, the parties acknowledge and agree that the recitals set forth above are true and correct in all respects and are hereby incorporated herein as specific agreements and the Indemnitors, as an inducement to Issuer to make the Loan, hereby covenant and agree to and for the benefit of Issuer, and its successors and assigns, including specifically the Trustee, as follows:
Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein.
Hazardous Substances. As used in this Indemnity, the term "Hazardous Substances" means any hazardous or toxic substances materials or wastes, which are, have been, or become regulated under any applicable local, state or federal law including, but not limited to each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law, including without limitation, asbestos, asbestos-containing materials, poly-chlorinated biphenyls, urea foam formaldehyde insulation, radon and lead-based paint, and those substances, materials, and wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, and such substances, materials and wastes such as (i) petroleum

and petroleum products, (ii) asbestos containing materials, (iii) polychlorinated biphenyls,
(iv) "hazardous substances" as designated pursuant to Section 311 of the Clean Water Act, 33
U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (v) substances defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (vi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (vii) defined as "pollutants" under the Florida "Pollutant Discharge Prevention and Control Act", Ch. 376, Florida Statutes, or (viii) fungus, molds or similar agents related to indoor air quality. The term “Environmental Laws” shall mean and include each and every federal, state or local statute, regulation or ordinance or any judicial or administrative decree, policy, guidance or decision, whether now existing or hereafter enacted, promulgated or issued, governing or relating to the protection of the environment, natural resources and human health and safety, with respect to any Hazardous Substances, Environmentally Sensitive Areas (as hereinafter defined), drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions, wells or radon.

Compliance with Laws and Regulations and Certification. The Indemnitors hereby represent, warrant, covenant and agree to and with Issuer, to the best of their knowledge, that all operations or activities upon, or any use or occupancy of the Property, or any portion thereof, by the Borrower, the Indemnitors, or, to Borrower's knowledge, by any tenant or other occupant of the Property, or any portion thereof, is presently and shall throughout the term of the Loan be in compliance with all state, federal and local laws and regulations governing or in any way relating to the generation, handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional) of any Hazardous Substances; and that Indemnitors have not at any time engaged in or permitted, nor has any employee of the Indemnitors, or to Indemnitors' knowledge and except as disclosed in any environmental audit or report furnished to the Issuer, the receipt of which has been acknowledged by the Issuer, any predecessor in title to the Borrower, or to Borrower’s knowledge any tenant or occupant of the Property or any portion thereof, engaged in or permitted any dumping, discharge, disposal, spillage or leakage (whether legal or illegal, accidental or intentional) of such Hazardous Substances, at, on, in or about the Property, or any portion thereof, or on adjacent or other properties. The Indemnitors further represent and warrant to Issuer that they have not received any summons, citation, complaint, inspection report, letter or other communication, whether written or verbal, from any agency or department of any government or any other third party, concerning the presence on the Property of any Hazardous Substances, and that should any such summons, citation, complaint, inspection report, letter or other communication be received in the future, the Indemnitors shall immediately notify Issuer of the fact and content thereof. In the event it is determined that any action must be taken with regard to the presence, whether past, present or future, of any such Hazardous Substances on the Property, the Indemnitors covenant and agree to take all such action necessary to bring the Property into compliance with all applicable laws, regardless of whether or not the Indemnitors caused said matters. The Indemnitors acknowledge that Issuer is relying on the representations and covenants contained in this paragraph in making the Loan secured by the Loan Documents.

Indemnity. The Indemnitors, jointly and severally, agree to indemnify, protect, defend (with counsel reasonably approved by Issuer) and hold Issuer, and the directors, officers, members, employees and agents of Issuer, their successors and assigns, including, but not limited to, the Trustee (which parties shall be included in the term “Issuer” as used herein), harmless from any claims (including, without limitation, third party claims for personal injury, real or personal property damage, or any other damages), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses including reasonable attorneys' and paralegals' fees and expenses (including any such fees and expenses incurred in enforcing this Indemnity or collecting any sums due hereunder), reasonable consultant fees and expert fees, together with all other costs and expenses of any kind or nature which are incurred in favor of third parties (collectively, the "Costs") that arise directly or indirectly from or in connection with the presence, suspected presence, release or suspected release of any Hazardous Substance in or into the air, soil, surface water, groundwater or soil vapor at, on, about, under or within the Property, or any portion thereof, or that has migrated from the Property to adjacent or nearby properties unless the same is caused by one or more indemnitees or while one or more of the indemnitees are in control of the Property. The indemnification provided in this paragraph shall specifically apply to and include claims or actions related to Hazardous Substances brought by or on behalf of employees of the Indemnitors related to Hazardous Substances, and the Indemnitors hereby expressly waive any immunity between the Indemnitors and Issuer (or other Indemnitee) to which the Indemnitors may otherwise be entitled under any industrial, worker's compensation or other laws. In the event Issuer or any other Indemnitee shall suffer or incur any such Costs, the Indemnitors shall pay to Issuer or any other Indemnitee the total of all such Costs suffered or incurred by it upon demand therefor unless caused by the negligence or misconduct of the indemnified party or its agents or employees, or unless caused after the Issuer or other Indemnitee has taken possession of the Property. Without limiting the generality of the foregoing, the indemnification provided by this Paragraph 4 shall specifically cover Costs, including capital, operating and maintenance costs, incurred in connection with any investigation, assessment or monitoring of site conditions, any clean-up, containment, remedial, removal or restoration work, including the restoration of natural resource damage, required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental or other entity or person because of or related to the presence, suspected presence, release or suspected release of any Hazardous Substance in or into the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) or that has migrated from the Property to adjacent or nearby properties, and any claims of third parties for loss or damage due such Hazardous Substance. In addition, the indemnification provided by this Paragraph 4 shall include, without limitation, all loss or damage sustained by Issuer or any third party claiming by or through the Issuer due to any Hazardous Substance (i) that is present or suspected to be present in the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) on or before the date of this Indemnity, or (ii) that migrates, flows, percolates, diffuses or in any way moves onto, into or under the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) or affects adjacent or nearby properties, after the date of this Indemnity, irrespective of whether such Hazardous Substance shall be present or suspected to be present in the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) as a result of any release, discharge, disposal, dumping, spilling, or leaking (accidental or

otherwise) onto the Property (or any portion thereof) occurring before, on or after the date of this Indemnity or caused by any person or entity other than the Indemnitees.

Environmental Audit/Report. At the request of Issuer, if Issuer has reasonable cause to believe the Property may have been affected by a Hazardous Substance, the Indemnitors shall obtain at their own expense an environmental audit/report (the "Report") on the Property under the following conditions:

The Report shall be prepared by a third party provider and include a scope of work reasonably acceptable to Issuer. Said third party provider shall be experienced in providing environmental audits/reports in the area where the Property is located. The Report shall be signed and sealed by a consulting engineer or other environmental professional licensed to perform such work in the State of Florida.

The Report shall disclose any and all hazardous substance and waste conditions involving the Property as well as any other hazardous substance or waste matters about which Issuer may request that a Report be furnished.

The cost for the Report shall be paid for by the Indemnitors.

The Report may be required from time to time by Issuer, and the fact that such a report has not been required from time to time by Issuer shall not constitute a waiver as to the right of Issuer hereunder to require that said Reports be furnished from time to time.

In the event the Report should disclose any Hazardous Substance located on the Property or otherwise recommend any actions to be taken in regard to any Hazardous Substance, the Indemnitors shall promptly, at their expense, perform appropriate assessment and remedial actions necessary to remove said Hazardous Substance and comply with such recommendations and applicable laws and regulations.
Remedial Work. In the event any investigation, assessment or monitoring of site conditions or any clean-up, containment, restoration, removal or other remedial work (collectively, the "Remedial Work") is required under any applicable federal, state or local law or regulation, by any judicial order, or by any governmental entity, or in order to comply with any agreements affecting the Property because of, or in connection with, any occurrence or event described in Paragraph 4 above, or as the result of findings of a report or audit produced pursuant to Paragraph 5 above or other notice to the Borrower or Issuer, the Indemnitors shall perform or cause to be performed the Remedial Work in compliance with such law, regulation, order or agreement; provided, however, that the Indemnitors may withhold such compliance pursuant to a good faith dispute regarding the application, interpretation or validity of the law, regulation, order, or agreement, subject to the requirements of Paragraph 7 below. All Remedial Work shall be performed by one or more contractors, selected by the Indemnitors and approved in advance in writing by Issuer, and under the supervision of a consulting engineer or other environmental professional licensed to perform such work in the State, selected by the Indemnitors and approved in advance in writing by Issuer. All costs and expenses of such Remedial Work shall be paid by the Indemnitors including, without limitation, the reasonable charges of such contractor(s) and/or

the consulting engineer or other environmental professional licensed to perform such work in the State, and Issuer's or other Indemnities reasonable legal fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event the Indemnitors shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Issuer may, but shall not be required to, cause such Remedial Work to be performed after notice to Indemnitors, and all costs and expenses thereof or incurred in connection therewith, shall be Costs within the meaning of Paragraph 4 above. All such Costs shall be due and payable by the Indemnitors upon demand therefor by Issuer.
Contest of Remedial Work. Notwithstanding any provision of this Indemnity to the contrary, the Indemnitors will be permitted to contest or cause to be contested, subject to compliance with the requirements of this paragraph, by appropriate action any Remedial Work requirement, and Issuer shall not perform such requirement on its behalf, so long as no “Event of Default” has occurred is continuing under the Mortgage or any other Loan Documents, and the Indemnitors have given Issuer written notice that the Indemnitors are contesting or shall contest or cause to be contested the same, and the Indemnitors actually contest or cause to be contested the application, interpretation or validity of the governmental law, regulation, order or agreement pertaining to the Remedial Work by appropriate proceedings conducted in good faith and with due diligence; provided, however, such contest shall not subject Issuer or any assignee of its interest (including any person having a participation interest or beneficial interest) in the Loan or the Loan Documents to civil liability and does not jeopardize any such party's lien upon or interest in the Property or affect in any way the payment of any sums to be paid under the Loan. The Indemnitors shall give such security or assurances as may be reasonably required by Issuer to ensure compliance with the legal requirements pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale, forfeiture or loss by reason of such nonpayment or noncompliance.

Subrogation of Indemnity Rights. If the Indemnitors fail to perform under Paragraph 4 above, Issuer shall be subrogated to any rights the Indemnitors may have under any indemnifications from any present, future or former owners, tenants or other occupants or users of the Property (or any portion thereof), relating to the matters covered by this Indemnity. The parties further agree that Hughes shall maintain the continuing right to obtain reimbursement, contribution, or indemnification from any Entity Indemnitor at any time during the term of this Indemnity.

Assignment by Issuer. No consent by the Indemnitors shall be required for any assignment or reassignment of the rights of Issuer hereunder to Trustee or to one or more purchasers of the Loan, the Loan Documents or the Property, or any portion thereof.

Merger, Consolidation or Sale of Assets. In the event of a disposition of all or substantially all the assets of the Indemnitors to one or more persons or other entities or the merger or consolidation of the Indemnitors with another entity, the surviving entity or transferee of assets, as the case may be, shall (i) be formed and existing under the laws of a state, district or commonwealth of the United States of America, and (ii) deliver to Issuer an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of the Indemnitors under this Indemnity. The dissolution of the Indemnitors shall not relieve current or

future shareholders, officers, directors, partners, managers, members or beneficiaries of the Indemnitors from the obligations and liabilities of the Indemnitors hereunder.

Independent Obligations; Survival. Notwithstanding anything to the contrary contained in any of the Loan Documents, including, without limitation, the Bond or the Mortgage, the obligations of the Indemnitors under this Indemnity shall survive the consummation of the Loan transaction described above, the repayment of the Loan and the Bonds, and any assumption of the Loan by a successor to the Indemnitors (whether or not the assumption was approved or disapproved or whether or not the Borrower was released from liability on the Loan) and reconveyance of the Property or foreclosure of the Lender Mortgages; provided, however, that such liability shall be limited by the repayment and satisfaction of the Note, Lender Mortgages and other Loan Documents if and to the extent the Borrower contemporaneously with such repayment and satisfaction furnishes Issuer with an environmental assessment report acceptable to Issuer reflecting that the Property is not in violation of Hazardous Substances Laws and any illegal dumping, spillage, discharge, disposal or leakage of any Hazardous Substances which has occurred on the Property during the term of the Loan has been removed to Issuer's reasonable satisfaction; and provided further that Indemnitors shall not be liable by way of indemnification or otherwise with respect to Hazardous Substances as provided herein if the Property becomes contaminated subsequent to Issuer's acquisition of title to the Property by foreclosure of the Lender Mortgages or acceptance of a deed in lieu thereof or subsequent to any transfer of title to all (but not less than all) of the Property by means of a transfer approved by Issuer pursuant to the Lender Mortgages, provided that such transferee assumes in writing all obligations of Borrower with respect to Hazardous Substances pursuant to the Lender Mortgages and further provided that the obligations of the Borrower hereunder shall run to the Issuer and its successors and assigns but shall not run with the land. The obligations of the Indemnitors under this Indemnity are separate and distinct from the obligations of the Borrower and/or the Indemnitors, as applicable, under the Loan Documents. This Indemnity may be enforced by Issuer without regard to any other rights and remedies Issuer may have against any of the Indemnitors under the Loan Documents and without regard to any limitations on Issuer’s recourse as may be provided in the Loan Documents. Enforcement of this Indemnity shall not be deemed to constitute an action for recovery of the indebtedness of the Loan nor for recovery of a deficiency judgment against the Borrower and/or the Indemnitors following foreclosure of one or both of the Lender Mortgages, if any. The Borrower and/or the Indemnitors expressly and specifically agree that a separate action or actions may be brought and prosecuted against the Indemnitors hereunder, whether or not action is brought against the Borrower and/or the Indemnitors under the Loan Documents.

Default Interest. Any Costs and other payments required to be paid by the Indemnitors to Issuer under this Indemnity which are not paid within ten (10) days of the sending of written demand therefor shall thereupon be considered "Delinquent". In addition to all other rights and remedies of Issuer against the Indemnitors as provided herein, or under applicable law, the Indemnitors shall pay to Issuer, immediately upon demand therefor, Default Interest (as defined below) as to any such payments which are or have become Delinquent. Default Interest shall be paid by the Indemnitors from the date such payment becomes Delinquent through and including the date of payment of such Delinquent sums. As used herein, "Default Interest" shall be the lesser of (i) the maximum rate of interest permitted by applicable law or (ii) eighteen percent (18%) per annum.

Counterparts. This Indemnity may be executed in one or more counterparts, each of which shall be deemed an original. Said counterparts shall constitute but one and the same instrument and shall be binding upon each Indemnitor as fully and completely as if all had signed but one instrument. The joint and several liability of the Indemnitors shall be unaffected by failure of any Indemnitor to execute any or all of the counterparts.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b) national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.

Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: Jcarpenter@lathamluna.com Telephone: (407) 481-5800

Entity Indemnitors: EC Crestwood, LLC
EC Crestwood MM, LLC LRC GP, LLC
Envolve Community Management, LLC Envolve Communities, LLC
880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 954-4458
with a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq.

Email: wmckay@balch.com Telephone: (334) 269-3140

Hughes:	W. Daniel Hughes, Jr.
363 Robin Lane
Titus, Alabama 36080

Borrowers Investor
Member:	Hunt Capital Partners Tax Credit Fund 52, LP
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss
Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131

with a copy to:	Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202)585-8128
Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 32202 Attention: Tim Bramwell, Esq. Telephone: (904) 598-8633
Email: Tim.bramwell@akerman.com
Servicer:	Seltzer Management Group, Inc.
17633 Ashley Drive Bldg. A Panama City Beach, Florida 32413 Attention: Josh Scribner Telephone: (850) 233-3616
Email: Josh@seltzermanagement.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Indemnity and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Amendments in Writing. No provision of this Indemnity may be changed, waived, discharged or terminated orally, by telephone or by any other means except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
Choice of Law. This Indemnity shall be governed by and construed in accordance with the laws of the State of Florida.
Jurisdiction. The Indemnitors hereby acknowledge and agree that, in the event legal action is instituted to collect any amounts due Issuer or the Trustee or their respective successors or assigns, or to otherwise enforce this Indemnity, the Borrower and each Indemnitor consent to and by execution hereof submit to the jurisdiction of any state court sitting in or for Osceola County, Florida.
Miscellaneous.

If there shall be more than one Indemnitor, each Indemnitor agrees that
(i) the obligations of the Indemnitor hereunder are joint and several, (ii) a release of any one or more of the Indemnitors or any limitation of this Indemnity in favor of or for the benefit of one or more of the Indemnitors shall not in any way be deemed a release of or limitation in favor of or for the benefit of any other Indemnitors, and (iii) a separate action hereunder may be brought and prosecuted against one or more of the Indemnitors. A failure to provide indemnification upon demand shall entitle Issuer to pursue the next Indemnitor in order to obtain the indemnification described herein. Issuer does not have to exhaust all or any legal avenues in order to seek indemnification from the next Indemnitor in order.
No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.
This Indemnity shall be binding upon, inure to the benefit of and be enforceable by the Indemnitors and Issuer, and their respective successors and assigns, including (without limitation) any assignee or purchaser of all or any portion of Issuer's interest in the Loan, the Loan Documents or the Property.
Paragraph headings used herein are for convenience only and shall not be construed as controlling the scope of any provision hereof.
As used herein, the neuter gender shall include the masculine and the feminine genders, and vice versa, as the case may be, and the singular includes the plural, and the plural includes the singular, as the context demands.

Time is of the essence in this Indemnity.

Each paragraph, provision, sentence and part thereof of this Indemnity shall be deemed separate from each other paragraph, provision, sentence or part thereof and the invalidity or unenforceability for any reason or to any extent, of any such portion of this Indemnity shall not affect the enforceability of the remaining portions of this Indemnity, or of any other Loan Document, or the application of such paragraph, provision, sentence or part thereof to other, dissimilar facts or circumstances.
The provisions of this Indemnity are in addition to, and shall in no way limit the representations and indemnities given pursuant to the Financing Agreements and any Loan Documents.

This Indemnity shall not run with the land and shall be personal to Issuer and its successors and assigns.
Legal Fees. The Indemnitors agree to pay all costs of collection and/or enforcement against Indemnitors under this Indemnity including reasonable legal fees whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceeding or otherwise.
WAIVER OF JURY TRIAL. THE INDEMNITORS HEREBY, AND THE ISSUER BY ITS ACCEPTANCE OF THIS INDEMNITY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS INDEMNITY AND ALL LOAN DOCUMENTS AND OTHER AGREEMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY, WHETHER IN CONNECTION WITH THE MAKING OF THE LOAN, COLLECTION OF THE LOAN, OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER MAKING THE LOAN EVIDENCED BY THE BOND.

CONVERSION. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Indenture), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Indenture).

[Signature pages begin on next page]

COUNTERPART SIGNATURE PAGE FOR ENVIRONMENTAL INDEMNITY
Crestwood Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member

By:	LRC GP, LLC, a Delaware limited liability company its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer EC Crestwood MM, LLC, a Florida limited liability company
By:	LRC GP, LLC, a Delaware limited liability company, its sole Member

By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer LRC GP, LLC, a Delaware limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member
By:		 Ty Tyson,
Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR ENVIRONMENTAL INDEMNITY
Crestwood Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.
Envolve Community Management, LLC, an Alabama limited liability company

By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

Envolve Communities, LLC, a Delaware limited liability company

By:		 Ty Tyson, Chief Investment Officer
v

COUNTERPART SIGNATURE PAGE FOR ENVIRONMENTAL INDEMNITY
Crestwood Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.

W. Daniel Hughes, Jr., individually

EXHIBIT “A”

LEGAL DESCRIPTION

(Crestwood Apartments)

Section J

CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS

Crestwood Apartments
THIS  CONTINUING,  ABSOLUTE  AND  UNCONDITIONAL  GUARANTY  OF
RECOURSE OBLIGATIONS (the "Guaranty") is made as of February 1, 2026 jointly and severally, by EC CRESTWOOD, LLC., a Florida limited liability company (the “Borrower”); EC CRESTWOOD MM, LLC., a Florida limited liability company; LRC GP, LLC., a Delaware limited liability company; ENVOLVE COMMUNITY MANAGEMENT, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; ENVOLVE COMMUNITIES, LLC., a Delaware limited liability company (collectively, the “Entity Guarantors”) and W. DANIEL HUGHES, individually (“Hughes” and collectively, with the Entity Guarantors, the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement.
R E C I T A L S:

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement and/or the Indenture (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY-SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, Saint Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of February 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.

Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Borrower Documents and all other agreements, guarantees, indemnities and documents related to the Loans and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loans in the absence of the execution and delivery by the Guarantors of this Guaranty.
TO INDUCE Issuer to authorize the issuance and sale of the Bonds pursuant to the Loan Agreement for the purpose of providing acquisition, rehabilitation and permanent financing for the Property.

TO FURTHER INDUCE Issuer to make the Loan to the Borrower pursuant to the Indenture.

Issuer acknowledges that Hughes is executing this Guaranty in his individual capacity due to the fact that the Issuer has a written policy requiring that an individual principal of the Borrower execute such an instrument in connection with any public finance transaction involving the Issuer.

Issuer further acknowledges that it has not performed any credit underwriting with respect to Hughes, that Hughes is executing this Guaranty as an accommodation to the Issuer in order to comply with the Issuer’s above referenced written policy.

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties acknowledge and agree that the recitals set forth above are true and correct in all respects and are hereby incorporated herein as specific agreements and Guarantors hereby covenant and agree with Issuer for the benefit of Issuer, its successors and assigns, including the Trustee, as follows:

Obligation of Guarantors. The Guarantors, jointly and severally, give their continuing, absolute and unconditional guaranty to pay promptly in full when due, whether at maturity, by acceleration, on demand or otherwise, any and all Indebtedness (as herein defined). The liability of Guarantors hereunder applies irrespective of the genuineness, validity, regularity or enforceability of any Loan Documents (as hereafter defined) evidencing, relating to, securing or

guaranteeing payment of the Indebtedness. Without limiting the generality of the foregoing, Guarantors hereby guaranty to pay such Indebtedness in the event that the Borrower does not or is not able to pay in accordance with the terms of all Loan Documents evidencing such Indebtedness for any reason, including without limitation because a court of competent jurisdiction rules that the Indebtedness is not valid or enforceable, whether by reason of waiver, running of any statute of limitation, or otherwise, or because of the bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets or obligations of the Borrower, or because of the limitation of damages for the breach, or the disaffirmance of any of the Indebtedness, or any other circumstance that might otherwise constitute a legal, equitable or statutory discharge or defense or otherwise impair Issuer's ability to enforce the same. This Guaranty is a guaranty of payment, not of collection, and shall not be discharged except by complete payment of the Indebtedness and performance of the obligations contained herein. Neither Issuer nor the Trustee shall have any obligation to exercise, pursue, exhaust or enforce any right or remedy it has or may have, or to institute suit, against the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person or to realize or attempt to realize on any collateral securing payment of any Indebtedness in order to enforce this Guaranty.

Consents to Issuer's Acts. The Guarantors consent that, at any time and from time to time, Issuer may, in its sole discretion, without notice to Guarantors, or any of them, which notice is expressly waived, (except with respect to Borrower, but only to the extent such entity has notice rights as the Borrower under the Loan Documents) and without affecting any liability of Guarantors, or any of them: (a) refinance, rearrange, postpone, extend, renew, accelerate or demand payment of the Indebtedness in whole or in part and as often as Issuer may wish; (b) waive, fail to enforce, surrender, impair, modify or exchange any of its rights under any Loan Document or any other instruments evidencing, relating to, securing or guaranteeing any of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness; (d) release, exchange or discharge, wholly or partially, the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person from liability on any Indebtedness, and compromise or make any settlement or other arrangement with the Borrower or any such co-Guarantor or any other person liable on any Indebtedness; or (e) release, exchange, add to or substitute all or any part of the collateral securing payment of any Indebtedness.

Waivers by Guarantors. The Guarantors waive all: (a) notice of acceptance of this Guaranty and the creation or existence of any Indebtedness or other obligation of the Borrower guaranteed hereby; (b) except with respect to Borrower, but only to the extent such entity has notice rights as the Borrower under the Loan Documents, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest and any other requirement of notice whatsoever;
(c) defenses, offsets and counterclaims which Guarantors may at any time have to any claim of Issuer against the Borrower; and (d) valuation and appraisal of any collateral and diligence in collection; provided, however, the provisions of this Paragraph 3 shall not serve as a waiver of any rights Borrower may have as Borrower under the Loan Documents.

Persons Bound. This Guaranty is binding upon Guarantors and Guarantors' heirs, successors and assigns; is assignable and transferable, without prior notice to or consent of

Guarantors; except that the Guarantors shall not have the right to assign any of the Guarantors’ rights or obligations under this Guaranty. Issuer may, at any time and from time to time, assign, conditionally or otherwise to another governmental entity, all of the rights of Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of Issuer hereunder. Any payments by the Guarantors to Issuer in accordance with the terms hereof prior to any assignment shall reduce the obligations of the Guarantors dollar for dollar.
Definitions. The term "Indebtedness" shall mean all obligations of the Borrower:
(a) to pay Issuer's, the Trustee’s and the Issuer’s Servicer’s annual fees and extraordinary costs and expenses, including but not limited to reasonable legal fees and reasonable out-of-pocket costs and expenses of the Issuer, Bond Counsel, Issuer Counsel and Trustee’s Counsel incurred in connection with the interpretation or enforcement of the Loan Documents and with respect to any records request, inquiry or audit by the Internal Revenue Service relating to the Bonds; (b) with respect to any indemnification and similar provisions of any other Loan Document, excluding any indemnity which would operate so as to require payment of principal and interest under the Loans by the Borrower; (c) with respect to any misapplication of Property leases, rents, profits and issues following any payment default (without regard to the expiration of any cure period, if any); (d) with respect to any liability for intentional waste, destruction or damage to the Property or any part thereof; (e) with, after a default, respect to any tenant security deposits or prepaid rent not properly accounted for or misapplied; (f) all obligations under the Arbitrage Rebate Agreement, all of which obligations shall bear interest at the rate of the lesser of eighteen percent (18%) or the maximum amount permitted by law, from the due date thereof until the date paid in full. The term "Indebtedness" shall also include all costs of collection of the foregoing or enforcement of this Guaranty, including reasonable attorneys' fees (as provided herein) but shall not include principal and interest due under the Loan or the Bonds. In the event Issuer must repay any part of the Indebtedness paid by the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person because of any bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or other similar proceedings relating to creditors' rights, then the amount so repaid shall again become part of the Indebtedness, the repayment of which is guaranteed hereby.
The term “Insolvent” means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured.

The term “Debts” includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent.
Applicable Law. The laws of the State of Florida shall control the construction, interpretation and enforcement of this Guaranty and all matters related to this Guaranty notwithstanding its place of execution and delivery.

Subrogation; Contribution. Nothing herein contained is intended or shall be construed to give to Guarantors any right of subrogation in or under any Loan Document evidencing in any way or relating to any obligation of the Borrower to Issuer which is or may be covered by this Guaranty, or any right of contribution from the Borrower, any co-guarantor (whether hereunder or

under a separate instrument) or any other person for liability on any Indebtedness, or any right to participate (as a third party beneficiary or otherwise) in any way in any of the Loan Documents, except as may be expressly provided in such Loan Documents. Notwithstanding any payments made by Guarantors under this Guaranty, all such rights of subrogation, contribution and participation are hereby expressly waived and released until after Issuer has received full payment of all Indebtedness guaranteed hereby. Notwithstanding the foregoing, the parties agree that Hughes may exercise a right of reimbursement, contribution, or indemnification against any Entity Guarantor at any time during the term of this Guaranty.
Subordination. In the event that for any reason whatsoever the Borrower is now or hereafter becomes indebted to any Guarantor, each Guarantor agrees that the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other respects to the Indebtedness guaranteed hereby, and that Guarantors shall not be entitled to enforce or receive payment thereof until all sums then due and owing to Issuer shall have been paid in full. Notwithstanding the foregoing, Guarantors shall (so long as there is no Event of Default existing under the Loan Documents) be entitled to receive any fees, payments, reimbursements or distributions to which they are entitled as more particularly described in the Borrower's Amended and Restated Operating Agreement dated as of [	], 2026 (and any fee agreements described therein), any development agreement or other agreement with or establishing Borrower or the Construction Contract (as defined in the Loan Agreement).

Representations and Warranties. The Guarantors represent and warrant that:
At the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of Guarantors to Issuer hereunder, or the immediate taking effect of this Guaranty; and
This Guaranty is, upon execution and delivery by any Guarantor, the valid and binding agreement of such Guarantor enforceable in accordance with its terms.
Except as set forth in Exhibit “B” attached hereto, there is no litigation or other proceeding pending or, to the best of the Guarantors’ knowledge, threatened against, or affecting, the Guarantors’ or the Guarantors’ properties which, if determined adversely to the Guarantors, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Guarantors, or which prevents or interferes with or adversely affects the Guarantors’ entering into this Guaranty or the validity of this Guaranty or the carrying out of the terms hereof;

The Guarantors’ financial statements, which have heretofore been submitted in writing by the Guarantors to Issuer in connection herewith, are true and correct in all material respects and fairly present the financial condition of the Guarantors for the period covered thereby. Since the date of said financial statements, there has been no materially adverse change in any of the Guarantors’ financial condition which would adversely affect their ability to perform under this Guaranty. The Guarantors have no knowledge of any liabilities, contingent or otherwise, as of the date of their financial statements which are not reflected in said financial statements; and, other than in the ordinary course of the Guarantors’ business, the Guarantors have

not entered into any commitments or contracts which are not reflected in the Guarantors’ financial statements or which may have an adverse effect upon the Guarantors’ financial condition, operations or business as now conducted;

The Guarantors are not Insolvent as of the date hereof and the execution and delivery of this Guaranty will not (a) render the Guarantors Insolvent under generally accepted accounting principles nor render the Guarantors Insolvent, (b) leave the Guarantors with remaining assets which constitute unreasonably small capital given the nature of the Guarantors’ business, and (c) result in the incurrence of Debts beyond the Guarantors’ ability, in the Guarantors’ determination, to pay them when and as they mature.
Judgment Interest. In the event Issuer obtains a final judgment against any Guarantor upon this Guaranty, the judgment shall bear interest at the judgment rate.
Attorneys' Fees. The nonprevailing parties agree to pay all costs of collection against the prevailing parties under this Guaranty including reasonable attorneys' fees whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceeding or otherwise.
Consent to Jurisdiction. Any action to enforce or interpret this Guaranty, whether arising in contract or tort, by statute or otherwise, may be brought in or removed to a state or federal court of competent jurisdiction in or for Osceola County, Florida, and Guarantors hereby submit themselves to the jurisdiction of said courts.

Cumulative Remedies. All rights, remedies or recourses of Issuer under this Guaranty or any Loan Documents, under the Uniform Commercial Code or other law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly, successively or together and may be exercised as often as occasion therefor shall arise. No act of commission or omission by Issuer, including, but not limited to, any failure to exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse hereunder or any other Loan Document shall be deemed a waiver, release or modification of that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or recourse shall preclude Issuer from any other or future exercise of the right, remedy or recourse or the exercise of any other right, remedy or recourse. A waiver, release or modification with reference to any one event shall not be construed as continuing or constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy or recourse as to a subsequent event.
Miscellaneous Provisions. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Each provision of this Guaranty shall be deemed separate from each other provision and the invalidity or unenforceability, for any reason or to any extent, of any such provision of this Guaranty shall not affect the enforceability of the remaining provisions of this Guaranty or the application of such provision to other, dissimilar facts and circumstances.

Amendments. This Guaranty can be modified only by a written instrument manually signed by the party to be charged therewith, and no verbal or written agreement, understanding or custom affects the terms hereof.

Merger, Consolidation or Sale of Assets. In the event of a disposition of all or substantially all the assets of the Guarantors to one or more persons or other entities or the merger or consolidation of the Guarantors with another entity, the surviving entity or transferee of assets, as the case may be, shall be obligated as a Guarantor hereunder and shall deliver to Issuer an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of the Guarantors under this Guaranty.
Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be the same instrument. In the event that not all Guarantors execute this Guaranty, this Guaranty shall nevertheless be valid and binding upon those Guarantors who execute it.

Receipt of Loan Documents. Guarantors acknowledge that they have received and reviewed a copy of each and all of the Loan Documents.

Financial Statement. At the request of Issuer, the Guarantors shall, from time to time, prepare and deliver to Issuer a complete and current financial statement of the Guarantors setting forth all assets and liabilities of the Guarantors (and to the extent any person other than the Guarantors has any interest in said assets or any person other than the Guarantors is jointly liable for any of said obligations, said matters shall be set forth in their entirety in the financial statements) all signed by the Guarantors under oath as being true and correct.

Term. The obligations of the Guarantors under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect until either the Guarantors or the Borrower, as the case may be, has fully performed all of the obligations required by this Guaranty and paid all other amounts payable hereunder in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by Issuer hereunder or any act performed by the Guarantors may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws at which time this Guaranty shall automatically, and without further action, terminate and be of no further force and effect. Further, any Guarantor may be released from liability under this Guaranty, in the sole discretion of the Issuer, upon the written approval of Issuer and the Issuer Servicer following the written request of such Guarantor. A release of any one or more of the Guarantors or any limitation of this Guaranty in favor of or for the benefit of one or more of the Guarantors shall not in any way be deemed a release of or limitation in favor of or for the benefit of any other Guarantors. Any release or termination of the liability of any Guarantor under this Guaranty shall not, in any way, affect such Guarantors’ obligations under any other instrument.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b)

national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.
Issuer:	Osceola County Housing Finance Authority c/o Governmental Management Services 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800
Entity Guarantors:  EC Crestwood, LLC
EC Crestwood MM, LLC LRC GP, LLC
Envolve Community Management, LLC Envolve Communities, LLC
880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com

with a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq. Email: wmckay@balch.com Telephone: (334) 269-3140
Hughes:	W. Daniel Hughes, Jr.
363 Robin Lane
Titus, Alabama 36080

Borrowers Investor
Limited Partner:	Hunt Capital Partners, LLC
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss

Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131

with a copy to:	Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202)585-8128
Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633

Servicer:	Seltzer Management Group, Inc.
17633 Ashley Drive Bldg. A Panama City Beach, Florida 32413 Attention: Josh Scribner Telephone: (850) 233-3616
Email: Josh@seltzermanagement.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Complete Agreement. This instrument sets forth the entire agreement between Issuer and the Guarantors with respect to the subject matter hereof and no verbal or written agreement, understanding or custom affects the terms hereof.
Waiver of Jury Trial. ISSUER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR

ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY WHETHER ARISING UNDER CONTRACT, BY TORT, STATUTE OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

Conversion. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Indenture), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Indenture).

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS
Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.
EC CRESTWOOD, LLC, a Florida limited liability company By:	EC Crestwood MM, LLC, a Florida limited
liability company, its Managing Member

By:	LRC GP, LLC, a Delaware limited liability company its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

EC Crestwood MM, LLC, a Florida limited liability company

By:	LRC GP, LLC, a Delaware limited liability company, its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer LRC GP, LLC, a Delaware limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson, Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS
Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

Envolve Community Management, LLC, an Alabama limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

Envolve Communities, LLC, a Delaware limited liability company

By:		 Ty Tyson, Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS
Crestwood Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.

W. Daniels Hughes, Jr., individually

ASSIGNMENT OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE TO TRUSTEE BY THE ISSUER
Crestwood Apartments

ASSIGNMENT

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Absolute and Unconditional Guaranty of Recourse to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the within-described Indenture.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

Crestwood Apartments

EXHIBIT “B”

PENDING LITIGATION SCHEDULE

Section K

ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION

Crestwood Apartments

THIS ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION (this
"Guaranty") is made as of February 1, 2026, jointly and severally, by EC CRESTWOOD, LLC., a Florida limited liability company (the “Borrower”); EC CRESTWOOD MM, LLC., a Florida limited liability company; LRC GP, LLC., a Delaware limited liability company; ENVOLVE COMMUNITY MANAGEMENT, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; ENVOLVE COMMUNITIES, LLC., a Delaware limited liability company (collectively, the “Entity Guarantors”); and W. DANIEL HUGHES, JR, individually (“Hughes” and collectively with the Entity Guarantors, the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement and Indenture.

R E C I T A L S:

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement and the Indenture (as such term is hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower for acquisition, rehabilitation, installation and equipping of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, Saint Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of February 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.

Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Financing Documents and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Guarantors of this Guaranty.

Issuer acknowledges that Hughes is executing this Guaranty in his individual capacity due to the fact that the Issuer has a written policy requiring that an individual principal of the Borrower execute such an instrument in connection with any public finance transaction involving the Issuer.

Issuer further acknowledges that it has not performed any credit underwriting with respect to Hughes, that Hughes is executing this Guaranty as an accommodation to the Issuer in order to comply with the Issuer’s above referenced written policy.

NOW, THEREFORE, for and in consideration of the premises and as part of the consideration for the Loan by the Issuer to the Borrower and the Issuance of the Bonds and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties acknowledge and agree that the recitals set forth above are true and correct in all respects and are hereby incorporated herein as specific agreements and Guarantors hereby covenant and agree with the Issuer for the benefit of the Issuer, its successors and assigns, including the Trustee, as follows:

Obligation of Guarantors.
During the term hereof, the Guarantors hereby, jointly and severally, unconditionally guarantee to the Issuer, its successors and assigns, including the Trustee, that (i) Borrower shall construct, equip and complete the Project (as defined in the Loan Agreement as “Development”) substantially in accordance with the Plans and Specifications (as defined in the Lender Disbursement Agreement) heretofore delivered to the Servicer and the Issuer’s underwriter on or before the Completion Date as set forth in the Lender Disbursement Agreement or such extension thereof as authorized in writing by Issuer and shall comply with all of the terms, covenants and conditions of the Loan Agreement with respect to the completion of the Improvements substantially in accordance with the terms of the Loan Agreement; (ii) Borrower

shall fully and punctually comply with all terms, covenants and conditions of all documents executed by Borrower in connection with the Loan with respect to the completion of the Improvements in accordance with the terms of the Loan Agreement, including but not limited to the Loan Agreement, the Bonds and all other Loan Documents; (iii) Borrower shall fully and punctually pay and discharge any and all costs and expenses and liabilities incurred in connection with the construction, equipping and completion of the Improvements when and as the same may become due and payable subject to the rights, if any, of the Borrower to contest such claims and demands pursuant to the provisions of the Loan Documents, and also pay and discharge any and all claims and demands for labor and materials used and services rendered for or in connection with the construction, equipping and completion of the Improvements subject to the rights, if any, of the Borrower to contest such claims and demands pursuant to the provisions of the Loan Documents; (iv) the Land and the Improvements shall be and remain free and clear of any and all liens from any and all persons, firms, corporations or other entities furnishing materials, labor or services for or in connection with the construction, equipping or completion of the Improvements that are not bonded insured over or otherwise paid in accordance with the terms of the Loan Agreement; and (v) Borrower will promptly pay any and all reasonable legal and other costs and expenses incurred by the Issuer in connection with or in any way related to the completion of the Improvements in accordance with the terms of the Loan Agreement. All of the matters referred to in subparagraphs (i) through (v) of this paragraph are hereinafter collectively referred to as the "Indebtedness" or the “Guaranteed Obligations.” The term "Indebtedness" or “Guaranteed Obligations” shall also include all reasonable costs of collection of the foregoing or enforcement of this Guaranty, including reasonable legal fees (as provided herein). In the event the Issuer must repay any part of the Indebtedness paid by the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person because of any bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or other similar proceedings relating to creditors' rights, then the amount so repaid shall again become part of the Indebtedness, the repayment of which is guaranteed hereby. Subject to the terms and conditions of the Loan Agreement, and the Indenture, the Issuer agrees to give the Guarantors the benefit of the Loan if the Guarantors actually cure all defaults under the Loan Agreement and proceed to complete the Improvements.
The liability of Guarantors to pay or perform the Indebtedness applies irrespective of the genuineness, validity, regularity or enforceability of any Loan Documents evidencing, relating to, securing or guaranteeing payment and/or performance of the Indebtedness. Without limiting the generality of the foregoing, Guarantors hereby agree to pay and/or perform the Indebtedness in the event that the Borrower does not or is not able to pay and/or perform in accordance with the terms of all Loan Documents evidencing such Indebtedness for any reason, including without limitation because a court of competent jurisdiction rules that the Indebtedness is not valid or enforceable, whether by reason of waiver, running of any statute of limitation, or otherwise, or because of the bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets or obligations of the Borrower, or because of the limitation of damages for the breach, or the disaffirmance of any of the Indebtedness, or any other circumstance that might otherwise constitute a legal, equitable or statutory discharge or defense or otherwise impair the Issuer's ability to enforce the same.

Guarantors agree that they will fully indemnify and save the Issuer and the Trustee harmless from any and all costs, expenses and losses it may incur (except to the extent such costs, expenses and losses are a result of gross negligence or willful misconduct on the part of the Issuer or negligence or willful misconduct on the part of the Trustee) as a result of the failure of Borrower to complete the Improvements in accordance with the terms of the Loan Agreement and pay upon demand by the Issuer or the Trustee any and all losses, costs and expenses arising as a result of the failure of Borrower to complete the Improvements in accordance with the terms of the Loan Agreement, including but not limited to any changes, alterations, modifications or deviations from the Plans for the Improvements heretofore approved by the Issuer.

Neither the Issuer nor the Trustee shall have any obligation to exercise, pursue, exhaust or enforce any right or remedy it has or may have, or to institute suit, against the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person or to realize or attempt to realize on any collateral securing payment of the Loan or any Indebtedness in order to enforce this Guaranty.

In the event the construction of the Improvements are not completed within 120 days of the Completion Date, and paid for in substantial accordance with the Plans and the Loan Agreement, or if the Land, the Improvements and/or the Property are not free of all liens, claims and demands upon the completion thereof, which have not been bonded or insured over, other than Permitted Encumbrances or in the event that the Issuer shall (i) cause any rehabilitation/construction or equipping of the Improvements to be done, or (ii) pay any costs in connection with the rehabilitation/construction or equipping of the Improvements, then Guarantors shall (1) fully indemnify and save harmless the Issuer from all costs, expenses and damages that the Issuer may suffer by reason thereof (except to the extent such costs, expenses and losses are a result of gross negligence or willful misconduct on the part of the Issuer or negligence or willful misconduct on the part of the Trustee); (2) reimburse the Issuer for all sums paid and all costs and expenses incurred by it in connection therewith; and (3) if requested by the Issuer, complete or cause the completion of the rehabilitation/construction and equipping of the Improvements in accordance with the terms of the Loan Agreement. Notwithstanding anything in this paragraph
(e) to the contrary, the Issuer shall give the Guarantors five (5) days’ written notice prior to taking any of the actions set forth in subparagraphs (i) and (ii) of this paragraph (e).

Guarantors hereby covenant that this Guaranty and Guarantors' obligations hereunder shall not be discharged or released until such time as the Improvements are fully constructed, equipped and one hundred percent (100%) lien-free completed pursuant to the terms of the Loan Agreement (the "Guaranty Period") and, so long as no other Guaranteed Obligations of the Guarantors under this Guaranty are outstanding, at which time such obligations shall be automatically, and without further action, terminated, discharged and released. At the expense of the Borrower, the Issuer will confirm such discharge or release upon written request from the Borrower. Furthermore, Guarantors shall not be released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Issuer or the Trustee or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of Guarantors or by reason of any further dealings between Borrower and the Issuer or the Trustee,

whether relating to the Loan or otherwise, and Guarantors hereby expressly waive and surrender any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Issuer or the Trustee; it being the purpose and intent of the parties hereto that the obligations of Guarantors hereunder are absolute and unconditional under any and all circumstances. Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that the execution and delivery (i) by Dyke Nelson Architecture, LLC, as architect for the Project, of an AIA Form G704 Certificate of Substantial Completion evidencing that the Project has been completed in accordance with the Plans and Specifications (ii) by Fidelity National Title Insurance Company of a title update upon the completion of construction reflecting the existence of no mechanic or materialmen liens (collectively, the “Release Documentation”) (iii) approval by all lenders, the Issuer Servicer, shall act to discharge and release Guarantors from any obligations under this Agreement without further action required by either party and that, upon delivery of such documentation, Issuer shall acknowledge the release of Guarantors in writing.

This Guaranty is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all the Guaranteed Obligations, whether existing now or in the future, including Guaranteed Obligations arising or accruing after bankruptcy of any Guarantor or any sale or other disposition of any security or this Guaranty or for the obligations of the Borrower or any other party under the Loan Documents (any such security being referred to in this Guaranty as the “Security”). This Guaranty and any Security for this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any guaranteed obligation is rescinded or must otherwise be returned by Issuer or any other person upon the bankruptcy, insolvency or reorganization of any Guarantor or otherwise, all as though such payment or performance had not occurred, and the obligations of the Guarantors under this Guaranty shall survive any repayment of the Loan which is deemed to have occurred as a result of foreclosure or acceptance by Issuer of a deed or other conveyance in lieu of any such foreclosure. None of the Guarantors shall have the authority to revoke this Guaranty, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guaranty shall continue to apply notwithstanding such revocation.

The obligations of the Guarantors under this Guaranty are independent of the obligations of any other party to the Loan Documents (such obligations of any other parties, including the Guarantors’ of the Indebtedness, being referred to in this Guaranty as the "Other Obligations") and any Security, and the enforceability of any Security for this Guaranty is likewise independent of any such Other Obligations and any other Security. Issuer may bring action against any of the Guarantors and otherwise enforce this Guaranty or any Security for this Guaranty without bringing action against any other Guarantor or party to a Loan Document in any action against such Guarantor or Guarantors, and otherwise independently of any other remedy that may be available to Issuer at any time with respect to any Other Obligations or Security. The Guarantors waive any right to require Issuer at any time to proceed against any other Guarantor or party to a Loan Document, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other remedy in the Issuer’s power.
Consents to the Issuer's Acts. The Guarantors (other than the Borrower to the extent such actions may be prohibited or modified in the Loan Documents) consent that, at any time and from time to time, the Issuer may, in its sole discretion, without notice to Guarantors (other than

such notice to or consent of the Borrower as may be required under the Loan Documents), or any of them, which notice is expressly waived (other than such notice to the Borrower as may be required under the Loan Documents), and without affecting any liability of Guarantors, or any of them: (a) refinance, rearrange, postpone, extend, renew, accelerate or demand payment of the indebtedness (provided same may be accelerated as provided in the Loan Documents) evidencing the Loan in whole or in part and as often as the Issuer may wish; (b) waive, fail to enforce, surrender, impair, modify or exchange any of its rights under any Loan Document or any other instruments evidencing, relating to, securing or guaranteeing any of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness; (d) release the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person from liability on any Indebtedness; (e) release, exchange, add to or substitute all or any part of the collateral securing payment of any Indebtedness; or (f) alter and modify the Plans, and alter, extend, modify, release or cancel the conditions for advances, if any, and any other terms, covenants and provisions contained in the Loan Agreement or any other Loan Document. Nothing in this Paragraph 2 shall be construed to alter or impair the rights Borrower may have under any of the Loan Documents as Borrower.
Waivers by Guarantors. The Guarantors waive all: (a) notice of acceptance of this Guaranty and the creation or existence of any Indebtedness or other obligation of the Borrower guaranteed hereby; (b) (except with respect to Borrower, which shall be afforded all notices and rights as Borrower under the Loan Documents) presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest and any other requirement of notice whatsoever;
(c) (except with respect to Borrower, which shall be afforded all notices and rights as Borrower under the Loan Documents) defenses, offsets and counterclaims which Guarantors may at any time have to any claim of the Issuer against the Borrower other than payment or performance of the Indebtedness; (d) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security; (e) any discharge or release of any other Guarantor or any other party to the Loan Documents or any Other Obligations or Security or any impairment or suspension of any remedies of Issuer, whether resulting from any act or omission of Issuer or any other person or by operation of law or otherwise;
(f) any bankruptcy, insolvency or reorganization of any Guarantor or other party to a Loan Document or any disability or other defense of any other Guarantor or other party to a Loan Document with respect to any Other Obligations or Security; (g) any failure of Issuer to disclose to the Guarantors any information relating to the financial condition, operations, properties or prospects of any other Guarantor or other party to a Loan Document now or in the future known to Issuer (the Guarantors waiving any duty on the part of Issuer to disclose such information); (h) any failure of Issuer to monitor proper application of loan funds or compliance with Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantors; (i) any application of proceeds or payments received by Issuer to obligations other than the Guaranteed Obligations; (j) any other action by Issuer or any omission by Issuer or other failure of Issuer to pursue, or any delay in pursuing, any other remedy in Issuer’s power; and (k) valuation and appraisal of any collateral and diligence in collection.
Without limiting the foregoing, or anything else contained in this Guaranty, Guarantors waive all rights and defenses that the Guarantors may have because the Other Obligations are secured by real property. This means, among other things:

Issuer may collect from any or all of the Guarantors without first foreclosing on any real or personal property collateral pledged by the Borrower; and

If Issuer forecloses on any real property collateral pledged by the Borrower: (A) the amount of the Guaranteed Obligations may be reduced only by the price of which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Issuer may collect from any or all of the Guarantors even if Issuer by foreclosing on the real property collaterals, has destroyed any right the Guarantors may have to collect from the Borrower.

This is an unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because the Other Obligations are secured by real property.

Persons Bound. This Guaranty is binding upon Guarantors and Guarantors' heirs, successors and assigns; is assignable and transferable, without prior notice to or consent of Guarantors; and shall inure to the benefit of the Issuer's successors and assigns, including, but not limited to, the Trustee.

Applicable Law. The laws of the State shall control the construction, interpretation and enforcement of this Guaranty and all matters related to this Guaranty notwithstanding its place of execution and delivery.

Subrogation; Contribution. Nothing herein contained gives, or is intended or shall be construed to give to Guarantors any right of subrogation in or under any Loan Document evidencing in any way or relating to any obligation of the Borrower to the Issuer which is or may be covered by this Guaranty, or any right of contribution from the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person for liability on any Indebtedness, or any right to participate (as a third party beneficiary or otherwise) in any way in any of the Loan Documents, except as may be expressly provided in such Loan Documents. Notwithstanding any payments made by Guarantors under this Guaranty, all such rights of subrogation, contribution and participation are hereby expressly waived and deferred until this Guaranty is released in accordance with the terms hereof; provided, however, that the parties agree that Hughes may exercise a right of reimbursement, contribution, or indemnification against any Entity Guarantor at any time during the term of this Guaranty. The Guarantors waive the Guarantors’ rights of subrogation and reimbursement and any other rights and defenses available to the Guarantors by reason of applicable Law, including (a) any defenses any Guarantor may have to the Guaranty obligation by reason of an election of remedies by Issuer and (b) any rights or defenses any Guarantor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to applicable Law. The Guarantors shall not exercise, and hereby waives, any rights of subrogation, contribution, indemnity or reimbursement against any other party to the Loan Documents, and waives any right to enforce any Remedy which Issuer now has or may in the future have against any other party to the Loan Documents and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by Issuer. If any Guarantor nevertheless receives payment of any amount on account of any such

subrogation, contribution, indemnity or reimbursement rights or otherwise in respect of any payment or performance by any Guarantor of any Guaranteed Obligations prior to payment and performance in full of all Other Obligations, such amount shall be held in trust for the benefit of Issuer and immediately paid to Issuer for application to the Other Obligations in such order and manner as Issuer may determine.
Subordination. In the event that for any reason whatsoever the Borrower is now or hereafter becomes indebted to any Guarantor, each Guarantor agrees that the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other respects to the Indebtedness guaranteed hereby.

Notwithstanding the foregoing, as long as no default exists under the Loan Documents, beyond the expiration of any applicable cure period, and no payment is due and owing hereunder, the Guarantors shall be entitled to retain any payments to which they are entitled under the operating agreement, construction contract or development agreement with or establishing the Borrower, including any fee or distribution.

Representations and Warranties. The Guarantors represent and warrant that:

At the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of Guarantors to the Issuer hereunder, or the immediate taking effect of this Guaranty;

Each of the Guarantors has established adequate means of obtaining from any other parties to the Loan Documents on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of such other parties to the Loan Documents;
Each of the Guarantors has received and approved copies of all of the other Loan Documents;
No oral promises, assurances, representations or warranties have been made by or on behalf of Issuer to induce the Guarantors to execute and delivery this Guaranty; and

This Guaranty is, upon execution and delivery by any Guarantor, the valid and binding agreement of such Guarantor enforceable in accordance with its terms.
Specific Performance. Guarantors acknowledge and agree that it may be impossible to accurately measure the damages to the Issuer resulting from a breach of their covenant to complete or to cause the completion of the rehabilitation/construction and equipping of the Improvements and the Property and that such a breach will cause irreparable injury to the Issuer and that the Issuer may not have an adequate remedy at law in respect of such breach and, as a consequence, agrees that such covenant shall be specifically enforceable against the Guarantors and hereby waives and agrees not to assert any defense other than payment or performance of the Indebtedness against an action for specific performance of such covenant. This clause shall not prejudice the Issuer's rights to assert any and all claims for damages incurred as a result of Guarantors' default hereunder, and the Issuer may, before, during, or after any foreclosure

of the underlying Security Instrument, hold Guarantors liable for all losses and damages sustained and expenses incurred by reason of the Borrower or Guarantors failing to rehabilitate/construct and equip the Improvements and the Property in accordance with the Loan Agreement, including without limitation, the cost of such completion and the payment of real estate taxes and insurance premiums, with interest thereon at a rate equal to the lesser of (i) the maximum rate permitted under applicable law or (ii) eighteen percent (18%) from the date of such expenditures.
Judgment Interest. In the event the Issuer obtains a final judgment against any Guarantor upon this Guaranty, the judgment shall bear interest at the judgment rate.
Legal Fees. Each Guarantor agrees to pay all reasonable costs and expenses, including reasonable legal fees, which may be incurred by the Issuer or the Trustee in any effort to collect or enforce any obligations of the Guarantors hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and reasonable legal fees incurred by the Issuer or the Trustee in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action.
Consent to Jurisdiction. Any action to enforce or interpret this Guaranty, whether arising in contract or tort, by statute or otherwise, may be brought in or removed to a state or federal court of competent jurisdiction in or for Osceola County, Florida, and Guarantors hereby submit themselves to the jurisdiction of said courts.

Cumulative Remedies. All rights, remedies or recourses of the Issuer under this Guaranty or any Loan Documents, under the Uniform Commercial Code or other law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly, successively or together and may be exercised as often as occasion therefor shall arise. No act of commission or omission by the Issuer, including, but not limited to, any failure to exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse hereunder or any other Loan Document shall be deemed a waiver, release or modification of that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or recourse shall preclude the Issuer from any other or future exercise of the right, remedy or recourse or the exercise of any other right, remedy or recourse. A waiver, release or modification with reference to any one event shall not be construed as continuing or constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy or recourse as to a subsequent event.

Miscellaneous Provisions. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Each provision of this Guaranty shall be deemed separate from each other provision and the invalidity or unenforceability, for any reason or to any extent, of any such provision of this Guaranty shall not affect the enforceability of the remaining provisions of this Guaranty or the application of such provision to other, dissimilar facts and circumstances.

Amendments. This Guaranty can be modified, supplemented, amended only by a written instrument manually signed by the party to be charged therewith, and no verbal or written

agreement, understanding or custom affects the terms hereof, and any such consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be the same instrument. In the event that not all Guarantors execute this Guaranty, this Guaranty shall nevertheless be valid and binding upon those Guarantors who execute it.

Receipt of Loan Documents. Guarantors acknowledge that they have received and reviewed a copy of the Loan Agreement, other Loan Documents and the Plans.

Financial Statement. At the request of the Issuer or the Trustee, within one hundred twenty (120) days of fiscal year end, the Guarantors shall, from time to time, prepare and deliver to the Issuer a complete and current financial statement of each of the Guarantors setting forth all assets and liabilities of the Guarantors (and to the extent any person other than the Guarantors has any interest in said assets or any person other than the Guarantors is jointly liable for any of said obligations, said matters shall be set forth in their entirety in the financial statements) all signed by the Guarantors under oath as being true and correct. All such financial statements delivered to Issuer will be completed and correct and present fairly the financial condition of the Guarantors as of the date thereof under generally accepted accounting principles consistently applied (or such other method of preparation approved by Issuer, including the cash basis if a Guarantor is an individual) and will disclose all liabilities of the Guarantor that are required by the accounting method used to be reflected or reserved against, whether liquidated or unliquidated, fixed or contingent. All tax returns submitted to Issuer by the Guarantor will be true and correct to the best of the knowledge of the Guarantor. Each Guarantor hereby agrees that each time a financial statement or tax return is submitted by him to Issuer, such Guarantor shall be deemed to have represented and warranted to Issuer that such financial statement or tax return complies with all of the above requirements and that since the date of such submitted financial statement there has been no material adverse change in the financial condition of any Guarantor, which would adversely affect their ability to perform under this Guaranty.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b) national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.

Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com

Telephone: 407-841-5524

with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800

Entity Guarantors:  EC Crestwood, LLC
EC Crestwood MM, LLC LRC GP, LLC
Envolve Community Management, LLC Envolve Communities, LLC
880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 954-4458
with a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq. Email: wmckay@balch.com Telephone: (334) 269-3140

Hughes:	W. Daniel Hughes, Jr.
363 Robin Lane
Titus, Alabama 36080

Borrowers Investor
Limited Partner:	Hunt Capital Partners, LLC
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss
Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131
with a copy to:	Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202)585-8128

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982

with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633
Servicer:	Seltzer Management Group, Inc.
17633 Ashley Drive Bldg. A Panama City Beach, Florida 32413 Attention: Josh Scribner Telephone: (850) 233-3616
Email: Josh@seltzermanagement.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.
Complete Agreement. This instrument, together with the other Loan Documents, sets forth the entire agreement between the Issuer and the Guarantors with respect to the subject matter hereof and no verbal or written agreement, understanding or custom (other than the other Loan Documents) affects the terms hereof.

Personal Liability. Guarantors hereby acknowledge and agree that notwithstanding any other provision of this Guaranty, the Security Instrument, the Project Note or any of the Loan Documents to the contrary, including, without limitation, the non-recourse provision contained in the Note, the obligations of the Guarantors under this Guaranty shall be the unconditional personal obligations of the Guarantors, and the Issuer would not enter into the Loan except on the condition that the Guarantors be personally liable for their undertakings under this Guaranty. This Guaranty shall not be construed to make any of the Guarantors personally liable for payments under the Bond.

Limitation of Liability. Any payments with respect to the Improvements, including but not limited to payments under any performance and payment bond or other security related to the Property, will be credited against Guarantors' liability hereunder subject to acknowledgment of such payments by the Issuer.
Term. The obligations of each Guarantor under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect and shall not be released until the first to occur of the following: (a) a writing signed by Issuer releasing Guarantor (which Issuer shall be obligated to deliver upon receipt of the Release Documentation); or (b) the Guaranty Period has expired, all of the Guaranteed Obligations and all obligations of the Guarantors under this Guaranty have been paid and performed in full in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by the Issuer or any act performed by any Guarantor may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws.

Issuer shall be entitled to continue to hold this Guaranty in its possession for as long as any Guaranteed Obligations remain outstanding, but return of this Guaranty to Guarantor when Guaranteed Obligations remain outstanding is not intended to be nor shall it be a waiver of any rights that may remain available to Issuer under this Guaranty.

Waiver of Jury Trial. THE ISSUER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

Indemnification by the Guarantors. Without limitation on any other obligations of the Guarantors or remedies of Issuer under this Guaranty, the Guarantors shall jointly and severally indemnify, defend and save and hold harmless Issuer from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of Issuer’s legal counsel and the reasonable charges of Issuer’s internal legal counsel) suffered or incurred by Issuer as a result of (a) any failure of any Guaranteed Obligations

to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, or (b) any failure by the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, Issuer is authorized at any time and from time to time to the fullest extent permitted by applicable laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Issuer to or for the credit or account of the Guarantors against any and all obligations of the Guarantors under this Guaranty.
Multiple Guarantors. If more than one person signs this Guaranty as Guarantor,
(a) the term “Guarantor” shall mean each such person, (b) the obligations of each Guarantor shall be joint, several and independent, and (c) this Guaranty shall be construed and enforced as though each Guarantor executed a separate guaranty on the terms set forth in this Guaranty.

Enforceability. Each Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantors in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Issuer’s consideration for making the Loan, Issuer has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) each Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Guarantor does hereby represent and confirm to Issuer that Guarantor is fully informed regarding, and that each Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon each Guarantor, and (iv) the legal consequences to each Guarantor of waiving such defenses. Each Guarantor acknowledges that each Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Issuer, and that Issuer is induced to make the Loan in material reliance upon the presumed full enforceability thereof.

Consent to Assignment. Each Guarantor consents to the assignment by Issuer to Trustee of its rights under this Guaranty, and agrees to attorn to and recognize Trustee (and its successors as Trustee under the Loan Agreement) as the holders of such rights.

Conversion. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Indenture), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Indenture).

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR
ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION
Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member

By:	LRC GP, LLC, a Delaware limited liability company its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

EC Crestwood MM, LLC, a Florida limited liability company

By:	LRC GP, LLC, a Delaware limited liability company, its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer LRC GP, LLC, a Delaware limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR
ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION

Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.
Envolve Community Management, LLC, an Alabama limited liability company

By:	Envolve Communities, LLC, a Delaware limited liability company,
its
sole member

By:		 Ty Tyson,
Chief Investment Officer

Envolve Communities, LLC, a Delaware limited liability company

By:		 Ty Tyson, Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR
ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION
Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

W. Daniel Hughes, Jr., Individually

ASSIGNMENT OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION TO TRUSTEE BY THE ISSUER
Crestwood Apartments

ASSIGNMENT

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Absolute and Unconditional Guaranty of Completion to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the within-described Indenture.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

(Crestwood Apartments)

Guaranty of Completion Crestwood Apartments

Section L

CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS

Crestwood Apartments
THIS CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF
OPERATING DEFICITS (this "Guaranty") is made as of February 1, 2026 jointly and severally, by EC CRESTWOOD, LLC., a Florida limited liability company (the “Borrower”); EC CRESTWOOD MM, LLC., a Florida limited liability company; LRC GP, LLC., a Delaware limited liability company; ENVOLVE COMMUNITY MANAGEMENT, LLC., an Alabama limited liability company, authorized to transact business in the State of Florida; ENVOLVE COMMUNITIES, LLC., a Delaware limited liability company(collectively, the “Entity Guarantors”) and W. DANIEL HUGHES, individually (“Hughes” and collectively with the Entity Guarantors, the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below- described Loan Agreement.
RECITALS

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement, the Indenture and/or the Subordinate Loan Agreement (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY-SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, Saint Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of February 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.

Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Financing Documents and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Guarantors of this Guaranty.

Each of the Guarantors acknowledge and agree that each will benefit from the development of the Property.
Issuer acknowledges that Hughes is executing this Guaranty in his individual capacity due to the fact that the Issuer has a written policy requiring that an individual principal of the Borrower execute such an instrument in connection with any public finance transaction involving the Issuer.

Issuer further acknowledges that it has not performed any credit underwriting with respect to Hughes, that Hughes is executing this Guaranty as an accommodation to the Issuer in order to comply with the Issuer’s above referenced written policy.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties acknowledge and agree that the recitals set forth above are true and correct in all respects and are hereby incorporated herein as specific agreements and the parties agree as follows:
ARTICLE I - DEFINITIONS

Definitions.	The following terms shall have the meanings ascribed thereto as set forth below:
"Debt Service Coverage Ratio" shall mean the ratio of the Net Operating Income for each month to the Debt Service Expense.

“Debt Service Expense” shall mean the debt service expense incurred by the Borrower including required principal payments, interests expenses, late charges and any other

fees and expenses incurred during each month under the Loan and all fees due under the Loan to the Issuer, the Trustee and the Issuer Servicer.

“Gross Potential Rental Income” shall mean the potential maximum rents of the Property for each month assuming one hundred percent (100%) occupancy net of utility allowance, if applicable.

"Guaranty Period" shall be the period commencing on the date hereof, and ending on the Property's achievement of a 1.15 Debt Service Coverage Ratio, as determined by The Issuer or its agent, in its reasonable discretion, ninety percent (90%) occupancy and ninety percent (90%) of the Gross Potential Rental Income, for a period equal to twelve (12) consecutive months, all as certified by an independent Certified Public Accountant selected by Borrower. The calculation of the Debt Service Coverage Ratio shall be confirmed by the Issuer or its agent, in its reasonable discretion, and such confirmation shall be final and binding on the parties. The Guaranty Period shall be for no less than three (3) years following the final certificate of occupancy.

"Net Operating Income" shall mean for any fiscal period, Project Revenues less Project Expenses. The calculation of Net Operating Income shall be made by an independent Certified Public Accountant and such calculation shall be final and binding on the parties, absent manifest error.

"Operating Deficit" shall mean for any fiscal period, the excess of Project Expenses over the Project Revenues for such fiscal period (excluding any non-recurring extraordinary expenses). "Operating Deficit" shall also include any shortfall in regular monthly payments due under the Note and all fees due under the Loan (including fees due to the Issuer, Trustee and Issuer Servicer, under the Loan Documents), excluding amounts which may be due solely by acceleration of the Note.
"Project Expenses" shall mean all expenses (other than debt service payable out of cash flow) related to operating the Property accrued during the applicable period, including without limitation, the following items: (i) operating expenses; (ii) real and personal property taxes, special assessments or similar charges and sales or use taxes applicable to the operations of the Property; (iii) property management fees; (iv) insurance expenses; (v) the funding of the replacement reserve and other reserves required under the Loan Documents and the Borrower Documents; (vi) marketing costs, leasing commissions, advertising and promotions costs; (vii) maintenance and repair costs related to the Property; and (viii) legal and accounting fees related to the operation of the Property; provided, however, that such disbursements shall exclude refunds to tenants of security deposits, and expenditures from the replacement reserve and other reserves required to be maintained under the Loan Documents and the Borrower Documents to the extent that the funding of such reserves is otherwise considered a cash expenditure under the terms of this definition.

“Project Revenues” shall mean the gross operating income and rental revenues actually received by or paid to or for the account of the Borrower with respect to the operation, leasing and occupancy of the Property, excluding tenant security deposits received by

the Borrower, but including, but not limited to, any and all of the following: (i) rentals paid by tenants under leases on the Property; (ii) late charges, interest and other fees paid by tenants; (iii) rents and receipts from vending machines and similar items; (iv) cable television and telephone revenues; (vi) earnings on accounts and investments of the Borrower (including earnings on those accounts held by the Trustee under the Indenture which allow earnings to be used for such purposes); (vii) tenant security deposits forfeited by tenants or applied against amounts due from tenants; and business interruption insurance proceeds.

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
Each of the Guarantors, jointly and severally, make the following representations and warranties which shall be continuing representations and warranties until this Guaranty terminates in accordance with the provisions contained herein:

Existence and Rights. Each Guarantor is a person of sound mind and body or an entity duly organized under the laws of the state of its organization, and is in good standing thereunder. Each Guarantor has powers and adequate authority, rights and franchises to own its property and to carry on its business as now owned and carried on, and is duly qualified and in good standing in each jurisdiction in which the property owned by it or the business conducted by it makes such qualification necessary, including without limitation, the State, and each Guarantor has the power and adequate authority to make and carry out this Guaranty.

Guaranty Authorized and Binding. The execution, delivery and performance of this Guaranty are duly authorized, where appropriate, and do not require the consent or approval of any governmental body or other regulatory authority; are not in contravention of, or in conflict with, any law or regulation or any term or provision of the organizational documents of each Guarantor; and this Guaranty is a valid and legally binding obligation of each Guarantor enforceable in accordance with its terms.
No Conflict. The execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any agreement, indenture or undertaking to which any Guarantor is a party or by which any Guarantor or any of the Guarantor’s property is or may be bound or affected and do not, and will not, cause any security interest, lien or other encumbrance to be created or imposed upon any such property.

Litigation. As of the date of delivery of the Bonds, except as set forth in Exhibit “B” attached hereto, there is no litigation or other proceeding pending or, to the best of each Guarantor’s knowledge, threatened against, or affecting, any Guarantor or the Guarantor’s properties which, if determined adversely to any Guarantor, would have a materially adverse effect on the financial condition, properties, businesses or operations of any Guarantor, or which prevents or interferes with or adversely affects any Guarantor’s entering into this Guaranty or the validity of this Guaranty or the carrying out of the terms hereof, and no Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority.

Financial Condition. Each Guarantor’s financial statements, which have heretofore been submitted in writing by each Guarantor to the Issuer in connection herewith, are true and correct in all material respects as of the date thereof and fairly present the financial condition of such Guarantor for the period covered thereby. As of the date of delivery of the Bonds, since the date of said financial statements, there has been no materially adverse change in any Guarantor’s financial condition. As of the date of delivery of the Bonds, the Guarantors have no knowledge of any liabilities, contingent or otherwise, as of the date of their respective financial statements which are not reflected in said financial statements; and, other than in the ordinary course of any Guarantor’s business or other than in connection with the Borrower’s partnership documents and other documents relating to the subject transaction, the Guarantors have not entered into any commitments or contracts which are not reflected in their respective financial statements or which may have a materially adverse effect upon any Guarantor’s financial condition, operations or business as now conducted.

Solvency. Each Guarantor is not Insolvent (as defined below) as of the date hereof and the execution and delivery of this Guaranty will not (a) render any Guarantor insolvent under generally accepted accounting principles, (b) leave any Guarantor with remaining assets which constitute unreasonably small capital given the nature of any Guarantor’s business, and (c) result in the incurrence of Debts (defined below) beyond any Guarantor’s ability, in the Guarantor’s reasonable determination, to pay them when and as they mature. For the purposes of this Section, “Insolvent” means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured. For the purposes of this Section, “Debts” includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent.
Financial or other Benefit or Advantage. Each Guarantor hereby acknowledges and warrants that each Guarantor has derived or expects to derive a financial or other benefit from the Property.
ARTICLE 3 - AGREEMENTS

Guaranteed Obligations. Each Guarantor hereby jointly and severally covenants and agrees to advance, or make provisions for such an advance, on the terms set forth below, the funds required to fund Operating Deficits incurred by the Borrower during the Guaranty Period (the “Guaranteed Obligations”). If the Borrower anticipates the need to request the Guarantors to make a payment under this Guaranty to fund an Operating Deficit, the Borrower will promptly notify the Guarantors, in writing, with a copy to the Issuer, the Trustee and the Issuer Servicer of the amount of such Operating Deficit (with a certified statement and supporting documentation to evidence the need to make a payment under this Guaranty). The Guarantors shall within fifteen
(15) days thereafter provide the Borrower with funds sufficient to pay the amount of such Operating Deficit and promptly upon receipt of such funds, the Borrower shall pay the Project Expenses causing such Operating Deficit. Notwithstanding the foregoing, the Issuer Servicer may submit a request directly to the Guarantors (with a copy of such request to the Trustee, the Issuer and Borrower), on behalf of the Borrower, to make a payment under this Guaranty upon making a determination of the existence of an Operating Deficit.

Failure of the Borrower to provide such a request and/or notice to the Issuer the Trustee or the Issuer Servicer or the failure of the Guarantors to pay such Operating Deficit, shall neither impair nor reduce the Guarantors’ obligation to pay any of the Guaranteed Obligations hereunder upon direct written demand by the Issuer or the Trustee, as its assignee or the Issuer Servicer. Upon approval of such request of the Borrower by the Issuer and payment of such Operating Deficit by the Guarantors, the same shall be credited towards the Guaranteed Obligations.
The Trustee, as assignee of the Issuer, shall also be entitled to make a claim under this Guaranty to fund any shortfall in the regular monthly payments under the Note and fees due under the Loan during the Guaranty Period (excluding amounts which may be due solely by acceleration of the Note) by submission of a written demand notice to the Guarantors. After termination of this Guaranty as provided herein, neither the Trustee, the Issuer, nor any other party shall be entitled to make a claim under this Guaranty.

This is a guaranty of payment and not of collection only, and the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.

Third Party Beneficiary. The parties hereto acknowledge that subsequent to the assignment of this Guaranty by the Issuer to the Trustee, the Issuer shall be a third party beneficiary of this Guaranty and shall be entitled to enforce this Guaranty directly against any Guarantor at any time. The Issuer is also entitled to enforce any security agreements additional guaranties or other collateral now or hereafter securing this Guaranty at any time against the person or entity providing such security.

Further Assurances. Each Guarantor will, at its expense, execute, acknowledge and deliver all such further documentation, instruments and assurances and the like and take all such further action as the Issuer shall reasonably require in order to carry out the intentions or facilitate the provisions of this Guaranty.
Obligations Absolute. The Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may be taken without the consent of, or notice to, the Guarantors, nor shall any of the following give any Guarantor any recourse or right of action against the Issuer:

Any delay, exercise or non-exercise by the Issuer of any right or privilege under this Guaranty;

Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Guarantor, the Borrower, any general partner or any other guarantor (which term shall include any other party at any time directly or contingently liable for any of the Guarantors’ obligations under this Guaranty, including without limitation, any general partner or property manager) or any affiliate of the Borrower or any Guarantor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not any Guarantor shall have had notice or knowledge of any of the foregoing;

Any assignment or other transfer of this Guaranty in whole or in part;

Any acceptance of partial funding of the Guaranteed Obligations; and

Any subordination, compromise or release of any or all of the property or other collateral, if any, securing any Guarantor’s obligations under this Guaranty, or any substitution with respect thereto.
Waivers. Each Guarantor unconditionally waives the following defenses to the enforcement of this Guaranty (except with respect to Borrower, which shall be entitled to all notices and rights afforded to it as Borrower under the Loan Documents), including, without limitation:
All presentments, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty;
Any right to require the Issuer to proceed against the Borrower or any other guarantor at any time, or to proceed against or exhaust any security held by the Issuer at any time, or to pursue any other remedy whatsoever at any time;

Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, or any Guarantor or any affiliate of the Borrower or the Guarantors or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not any Guarantor shall have had notice or knowledge of any of the foregoing;

Any right any Guarantor might have under the laws of the State to revoke this Guaranty, it being the intention of each Guarantor that this Guaranty remain in full force and effect until termination, as provided herein;

Any defense based upon an election of remedies by the Issuer, including, without limitation, any remedies which destroy or impair the subrogation rights of any Guarantor to proceed against the Borrower or any general partner for reimbursement or both;
Any duty of the Issuer to advise any Guarantor of any information known to the Issuer regarding the financial condition of the Borrower or any general partner and all other circumstances affecting the ability of the Borrower or any general partner to perform its obligations to the Issuer, it being agreed that each Guarantor assumes the responsibility for being and keeping informed regarding such conditions or any such circumstances; and

Any rights to enforce any remedy which the Issuer now has or may hereafter have against the Borrower, or any general partner and any benefit of, and any right to participate in, any security now or hereafter held by the Issuer.

Subrogation. Notwithstanding any other provision of this Guaranty to the contrary and until all obligations of the Guarantors hereunder have been paid in full or terminated in

accordance with the terms hereof, each Guarantor hereby waives any claim or other rights which such Guarantor may now have or hereafter acquire against any other guarantor of all or any of the obligations of any Guarantor under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of the Issuer against the Borrower, any general partner or any Guarantor or any collateral which the Issuer now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from the Borrower, any general partner or any Guarantor, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim or other rights; provided that as long as no amount is due hereunder, a Guarantor shall be entitled to receive and retain amounts due from another Guarantor. Entity Guarantor and provided further that Hughes shall maintain the continuing right to obtain reimbursement, contribution, or indemnification from any Entity Guarantor at any time during the term of this Guaranty.
Additional Waivers. No Guarantor shall be released or discharged, either in whole or in part, by the Issuer’s failure or delay to (a) perfect or continue the perfection of any lien or security interest in any collateral which secures the obligations of any other guarantor, or
(b) protect the property covered by such lien or security interest.

Dealings with Parties. The Issuer shall have complete discretion, without giving notice to or obtaining the consent of any Guarantor, the Borrower (except as may be required under the other Loan Documents with respect to the Borrower) and each other person or entity who now is or after the date hereof becomes liable in any manner for any of the Guarantors’ obligations under this Guaranty, in such manner as the Issuer shall decide, and accordingly each Guarantor grants to the Issuer full authority, in its sole discretion, whether before or after termination of this Guaranty, to do any and all of the following, without limiting the generality of the foregoing: extend credit, make loans and afford such financial accommodation to the Borrower or any general partner at such times, in such amounts and on such terms as the Issuer may approve; vary the terms or alter, compromise, accelerate and grant extensions or renewals of time or manner of payment of any present or future obligations under this Guaranty, assign or transfer this Guaranty or any other instrument evidencing or securing the obligations under this Guaranty in whole or in part; vary, exchange, release or discharge, wholly or partially, the Borrower or any general partner or any other guarantor or obligor of the obligations under this Guaranty, and compromise or make any settlement or other arrangement with the Borrower, any general partner and/or any other guarantor, and if the obligations under this Guaranty are now or hereafter secured, exchange, substitute or release in part or in full all of the security given for the payment and performance of any of the Guarantors’ obligations under this Guaranty.
Bankruptcy No Discharge; Repayments. So long as any of the Guaranteed Obligations shall be owing to the Issuer, no Guarantor shall, without the prior written consent of the Issuer, as applicable, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower or any general partner. Each Guarantor understands and acknowledges that by virtue of this Guaranty, each Guarantor has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Borrower and any general partner. As an example and not in any way of limitation,

a subsequent modification of the Guaranteed Obligations in any reorganization case concerning the Borrower or any general partner shall not affect the obligation of any Guarantor to pay and perform the Guaranteed Obligations in accordance with their respective original terms. If claim is ever made upon the Issuer for repayment of any amount or amounts received by the Issuer in payment of the obligations under this Guaranty (whether or not all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Issuer) and the Issuer repays all or any part of said amount, then, notwithstanding any revocation or termination of this Guaranty or any other instrument evidencing the Guaranteed Obligations, each Guarantor shall be and remain liable to the Issuer for the amount so repaid by the Issuer, to the same extent as if such amount had never originally been received by the Issuer.
Subordination. So long as any of the obligations of any Guarantor hereunder remain unpaid or undischarged, each Guarantor agrees that any and all claims it may have against the Borrower shall be and hereby are subordinated to the Guaranteed Obligations. Any indebtedness of the Borrower to any Guarantor shall be collected and received by the Trustee as trustee for the Issuer and be paid over to the Issuer on account of the Guaranteed Obligations of the Guarantors to the Issuer, upon demand by the Issuer.

Notwithstanding the foregoing, as long as no default exists under the Loan Documents (as defined herein) and no payment is due and owing hereunder, the Guarantors shall be entitled to retain any payments to which they are entitled under the Partnership Agreement, construction contract, management agreement or development agreement with or establishing the Borrower, including any fee or distribution.

Independent and Separate Obligations. The obligations of each Guarantor hereunder are independent of any obligation of the Borrower or any general partner and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against any or all Guarantors whether or not such Guarantor is the alter ego of the Borrower, any general partner, or any other guarantor. The Issuer’s rights hereunder shall not be exhausted until the conditions to termination in Section 4.6 below have been satisfied.
Setoff. The Issuer shall have a right of setoff against, and each Guarantor hereby grants a security interest in, all moneys, securities and other property of such Guarantor now or hereafter in the possession of, or on deposit with the Issuer or the Trustee, whether held in a general or special account or deposit, or for safekeeping or otherwise. Such right is in addition to any right of setoff the Issuer may have by law. After an event of default hereunder which has not been cured within any applicable grace or cure period, all rights of setoff may be exercised without any further notice or demand to any Guarantor. No right of setoff shall be deemed to have been waived by any act or conduct on the part of the Issuer, or by any neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect until the expiration or termination of this Guaranty.

Payments. No Guarantor shall be credited for the funding of any of the Guaranteed Obligations unless and until the Borrower has delivered either (i) to the Issuer and the Trustee written acknowledgment of receipt of the required payment in immediately available funds from such Guarantor after a demand has been made by the Issuer or the Trustee pursuant to this Guaranty

or (ii) the required payment to the Trustee in immediately available funds. Each Guarantor agrees that whenever a Guarantor shall pay any amount to the Issuer hereunder on account of the liability hereunder, such Guarantor will deliver such payment to the Borrower with a copy of such evidence of payment and notice to the Issuer and the Trustee at the addresses provided in Section 4.1 below. Each Guarantor understands that the Borrower and/or each general partner may have obligations to the Issuer with respect to the Property, and that those obligations are in addition to the Guarantors’ obligations under this Guaranty.

Financial Statements. During the term of this Guaranty, at the request of the Issuer, each Guarantor covenants and agrees to provide the Issuer, on or before May 31 of each year, with
(1) audited financial statements prepared in accordance with accounting principles generally accepted in the United States which include the auditor’s report, a comparative balance sheet with current year and prior year balances, statement of revenue and expenses, a statement of changes in financial position, a statement of cash flows, and notes; or (2) if an audited financial statement has not been prepared, a federal income tax return filed for the most recently completed year; or (3) for individual Guarantors, if an audited financial statement is not available, a financial statement certified as true and complete without qualification by such Guarantor and a copy of the most recently filed individual federal income tax return; and (4) such other statements as may be required by the Issuer. Each Guarantor further covenants and agrees to immediately notify the Issuer of any material adverse change in such Guarantor’s financial condition.
The Borrower agrees to pay the Issuer Servicer’s fees (as extraordinary loan servicing services) for the Issuer Servicer’s review of financial statements in any year in which any payments are demanded and/or made by the Guarantors under this Guaranty.

Governing Law/Consent to Jurisdiction. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts entered into and entirely to be performed therein. Each Guarantor hereby irrevocably submits and consents to the jurisdiction of the courts of the State of Florida and of the United States District Court for the district in which the Property is located in connection with any action, suit or other proceeding arising out of or relating to this Guaranty or any action taken or omitted hereunder. If any Guarantor served in accordance with applicable law should fail to appear or answer within the time prescribed by law, then such Guarantor shall be deemed in default and judgment may be entered against such Guarantor for the amount or other relief as demanded in any summons, complaint or other process so served. Each Guarantor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

ARTICLE 4 - MISCELLANEOUS

Notices. All notices, requests, demands, consents, and other communications required or permitted to be given or made hereunder shall be in writing and shall be deemed to have been duly given if telecopied or mailed, certified first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the telecopy number or address of such party as set forth below, which telecopy number or address may be changed by notice to the other parties hereto duly given pursuant hereto:

Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800
Entity Guarantors:  EC Crestwood, LLC
EC Crestwood MM, LLC LRC GP, LLC
Envolve Community Management, LLC Envolve Communities, LLC
880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com

with a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq. Email: wmckay@balch.com Telephone: (334) 269-3140
Hughes:	W. Daniel Hughes, Jr.
363 Robin Lane
Titus, Alabama 36080

Borrowers Investor
Limited Partner:	Hunt Capital Partners, LLC
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss
Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131

with a copy to:	Nixon Peabody LLP

799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202)585-8128
Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633

Servicer:	Seltzer Management Group, Inc.
17633 Ashley Drive Bldg. A Panama City Beach, Florida 32413 Attention: Josh Scribner Telephone: (850) 233-3616
Email: Josh@seltzermanagement.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Expenses. Each Guarantor agrees to pay all reasonable costs and expenses, including reasonable legal fees, which may be incurred by the Issuer in any effort to collect or enforce any of the obligations of the Guarantors hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and legal fees incurred by the Issuer in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action.

Amendments; Successors. Neither this Guaranty nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, subject to the prior written consent of the Issuer. All of the terms of this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Guarantor shall have the right to assign any of such Guarantor’s rights or obligations

under this Guaranty. All remedies of the Issuer are cumulative. When the context in which the words are used in this Guaranty indicates that such is the intent, words in the singular number shall include the plural and vice-versa. If any one or more of the provisions of this Guaranty should be determined to be illegal or unenforceable, all other provisions shall remain effective. No delay or failure by the Issuer to exercise any remedy against any Guarantor will be construed as a waiver of that right or remedy. If more than one person or entity executes this Guaranty as Guarantor, the obligations hereunder shall be joint and several.

Assignability by the Issuer. The Issuer may, at any time and from time to time, assign, conditionally or otherwise, all of the rights of the Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of the Issuer hereunder. The Issuer may, at any time and from time to time, assign, conditionally or otherwise, all of the rights of the Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of the Issuer hereunder to the extent that such rights may be assigned to it. The Issuer may give written notice to the Guarantors of any such assignment, but any failure to give, or delay in giving, such notice shall not affect the validity or enforceability of any such assignment.
Demands. Each demand by the Issuer for performance or payment hereunder shall be in writing and shall be made in the manner set forth in Section 4.1 hereof. Interest shall accrue at the Default Interest Rate on all sums not paid by any Guarantor to The Issuer within three (3) business days after demand.

Term. The obligations of each Guarantor under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect until the expiration of the Guaranty Period and the Guarantors have fully performed all of the Guaranteed Obligations and paid all other amounts payable hereunder in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by The Issuer hereunder or any act performed by any Guarantor may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws.

Complete Agreement. This Guaranty supersedes any prior negotiations, discussions or communications between the Guarantors and the Issuer (other than the Loan Documents) and together with the Loan Documents constitutes the entire agreement between the Issuer and the Guarantors with respect to the Guaranteed Obligations.
Counterparts. This Guaranty may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.
Advice of Counsel. Each Guarantor represents and acknowledges to The Issuer that each Guarantor has consulted with its attorneys regarding the terms and conditions and waivers set forth in this Guaranty. Each Guarantor’s attorneys has advised such Guarantor of the true legal consequences of each waiver set forth in this Guaranty, including the rights each Guarantor would have in the absence of such waivers.

Waiver of Jury Trial. THE ISSUER AND THE GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER

MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

Conversion. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Indenture), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Indenture).

[Signature pages begin on next page]

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL
GUARANTY OF OPERATING DEFICITS

Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.
EC CRESTWOOD, LLC, a Florida limited liability company By:	EC Crestwood MM, LLC, a Florida limited
liability company, its Managing Member

By:	LRC GP, LLC, a Delaware limited liability company its sole Member

By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer EC Crestwood MM, LLC, a Florida limited liability company
By:	LRC GP, LLC, a Delaware limited liability company, its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer LRC GP, LLC, a Delaware limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL
GUARANTY OF OPERATING DEFICITS

Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

Envolve Community Management, LLC, an Alabama limited liability company
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

Envolve Communities, LLC, a Delaware limited liability company

By:		 Ty Tyson, Chief Investment Officer

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL
GUARANTY OF OPERATING DEFICITS

Crestwood Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

W. Daniels Hughes, Jr., individually

ASSIGNMENT OF
CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS
TO TRUSTEE BY THE ISSUER
(Crestwood Apartments)

ASSIGNMENT

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Continuing, Absolute and Unconditional Guaranty of Operating Deficits to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the
within-described Indenture.

OSCEOLA COUNTY FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

(Crestwood Apartments)

EXHIBIT “B”

PENDING LITIGATION SCHEDULE

(TO BE PROVIDED/UPDATED/REVISED)

Section M

COMPLIANCE MONITORING AGREEMENT
Crestwood Apartments

THIS COMPLIANCE MONITORING AGREEMENT (the "Agreement") is made as of February 1, 2026, by and among OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (together with its successors and assigns, the “Issuer”) SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the "Compliance Monitoring Agent"). THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the "Trustee"), and EC CRESTWOOD, LLC., a Florida limited liability company (the "Borrower").
W I T N E S S E T H :

WHEREAS, all capitalized terms in this Agreement not otherwise defined herein shall have the meanings set forth in the Land Use Restriction Agreement, the Indenture and/or the Loan Agreement (as such terms are hereinafter defined), as applicable; and

WHEREAS, pursuant to the Act, the Issuer and Borrower have entered into that certain Loan pursuant to the terms of the Loan Agreement between Issuer and Borrower dated as of February 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of TWENTY-SIX MILLION AND NO/100 DOLLARS ($26,000,000) (the “Loan”) to Borrower to
finance the acquisition and rehabilitation of that certain 216-unit multifamily rental housing development and related personal property and equipment, located at 3121 Crestwood Circle, St. Cloud, Florida 34769 on land within Osceola County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as Crestwood Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

WHEREAS, in order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $26,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series B (Crestwood Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of February 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

WHEREAS, as a condition to Issuer making the Loan to Borrower and pursuant to the requirements of the Loan and the Indenture, Issuer, the Trustee and Borrower have executed a Land Use Restriction Agreement dated as of February 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located; and

1

WHEREAS, the Compliance Monitoring Agent has represented and warranted that it is duly qualified and authorized to engage in the business of administering loans of the type of the Loan referred to herein and the Compliance Monitoring Agent has further represented and warranted that its accounts and deposits are and will continue to be deposited with a financial institution eligible to be insured by the Federal Deposit Insurance Corporation ("FDIC"); and

WHEREAS, the Compliance Monitoring Agent shall act as agent of the Issuer in performing certain functions under the Loan Agreement, the Indenture, and the Land Use Restriction Agreement and shall monitor tenant eligibility with respect to the Property subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS. The following definitions shall apply as context may require in this Agreement. In addition, the capitalized words and terms used herein which are not otherwise defined herein shall have the same meanings ascribed to them in the Loan Agreement, the Indenture and/or the Land Use Restriction Agreement, as applicable.

“Desk Top Audit” - An audit of those tenant files selected by the Compliance Monitoring Agent, at the Compliance Monitoring Agent’s sole discretion, to be performed at the Compliance Monitoring Agent’s office.

“Improvements” - All improvements described in the plans for the Property (the "Plans") and all additions and equipment reasonably necessary to construct, equip, renovate, operate and rent the Property, including all amenities. Without limiting the foregoing, the term Improvements shall include all landscaping, walls, drives, approaches, sidewalks, curbs, paving and all chattels, furniture, furnishings and equipment described in the Plans.

“Issuer Documents” - Collectively, this Agreement, the Note, the Indenture, the Mortgage, the Land Use Restriction Agreement, the Loan Agreement, the Borrower Documents and all other documents and instruments evidencing, securing or guaranteeing payment of the Loan, or any portion thereof.
Reserved.

“Management Company” - A firm selected by the Borrower and approved by Issuer to oversee the operation and management of the Property; and shall mean the Borrower in any event wherein the Management Company is required to perform any obligations under this Agreement.

“Property” - The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof, and the Improvements.

“Title Insurance Policy” - Policy issued pursuant to mortgagee title insurance Commitment No. 12571282 issued by Fidelity National Title Insurance Company and all endorsements issued as required by this Agreement as of the date of reference.

TERM. This Agreement shall continue from the earlier of the date of this Agreement or from the date the Compliance Monitoring Agent shall begin compliance monitoring for the Issuer until occurrence of the first of the following events:

The later of the end of the Property's Qualified Project Period, or until no Bonds remain outstanding.

Termination of this Agreement as to the Compliance Monitoring Agent pursuant to Paragraph 12 hereof.
COMPLIANCE SERVICING OF THE LOAN. The Compliance Monitoring Agent shall service the Loan in accordance with all of the representations, warranties and agreements set forth in this Agreement, the Indenture, the Land Use Restriction Agreement and the Loan Agreement. The Compliance Monitoring Agent shall exercise the same degree of care in servicing the Security Instrument as is customary for financial institutions which service real property loans for their own portfolios and on behalf of others.
The Issuer agrees that it shall do and perform all things reasonably necessary to assist the Compliance Monitoring Agent in servicing the Loan.
CONSTRUCTION LOAN SERVICING. The Compliance Monitoring Agent shall be responsible for monitoring the submission and progress of the construction draws, pursuant to the Loan Documents, as follows:

Establishing servicing files for the Property that shall contain copies of all documents and reports pertaining to the Property that are provided to the Compliance Monitoring Agent. The Compliance Monitoring Agent shall maintain the files until such time as the Loan has been paid in full, unless otherwise directed in writing by Issuer.

Receive and Review each Draw Request from the Borrower. The Compliance Monitoring Agent shall review for the following material conditions:

The Borrower, or its designee, has furnished the Compliance Monitoring Agent with an affidavit stating whether the Borrower has been served with any written notice that a lien may be claimed for any amounts by any person or entity furnishing materials or performing labor of any kind in the construction process of the Property through the date of the previous disbursement. The affidavit shall include copies of the notices of any liens. In the event a lien has been filed against the property, the Compliance Monitoring Agent shall require that such lien be satisfied, escrowed or bonded before approving a Draw Request.

The Borrower has procured proper construction lien waivers including, but not limited to, a contractor’s affidavit or bonds from the general contractor and all subcontractors which have provided statutory “Notice to Owner” to the Compliance Monitoring Agent, but have not yet filed lien waivers, through the date of the previous disbursement.

The Borrower has furnished the Compliance Monitoring Agent satisfactory evidence that the undisbursed proceeds of the Loan and other available and committed sources shall be sufficient to pay the cost of completing the construction of the Property as required by the Loan Documents.

The construction of the Property is not in violation of the Land Use Restriction Agreement or any covenants, restrictions, codes, or zoning ordinances affecting the Property.

The Borrower has provided the Compliance Monitoring Agent with a monthly title endorsement indicating that there has been no change in the state of title to the Property since the issuance of the policy, except as otherwise approved by the financing parties to the extent approval is required.

An authorized officer of the Borrower has executed each Draw Request. The names and signatures of the officers of the Borrower who are authorized to execute Draw Requests shall be provided to Issuer and the Issuer Servicer prior to the commencement of Draw Requests and immediately following any change(s) in officers.

A draw approval from the Borrower’s engineer or architect, which indicates that work has been accomplished in accordance with the Plans so as to entitle the Borrower to the Draw Request, accompanies each Draw request.
Any change orders are within the scope of the Plans and in compliance with Issuer’s rules.
A draw approval from all other Lenders funding the draw.

Upon request by Issuer, perform an analysis of disbursements from any escrow account.

At closing, verify the adequacy of all insurance policies as to dollar amount and types of coverage, and ensure that Issuer is named as loss payee, and additional insured, as applicable. Track the renewal or anniversary premium payment dates of all insurance policies. Notify Issuer, in writing, of any potential

coverage lapses 60 days prior to policy termination, and of any coverage lapses, policy terminations or expirations.

In the event of a loss, the Compliance Monitoring Agent shall review and disburse the insurance proceeds as described herein, subject to the Loan Documents. Compensation for managing insurance proceeds in the event of a loss shall be at the hourly rates for extraordinary services as set forth in Paragraph 5 herein.

The Compliance Monitoring Agent shall conduct physical inspections of the Property at Issuer’s request, and notify Issuer of any deficiencies found and recommend corrections.

Track the Property’s status of completion and operating deficits, if any, and report to Issuer in writing the adequacy of existing collateralization, such as a guarantee and/or letter of credit, on a semi-annual basis. Upon request of the Borrower, the Compliance Monitoring Agent shall be responsible for recommending, in writing, to Issuer and the Trustee the release of the collateralization and the guarantee (according to the terms specified in the bond documents, if applicable), if all conditions outlined for release have been satisfied, or for recommending the continuation of the collateralization, if the satisfaction of the terms of the guarantee and/or bond documents, as applicable, have not been met, as determined by the Compliance Monitoring Agent.

Upon completion of the Improvements, the Compliance Monitoring Agent shall retain the Architect’s Certificate of Substantial Completion or similar evidence of completion acceptable to the Compliance Monitoring Agent.
COMPENSATION OF THE COMPLIANCE MONITORING AGENT.	The
Borrower shall pay to the Trustee the Compliance Monitoring Fee, for payment to the Compliance Monitoring Agent for the services rendered by the Compliance Monitoring Agent hereunder on the semi-annual dates established in the Loan Agreement, in the following amounts in accordance with the following provisions:
Borrower shall pay a semi-annual amount based on a monthly base compliance monitoring fee of $325.00 plus an additional annual $12.21 per set-aside unit, with a minimum monthly compliance monitoring fee of $325.00. On January 1 of each year, the base fee, the minimum fee and the additional fee per set-aside unit shall be adjusted, but not decreased, based on the South Region Consumer Price Index for the twelve month period ending each November 30th. This automatic increase shall not exceed 3% of the prior year's fees.

An additional fee of $220.00 per hour shall be paid by Borrower for follow-up reviews and/or extraordinary compliance monitoring services.

The Compliance Monitoring Fee, as defined in the Loan Agreement, shall be subject to adjustment in the event of an increase in the fees payable to the Compliance Monitoring Agent. The Compliance Monitoring Fee does not, however, include any extraordinary fees, costs and expenses that may be incurred by Issuer or the Compliance Monitoring Agent.
In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the program(s), as may be amended from time to time, and as reasonably determined by Issuer, the Borrower agrees to pay the Compliance Monitoring Agent increased fees for compliance monitoring if the scope of work is expanded due to any regulatory changes. Upon request of Issuer, the Borrower agrees to enter into an amendment to this Agreement and/or the Land Use Restriction Agreement, to document the payment of the Loan and any compliance monitoring fees due under this Agreement.

In the event the Bonds are retired prior to the end of the Property’s Qualified Project Period as extended, the annual compensation of the Compliance Monitoring Agent for the remainder of the term of the Qualified Project Period as extended, shall be payable annually, in advance by the Borrower directly to the Compliance Monitoring Agent.
Construction Oversight Services.

Borrower shall pay directly to the Compliance Monitoring Agent for Construction Oversight Services a construction servicing fee of $220.00 per hour.
The Issuer Servicer's rights to compensation hereunder for construction oversight servicing shall cease upon the occurrence of any of the lien-fee completion of construction.

For so long as the Bonds are outstanding, any fees hereunder not paid by the Borrower may be paid by the Trustee (from amounts available under the Indenture) and charged against the Loan unless Borrower gives Trustee notice that such fees are disputed.
Extraordinary Fees. The Issuer Servicer’s fees set forth in this Section do not, however, include any extraordinary fees, costs and expenses that may be incurred by the Issuer Servicer or the Issuer. In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the tax-exempt bond program(s), as may be amended from time to time, and as reasonably determined by the Issuer, the Borrower agrees to pay the Issuer Servicer increased fees if the scope of work is expanded due to any regulatory changes.

The Compliance Monitoring Agent's rights to compensation hereunder shall cease upon the occurrence of any of the following events:

the later of: (a) the end of the Property’s Qualified Project Period (as extended, when applicable) or (b) until the Bonds are no longer outstanding;

notification by the Trustee or by the Issuer to the Compliance Monitoring Agent that its services or this Agreement shall be terminated by the Issuer or the Trustee with the Issuer’s consent, with or without cause, and a successor Compliance Monitoring Agent is not appointed by the Issuer.
For so long as the Bonds are outstanding, any fees not paid by the Borrower may be paid by the Trustee (from amounts under the Loan Agreement) and charged against the Loan, unless Borrower gives the Trustee notice that such fees are in dispute.

INSURANCE TO BE MAINTAINED BY THE COMPLIANCE MONITORING
AGENT. The Compliance Monitoring Agent shall maintain at all times during the existence of this Agreement, at its own expense, blanket fidelity insurance and errors and omissions insurance covering the Compliance Monitoring Agent's officers and employees and other persons acting on behalf of the Compliance Monitoring Agent relating to the Compliance Monitoring Agent's performance of this Agreement. The amount of coverage of such policies shall be at least equal to the coverage that would be required by Freddie Mac with respect to the Compliance Monitoring Agent if the Compliance Monitoring Agent were servicing mortgage loans for Freddie Mac relating to the Compliance Monitoring Agent's performance of its obligations under this Agreement. All such policies of insurance shall be issued by an insurance company, with coverage satisfactory to the Issuer and the Compliance Monitoring Agent and shall name the Issuer and the Trustee as the insured under said policies.

NOTIFICATION TO THE ISSUER AND THE TRUSTEE.	The Compliance
Monitoring Agent shall promptly notify the Issuer, the Borrower, and the Trustee in writing of any of the following which may come to the attention of the Compliance Monitoring Agent with respect to the Security Instrument:
Any failure of the Borrower to perform any covenant of obligation, applicable to it, under the Loan Documents (of which the Compliance Monitoring Agent has knowledge) if such failure continues for a period of thirty (30) days, or beyond any applicable cure period, if so provided in any Loan Document.

Abandonment of the Property.

Any lack of repair or the deterioration or waste suffered or committed in respect to the Property.

Any other matter which would adversely or materially affect or result in diminution of value of the security described herein and in the Security Instrument.
Any loss or damage by fire or any hazard to the mortgaged property requiring repairs costing in excess of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) DOLLARS to restore the Property of its condition prior to such loss or damage.

DEFAULT OF BORROWER. The Compliance Monitoring Agent shall not at any time, without the express written consent of the Issuer and the Trustee, consent to a postponement

of compliance on the part of the Borrower with any of the terms and provisions of the Indenture, the Security Instrument, or any other Loan Document, or in any manner grant an extension or waiver to the Borrower.

FORECLOSURE. The Compliance Monitoring Agent, in case of an Event of Default beyond any applicable cure or notice period therein, hereby agrees to proceed under the direction and written authorization of the Trustee or Issuer, if such direction is given to the Compliance Monitoring Agent. In such case, the Compliance Monitoring Agent shall be paid based on the fee for extraordinary services.
REPRESENTATIONS OF THE COMPLIANCE MONITORING AGENT. The
Compliance Monitoring Agent covenants, warrants and represents to the Issuer and the Borrower as follows:
The Compliance Monitoring Agent is a duly organized corporation under the laws of the State of Florida and is in good standing; that it is authorized to execute, deliver and perform this Agreement and all other documents and agreements required hereunder, and in so doing, that it will not violate any law, any provision of its charter or bylaws or any other agreement or instrument binding upon it.

The Compliance Monitoring Agent shall comply with all applicable laws and the provisions of the Loan Documents, as applicable.

The Compliance Monitoring Agent shall cause any funds advanced to the Compliance Monitoring Agent by the Trustee under this Agreement to be deposited with a financial institution the deposits of which are insured by FDIC or by any successor agency or instrumentality of the United States government; and will cause such financial institution to designate said funds as escrow funds for the benefit of the Trustee; and will cause such financial institution or execute an agreement providing that it will not exercise any powers of right of offset or banker's lien against such escrow funds.

The Compliance Monitoring Agent hereby waives and releases any lien or encumbrances which it might at any time have or be able to claim against any property or funds held by the Trustee or the Issuer, except monies on deposit in any administrative expense account, fee account, or fund and available for such payment under the Loan Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES.	The Borrower
represents and warrants to the Compliance Monitoring Agent that it may rely on the representations and warranties made by Borrower to the Issuer as set forth in the Indenture, the Land Use Restriction Agreement and the Security Instrument.
COVENANTS OF THE BORROWER. The Borrower covenants and agrees with the Issuer, the Trustee and the Compliance Monitoring Agent as follows:
Right of Entry. The Borrower shall permit the Issuer, the Trustee and the Compliance Monitoring Agent and their authorized employees, agents or representatives to enter

upon the Property after reasonable prior notice during normal business hours to inspect the Improvements and all books and records related to the Property of the Borrower and will cooperate with the Issuer, the Compliance Monitoring Agent, the Trustee and its representatives to enable them to perform their functions hereunder. It is expressly agreed that any inspection made by the Issuer, the Trustee and the Compliance Monitoring Agent, or their representatives shall be made solely and exclusively for the protection and benefit of each of them and neither the Borrower nor any third party shall be entitled to claim, any loss or damage either against the Issuer, the Trustee and the Compliance Monitoring Agent, or their employees, agents or representatives for failure to properly discharge any alleged duties of the Issuer, the Trustee and the Compliance Monitoring Agent, and they shall have no duty to make such inspections.
Additional Documents. The Borrower agrees to execute any and all such other and further instruments as may reasonably be required by the Issuer or the Trustee from time to time in order to carry out the provisions of this Agreement, the Loan Documents or for the purpose of protecting, maintaining, or enforcing the Issuer’s and the Trustee’s security for the Loan.

TERMINATION.

By the Issuer.

Issuer shall have the right to terminate the Compliance Monitoring Agent’s rights and obligations under this Agreement, with or without cause, upon ten (10) days' written notice to the Compliance Monitoring Agent.
Issuer shall unilaterally terminate this Agreement, after ten (10) days’ written notice to the Compliance Monitoring Agent, if the Compliance Monitoring Agent fails to comply with Florida’s Public Records Law or any other federal, state or local law, rule or regulation.

Automatic Termination. Upon the occurrence of any one or more of the following events, this Agreement shall be automatically terminated:

The Compliance Monitoring Agent shall assign or attempt to assign its rights or obligations under this Agreement without the prior written consent of Issuer.
The Compliance Monitoring Agent's accounts shall cease to be insured by the FDIC or such other insurer as has been approved by the Issuer.

The Compliance Monitoring Agent shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Laws or for relief under any other law for the relief of debtors or shall consent to the appointment of a receiver of all or substantially all of its property, or make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall be adjudicated bankrupt or insolvent by a court of competent jurisdiction, or if an order shall be made by a court of competent jurisdiction appointing a receiver, liquidator or trustee of the

Compliance Monitoring Agent or of all or substantially all of its property or approving any petition filed against the Compliance Monitoring Agent for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days.

The Compliance Monitoring Agent shall fail to perform any of its obligations hereunder and shall fail, within thirty (30) days after written notice from the Trustee or the Issuer, to correct or cure such failure.

The Bond shall be redeemed, the Loan repaid, and the Property is no longer subject to any federal regulation dealing with tax-exempt financed housing projects.

The amounts owed by the Borrower under the Loan Documents are paid in full and the Qualified Project Period has expired.
Effect of Termination. In the event this Agreement is terminated pursuant to this Paragraph 12, then the rights and obligations of the Compliance Monitoring Agent and its right to compensation hereunder shall immediately terminate, the Compliance Monitoring Agent shall forthwith deliver to the Issuer or to whomever the Issuer directs, all documents relating to the Loan and shall do such other acts as may reasonably be required by the Issuer to facilitate the termination hereof. If the Issuer appoints a successor Compliance Monitoring Agent, this Agreement shall not terminate, and any successor Compliance Monitoring Agent shall perform the obligations of the Compliance Monitoring Agent as set forth herein and the Borrower’s obligation shall inure to the replacement Compliance Monitoring Agent.

Notwithstanding the foregoing, this Agreement shall survive the repayment of the Loan and in the event that no Bond remain Outstanding (as such term is defined in the Loan Agreement) to provide for the compliance monitoring of the Land Use Restriction Agreement until the termination of the Qualified Project Period.
COMPLIANCE MONITORING FOR THE LOAN/PROPERTY. To ensure the
Property’s compliance with federal and state laws, rules, and any Loan closing documents currently in effect and as may be revised from time to time, the Compliance Monitoring Agent shall provide at a minimum, the following services:

Pre-Occupancy Conference/Training. Prior to the leasing of any Property units, the Compliance Monitoring Agent shall conduct a pre-occupancy conference/training with the Borrower and Management Company personnel to provide complete instructions on items a. through n., below. Upon completion of the conference/training, the Compliance Monitoring Agent shall provide written confirmation to the Issuer that the items specified in a. through p. below, have been addressed:

Federal requirements including, but not limited to, the minimum number of set aside units, certification and recertification of tenants, and next available unit documentation;

State laws including, but not limited to, additional set aside units and any program requirements as may be required by Section 420, Fla. Stat., as may be amended from time to time;

Issuer rules concerning tenant income restrictions;

Resident Programs/Public Purpose Requirement/Public Policy Criteria;

If applicable, Affirmative Fair Housing Marketing requirements, as may be amended from time to time;
Tenant applications - specific information necessary for continued program compliance;

Income limits;

Rent Limits, as may be amended from time to time;

Income verifications;

Utility allowances;

Annual income and assets;

Tenant income certifications;

Leases;

Program Reports;

Management units, and;

Borrower’s responsibilities including, but not limited to:

Notifying the Compliance Monitoring Agent of any change in management personnel; and,
Notifying Issuer of any change in ownership of the Management Company.

Program Reports. The Borrower or Management Company shall complete a Program Report, which provides a unit-by-unit listing of all units in the Property and gives detailed information regarding the occupants’ eligibility and set-aside requirements. The Program Report shall be submitted electronically or manually

(as directed by Issuer) to the Compliance Monitoring Agent and the Issuer, in accordance with the deadlines stated in part b. of this section.

The Compliance Monitoring Agent shall perform the following functions regarding the Program Reports:
Review Tenant Income Certification Program Report information for completeness, including proper execution and income eligibility.

Confirm that all required re-certifications are completed in a timely manner.

Confirm that all new move-ins and move-outs have been correctly designated.
Provide Issuer with occupancy information on or before the 10th of the month following the Program Report due date.

Review the Program Report to determine that the applicable program set-aside requirements have been met.
The Compliance Monitoring Agent shall keep all Program Reports and Tenant Income Certifications in files of the Compliance Monitoring Agent.

Contact the Borrower or Management Company, as applicable, immediately following the due date if the Program Report has not been received. A record shall be kept of the tardiness of responses. If a pattern of tardiness develops, a letter shall be sent by the Compliance Monitoring Agent to the Borrower or Management Company, as applicable, giving notice that extra effort should be made to have reports in before the deadline.
Write or telephone the Borrower or the appropriate Management Company personnel regarding any discrepancies in Program Reports. Responses from the Borrower or Management Company are due to the Compliance Monitoring Agent on or before fifteen (15) days after receipt by Borrower or Management Company of a request for such response. If the Borrower or Management Company does not respond on or before the end of the fifteen
(15) day period, the Compliance Monitoring Agent shall contact the Borrower or Management Company, as applicable, to determine the reason. Any telephone response

shall be documented in the Property file. In cases of incorrect Program Report information, the Compliance Monitoring Agent shall make a note to the file to review the next Program Report to see that errors have been corrected. Issuer shall be provided copies of any correspondence by the Compliance Monitoring Agent relating to the monitored Property within thirty (30) days of the correspondence’s origination.
Submission of Program Reports shall be as follows:

Initial Program Reports

For those Developments that have occupied units at the time of Loan closing, the Initial Program Report, shall be prepared as of the last day of the calendar month during which Loan closing occurred and shall be submitted no later than the 15th of the following month; the Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by the certificate of continuing program compliance, if applicable to the development, and a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units. The Borrower or the Management Company shall also deliver any certificate of continuing program compliance to the Trustee, if applicable to the development. If the initial Management Review and Physical Inspection is conducted prior to Loan closing, the Initial Program Report shall be submitted prior to the initial review; the Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units.

For those Developments that have no occupied units at the time of Loan closing, the Initial Program Report shall be prepared as of the last day of the calendar month during which rental of the initial unit occurs and shall be submitted no later than the 15th of the following month. The Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units.

Ongoing Program Reports

Subsequent Program Reports shall be prepared as of the last day of the calendar month and are due no later than the 15th of each month of the regulatory period. The Compliance Monitoring Agent’s and the Issuer’s copies of the Program Reports shall be accompanied by the certificate of continuing program compliance, if applicable to the development, and copies of ten percent (10%) of the executed Tenant Income Certifications effective since the last Program Report. The Borrower or the Management Company shall deliver any certificate of continuing program compliance to the Trustee, if applicable to the development.

Management reviews and physical inspections. The Compliance Monitoring Agent shall conduct a management review consisting of a review of tenant files, the administrative procedures of the Management Company, and a physical inspection of the Property. The purpose of the management review and physical inspection is to evaluate management of the Property, to conduct an onsite inspection of the premises, and to provide any information needed by the Borrower in order to fulfill the compliance requirements. The Compliance Monitoring Agent shall then submit the Management Review and Physical Inspection Summary to the Borrower, the Management Company representative, the onsite manager, Issuer and the Trustee and a copy to the credit enhancer (if applicable). At the request of Issuer, the Compliance Monitoring Agent shall inquire or investigate a non-compliance issue and notify Issuer of the findings. Personnel representing the Management Company shall attend each management review and physical inspection.

Follow-up Reviews may be required, based on the quantity and nature of the errors found by the Compliance Monitoring Agent in a review or the physical condition of the property. The Compliance Monitoring Agent may schedule a follow-up review, onsite or Desk Top Audit, on or before the 90th day after the response due date for the program. The Compliance Monitoring Agent shall re-examine previously reviewed files containing discrepancies to ensure the Borrower or Management Company corrected noted discrepancies and review additional files to determine whether acceptable procedures are currently being followed.
Frequency of management reviews and physical inspections conducted by the Compliance Monitoring Agent:
If the Property has units occupied at the time of Loan closing, the Compliance Monitoring Agent shall conduct the initial review prior to Loan closing or on or before the 60th day after Loan closing, and subsequent reviews will be conducted within one (1) year of the previous review, whether initial or subsequent, throughout the qualified project period/compliance period.
If the Property has no units occupied at the time of Loan closing, the Compliance Monitoring Agent shall conduct the initial review on or before the 120th day after the leasing of any unit, and subsequent

reviews conducted within one (1) year of the previous review, whether initial or subsequent, throughout the qualified project period/compliance period.

Management review and physical inspection procedures include the following:

Tenant Files and Records. The Compliance Monitoring Agent must:

Select at random and inspect tenant files. Within each of the tenant’s files reviewed, the Compliance Monitoring Agent shall inspect and verify the following:

Application(s) - check for completeness and inclusion of total income from all sources, including assets.

Tenant Income Certification (initial and/or current) - check for completeness and confirm the amount of income documented in the tenant file.

Verification(s) of income - examine for completeness and compare to the application and the initial and/or current Tenant Income Certification for agreement.

Lease (initial and current) - examine to ensure that all occupants of the unit are listed, the lease is fully executed, and the terms of the lease meet Land Use Restriction Agreement and/or Extended Use Agreement requirements, and confirm that the current rent for the unit does not exceed applicable rent limits, if any.

The sequence of the certification procedure to ensure that no person or family occupies a Property unit prior to being properly certified.

Randomly select for examination tenant files equivalent to ten percent (10%) of the set-aside units in the Property, with a minimum of one (1) unit per building. Where application of the ten percent (10%) rule results in a fraction of a file, that file shall be considered to be included in the files that shall be examined. The Compliance Monitoring Agent shall have the option of a Desk Top Audit. If a Desk Top Audit is performed, all costs of secure shipment of the tenant files

shall be borne by the Compliance Monitoring Agent and the physical inspection of the Property shall be conducted within sixty (60) days of completion of the Desk Top Audit.

Review Rents and Utility Allowance verification, as applicable.

The administrative procedures of the Borrower and/or Management Company. Review the following administrative procedures at a minimum and indicate findings on the Management Review and Physical Inspection Summary:

Tenant selection and orientation
Maintenance program
Security program
Organization and supervision
Training
Advertising and Affirmative Fair Marketing
Tenant programs and services
Physical inspection of units. The Compliance Monitoring Agent must inspect a Property’s units to determine if those units meet the HUD Uniform Physical Condition Standards and/or local and state codes. Management must provide notice pursuant to Section 83.53, Fla. Stat., to tenants for unit inspections.
Physical inspection includes:
Inspection of the buildings including unit features, Property amenities and the grounds (including landscaping) to identify any deferred maintenance and evaluate overall appearance and compliance with Land Use Restriction Agreement and/or Extended Use Agreement requirements and indicate findings on the Management Review and Physical Inspection Summary.

The number of units to be inspected:

# of set-aside units	# of units to be inspected:
set asides + other	
1-50	5 + 1 random	
51-200	8 + 2 random	
200+	10 + 2 random	
If applicable, in addition, the Compliance Monitoring Agent shall review the Real Estate Assessment Center (REAC) inspection report, and confirm that the

findings have been satisfactorily resolved.	Findings not resolved shall be indicated on the Management Review and Physical Inspection Summary.

Transmittal of Management Review and Physical Inspection Summary. The Compliance Monitoring Agent shall prepare and send the Management Review and Physical Inspection Summary to the Borrower, the Management Company representative, the onsite manager, Issuer and the Trustee and the servicer for the credit enhancer (if applicable). The Borrower shall acknowledge receipt of the Management Review and Physical Inspection Summary to the Compliance Monitoring Agent within ten (10) days from the date the Management Review and Physical Inspection Summary was mailed and respond in writing to the Compliance Monitoring Agent and Issuer within thirty (30) days of the date the Management Review and Physical Inspection Summary was mailed. The response must address all noted discrepancies and indicate the manner in which corrective action has been made. The Compliance Monitoring Agent shall review the response to determine whether all discrepancies have been satisfactorily corrected and follow up with the Borrower or Management Company representative until resolved.

If a response has not been received by the due date, the Compliance Monitoring Agent shall follow up with the Borrower or Management Company until the response is received.

Non-Compliance. At the request of Issuer, the Compliance Monitoring Agent shall inquire or investigate a non-compliance issue and notify Issuer of the findings. On a regular basis as defined by Issuer, the Compliance Monitoring Agent shall provide a report summarizing all non-compliance issues for the Property in their portfolios.
The Compliance Monitoring Agent shall notify the Borrower, with a copy to Issuer, of non-compliance noted as a result of a management review and physical inspection or Program Report. The notice shall provide the Borrower with a thirty (30) day cure period.
Close-Out Letters. The Compliance Monitoring Agent shall provide the Borrower and Issuer with a close-out letter when all discrepancies have been corrected satisfactorily, and provide a close-out letter at the time all MMRB discrepancies have been corrected, even if discrepancies remain outstanding for other programs.

Additional Miscellaneous Duties of the Compliance Monitoring Agent.

Daily availability to Borrower, Management Company personnel, and onsite staff to answer any questions concerning compliance.

Provide Issuer with a written monthly management review and physical inspection schedule seven (7) days prior to the 1st day of each month.

Any change in ownership and/or Management Company may require additional reviews.
Additional training to instruct Borrower and Management Company personnel on compliance requirements shall be conducted as deemed necessary by the Compliance Monitoring Agent or Issuer.
Participation in conducting regional training workshops for Borrower and Management Company personnel to ensure compliance with Federal laws and regulations, State laws, and Issuer rules concerning program requirements. Workshops are to be conducted at least quarterly.
EVENTS OF DEFAULT. Subject in all instances to the provisions of this Agreement, an Event of Default shall be deemed to have occurred hereunder if there shall occur any default or Event of Default under any of the other Loan Documents which is not cured within any applicable cure or notice period.

Notwithstanding the foregoing, notice of and opportunity to cure any Event of Default arising under the other Loan Documents shall be governed by the terms of such agreements, and no additional notices of or opportunity to cure any default under such agreements shall be required hereunder to complete the notice and cure procedures provided in such agreements.
Issuer and Compliance Monitoring Agent agree that any cure of any default made or tendered by the Investor Member shall be deemed to be a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower.
MISCELLANEOUS PROVISIONS:
No Waiver. Nothing herein shall be construed to waive or diminish any right or security of the Issuer or the Trustee under the Indenture, the Land Use Restriction Agreement and the Loan Agreement. It is the purpose and intent hereof to provide safeguards, protections and rights for the Issuer and the Trustee in addition to those provided in the Indenture and Loan Agreement.

Cumulative Remedies. The remedies provided herein shall be in addition to and not a substitution for the rights and remedies which would otherwise be vested under any Loan Document or in law or equity, all of which rights and remedies are specifically reserved. The remedies herein provided or otherwise available to the Issuer, the Trustee or the Compliance Monitoring Agent shall be cumulative and may be exercised separately or concurrently and as often as the occasion therefor may arise. The failure to exercise any of the remedies herein shall not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent use of any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to the Issuer, the

Trustee or the Compliance Monitoring Agent shall continue and be each and all available until all sums due by reason of the Indenture or the Security Instrument are paid in full and all obligations incurred by the Borrower in connection with the construction or operation of the Improvements have been fully discharged.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assigns. The Borrower may be released from obligations and agreements hereunder only by a written instrument of the Trustee and the Issuer specifically providing for such release. The Borrower shall be released from any and all liability hereunder, upon payment of the Loan in full and expiration of the Qualified Project Period.

Assignability. This Agreement shall not be assignable by the Borrower or Compliance Monitoring Agent without the prior written consent of the Issuer. If the Issuer approves an assignment hereof by the Borrower, the Trustee shall be entitled to make advances to such assignee and such advances shall be secured by the Loan Documents.
Governing Law. This Agreement shall be construed under the laws of the State of Florida, regardless of where it may have been executed or delivered.
Construction. Whereas this Agreement was negotiated with input from all parties hereto, this Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation.

Costs and Legal Fees. In the event that any party shall be required to enforce this Agreement and whether or not suit be brought, the prevailing parties shall be entitled to recover from the losing parties all reasonable legal fees and costs incurred in connection therewith, whether incurred in collection, at trial, on appeal, in bankruptcy or other similar proceedings affecting creditors' rights or otherwise.

Invalid Provisions. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby, nor shall such terms be invalid or unenforceable under other, dissimilar facts and circumstances.

Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning, content, or interpretation hereof.

Amendments. This Agreement shall not be amended or modified except by an amendment in writing, executed by all parties hereto in the same form as this Agreement. The Issuer reserves the right to amend this Agreement in the event additional monitoring or servicing duties are required to comply with federal or state laws and regulations.

Time of Essence. Time is of the essence of this Agreement.

Right to Publicize. The Issuer and the Compliance Monitoring Agent shall have the right to publicize their involvement in the financing of the Property and may require the Borrower to name the Issuer as its mortgage lender in all publicity releases and promotional materials issued in connection with the Property.

Dealings with the Compliance Monitoring Agent. The Compliance Monitoring Agent shall be protected and shall incur no liability in acting or proceeding in good faith upon resolution, notice, telegram, consent, waiver, certificate, affidavit, voucher, bond, title insurance commitment or policy or endorsement thereto or other paper or document which it shall in good faith reasonably believe (i) to be genuine and, (ii) to have been passed or prepared and furnished pursuant to the provisions of the Indenture, the Land Use Restriction Agreement, the Security Instrument or the Indenture, and the Compliance Monitoring Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements unless the instrument on its face reasonably indicated that the Compliance Monitoring Agent should inquire further or unless the Compliance Monitoring Agent has actual knowledge or information which reasonably should cause the Compliance Monitoring Agent to inquire further. The Compliance Monitoring Agent shall not be held liable under this Agreement except for its own negligence or willful misconduct or gross negligence. The Borrower shall indemnify and hold the Compliance Monitoring Agent harmless from any claim, action or liability of any kind or character whatsoever arising from or in any way related to acts or omissions of the Borrower or any of its agents, employees, consultants, counsel, or independent contractors. This paragraph shall in no way be construed to relieve the Compliance Monitoring Agent of the normal and usual duties of a reasonably prudent loan servicer or monitoring agent.

Terms. Wherever used herein, the terms utilized shall include masculine, feminine, neuter, singular and/or plural, as the context admits or requires.

Conflicts. Notwithstanding anything herein to the contrary, the terms and conditions of the Loan Agreement, the Indenture and the Security Instrument shall govern, control and prevail, in the event of any conflict between the terms and conditions hereof and those contained in the Loan agreement, the Indenture and the Security Instrument.

Non-Recourse. The non-recourse provisions of Section 4.06 of the Indenture and Section 9.03 of the Loan Agreement are incorporated herein.

REMEDIES. Subject to the applicable terms, conditions and restrictions set forth in the Land Use Restriction Agreement, upon the occurrence of any Event of Default which is not cured within the applicable cure period, the Issuer (or the Trustee or the Compliance Monitoring Agent at the written direction of the Issuer), shall be entitled to seek specific performance hereof against the Borrower, and/or in addition to any other right or remedy available to it in law or equity. It is specifically agreed by the Borrower that a violation of this Agreement or the Land Use Restriction Agreement could cause harm for which no damages could be calculated, therefore

entitling the Issuer to immediate equitable relief, including without limitation a temporary restraining order or mandatory injunction without notice.

NOTICES.  Any notice required to be given hereunder shall be given by personal delivery, by registered U.S. mail or by expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt of sent by registered U.S. Mail.

The Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: (407) 841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800
Trustee:	The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust Department Email: Lori.Cardey@bny.com Telephone: (904)645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 32022 Attention: Timothy J. Bramwell, Esq. Telephone: (904) 798-3700
Email: Tim.bramwell@akerman.com

Borrower:	EC Crestwood, LLC
c/o Envolve Communities, LLC 880 Montclair Road, Suite 650
Birmingham, Alabama 35213 Attention: Major Lee
Email: major.lee@envolvellc.com Telephone: (334) 322-9081

with a copy to:	Balch & Bingham LLP
445 Dexter Avenue, Suite 8000
Montgomery, Alabama 36104 Attention: Walter McKay, Esq. Email: wmckay@balch.com Telephone (334) 269-3140
Borrowers Investor
Limited Partner:	Hunt Capital Partners, LLC
15910 Ventura Blvd., Suite 1100
Encino, California 91436 Attention: Jeffrey N. Weiss
Email: jeff.weiss@huntcompanies.com Telephone: (818) 380-6131

with a copy to:	Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001 Attention: Matt Mullen
Email: mmullen@nixonpeabody.com Telephone: (202) 585-8128
Compliance Monitoring	Seltzer Management Group, Inc.
Agent:	17633 Ashley Drive, Building A Panama City Beach, Florida 32413 Attention: Josh Scribner
Phone: (850) 233-3616
Email: josh@seltzermanagement.com

Any party may change said address by giving the other parties hereto notice of such change of address in accordance with the foregoing provisions. Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Agreement and the Land Use Restriction Agreement.
SURVIVAL. The parties agree that this Agreement shall survive the termination of the Indenture, the payment of the Loan and the payment, redemption and/or defeasance of the Bond for the purpose of monitoring compliance with the Land Use Restriction Agreement and all covenants and agreements relating to the preservation of exclusion from gross income of interest on the Bonds for purposes of federal income taxation
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement among the Issuer, the Compliance Monitoring Agent, the Trustee and the Borrower as to the subject matter hereof, and all prior agreements, negotiations and understandings with respect thereto are merged into and superseded by this Agreement.

[SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE OF THE BORROWER FOR
COMPLIANCE MONITORING AGREEMENT
Crestwood Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

EC CRESTWOOD, LLC, a Florida limited liability company
By:	EC Crestwood MM, LLC, a Florida limited liability company, its Managing Member

By:	LRC GP, LLC, a Delaware limited liability company its sole Member
By:	Envolve Communities, LLC, a Delaware limited liability company, its sole member

By:		 Ty Tyson,
Chief Investment Officer

COUNTERPART SIGNATURE PAGE
OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY FOR COMPLIANCE MONITORING AGREEMENT
Crestwood Apartments
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

COUNTERPART SIGNATURE PAGE OF COMPLIANCE MONITORING AGENT FOR COMPLIANCE MONITORING AGREEMENT
Crestwood Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.
SELTZER MANAGEMENT GROUP, INC.,
a Florida corporation

By:		 Josh Scribner, Vice-President

COUNTERPART SIGNATURE PAGE OF TRUSTEE FOR
COMPLIANCE MONITORING AGREEMENT
Crestwood Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:		 Stephanie A. Greene-Matthews,
Vice President

EXHIBIT “A”

LEGAL DESCRIPTION

Crestwood Apartments

Section N

Osceola County Housing Finance Authority
Credit Underwriting Report

Crestwood Apartments
Tax Exempt Multifamily Revenue Bond Section A Report Summary
Section B HC Allocation Recommendation and Contingencies Section C Supporting Information and Schedules

Prepared by
Seltzer Management Group, Inc.
Revised Final Report January 16, 2026

SMG

CRESTWOOD APARTMENTS

TABLE OF CONTENTS

Report Summary

Section A

Page

  Recommendation	A1
  Set-Asides and 15 Year Pro Forma	A2-A3
 Sources Overview	A4-A8
  Changes from Application and Additional Information	A9-A10
 Uses of Funds	A11-A15

Section B

HC Allocation Recommendation and Contingencies	B1-B5

Section C

Supporting Information and Schedules
  Additional Development and Third-Party Supplemental Information	C1-C4
 Applicant and Related Party Information	C5-C7

	Exhibits		
HC Allocation Calculation		1	1-3	
Features and Amenities		2	1-2	
Underwriting Acronyms		3	1-2	

SMG

Section A Report Summary

MMRB CREDIT UN DERWRITING REPORT	SMG

Recommendation
Seltzer Management Group, Inc. (“SMG” or “Seltzer” or “Servicer”) recommends that the Osceola County Housing Finance Authority (“OCHFA” or “Authority”) issue Multifamily Mortgage Revenue Bond (“MMRB”) in an amount of $26,000,000 for the acquisition and rehabilitation of Crestwood Apartments (“Development”) to EC Crestwood, LLC (“Applicant”). This recommendation is only valid for six months from the date of the report.

DEVELOPMENT & SET-ASIDES

Development Name:

 Crestwood Apartments	

Address:  3121 Crestwood Circle	

City:

 St. Cloud	

Zip Code:  34769	County:  Osceola	 County Size:

 Large	

Development Category:

	Acquisition and Rehabilitation	 Development Type: 	Garden Apartments	

Construction Type:

	Wood Frame	

Number of Stories: 	2	

Demographic Commitment:
Primary:  Family	 for  100%  of the Units Unit Composition:
# of ELI Units: 	0		ELI Units Are Restricted to 	AMI, or less.	Min % of Units @ ELI: 	N/A	

# of Link Units: 	0	 # of NHTF Units: 	0	

# of Preference units: 	0	 # of units w/ PBRA? 	0	

IRS Minimum Set-Aside Commitment:   40/60  TSP Approval Date: 	

Buildings:	Residential - Parking:	Parking Spaces -

28

	443	

Non-Residential - 		2	 Accessible Spaces - 	26	

DDA:  No  SADDA:   No	 QCT:   No	 Multi-Phase Boost:   No	 QAP Boost:   No	 QAP Type: 	

Site Acreage: 	15.62	

Density: 	13.8258	

Flood Zone Designation: 	X	

Zoning: 	R4 - Multi Family Residential		Flood Insurance Required?: 	No	

Prepared by: Barbara Smith, Credit Underwriter

Reviewed by: Josh Scribner, Senior Vice President

MMRB CREDIT UN DERWRITING REPORT	SMG

Program	% of Units	# of Units	% AMI	Term (Years)	
MMRB	100.0%	216	60%	99	
HC-4%	100.0%	216	60%	30	
Existing HC - 4%	100.0%	216	60%	20	

Set Asides:

The Applicant plans to apply for the 100% Ad Valorem Property Tax Exemption under Section 196.1978(4), Florida Statutes, which requires a ninety-nine (99) year total compliance period under a Land Use Restriction Agreement (“LURA”). Therefore, after the initial 30-year Compliance Period required by the RFA (“Compliance Period”) expires, all MMRB set-aside units within the Development shall be rented to households who shall have a household income less than or equal to one hundred and twenty percent (120%) of the Area Median Income (“AMI”) for a period of sixty-nine (69) years (“Ad Valorem Compliance Period”). The Ad Valorem Compliance Period, together with the Compliance Period, shall have a term of ninety-nine (99) years (the “Total Compliance Period”), which will be defined under the MMRB LURA. The Applicant will be responsible for compliance monitoring fees for the Total Compliance Period, which is to be paid to the Servicer.
A rent roll for the Development property is illustrated in the following table: Osceola County (Orlando-Kissimmee-Sanford MSA)

Bed Rooms	
Bath Rooms	

Units	

Square Feet	

AMI%	Low HOME
Rents	High HOME
Rents	
Gross HC Rent	
Utility Allow.	Net Restricte d Rents	PBRA
Contr Rents	
Applicant Rents	
Apprais er Rents	

CU Rents	
Annual Rental Income	
1	1.0	72	725	60%			$1,185	$138	$1,047		$1,047	$1,047	$1,047	$904,608	
2	1.0	72	840	60%			$1,423	$166	$1,257		$1,257	$1,257	$1,257	$1,086,048	
2	2.0	56	925	60%			$1,423	$166	$1,257		$1,257	$1,257	$1,257	$844,704	
3	2.0	16	1,080	60%			$1,644	$212	$1,432		$1,432	$1,432	$1,432	$274,944	
		216	181,760											3,110,304	

15 - YEAR OPERATING PRO FORMA	SMG

FINANCIAL COSTS:	Year 1	Year 1
Per Unit	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Year 11	Year 12	Year 13	Year 14	Year 15	
OPERATING PRO FORMA																	
INCOME:	Gros s Potential Rental Income	$3,110,304	$14,400	$3,172,510	$3,235,960	$3,300,679	$3,366,693	$3,434,027	$3,502,707	$3,572,762	$3,644,217	$3,717,101	$3,791,443	$3,867,272	$3,944,618	$4,023,510	$4,103,980	
	Other Income: (1.94%)																	
	Mis cellaneous	$60,248	$279	$61,453	$62,682	$63,936	$65,214	$66,519	$67,849	$69,206	$70,590	$72,002	$73,442	$74,911	$76,409	$77,937	$79,496	
	Gros s Potential Income	$3,170,552	$14,678	$3,233,963	$3,298,642	$3,364,615	$3,431,907	$3,500,546	$3,570,557	$3,641,968	$3,714,807	$3,789,103	$3,864,885	$3,942,183	$4,021,027	$4,101,447	$4,183,476	
	Les s:																	
	Physica l Vac. Los s	Percenta ge:  4.00%	$126,822	$587	$129,359	$131,946	$134,585	$137,276	$140,022	$142,822	$145,679	$148,592	$151,564	$154,595	$157,687	$160,841	$164,058	$167,339	
	Colle ction Los s	Percenta ge:  1.00%	$31,706	$147	$32,340	$32,986	$33,646	$34,319	$35,005	$35,706	$36,420	$37,148	$37,891	$38,649	$39,422	$40,210	$41,014	$41,835	
Total Effective Gross Income	$3,012,024	$13,945	$3,072,265	$3,133,710	$3,196,384	$3,260,312	$3,325,518	$3,392,029	$3,459,869	$3,529,067	$3,599,648	$3,671,641	$3,745,074	$3,819,975	$3,896,375	$3,974,302	
Annua l Es calation Rate (Income):  2.00%																	
EXPENSES:	Fixed:																	
	Real Es tate Taxes	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	
	Insurance	$259,200	$1,200	$266,976	$274,985	$283,235	$291,732	$300,484	$309,498	$318,783	$328,347	$338,197	$348,343	$358,793	$369,557	$380,644	$392,063	
	Variable :																	
	Management Fee	Percenta ge:  4.00%	$120,481	$558	$122,891	$125,348	$127,855	$130,412	$133,021	$135,681	$138,395	$141,163	$143,986	$146,866	$149,803	$152,799	$155,855	$158,972	
	Genera l and Administrative	$103,794	$481	$106,908	$110,115	$113,419	$116,821	$120,326	$123,935	$127,654	$131,483	$135,428	$139,490	$143,675	$147,985	$152,425	$156,998	
	Payroll Expens es	$311,200	$1,441	$320,536	$330,152	$340,057	$350,258	$360,766	$371,589	$382,737	$394,219	$406,045	$418,227	$430,774	$443,697	$457,008	$470,718	
	Utilities	$43,200	$200	$44,496	$45,831	$47,206	$48,622	$50,081	$51,583	$53,131	$54,724	$56,366	$58,057	$59,799	$61,593	$63,441	$65,344	
	Maintena nce and Repa irs /Pes t Control	$172,800	$800	$177,984	$183,324	$188,823	$194,488	$200,323	$206,332	$212,522	$218,898	$225,465	$232,229	$239,196	$246,371	$253,763	$261,376	
	Res erve for Replacements	$75,600	$350	$77,868	$80,204	$82,610	$85,088	$87,641	$90,270	$92,978	$95,768	$98,641	$101,600	$104,648	$107,788	$111,021	$114,352	
Total Expenses	$1,086,275	$5,029	$1,117,658	$1,149,959	$1,183,205	$1,217,422	$1,252,641	$1,288,890	$1,326,200	$1,364,602	$1,404,128	$1,444,812	$1,486,688	$1,529,790	$1,574,156	$1,619,822	
Annual Escalation Ra te (Expenses ):  3.00%																	
Net Operating Income	$1,925,749	$8,916	$1,954,606	$1,983,751	$2,013,180	$2,042,890	$2,072,878	$2,103,139	$2,133,670	$2,164,465	$2,195,520	$2,226,829	$2,258,386	$2,290,185	$2,322,219	$2,354,480	
Debt Service Payments																	
Firs t Mortga ge - OCHFA MMRN / Grandbridge Fre	$1,637,899	$7,583	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	$1,637,899	
Second Mortgage - Seller Note	$743,750	$3,443	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	$743,750	
All Other Mortgages -	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	
Firs t Mortga ge Fees - OCHFA MMRN /	$34,383	$159	$34,379	$34,369	$34,354	$34,334	$34,306	$34,272	$34,230	$34,180	$34,121	$34,052	$33,973	$33,883	$33,780	$33,665	
Second Mortgage Fees - Seller Note	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	
All Other Mortgages Fees -	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0	
Total Debt Service Pa yments	$2,416,032	$11,185	$2,416,028	$2,416,018	$2,416,003	$2,415,982	$2,415,955	$2,415,921	$2,415,879	$2,415,829	$2,415,769	$2,415,701	$2,415,622	$2,415,531	$2,415,429	$2,415,314	
Ca sh Flow a fter Debt Service	($490,283)	($2,270)	($461,421)	($432,267)	($402,823)	($373,092)	($343,077)	($312,782)	($282,209)	($251,363)	($220,250)	($188,872)	($157,236)	($125,346)	($93,210)	($60,833)	
Debt Service Coverage Ratios																	
DSC - First Mortgage plus Fee s	1.152x		1.17x	1.19x	1.20x	1.22x	1.24x	1.26x	1.28x	1.29x	1.31x	1.33x	1.35x	1.37x	1.39x	1.41x	
DSC - Second Mortgage plus Fees	0.797x		0.81x	0.82x	0.83x	0.85x	0.86x	0.87x	0.88x	0.90x	0.91x	0.92x	0.93x	0.95x	0.96x	0.97x	
DSC - All Mortgages a nd Fees	0.797x		0.81x	0.82x	0.83x	0.85x	0.86x	0.87x	0.88x	0.90x	0.91x	0.92x	0.93x	0.95x	0.96x	0.97x	
Financial Ratios																	
Operating Expens e Ratio	36.06%		36.38%	36.70%	37.02%	37.34%	37.67%	38.00%	38.33%	38.67%	39.01%	39.35%	39.70%	40.05%	40.40%	40.76%	
Break-even Econ Occup Ratio (a ll debt)	110.66%		109.47%	108.30%	107.17%	106.07%	105.00%	103.96%	102.95%	101.97%	101.01%	100.09%	99.19%	98.32%	97.47%	96.65%	
Break-even Econ Occup Ratio (mus t pay debt)	87.21%		86.47%	85.76%	85.07%	84.40%	83.75%	83.13%	82.53%	81.95%	81.38%	80.84%	80.32%	79.82%	79.34%	78.88%	

CRESTWOOD APARTM ENTS	PAGE A- 3
JANUARY 16 , 2026

MMRB CREDIT UN DERWRITING REPORT	SMG

Notes to the 15 Year Operating Pro Forma and Ratios:
MMRB does not impose rent restrictions; however, this Development will be utilizing Housing Credits (“HC”), which will impose rent restrictions. Under the MMRB and HC programs, the Development will set aside 100% of its total units (216 units) at or below 60% of the Area Median Income (“AMI”). Utility Allowances are based on the U.S. Department of Housing and Urban Development Utility Allowance Schedule for Osceola County (Effective 10/01/2024).
Miscellaneous income includes late rent fees, damages and cleaning fees, and other miscellaneous fees.
The Appraiser’s estimates a physical occupancy of 97% and an economic occupancy of 96%. Seltzer utilized a physical vacancy of 4.00% and a 1.00% collection loss, which is more conservative than the Appraiser.
Real estate tax expense is based on the Applicant’s estimate and plan to apply for the 100% Ad Valorem Property Tax Exemption passed under Section 196.1978(4), Florida Statutes. Beginning in 2026, the property must apply to the Escambia County Property Appraiser by March 1st of the tax year. Applying for this exemption requires a 99-year Total Compliance Period with annual certifications. If the property fails to provide affordable housing under the agreement before the end of the agreement term, there will be a penalty equal to 100% of the total amount financed by Florida Housing multiplied by each year remaining in the agreement. The lenders/parties involved in the transaction, confirmed their approval of the terms of the Ad Valorem Property Tax Exemption.
The Applicant submitted a fully executed Management Agreement (“Agreement”), between the Applicant and Envolve Community Management, LLC (“ECM”) with an Effective Date of February 1, 2026. The Agreement provides an initial period of one year from the Effective Date and will automatically renew at the end of each term for one year unless terminated in accordance with the Agreement. Applicant shall pay ECM a monthly management fee equal to 4% of the gross receipts collected from the current month.
Replacement Reserves of $350 per unit per annum are equal to transaction specific Hunt Capital Partners (“HCP”) requirements and consistent with the conclusions of the PCA after consideration of the planned rehabilitation, meeting the requirements of Rule Chapter 67-21 (“Rule”), Florida Administrative Code. HCP requires the reserve to escalate 3% every year.
The DSC for the permanent MMRN reflects a ratio of 1.152x to 1.00.
To ensure that the MMRN meets or exceeds a minimum DSC ratio of at least 1.10x to 1.00 based on the net operating income (“NOI”) and the permanent first mortgage loan amount assumptions of this Recommendation, the permanent first mortgage loan interest rate may not exceed 6.35%. Following rate lock of the permanent first mortgage, Seltzer will review and confirm that DSC meets or exceeds the minimum required DSC ratio at the loan amounts reflected in the Permanent Financing Information above, or if a reduction in the permanent first mortgage loan amount is necessary. The confirmation of such is a condition to close.
Other operating expense estimates are based on historical data of the Development and are supported by the appraisal.
Rental income increases at an annual rate of 2% and expenses increasing at an annual rate of 3%.

MMRB CREDIT UN DERWRITING REPORT	SMG

Overview
Construction Financing Information:

CONSTRUCTION FINANCING INFORMATION		
	1st Source	2nd Source	3rd Source	4th Source	5th Source	6th Source	7th Source	8th Source	Totals		
Lien Position	First	First	Second	NA	NA	NA	NA	NA	Totals		
Source	Loca l HFA Bond	Reg. Mtg Lender	Seller Financing	Other	Net Op. Income	Op. Deficit Res .	HC Equity	Def. Dev. Fee		Ca s h Colla tera l	

Lender/Grantor	
OCHFA MMRB / M1	
M1 Taxable Tail Bridge	

Seller Note	
Reinvestment Earnings	

NOI	
Deferred Reserves	Hunt Capital Partners, LLC ("HCP") or it's
designee	

Developer		

$26,000,000	
Construction Amount	$26,000,000	$7,000,000	$17,500,000	$1,630,056	$2,166,468	$1,368,362	$3,836,135	$6,371,050	$65,872,071		
All In Interest Rate	3.15%	7.50%	4.25%							7.50%	
Debt Service During	$2,317,250	$623,875	$883,823						$3,824,948		
Bond Structure (if applicable)	Public Offering	N/A	N/A								
Bond Structure
The Applicant applied for up to $26,000,000 in Tax-Exempt MMRB to be issued by OCHFA for the acquisition and rehabilitation of the Development.
The MMRB will be underwritten by Stifel, Nicolaus & Company, Inc. (“Stifel”) and marketed through a single series Public Offering. The Applicant will pay a fixed rate of interest on the MMRB, which is estimated to be 3.15% based on current market conditions as of December 23, 2025 and assuming an initial mandatory tender date with a term of up to 30 months. Seltzer anticipates an approximate 22-month construction stabilization period. Investment income derived from the collateral fund is estimated by Stifel to be invested into U.S. Treasury Obligations, with a return of approximately 3.50% and expected to offset the MMRB interest.
The construction loan will close simultaneously with the MMRB transaction. At that time, it is anticipated that OCHFA will issue the Tax-Exempt MMRB proceeds, which will be held by The Bank of New York Mellon Trust Company, N.A. (“Trustee”) in a Project Fund and disbursed in accordance with the Trust Indenture. Simultaneously, M1 will deliver the construction loan proceeds from time to time as cash collateral for the bonds to the Trustee, to be held in the same Collateral Fund to allow the Trustee to disburse an equal amount of MMRB proceeds from the Project Fund. The principal and interest of the MMRB will be secured by cash or permitted investments until fully repaid. Upon completion of construction and conversion to the permanent phase, the MMRB will be subject to mandatory tender. Grandbridge Real Estate Capital LLC (“Grandbridge”) will provide permanent financing under the Federal Home Loan Mortgage (“Freddie Mac”) Tax-Exempt Loan (“TEL”) Program.
The annual OCHFA Issuer Fee of 20 basis points and the annual Trustee Fee of $4,500 during construction have been included in the Uses Section of this report.
First Mortgage Loan and Taxable Tail
The Applicant also provided a term sheet from M1 dated December 23, 2025, outlining a taxable construction loan of up to $33,000,000. The construction phase loan term is expected to be 30 months with interest-only payments due monthly and principal due at maturity. The construction loan will have a fixed interest rate of 7.50%. There is a commitment fee equal to 1.00%.
See the Permanent Financing Section below for the Seller’s Note details. Other Construction Sources of Funds:
Other funding sources include Reinvestment Proceeds, Net Operating Income (“NOI”), Deferred Reserves, HC Equity and deferred Developer Fees. See Permanent Financing Section below for details.

MMRB CREDIT UN DERWRITING REPORT	SMG

Permanent Financing Information:

PERMANENT FINANCING INFORMATION	
	1st Source	2nd Source	3rd Source	4th Source	5th Source	6th Source	Totals	
Lien Position	First	Second	NA	NA	NA	NA	Totals	
Source	
Loca l HFA Note	
Seller Fina ncing	
Other	
Net Op. Income	
HC Equity	
Def. Dev. Fee		

Lender/Grantor	
OCHFA MMRN
/ Grandbridge Freddie TEL	

Seller Note	

Reinvestment Earnings	

NOI	

HCP	

Developer		
Permanent Amount	$24,870,000	$17,500,000	$1,630,056	$2,166,468	$19,180,675	$524,872	$65,872,071	
Permanent Funding Per Unit	$115,139	$81,019	$7,547	$10,030	$88,799	$2,430	$304,963	
% of Permanent Funding	37.8%	26.6%	2.5%	3.3%	29.1%	0.8%	100.0%	
Underwritten Interest Rate	5.98%	4.25%	0.00%	0.00%	0.00%	0.00%		
Loan Term	15	15						
Amortization	40	N/A						
Must Pay or Cash Flow Dependent	Must-Pay	Cash Flow						
Permanent Debt Service, No Fees	$1,637,899	$743,750					$2,381,649	
Permanent Debt Service, with Fees	$1,672,282						$1,672,282	
Debt Service Coverage, with Fees	1.15x	0.80x						
Operating Deficit & Debt Service
Reserves	
1,368,362							
# of Months covered by the
Reserves	15.1							
Market Rate/Market Financing LTV	64%	109%						
Restricted Market Financing LTV	70%	120%						
Restricted Favorable Financing LTV								
Loan to Cost - Cumulative	37.8%	64.3%						
Tax Exempt Permanent Loan:
Applicant provided a financing Proposal from Grandbridge Real Estate Capital (“Grandbridge”) dated December 23, 2025, for permanent financing for the Development. Upon satisfaction of the conditions for conversion, the MMRB will be converted to/exchanged for a Tax-Exempt Governmental Note whereby Grandbridge will provide a funding loan to OCHFA pursuant to the Federal Home Loan Mortgage (“Freddie Mac”) TEL Program in the amount of up to $24,870,000. As of the date of the financing proposal, the loan amount was estimated by Grandbridge to be in the amount of $21,366,000, estimated by the Applicant to be $24,680,000 and estimated by Seltzer to be $24,870,000. Following rate lock of the permanent first mortgage, Seltzer will review and confirm that DSC meets or exceeds the minimum required DSC ratio at the loan amounts reflected in the Permanent Financing Information above, or if a reduction in the permanent first mortgage loan amount is necessary. The confirmation of such is a condition to close.
Grandbridge permits an upsizing and/or downsizing of the projected permanent loan principal pursuant to their stabilization test. Any increase to the permanent first mortgage amount as recommended at closing is subject to a positive recommendation from Seltzer and approval from OCHFA, in accordance with the loan documents.
Loan interest will be based on a fixed rate locked at construction loan closing equal to the 10-year Treasury Index, subject to a floor of 3.52%, plus an estimated spread of 1.84%. As of December 30, 2025, the 10-year Treasury Index was 4.14% resulting in an all-in interest rate of 5.98%. The loan will have a term of 15-years after conversion to permanent financing. Upon conversion, the loan will require monthly principal and interest payments, fully amortized over a 40-year schedule. Grandbridge charges a loan origination fee of 1.00% of the loan amount.
Annual payments of all applicable fees will be required and are included in the debt service coverage ratio. Fees include Annual Compliance Monitoring Fee based on a monthly base fee of $193 and an additional fee per set-aside unit of $11.89, subject to a minimum of $303 per month; and an annual Fiscal Agent Fee of $4,500 and an annual Issuer Fee based on 10 basis points (0.10%) on the outstanding MMRB balance. Other fees include a $15,000 Origination Fee and a $5,000 Closing Fee due at MMRB closing.

MMRB CREDIT UN DERWRITING REPORT	SMG

At maturity, the Applicant may satisfy the Note via refinancing or sale of the Development pending market feasibility. In the event the Applicant is unable to refinance or sell the Development, then an event of default would not be triggered under the loan documents. Instead, a “Mortgage Assignment Event” would occur whereby Freddie Mac agrees to cancel the Note in exchange for an assignment, by the Fiscal Agent, of the mortgage and all other related documents and accounts. The Fiscal Agent would cancel the Note and discharge the lien of the Funding Loan Agreement. The Fiscal Agent would assign the mortgage loan and any other related documents and collateral to Freddie Mac, effectively ending the tax-exempt financing provided by OCHFA. Under this scenario, the Note will have been redeemed/cancelled not by payment of cash but by the assignment of the mortgage loan documents; therefore, there is no default. As the new direct mortgagee, Freddie Mac would then be in a position to work with the Applicant to arrive at a resolution without involvement of either OCHFA or the Fiscal Agent (as the Note would have been cancelled and would no longer be outstanding).
Seller Note:
Applicant provided an Amended and Restated Junior Promissory Note, dated March 1, 2026, in the amount of $17,500,000 for construction and permanent financing. The loan is non-amortizing with a 4.25% interest rate over an 18-year term, of which 30-months is the construction and stabilization period. Payments of principal and interest will be due and are subject to 75% of available cash flow as required by Freddie Mac. All remaining principal and interest shall be due and payable in full upon the maturity date of the loan.
Bond Reinvestment Interest:
Seltzer has adopted the Applicant’s calculated bond interest expense of $1,630,056 as the corresponding source, as the transaction does not permit positive arbitrage. Stifel estimates a fixed bond interest rate of 3.15% and a reinvestment rate of 3.50%; therefore, no negative arbitrage is anticipated.
Housing Credits Equity Investment:
The Applicant will apply to Florida Housing Finance Corporation (“FHFC”) to receive 4% HC directly from the United States Treasury in conjunction with MMRB financing. Based upon a Letter of Intent (“LOI”), dated December 23, 2025, HCP or an affiliate, will purchase a total of 99.99% interest in the Applicant. Per subsequent email correspondence from dated January 13, 2026, HCP intends to provide equity contributions as follows:

Capital Contributions	Amount	Percentag
e of Total	When Due	
1st Installment	$2,877,101	15.00%	Closing	
2nd Installment	$959,034	5.00%	Later of: 75% l ien free completion or April 1, 2027	
3rd Installment	$2,877,101	15.00%	Later of: 100% lien free completion or August 1, 2027	
4th Installment	$11,949,561	62.30%	Later of: Final Cost Certification or November 1, 2027	
5th Installment	$517,878	2.70%	Later of: 8609s or January 1, 2028	
Total	$19,180,675	100.00%		

Syndicator Name Date of LOI
Total Credits Per Syndication Agreement:

Hunt Capital Partners, LLC ("HCP") or it's designee 12/23/2025
$22,570,014

Annual Credits Per Syndication Agreement: $2,257,001

Calculated HC Exchange Rate:	$0.850	
Limited Partner Ownership Percentage:	99.98%	
Proceeds Available During Construction:	$3,836,135	
Annual Credits - Qualified in CUR:	$2,307,107	

MMRB CREDIT UN DERWRITING REPORT	SMG

Deferred Developer Fee:
In order to balance the sources and uses of funds after all loan proceeds, Reinvestment Proceeds, and available cash flow have been received, the Developer will have to defer $524,872 or 6% of total Developer Fee. Seltzer estimates $810,794.91 of Developer Fee will be available at closing.

MMRB CREDIT UN DERWRITING REPORT	SMG

Changes from the Application:

Total Development Costs have increased by $21,494,871 from $44,377,200 to $65,872,071 since the Application primarily due to increases in all development categories and the purchase price.
The purchase price increased by $13,800,000 from $20,500,000 to $34,300,000.
The Application included a commitment for permanent financing from Bellwether Enterprise Real Estate Capital in the amount of $20,860,000. Subsequently the Applicant provided a Grandbridge Real Estate Capital, LLC term sheet reflecting permanent financing in an amount of up to
$24,870,000.
The Application included a LOI for HC equity from Enterprise Community Investment, Inc. in the amount $0.85 per dollar of tax credit allocations and total equity of $15,005,272. Subsequently, the Applicant provided a LOI from Hunt Capital Partners, LLC reflecting an amount of $0.85 per dollar of tax credit allocation and total equity of $18,837,374.
Subsequent to the Application, the following sources were added:
Construction Period Only
Taxable Tail in the amount of $7,000,000
Deferred Reserves in the amount of $1,368,362
Construction and Permanent Period:
Bond Collateral Investment Revenue in the amount of $1,630,056;
Junior Promissory Note/Seller’s Note in the amount of $17,500,000;
Net Operating Income (“NOI”) in the amount of $2,166,468
The above changes have no material impact to the MMRB recommendation for the Development. Strengths:
Although the Applicant, General Partner and Developer entities are newly formed, the principals of the General Partner and Developer, along with the General Contractor and Management Company, have sufficient experience and financial resources to develop and operate the Development.
Issues and Concerns: None Mitigating /Circumstances: None Waiver Requests:
The Applicant is requesting to change the Principal Disclosure provided at the time of the Application to that utilized within this Recommendation. OCHFA approval is a condition to close
The Applicant states there was an inadvertent scrivener’s error in the OCHFA Application where two boxes were checked in the section concerning in-unit laundry. According to the Applicant, the intent was to indicate that each multifamily unit will be equipped with laundry hookups and sufficient space for a full-size washer and dryer. The Applicant will not be providing the actual appliances in each unit, as the property already has a dedicated on-site laundry facility. According to the Applicant, even with the removal of the mistakenly selected three-point item, the Applicant’s commitments still total 12 points, double the six points required. OCHFA approval of this waiver to the Application is a condition to close.

MMRB CREDIT UN DERWRITING REPORT	SMG

The OCHFA Application stated new bath tubs would be provided. The Applicant states existing enamel-coated steel bathtubs will be retained due to their good condition and superior durability versus new fiberglass. According to the Applicant, all other bathroom components will be fully renovated, including fixtures, flooring, toilets, sinks (where applicable), lighting, ventilation, and finishes, bringing bathrooms up to current standards. OCHFA approval of this waiver to the Application is a condition to close.
The OCHFA Application stated new double compartment sinks would be provided. The Applicant states the property already has double-compartment sinks. Existing sinks will be retained in units not receiving new countertops to avoid damaging countertops during replacement. Units receiving new countertops (ADA units and units with damaged or chipped countertops) will receive new, code-compliant double-bowl sinks. OCHFA approval of this waiver to the Application is a condition to close.
Additional Information:
The View at Oglethorpe – Savannah, GA: In 2020, a wrongful death lawsuit was filed seeking $100 million in damages. According to representatives of the development team, this is being defended and indemnified by the property owner’s insurance pursuant to the applicable policies. The matter remains ongoing, and no settlement or judgment has been reached. There has been no admission of liability.
The Applicant and the Seller, EC Crestwood, LLC, are affiliated entities.
The rehabilitation will be performed primarily with tenants in place with an uninterrupted revenue stream but may require some temporary dislocations. Costs for any tenant dislocations are included in the development budget.
The Development is subject to an existing Extended Low-Income Housing Agreement (“ELIHA”), dated August 24, 2011, requiring all units to be set-aside for tenants earning 60% or less of the AMI, and will remain in effect until December 31, 2026.
Other Considerations: None

MMRB CREDIT UN DERWRITING REPORT	SMG

Uses of Funds

CONSTRUCTION COSTS:	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Demolition				$0		
Off-Site Work				$0		
Recreational Amenities	$85,000			$0		
Rehab of Existing Common Areas	$2,925,000	$12,031,641	$140,180.96	$649		
Rehab of Existing Rental Units	$5,974,000		$9,637,478.55	$44,618		
Site Work	$428,000		$528,149.45	$2,445	$26,407	
Hard Cost Contingency - in Constr. Cont.				$0		
Constr. Contr. Costs subject to GC Fee	$9,412,000	$12,031,641	$10,305,808.96	$47,712	$26,407	
General Conditions (6.0%)	$1,293,320		$618,348.54	$2,863		
Overhead (2.0%)			$206,116.17	$954		
Profit (6.0%)			$618,348.54	$2,863		
Builder's Risk Insurance				$0		
General Liability Insurance				$0		
Payment and Performance Bonds			$146,800.00	$680		
Contract Costs not subject to GC Fee			$85,000.00	$394		
Total Construction Contract/Costs	$10,705,320	$12,031,641	$11,980,422.21	$55,465	$26,407	
Hard Cost Contingency (10.0%)	$1,080,000	$1,203,164	$1,203,164.00	$5,570		
FF&E paid outside Constr. Contr.		$10,000	$10,000.00	$46		
Other:				$0		
Total Construction Costs:	$11,785,320	$13,244,805	$13,193,586.21	$61,081	$26,407	
Notes to Construction Costs:
The Applicant has provided an executed Construction Contract between Owner and Contractor, Whitestone Construction Group, LLC (“Whitestone” or “GC”), dated December 11, 2025, where the basis of payment is the Cost of the Work plus a Fee with a not to exceed amount of $11,980,422.21 (“GC Contract” or “GMP”). The GMP states that retainage of ten percent (10%) shall be withheld on all draws until 50% completion then reduced to five percent (5%) thereafter. According to the GMP, the GC may request retainage release at Substantial Completion in accordance with the contract terms.
Per Rule Chapters 67-21 and 67-48, the release of funds held by the servicer will occur pursuant to the loan agreement. Therefore, retainage will not be released until successful lien free completion of construction and issuance of all required Certificates of Occupancy.
The GMP specifies that the Date of Commencement of work will be a date set forth in a notice to proceed issued by the Owner and Substantial Completion will be no later 548 calendar days from the Date of Commencement.
The Schedule of Values includes the following allowances, which Moran determined were reasonable:

Allowances:		
Concrete Repairs	$325,999.03	
Asphalt Repairs	$85,666.42	
Landscaping	$35,000.00	
Sanitary Sewer	$37,000.00	
Dumpster Enclosures	$25,000.00	
Erosion Control	$19,484.00	
Total	$528,149.45	
Contract Costs Not Subject to GC Fee are the anticipated costs of permits.
Hard cost contingency is within the 15% allowed by the Rules and is not included in the GC Contract or SOV.

MMRB CREDIT UN DERWRITING REPORT	SMG

FF&E paid outside of Contract includes fitness equipment.
SMG received the General Contractor’s Certification of Requirements, whereby the General Contractor acknowledges and commits to adhere to all requirements related to a General Contractor as published within the Rule.
SMG engaged and received a Plan and Cost Analysis (“PCA”) from Moran Consultants, LLC (“Moran”). Complete results are set forth in Section C of this CUR.

GENERAL DEVELOPMENT COSTS:	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Accounting Fees	$10,000	$10,000	$10,000	$46	$5,000	
Appraisal	$15,000	$15,000	$7,500	$35		
Architect's Fees	$454,050	$316,100	$316,100	$1,463		
Builder's Risk Insurance				$0		
Building Permits	$85,000			$0		
Capital Needs Assessment/Rehab	$5,000	$25,000	$6,850	$32		
Engineering Fees				$0		
Environmental Report	$50,000	$50,000	$50,000	$231		
FHFC Administrative Fees		$203,129	$207,227	$959	$207,227	
FHFC Application Fee		$2,500	$3,000	$14	$3,000	
FHFC Compliance Fee	$169,055	$124,200	$177,487	$822	$177,487	
FHFC Credit Underwriting Fee		$15,000	$14,660	$68	$14,660	
FHFC Other Processing Fee(s)				$0	$0	
Green Building Cert. (LEED, FGBC, NAHB)	$20,000			$0		
Insurance	$566,127			$0		
Legal Fees - Organizational Costs	$165,000	$85,000	$85,000	$394	$42,500	
Lender Inspection Fees / Const Admin		$30,000	$30,000	$139		
Market Study	$15,000	$15,000	$2,000	$9	$2,000	
Plan and Cost Review Analysis			$5,450	$25		
Property Taxes				$0		
Survey	$20,000	$20,000	$20,000	$93	$5,000	
Tenant Relocation Costs	$60,000	$60,000	$60,000	$278		
Title Insurance and Recording Fees	$162,500	$162,500	$162,500	$752	$40,625	
Soft Cost Contingency (2.3%)	$30,000	$30,000	$30,000	$139		
Other: Due Dilligence & 3rd Party Reports	$169,055	$95,000	$120,628	$558		
Total General Development Costs:	$1,995,787	$1,258,429	$1,308,402	$6,057	$497,499	
Notes to the General Development Costs:
Architect’s Fees are based on the executed Contract for Services, dated February 19, 2025, between Envolve Communities and Architect, DNA Workshop.
The FHFC Administrative Fee is based on 9% of the recommended annual allocation of HC. The FHFC Application Fee is reflective of the application fee for 4% HC. The FHFC Compliance Fee is for future compliance monitoring fees based on the FHFC Compliance Fee model.
Legal Fees include Applicant legal fees associated with the acquisition and financing of the Development. SMG estimates that 50% of these costs to be ineligible.
Survey and Title Insurance and Recording Fees are based on estimates provided by the Applicant, which appear reasonable. SMG estimates that 25% of these costs are ineligible.
Other General Development Costs are based on the Applicant’s estimates, which appear reasonable.

MMRB CREDIT UN DERWRITING REPORT	SMG

FINANCIAL COSTS:	

Applicant Costs	
Revised Applicant Costs	
Underwriters Total Costs - CUR	

Cost Per Unit	
HC Ineligible Costs - CUR	
Construction Loan Application Fee				$0		
Construction Loan Closing Costs	$119,859	$467,976	$330,000	$1,528	$141,900	
Construction Loan Commitment Fee	$379,228			$0		
Construction Loan Interest	$2,657,560	$3,375,899	$3,824,948	$17,708	$1,072,917	
Permanent Loan Application Fee		$25,628	$30,500	$141	$30,500	
Permanent Loan Closing Costs			$150,000	$694	$150,000	
Permanent Loan Commitment Fee		$37,020	$84,610	$392	$84,610	
Local HFA Bond Application Fee		$2,500	$2,500	$12	$2,500	
Local HFA Bond Closing Costs				$0	$0	
Local HFA Bond Commitment Fee				$0	$0	
Local HFA Bond Cost of Issuance	$249,000	$452,500	$344,675	$1,596	$137,870	
Local HFA Bond Credit Enh. Fee				$0	$0	
Local HFA Bond Interest				$0	$0	
Local HFA Bond Rating Fee				$0	$0	
Local HFA Bond Servicing Fee			$132,825	$615	$132,825	
Local HFA Bond Subsidy Layering Rev.				$0	$0	
Local HFA Bond Trustee Fee				$0	$0	
Local HFA Bond Underwriting Fee				$0	$0	
Legal Fees - Financing Costs		$135,000	$135,000	$625	$135,000	
Negative Arbitrage				$0		
Placement Agent/Underwriter Fee			$35,000	$162	$35,000	
Other: Bond Interest Expense / Arbitrage		$1,870,556	$1,630,056	$7,547		
Other: HCP Investor Expenses		$80,000	$65,000	$301	$65,000	
Total Financial Costs:	$3,405,647	$6,447,079	$6,765,114	$31,320	$2,053,122	
Dev. Costs before Acq., Dev. Fee & Reserves	$17,186,754	$20,950,313	$21,267,102	$98,459	$2,577,028	
Notes to the Financial Costs:
Construction Loan Closing Costs equals 1.00% of the construction loan amount and is consistent with the M1 LOI.
Construction Loan Interest is based on Seltzer’s estimate, which reflects the construction completion timeline and lease-up assumptions outlined in the market study. The estimate assumes an “all-in” interest rate of 7.50% for the taxable construction loan, over a 22-month construction and stabilization period. During this period, it is assumed that an average of 57% of the combined loan balances will be outstanding. For months 18 through 22, the interest calculation assumes the construction loans are fully disbursed and remain outstanding through that period.
Permanent Loan Application Fee is equal to the greater of 0.50% of the Permanent Loan Amount or
$150,000, and a $4,500 processing fee per the Grandbridge LOI.
Permanent Loan Closing Costs include a Freddie Mac Application Fee equal to the greater of 0.01% of the Permanent Loan Amount or $3,000, a Standby Fee of 15 basis points (0.15%) of the Permanent Loan Amount per annum during the construction phase, a Conversion Fee equal to $10,000 and a Conversion Assurance Fee of five percent (5%) of the Permanent Loan Amount.
Local HFA Bond Closing Costs includes Osceola County HFA’s $15,000 Origination Fee and a $5,000 Closing Fee due at MMRB closing.
The Cost of Issuance is based on the Applicant’s estimate and includes fees and expenses for Bond Counsel, Financial Advisor, Bond Trustee and Trustee Counsel, Bond Underwriter and Underwriter’s Counsel, searches, rating agency services, Issuer Fees, and Credit Underwriter fees and expenses.
Local HFA Bond Rating Fee is based on Stifel’s LOI.

MMRB CREDIT UN DERWRITING REPORT	SMG

Local HFA Bond Servicing Fee includes the OCHFA Issuer Fee, which represents 30 months of the annual issuer fee of 10 basis points (0.10%) during the construction period, as well as a redemption fee equal to 25 basis points (0.25%) of the total bond amount redeemed at conversion.
HCP Investor Expenses represent the cost for legal fees and other third-party costs associated with underwriting of the tax credit equity provided by HCP.
The Bond Interest Expense is estimated by the Stifel. The Bond Reinvestment Earnings as a source of funds is limited to the Bond Interest Expense, as to not allow positive arbitrage for underwriting purposes.
All other Financial Costs are based on the Applicant’s estimates which appear reasonable.

NON-LAND ACQUISITION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Brokerage Fees - Building			$0	$0		
Building Acquisition Cost	$18,450,000	$30,300,000	$30,300,000	$140,278		
Dev. Fee on Non-Land Acq. Costs (18.0%)	$3,350,700	$5,492,019	$5,454,000	$25,250		
Total Non-Land Acquisition Costs:	$21,800,700	$35,792,019	$35,754,000	$165,528	$0	
Notes to the Non-Land Acquisition Costs:
Applicant provided an undated, draft Real Estate Contract (“PSA”), and First Amendment to Real Estate Contract (“PSA2”), between EC Crestwood, LLC (“Purchaser”) and Seller. The final purchase price is stated to be $34,300,000. The closing date is no later than 365 days after the latest date of execution by the Seller or the Purchaser, as indicated on the signature page.
Building Acquisition Cost is calculated as the difference between the purchase price and the portion attributable to land.
Maximum Developer Fee on Non-Land Acquisition Costs is 18% of the amount allocated to Building Acquisition Cost.

DEVELOPER FEE ON NON-ACQUISTION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Developer Fee - Unapportioned	$2,684,888	$3,195,588	$3,233,607	$14,970		
DF to Consultant Fees		$0		$0		
DF to fund Operating Debt Reserve				$0		
DF to Brokerage Fees - Land			$0	$0		
DF to Excess Land Costs				$0		
DF to Excess Bldg Acquisition Costs				$0		
DF to Guaranty Fees				$0		
Other:				$0		
Total Dev. Fee on Non-Acq. Costs (15.2%):	$2,684,888	$3,195,588	$3,233,607	$14,970	$0	
Notes to Developer Fee on Non-Acquisition Costs:
Total Developer Fee does not exceed 18% of Total Development Costs, exclusive of Non-Land Acquisition Costs, Land Acquisition Costs and Reserves.

LAND ACQUISITION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Land	$2,050,000	$4,000,000	$4,000,000	$18,519	$4,000,000	
Land Carrying Costs				$0	$0	
Other:				$0	$0	
Total Acquisition Costs:	$2,050,000	$4,000,000	$4,000,000	$18,519	$4,000,000	

MMRB CREDIT UN DERWRITING REPORT	SMG

Notes to the Land Acquisition Costs:
The Osceola County Property Appraiser’s website indicates a Land Value of $4,796,000.
The “As-is” Fee Simple Land Value is $4,000,000.
Based upon FHFC’s Land Allocation criteria, SMG has utilized the lower of the values discussed above.

RESERVE ACCOUNTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Operating Deficit Reserves	$654,858	$1,313,910	$1,368,362	$6,335	$1,368,362	
Replacement Reserves				$0	$0	
Reserves - Real Estate Taxes/Insurance		$498,630	$249,000	$1,153	$249,000	
Other:				$0	$0	
Total Reserve Accounts:	$654,858	$1,812,540	$1,617,362	$7,488	$1,617,362	
Notes to Reserve Accounts:
Operating Deficit Reserves are a HCP requirement and the amount is consistent with the LOI.
Real estate and tax escrow is based on the Applicant’s estimate for insurance.

TOTAL DEVELOPMENT COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
TOTAL DEVELOPMENT COSTS:	$44,377,200	$65,750,460	$65,872,071	$304,963	$8,194,390	
Notes to Total Development Costs:
None.

RFA Limits	Maximum per
RFA (%)	Actual at
CUR (%)	Maximum per RFA
($)	Actual at
CUR ($)	
General Contractor Fee	14.00%	14.00%	$1,442,813.25	$1,442,813.25	
Hard Cost Contingency	15.00%	10.04%	$1,797,063	$1,203,164	
Soft Cost Contingency	5.00%	2.26%	$64,420	$30,000	
Developer Fee	18.00%	16.85%	$9,282,078	$8,687,607	
Notes to Rule Limits:
Hard Cost Contingency, Soft Cost Contingency and Developer Fee are all within maximum limits as established by the Rule.

SMG

Section B

Loan Conditions,
HC Allocation Recommendation, and Contingencies

MMRB CREDIT UN DERWRITING REPORT	SMG

Special Conditions
This recommendation is contingent upon receipt of the following item by OCHFA at least 30 days prior to real estate loan closing. Failure to submit this item within this time frame may result in postponement of the loan closing date.
OCHFA approval of the Applicant’s waiver requests outlined within the Waiver Requests section of this Credit Underwriting Report.
OCHFA approval of the ad valorem tax property tax exemption.
Receipt and satisfactory review of the Final PCA Report confirming all required features and amenities are included and the recommendations and pending items have been resolved.
Receipt and satisfactory review of an updated equity pay-in schedule reflecting a minimum of 15% of the total equity being provided at closing.
Receipt and satisfactory review of an updated appraisal with conclusions not substantially different from those utilized herein.
Receipt and satisfactory review of the executed First Amendment to PSA reflecting the updated purchase price with terms and conditions not substantially different from those utilized herein.
Confirmation the first mortgage Debt Service Coverage Ratio is a minimum 1.10x to 1.00.
Upon conversion, if the first mortgage loan is increased above the principal amount at closing, it will be subject to OCHFA approval and a positive recommendation from Seltzer.
General Conditions
This recommendation is contingent upon the review and approval of the following items by Seltzer and OCHFA at least 30 days prior to real estate loan closing. Failure to receive approval of these items within this time frame may result in postponement of the loan closing.
Applicant to comply with any and all recommendations noted in the Plan and Cost Review.
Signed and sealed survey, dated within 90 days of closing, unless otherwise approved by OCHFA, and its Legal Counsel, based upon the particular circumstances of the transaction. The Survey shall be certified to OCHFA and its Legal Counsel, as well as the title insurance company, and shall indicate the legal description, exact boundaries of the Development, easements, utilities, roads, and means of access to public streets, total acreage and flood hazard area, and any other requirements of OCHFA.
Final “as permitted” (signed and sealed) site plans, building plans and specifications. The geotechnical report, if any, must be bound within the final plans and specifications.
Building permits and any other necessary approvals and permits (e.g., final site plan approval, water management district, Department of Environmental Protection, Army Corps of Engineers, Department of Transportation, etc.). Acceptable alternatives to this requirement are receipt and satisfactory review of a letter from the local permitting and approval authority that the above referenced permits and approvals will be issued upon receipt of applicable fees (with no other conditions), or evidence of 100% lien-free completion, if applicable. If a letter is provided, copies of all permits will be required as a condition of the first post-closing draw.

MMRB CREDIT UN DERWRITING REPORT	SMG

Final sources and uses of funds itemized by source and line item, in a format and in amounts approved by the Servicer. A detailed calculation of the construction interest based on the final draw schedule (see below), documentation of the closing costs, and draft loan closing statement must also be provided. The sources and uses of funds schedule will be attached to the Loan Agreement as the approved development budget.
A final construction draw schedule showing itemized sources and uses of funds for each monthly draw. MMRB Loan Proceeds shall be disbursed pro-rata with other funding sources during the construction or rehabilitation period, unless otherwise approved by the Credit Underwriter. The closing draw shall include appropriate backup and ACH wiring instructions.
Construction Period Developer Fee shall be the lessor of i) 50% of the Total Developer Fee or ii) the Total Developer Fee less the Deferred Developer Fee listed in the Sources and Uses for the construction period, as calculated by the Servicer. At closing, a maximum of 35% of the Construction Period Developer Fee may be funded. Remaining Construction Period Developer Fee will be disbursed during construction/rehabilitation on a pro rata basis, based on the percentage of completion of the development, as approved and reviewed by OCHFA and Servicer.
Evidence of general liability, flood (if applicable), builder’s risk and replacement cost hazard insurance (as certificates of occupancy are received) reflecting OCHFA as Loss Payee / Mortgagee, with coverage’s, deductibles and amounts satisfactory to OCHFA, and as applicable, the FHFC Insurance Guide.
The General Contractor shall secure a payment and performance bond equal to 100 percent of the total construction cost listing OCHFA as a co-obligee, whose terms do not adversely affect the Corporation’s interest, issued in the name of the General Contractor, from a company rated at least “A-” by AMBest & Co., or a Corporation-approved alternate security for the General Contractor’s performance such as a letter of credit issued by a financial institution with a senior long term (or equivalent) credit rating of at least “Baa3” by Moody’s, or at least “BBB-” by Standard & Poor’s or Fitch, or a financial rating of at least 175 by IDC Financial Publishing. The LOC must include “evergreen” language and be in a form satisfactory to OCHFA, its Servicer and its Legal Counsel.
Architect, Construction Consultant, and Applicant certifications on forms provided by Florida Housing will be required for both design and as-built with respect to Section 504 of the Rehabilitation Act, the Americans with Disabilities Act (“ADA”), and Federal Fair Housing Act requirements, as applicable.
A copy of an Amended and Restated Limited Partnership Agreement reflecting purchase of the HC under terms consistent with the assumptions contained within this Credit Underwriting Report. The Amended and Restated Limited Partnership Agreement shall be in a form and of financial substance satisfactory to Servicer and to OCHFA and its Legal Counsel.
At all times there will be undisbursed loan funds (collectively held by OCHFA, the first lender and any other source) sufficient to complete the Development. If at any time there are not sufficient funds to complete the Development, the Applicant will be required to expend additional equity on Development costs or to deposit additional equity with OCHFA which is sufficient (in OCHFA judgment) to complete the Development before additional loan funds are disbursed. This condition specifically includes escrowing at closing all equity necessary to complete construction or another alternative acceptable to OCHFA in its sole discretion.

MMRB CREDIT UN DERWRITING REPORT	SMG

This recommendation is contingent upon the review and approval of the following items by OCHFA and its Legal Counsel at least 30 days prior to real estate loan closing. Failure to receive approval of these items within this time frame may result in postponement of the loan closing.
Documentation of the legal formation and current authority to transact business in Florida for the Applicant, the general partner/member(s)/principal(s)/manager(s) of the Applicant, the guarantors, and any limited partners/members of the Applicant.
Signed and sealed survey, dated within 90 days of closing, unless otherwise approved by OCHFA, and its Legal Counsel, based upon the particular circumstances of the transaction. The Survey shall be certified to OCHFA and its Legal Counsel, as well as the title insurance company, and shall indicate the legal description, exact boundaries of the Development, easements, utilities, roads, and means of access to public streets, total acreage and flood hazard area, and any other requirements of OCHFA.
An acceptable updated Environmental Audit Report, together with a reliance letter to OCHFA, prepared within 90 days of MMRB loan closing, unless otherwise approved by OCHFA, and Legal Counsel, based upon the particular circumstances of the transaction. Applicant to comply with any and all recommendations noted in the Environmental Assessment(s) and Update and the Environmental Review, if applicable.
Title insurance pro-forma or commitment for title insurance with copies of all Schedule B exceptions, in the amount of the MMRB loan naming OCHFA as the insured. All endorsements required by OCHFA shall be provided.
OCHFA and its Legal Counsel shall review and approve all other lenders closing documents and the Amended and Restated Limited Partnership Agreement or other applicable agreement. OCHFA shall be satisfied in its sole discretion that all legal and program requirements for the Loans have been satisfied.
Evidence of insurance coverage pursuant to the Request for Application governing this proposed transaction and, if applicable, the FHFC Insurance Guide.
Receipt of a legal opinion from the Applicant’s Legal Counsel acceptable to OCHFA addressing the following matters:
The legal existence and good standing of the Applicant and of any partnership or limited liability company that is the general partner of the Applicant (the "GP") and of any corporation or partnership that is the managing general partner of the GP, of any corporate guarantor and any manager;
Authorization, execution, and delivery by the Applicant and the guarantors, of all loan documents;
The Loan documents being in full force and effect and enforceable in accordance with their terms, subject to bankruptcy and equitable principles only;
The Applicant's and the guarantor's execution, delivery and performance of the loan documents shall not result in a violation of, or conflict with, any judgments, orders, contracts, mortgages, security agreements or leases to which the Applicant is a party or to which the Development is subject to the Applicant’s Partnership/Operating Agreement and;

MMRB CREDIT UN DERWRITING REPORT	SMG

Such other matters as Florida Housing or its Legal Counsel may require.
Evidence of compliance with local concurrency laws, as applicable.
UCC Searches for the Applicant, its partnerships, as requested by Legal Counsel.
Such other assignments, affidavits, certificates, financial statements, closing statements, and other documents as may be reasonably requested by Florida Housing or its Legal Counsel in form and substance acceptable to OCHFA and its Legal Counsel, in connection with the loan(s).
Any other reasonable conditions established by OCHFA and its Legal Counsel. Additional Conditions:
This recommendation is also contingent upon the following additional conditions:
Compliance with all provisions of Sections 420.507, 420.5087, and 420.509, Florida Statutes, Rule Chapters 67-21, 67-48, 67-53, and 67-60, F.A.C., and any other State and Federal requirements.
Acceptance by the Applicant and execution of all documents evidencing and securing the MMRB loan in form and substance satisfactory to OCHFA and its Legal Counsel, including, but not limited to, the Promissory Note(s), the Loan Agreement(s), the Mortgage and Security Agreement(s), the Land Use Restriction Agreement(s), and Extended Low-Income Housing Agreement(s).
All amounts necessary to complete construction must be deposited with the Fiscal Agent prior to Loan closing, or any phased HC Equity pay-in of amount necessary to complete construction shall be contingent upon an unconditional obligation, through a Joint Funding Agreement or other mechanism acceptable to OCHFA, of the entity providing HC Equity payments (and evidence that 100% of such amount is on deposit with such entity at Loan Closing) to pay, regardless of any default under any documents relating to the HC as long as the First Mortgage continues to be funded.
If applicable, receipt and satisfactory review of Financial Statements from all Guarantors dated within 90 days of Real Estate Closing.
Guarantors are to provide the standard OCHFA Construction Completion Guaranty, to be released upon lien free completion as approved by the Servicer.
Guarantors for the MMRB are to provide the standard OCHFA Operating Deficit Guaranty. If requested in writing by the Applicant, Servicer will consider a recommendation to release the Operating Deficit Guaranty if all conditions are met, including achievement of a 1.15 DSC on the permanent First Mortgage MMRB as determined by OCHFA or the Servicer, and 90% Occupancy and 90% of Gross Potential Rental Income net of utility allowances, if applicable, for a period equal to twelve (12) consecutive months, all certified by an independent Certified Public Accountant (“CPA”) and verified by the Servicer. The calculation of the debt service coverage ratio shall be made by OCHFA or the Servicer. Notwithstanding the above, the Operating Deficit Guaranty shall not terminate earlier than three (3) years following the final certificate of occupancy.
Guarantors are to provide the standard OCHFA Environmental Indemnity Guaranty.
Guarantors are to provide the standard OCHFA Guaranty of Recourse Obligations.
A mortgagee title insurance lender’s policy naming OCHFA as the insured mortgage holder in the amount of the Loans is to be issued at closing. Any exceptions to the title insurance policy must be acceptable to OCHFA or its Legal Counsel. All endorsements that are required by OCHFA are to

MMRB CREDIT UN DERWRITING REPORT	SMG

be issued and the form of the title policy must be approved prior to closing.
Property tax and hazard insurance escrows are to be established and maintained by the First Lender or the Servicer. In the event the reserve account is held by OCHFA’s loan servicing agent, the release of funds shall be at OCHFA’s sole discretion.
Replacement Reserves in the minimum amount of $350 per unit per year are required to be deposited on a monthly basis into a designated escrow account, to be maintained by the First Mortgagee/Credit Enhancer, the Fiscal Agent, or OCHFA loan servicing agent. However, Applicant has the option to prepay Replacement Reserves, as allowed per RFA and Rule Chapters 67-21 and 67-48, in an amount equal to one-half the required Replacement Reserves for Years 1 and 2, in order to meet the applicable DSC loan requirements. Applicant can waive this election, if at closing of the loan(s) the required DSC is met without the need to exercise the option. The initial Replacement Reserve will have limitations on the ability to be drawn. Preservation or Rehabilitation Developments (with or without acquisition) shall not be allowed to draw until the start of the scheduled replacement activities as outlined in the pre-construction Capital Needs Assessment report (“CNA”) subject to the activities completed in the scope of rehabilitation, but not sooner than the third year.
The amount established as a Replacement Reserve shall be adjusted based on a Capital Needs Assessment (“CNA”) to be received by the Corporation or its servicers, prepared by an independent third party and acceptable to the Corporation and its servicers at the time the CNA is required, beginning no later than the 10th year after the first residential building in the Development receives a certificate of occupancy, a temporary certificate of occupancy, or is placed in service, whichever is earlier (“Initial Replacement Reserve Date”). A subsequent CNA is required no later than the 15th year after the Initial Replacement Reserve Date and subsequently every five
(5) years thereafter.
Moran or other construction inspector acceptable for OCHFA is to act as OCHFA’s inspector during the construction period.
A minimum of 10% retainage holdback on all construction draws until the Development is 50% complete, and 0% retainage thereafter is required. Retainage will not be released until successful completion of construction and issuance of all certificates of occupancy. Under the terms of the construction contract, a minimum of 10% retainage holdback on all construction draws will be withheld until construction is 50% complete and reduced to 5% thereafter. This satisfies the RFA and Rule Chapters 67-21 and 67-48 minimum requirements.
Satisfactory completion of a pre-loan closing compliance audit conducted by OCHFA or its Servicer, if applicable.
Closing of all funding sources prior to or simultaneous with the closing of the MMRB loan.
Satisfactory completion of a pre-loan closing compliance audit conducted by OCHFA or its Servicer, if applicable.

SMG

Section C

Supporting Information and Schedules

MMRB CREDIT UN DERWRITING REPORT	SMG

Additional Development and Third-Party Supplemental Information
Appraisal Summary:

Appraisal Summary Questions	Responses	Note	
Appraisal Firm Name	Novogradac & Company LLP		
Date of Report	11/12/2025		
Date appraisers license expires (should be after report date)	11/30/2026		
Occupancy at Stabilization: Economic (%)	96.0%		
Occupancy at Stabilization: Physical (%)	97.0%		
Value: As Is market value of the land	$4,000,000		
As of date and type of interest (as if vacant land)	November 12, 2025 Simple Fee		
Value: As Is market value (as improved)	$34,300,000		
As of date and type of interest (as improved)	November 12, 2025 Leased Fee		
Value: "As Complete and Stabilized", subject to unrestricted rents	$38,700,000		
As of date and type of interest (unrestricted rents)	November 12, 2025 Leased Fee		
Value: "As Complete and Stabilized", subject to restricted rents	$35,300,000		
As of date and type of interest (restricted rents)	November 12, 2025 Leased Fee		
Does the As Is value of land or land & improvements to be acquired support the acquisition
cost? (Y/N)	Y		
Market Study Summary:

Market Study Summary Questions	Responses	Note	
Market Study Firm Name	Novogradac & Company LLP		
Date of Report	7/28/2025		
Number of like-kind developments (existing and proposed) in the Competitive Market Area (CMA)	10 existing		
Short Term and Long Term Impact to existing like-kind developments	Minimal		
Weighted Average Occupancy of like-kind developments (submarket) (must be ≥ 92%)	97.2%		
Number of Guarantee Fund Properties in PMA?	0		
Metrics for 5 mile radius:			
Level of Effort (%)	56.3%		
Capture Rate (%)	7.2%	1.	
Remaining Potential Demand	1331		
Absorption Rate	25 units per month		
Will the development achieve maximum allowable HC Rents? (Y/N)	Yes	2.	
For New Construction Units, is the average market rental rate, based on unit mix and annualized rent concessions at least 110% or greater of a 60 percent of Area Median Income rental rate?	

N/A		
For Live Local Units, is the average market rental rate, based on unit mix and annualized
rent concessions at least 110% or greater of the highest percent Area Median Income rental rate?	
N/A		
Does market exist to support both the demographic and income restriction set-asides committed to in the Application or as approved by FHFC or the Board? (Y/N)	Yes		
The capture rates and annual demand are considered good. The penetration rate is considered moderate, but reasonable. It should be noted that the Development will be renovated with tenants in place and will only need to re-lease its vacant units.
Although all units are expected the achieve maximum 2025 rents, the Development’s two bedroom one-bathroom units are set slightly below the 2025 maximum allowable levels.

MMRB CREDIT UN DERWRITING REPORT	SMG

Environmental Report Summary:

Environmental Report Summary Questions	Responses	Note	
Preparer Firm Name	EBI Consulting		
Date of Report	10/13/2025		
Type of Report	Phase I Environmental Site Assessment		
Were any Recognized Environmental Conditions (RECs) noted? (Y/N)	N		
Is any further investigation required? (Y/N)	N		
Capital Needs Assessment Summary:

Capital Needs Assessment (CNA) Report Summary Questions	Responses	Note	
Preparer Firm Name	Moran Consultants		
Date of Report	10/20/2025		
Was the CNA completed before underwriting started? (Y/N)	N		
General Physical Condition	Average to Good		
Critical Repairs ($)	$0		
Immediate/Priority Repairs ($)	$408,250		
Deferred Maintenance ($)	$0	1.	
Upfront Replacement Reserves Recommended ($)	$2,476,147		
Replacement Reserves Recommended per Unit ($)	$520.43		
Is additional evaluation required? (Y/N)	N		
Were all features, amenities, and repairs within the scope of the project? (Y/N)	N	2.	
No significant deficiencies or indications of deferred maintenance were observed or reported regarding electrical systems. However, there are short term repairs listed that might not warrant immediate attention, but should be prioritized. These short-term repairs total $4,842,390.
Replacement Reserves in the CNA are based on a 15-year schedule. Per Rule 67-21, in the case of rehabilitation, the greater of $300 per unit per year or the amount identified in the PCA will be used. Based on the updated replacement reserve analysis provided by Moran in the PCA, Moran calculates a $247.99 per unit per year in inflated dollars reserve based on a 15-year schedule. HCP requires $350 per unit per year; therefore, Seltzer has utilized $350 per unit per year.
Plan and Cost Analysis Report Summary:

Plan and Cost Report (PCR) Summary Questions	Responses	Note	
Preparer Firm Name	Moran Consultants		
Date of Report	12/9/2025		
Were all features and amenities in Exhibit B present in the PCA report? (Y/N)	N	1.	
Is the GC Contract a Guaranteed Maximum Price Contract? (Y/N)	Y		
General Contract (GC Contract) Amount (PCA should match GC Contract)($)	$10,926,012.00	2.	
Cost per Unit	$54,946.07/unit or $51.93/GSF		
Costs for Similar Type Developments (Include Range)	$50,000-$100,000/unit or $50-$100/GSF		
Is the Cost per Unit reasonable? (Y/N)	Y		
Construction schedule to substantial completion	Unknown	3.	
Is the development timeline considered feasible? (Y/N)	N	4.	
Was an ADA Accessibility Review completed? (Y/N)	Y		
Are accessibility requirements met and have executed Florida Housing Fair Housing,
Section 504 and ADA Design Certification Forms 121, 126, and 128 been received? (Y/N)	Y		
Does the design conform with all applicable Florida Building and Design Codes? (Y/N)	Y		
Are the drawings and specifications satisfactory for completion and adherence to the scope of the project? (Y/N)	Y	5., 6.	

MMRB CREDIT UN DERWRITING REPORT	SMG

At the time of Moran’s review, they were unable to confirm all features and amenities were included within the scope.
On December 31, 2025, Moran provided the County Features and Amenities Checklist containing the following redocumentations:
Equipment and Secure Entry is not specified in "Permit Set" of Drawings. Moran recommend further clarification from Developer.
Computer Lab and Computers are not shown in "Permit Set" of Drawings. 11 Computers will be required. Moran recommend further clarification from Developer.
None of the listed Sports Courts are indicated in the "Permit Set" of Drawings.
"New Appliance Schedule" on Sheet A101 of the "Permit Set" of Drawings do not list Washers or Dryers. Additionally, the Contractor's scope does not include Washers or Dryers.
The Applicant is requesting to waive this requirement. OCHFA approval is a condition to close.
Double Compartment Sinks and Tubs are Existing to Remain (these should be replaced); New Faucets for Kitchen Sinks, New Toilets, New Bathroom Sinks, and New Bathroom Faucets are provided (per Sheet P104).
30 Gallon Electric Water Heaters are provided; These are not specified as "ENERGY STAR" in the Drawings and show a UEF of 0.68 (they are required a minimum UEF of 0.92).
Daylight Sensors are not specified in the provided documentation for exterior lighting; we would recommend further clarification.
Paint Specifications were not provided; we would recommend that the Specifications be provided to verify.
Incorporation of the required features and amenities into the scope of work is a condition to close.
Moran recommends that the GMP be revised to align with the SOV, which states the Guaranteed Maximum Price is $11,980,422.21, and that a (10.00%) Contingency be maintained within the Budget to provide adequate coverage for potential changes and unforeseen conditions.
The Contract Terms are generally inadequate, as the Contract remains in “Draft” form. Many key provisions are still undefined and will need to be specified in the “Final” version, including the commencement date, substantial completion date, liquidated damages, interest and the Contract Exhibits.
The Contract Duration is not defined; therefore, Moran was unable to comment on whether the construction schedule is in accordance with the Contract Duration.
Moran recommends that the Development Team confirm that corrective action for the buildings located within Utility Easements, the Asphalt located within the Right-of-Way, and the Building located within Zoning Setbacks is included in the proposed scope of work.
Receipt and satisfactory review of a Final PCA is a condition to close.

MMRB CREDIT UN DERWRITING REPORT	SMG

Site Inspection Summary:

Site Visit Summary Questions	Responses	Note	
Name of Inspector	Tina Doran		
Date of Inspection	6/26/2025		
Were the observation(s) of the inspector in line with the Market Study? (Y/N)	Y		

MMRB CREDIT UNDERWRITING REPORT	SMG

Applicant Organizational Chart at Closing:

Envolve Communities, LLC 100%
(Manager/Sole Member)
an Alabama Limited Liability Company

Hunt Capital Partners, LLC ("HCP") or it's designee
0.01%
(Special Member)

LRC GP, LLC 100%
(Member)
a Delaware Limited Liability Company

Hunt Capital Partners, LLC ("HCP") or it's designee
99.98%
(Investor Member)

EC Crestwood MM, LLC 0.01%
(Manager/Member)

EC Crestwood, LLC (Applicant)

MMRB CREDIT UNDERWRITING REPORT	SMG

Developer Organizational Chart:

Envolve Communities, LLC

Envolve Community Management, LLC
(Developer)

MMRB CREDIT UNDERWRITING REPORT	SMG

Applicant & Related Party Table

EC Crestwood, LLC	
EC Crestwood MM, LLC	
LRC GP, LLC	
Envolve Community Management, LLC	
Envolve Communities, LLC	
W. Daniel Hughes, Jr.	Whitestone Construction Group, LLC	Hunt Capital
Partners, LLC ("HCP") or it's designee	
Note	

Relationship Type	
Applicant	
Manager/Member of Applicant	Manager/Member of Manager/Member of Applicant	
Developer	
Property Manager	
Personal Guarantor	
General Contractor	
Syndicator		

Contact Person Name & Title	
Ty Tyson				
Debbie Workman	W. Daniel Hughes, Jr. CEO	Jonas Brugge Director of
Construction	Ara Garibyan Director		

Contact Information	4121 Carmichael Rd, Suite 200 Montgomery, AL 36106
Ty.Tyson@envolvellc
.com
334-954-4458				4121 Carmichael Rd, Suite 200 Montgomery, AL 36106
Debbie.Workman@e nvolvellc.com
334-954-4458	4121 Carmichael Rd, Suite 200 Montgomery, AL 36106
Daniel.Hughes@env olvellc.com
334-954-4458	1800 Pembrook Dr,
Suite 190
Orlando, FL 32810 jbrugge@whitestone cg.com
407-725-7744	15910 Ventura Blvd., Suite 1100
Encino, CA 91436 ara.garibyan@huntc ompanies.com
818-380-6114		
Are Construction Completion, Operating
Deficit, Environmental Indemnity and
Recourse Obligations required to be signed?	

Y	

Y	

Y	

Y	

Y	

Y	

N/A	

N/A		
Does entity have the necessary
experience?	N	N	N	Y	Y	Y	Y	Y		
Has a credit evaluation been
completed and is it satisfactory?	N/A	N/A	N/A	Y	Y	Y	Y	N/A		
Have bank statements and/or trade references been received and
reviewed and are they adequate?	
N/A	
N/A	
N/A	
Y	
Y	
Y	
N/A	
N/A		
Have all financial statements been
reviewed and are they adequate?	N/A	N/A	N/A	Y	Y	Y	N/A	Y		
Have a Statements of Financial & Credit Affairs been reviewed for
contingent liabilities?	
Y	
Y	
Y	
Y	
Y	
Y	
N/A	
N/A		
P&P Bond, or LOC, required and
received from company adequately rated as required by Rule?	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
Y	
N/A		
Have the Management Agreement and Plans been received, dated, and
executed?	
N/A	
N/A	
N/A	
N/A	
Y	
N/A	
N/A	
N/A		
Has the Property Manager been approved by FHFC's Asset Mgmt Dept (and if Rehab have they been
approved prior to or at closing)?	
N/A	
N/A	
N/A	
N/A	
N	
N/A	
N/A	
N/A	
1.	
Does the entity have the relevant
experience and possess the financial wherewithal to successfully construct and operate the Development as proposed?	

N	

N	

N	

Y	

Y	

Y	

Y	

Y		
Note : FHFC reserves the right to request additional information.
1.  Approval of property manager by Florida Housing’s Asset Management Department prior to the commencement of lease-up activity is required. Continued approval will be contingent upon ongoing satisfactory performance.

MMRB CREDIT UN DERWRITING REPORT	SMG

Exhibit 1
HOUSE CREDIT ALLOCATION CALCULATION
Qualified Basis Calculation

Section I: Qualified Basis Calculation	
	
Development Cos t	$65,872,071	
	Less: La nd Cost	($4,000,000)	
	Less: Federal Funds	$0	
	Less: Other Ineligible Cost	($4,194,390)	
	Less: Disproportiona te Standa rd	$0	
	Acquisition Eligible Ba s is	$30,300,000	
	Reha bilita tion Eligible Basis	$27,377,681	
Total Eligible Basis	$57,677,681	
Applicable Fraction	100.00%	
DDA/QCT Basis Credit	100.00%	
	Acquisition HC Percentage	4.00%	
	Reha bilita tion HC Percentage	4.00%	
	Annual HC on Acquis ition	$1,212,000	
	Annual HC on Reha bilita tion	$1,095,107	
Annual Housing Credit Allocation (for Acq/Rehab)	$2,307,107	
	
Notes to the Qualified Basis Calculation:
“Other Ineligible Costs” include but are not limited to a portion of site work, accounting fees, FHFC underwriting, application, administrative fees, compliance and other fees, legal fees, market study, survey fees, title insurance and recording fees, land, financial and closing costs, and reserves.
The Development is 100% set-aside; therefore, the Applicable Fraction is 100%.
Per the FY 2021 Omnibus Consolidated Appropriations Act passed by Congress as of December 21, 2020, a permanent 4% minimum HC rate was established. For purposes of this report, a HC percentage of 4.00% has therefore been applied.

MMRB CREDIT UN DERWRITING REPORT	SMG

GAP Calculation

Section II: Gap Calculation	
	
Tota l Development Cos t (Including Land and Ineligible Costs)	$65,872,071	
	
	Les s : Mortgages	($42,370,000)	
	Les s : Grants	$0	
Equity Gap	$23,502,071	
	
Percenta ge to Investment Partnership	99.99%	
HC Syndication Pricing	$0.850	
HC Required to Meet Gap	$27,652,261	
Annual HC Required	$2,765,226	
	
Notes to the GAP Calculation:
Mortgages include the first mortgage from Grandbridge and the second mortgage Seller’s Note.
The HC Syndication Pricing of $0.850 per dollar and HC Percentage to Investment Partnership are based upon the LOI from HCP, dated December 23, 2025 and subsequent email correspondence dated January 13, 2026.
Tax Credit 50% Test

Section III: Tax-Exempt Bond 50% Test	
	
Total Deprecia ble Cost	$57,677,681	
	Plus: Land Cost	$4,000,000	
Aggregate Basis	$61,677,681	
	
Tax-Exempt Bond Amount	$26,000,000	
	Less: Debt Service Reserve	$0	
	Less: Proceeds Used for Costs of Issuance	$0	
	Plus: Ta x-exempt GIC earnings	$1,630,056	
Tax-Exempt Proceeds Used for Building and Land	$27,630,056	
	
Proceeds Divided by Aggregate Ba s is	44.80%	
	
Notes to Tax Credit 50% Test:
As of January 1, 2026, the Tax-Exempt Bond 50% Test will be reduced to a 25% Test.
SMG estimates the OCHFA MMRB Tax-Exempt Loan to be 44.80%% of Depreciable Development Cost plus Land Acquisition Cost. If, at the time of Final Cost Certification, the Tax-Exempt Bond Amount(s) total less than 25.00%, Developer Fee will have to be reduced by an amount to ensure compliance with the 25% Test. That may, in turn, result in a reduction to HC Equity.

MMRB CREDIT UN DERWRITING REPORT	SMG

Summary

Section IV: Summary	
	
HC per Qualified Basis	$2,307,107	
HC per Gap Calculation	$2,765,226	
	
Annual HC Recommended	$2,307,107	
	
Notes to Summary:
The Annual HC Recommended is equal to the lesser of the Qualified Basis or the GAP Calculation. Therefore, the Qualified Basis was utilized.

MMRB CREDIT UN DERWRITING REPORT	SMG

Exhibit 2
Crestwood Apartments Features and Amenities

The Development will consist of:
28 Garden Apartments located in 28 residential buildings

Unit Mix:

Seventy-two (72) one bedroom/one bath units; Seventy-two (72) two bedroom/one bath units; Fifty-six (56) two bedroom/two bath units; Sixteen (16) three bedroom/two bath units; 216 Total Units

The Development will provide ample in-unit and onsite amenities. Unit amenities include:
Exercise room with appropriate equipment. The exercise room must have secure entry.
Community Center or Clubhouse
Swimming Pool
Playground/tot lot, accessible to children with disabilities (must be sized in proportion to Development’s size and expected resident population with age-appropriate equipment)
Computer lab on-site with minimum one computer per 20 units, with internet access, basic word processing, spreadsheets and assorted educational and entertainment software programs and at least one printer
One outside recreation facility consisting of shuffleboard court and appropriate equipment, bocce ball court or lawn blowing and appropriate equipment, tennis court, full basketball court or volleyball court (to be selected during credit underwriting).
Laundry hook-ups and space for full-size washer and dryer inside each unit
Double compartment sink in all units
New bathroom cabinet(s), excluding medicine cabinet, in all rehabilitation units
New plumbing fixtures in kitchen and bathroom(s) in all rehabilitation units (minimum of new faucets in kitchen and minimum new toilet, new sink and new faucets in the bathroom(s).
Energy Star qualified ventilation fans in all bathrooms
Water heaters installed with the minimum efficiency specifications
Water heater minimum efficiency specifications:
Residential Electric:
	i. Up to 55 gallons = 0.95 EF or 0.92 UEF; or
	ii. More than 55 gallons = Energy Star certified; or
	iii. Tankless = 0.97 EF and Max GPM of ≥ 2.5 over a 77◦ rise or 0.87 UEF and GPM of ≥

MMRB CREDIT UN DERWRITING REPORT	SMG

	2.9 over a 67◦ rise;
Residential Gas (storage or tankless/instantaneous): Energy Star certified
Commercial Gas Water Heater: Energy Star certified;
Install daylight sensors, timers or motion detectors on all outdoor lighting attached to buildings
Low-VOC paint for all interior walls (50 grams per liter or less for flat paint; 150 grams per liter or less for non-flat paint)

Resident Programs:

Heath Nutrition Classes
Resident Activities

MMRB CREDIT UN DERWRITING REPORT	SMG

Exhibit 3
Credit Underwriting Acronyms

Acronym	Definition	
ACC	Annual Contribution Contract	
ADA	Americans with Disabilities Act	
AMI	Area Median Income	
BCR	Business Credit Report	
BPS (bps)	Basis Points	
CAN	Capital Needs Assessment	
CDBG	Community Development Block Grant	
CDBG-DR	Community Development Block Grant Disaster Recover	
CMA	Competitive Market Area	
COGS	Certificate of Good Standing	
CRA	Credit Risk Assessment	
CUR	Credit Underwriting Report	
DDA	Difficult to Develop Area	
DSCR	Debt Service Coverage Ratio	
EHCL	Elderly Housing Community Loan	
ELIHA	Extended Low-Income Housing Agreement	
EUA	Extended Use Agreement	
FAC	Florida Administrative Code	
FF&E	Furniture, Fixtures, and Equipment	
GAO	Geographic Area of Opportunity	
GP	General Partner	
GPA	Guarantee Max Price	
HAP	Housing Assistance Payment	
HC	Housing Credit	
HOME	Home Investment Partnership Program	
HUD	Department of Housing and Urban Development	
IRC	Internal Revenue Code	
IRMA	Independent Registered Municipal Advisor	
LIHTC	Low Income Housing Tax Credit	
LLC	Limited Liability Company	
LOI	Letter of Intent or Letter of Interest	
LTV	Loan-to-Value	
LURA	Land Use Restriction Agreement	
LVT	Land Value Tax or Location Value Tax	
MAP	Multifamily Accelerated Processing	
MMRB	Multifamily Mortgage Revenue Bonds	
MMRN	Multifamily Mortgage Revenue Note	
MOU	Memorandum of Understanding	
NOI	Net Operating Income	
ODG	Operating Deficit Guarantee	
ODR	Operating Deficit Reserve	
PBRA	Project Based Rental Assistance (Section 8)	
PBV	Project Based Vouchers	
PCA	Plan and Cost Analysis	

MMRB CREDIT UN DERWRITING REPORT	SMG

PCA	Pre-Construction Analysis	
PHA	Public Housing Authority	
PHCD	Public Housing and Community Development	
PLP	Pre-Development Loan Program	
PMA	Private Market Area	
PMM	Purchase or Private Money Mortgage	
PNA	Physical Needs Assessment	
PRL	Preliminary Recommendation Letter	
PSA	Purchase and Sale Agreement	
QCT	Qualified Census Tract	
RAD	Rental Assistance Demonstration	
RD	Rural Development	
RFA	Request for Application	
RHS	Rural Housing Services	
SAIL	State Apartment Incentive Loan	
SLR	Subsidy Layering Review	
SPE	Single Purpose Entity	
TDC	Total Development Costs	
TEFRA	Tax Equity and Fiscal Responsibility Act of 1982	
TEL	Tax-Exempt Loan	
USDA	United States Department of Agriculture	

Section IV

January 28, 2026

Osceola County Housing Finance Authority c/o Ms. Jan Carpenter, Esq.
Latham, Luna, Eden & Beaudine, LLP 201 South Orange Avenue, Suite 1400
Orlando, Florida 32801

Re:	San Jose Apartments – Multifamily Mortgage Revenue Bond (“MMRB”) / 4% Housing Credit (“HC”)
Credit Underwriting Report (“CUR”) Update Letter (“CUL”) to the Final CUR, dated July 9, 2025, to approve changes to the MMRB Amount and Structure, Sources, and 4% HC Equity

Dear Ms. Carpenter:
Seltzer Management Group, Inc. (“SMG” or “Seltzer”) is in receipt of a correspondence and supporting due diligence, from a representative of San Jose Preservation, Ltd. (“Borrower” or “Applicant”) requesting Osceola County Housing Finance Authority’s (“OCHFA” or “Authority”) consent to a change in the MMRB amount and structure, additional sources and HC Equity for San Jose Apartments (“Development”). At your direction, SMG has reviewed the request and formulated a recommendation. Seltzer’s findings are presented below.
Change in MMRB Structure
The CUR was approved at OCHFA’s July 15, 2025, Board meeting and has not closed yet. The approved structure contemplated (i) up to $19,500,000 of tax-exempt bonds marketed through a public offering (“Series A Bonds”), and (ii) an $8,000,000 tax-exempt note issued during the construction period in favor of San Jose Apartments, LLC (the “Seller”) and subsequently assigned to the Applicant (“Series B Note”). The Series A Bonds were to be cash-collateralized by all or a portion of a HUD 241(a) loan from Grandbridge Real Estate Capital, LLC (“Grandbridge”) in the original amount of $9,650,800 and a Truist Community Capital, LLC (“TCC”) taxable equity bridge loan (“EBL”) in the original amount of $15,472,104. The Series B Note was to be converted to a taxable seller note following placement-in-service. The Applicant now requests OCHFA’s consent to revise the MMRB financing structure as follows:
MMRB Amount decrease from a total of $27,500,000 of tax-exempt MMRB Series A and Series B to $15,000,000 of tax-exempt MMRB, cash-collateralized by a portion of the HUD 241(a) loan from Grandbridge estimated to be $3,465,740 and a portion of the TCC taxable EBL estimated to be $11,534,260.
Seller Note Structure Change from an $8,000,000 tax-exempt Series B Note included in the bond issuance to a taxable seller note in the amount of $6,250,000 outside of the bond transaction.

Panama City Beach • Orlando • Tampa • Miami

Credit Underwriting Report Update Letter	SMG
Construction and Permanent Sources as approved in the CUR

CONSTRUCTION/PERMANENT SOURCES:	
Source	Lender	Construction	Permanent	Perm Loan/Unit	
Local HFA Bonds	OCHFA MMRB Series A	$19,500,000	$0	$0.00	
Local HFA Bonds	OCHFA MMRB Series B /
Seller Note	$8,000,000	$0	$0.00	
Regulated Mortgage
Lender	Truist Bank Existing HUD
223(f)	$7,768,009	$7,768,009	$77,680.09	
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$5,622,904	$9,650,800	$96,508.00	
Other	Reinvestment Proceeds	$1,361,100	$1,361,100	$13,611.00	
Other	Truist Bank Solar Equity	$1,112,612	$1,112,612	$11,126.12	
Net Op. Income	Development NOI	$0	$486,686	$4,866.86	
Regulated Mortgage
Lender	Truist Bank Put/Call EBL	$2,900,170	$0	$0.00	
Seller Financing	Seller Note	$0	$8,000,000	$80,000.00	
HC Equity	Truist Community Capital, LLC	$0	$19,334,464	$193,344.64	
Deferred Dev Fee	Developer	$6,571,520	$5,122,644	$51,226.44	
Applicant	GP Equity	$100	$100	$1.00	
TOTAL		$52,836,415.00	$52,836,415.00	$528,364.15	
Cash Collateral Source(s):	
Regulated Mortgage
Lender	Truist Bank EBL	$15,472,104.00			
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$4,027,896.00			
GRAND TOTAL		$19,500,000.00			
Revised Construction and Permanent Sources

CONSTRUCTION/PERMANENT SOURCES:	
Source	Lender	Construction	Permanent	Perm Loan/Unit	
Local HFA Bonds	OCHFA MMRB	$15,000,000	$0	$0.00	
Regulated Mortgage
Lender	Truist Bank Existing HUD
223(f)	$7,724,951	$7,724,951	$77,249.51	
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$7,716,260	$11,182,000	$111,820.00	
Seller Financing	Seller Note	$6,250,000	$6,250,000	$62,500.00	
Regulated Mortgage
Lender	Truist EBL	$5,215,740	$0	$0.00	
Other	Reinvestment Proceed	$870,000	$870,000	$8,700.00	
Other	Truist Bank Solar Equity	$0	$1,098,177	$10,981.77	
Net Op. Income	Development NOI	$486,686	$486,686	$4,866.86	
HC Equity	Truist Community Capital, LLC	$2,900,170	$19,334,464	$193,344.64	
Deferred Dev Fee	Developer	$5,872,115	$5,089,644	$50,896.44	
GP Equity	Applicant	$100	$100	$1.00	
TOTAL		$52,036,022	$52,036,022	$520,360.22	
Cash Collateral Source(s):	
Regulated Mortgage
Lender	Truist EBL	$11,534,260			
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$3,465,740			
GRAND TOTAL		$15,000,000			

Credit Underwriting Report Update Letter	SMG
Changes to Sources
The amount of the existing Truist Bank HUD 223(f) First Mortgage decreased from $7,768,009.00 to
$7,724,951.
The Grandbridge HUD 241(a) increased from $9,650,800.00 to $11,182,000.
The Seller Note decreased from $8,000,000.00 to $6,250,000.
The TCC EBL increased from $15,472,104.00 to $16,750,000.
Bond Reinvestment Proceeds decreased from $1,361,100.00 to $870,000.
Solar Tax Credit Equity decreased from $1,112,612.00 to $1,098,177.
Development Net Operating Income (“NOI”) in the amount of $486,686 was added as a source during construction.
The Truist Bank Put/Call EBL was removed as a construction source.
HC Equity from TCC the amount of $2,900,170 was added as a construction source.
Deferred Developer Fee decreased from $6,571,520.00 to $5,872,115 in the construction period and from $5,122,644.00 to $5,089,644 in the permanent period.
Use of Funds
The costs in the “Applicant Costs” column represent the final costs as reflected in the Final CUR. The “Revised Applicant Costs” column represent the Borrower’s current development costs.

TOTAL DEVELOPMENT COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
TOTAL DEVELOPMENT COSTS:	$52,836,415	$52,146,401	$52,036,022	$430,050	$5,546,591	
Since the Final CUR, Total Development Costs have decreased by $800,393 (1.51%), primarily due to decreases in financial costs.

Credit Underwriting Report Update Letter	SMG
Operating Pro Forma

OPERATING PRO FORMA	ANNUAL	PER UNIT	
INCOME	Gross Potential Rental Income	$1,895,184	$15,663	
	Rent Subsidy (ODR)	$0	$0	
	Other Income:			
		Miscellaneous	$145,200	$1,200	
		Rent Concessions	$0	$0	
	Gross Potential Income	$2,040,384	$16,863	
	Less: 			
		Physi ca l Va ca ncy Loss - Percentage:	4.0%	($81,615)	($675)	
		Collection Loss - Percentage:	1.0%	($20,404)	($169)	
Total Effective Gross Revenue	$1,938,365	$16,020	
EXPENSES	Fi xe d:			
		Real Esta te Ta xe s	$1,008	$8	
		Insurance	$145,200	$1,200	
		Othe r		$0	$0	
	Va ri able:			
		Management Fee - Percentage:	4.0%	$77,534.59	$641	
		General and Administra ti ve	$39,930	$330	
		Pa yroll Expenses	$175,450	$1,450	
		Utili ti es	$112,464	$929	
		Marketing and Advertising	$6,050	$50	
		Maintenance and Repairs	$87,725	$725	
		Grounds Maintenance and Landscaping	$0	$0	
		Resident Programs	$0	$0	
		Contract Services	$0	$0	
		Security	$0	$0	
	Reserve for Replacements	$36,300	$300	
Total Expenses	$681,662	$5,634	
Net Operating Income	$1,256,703	$10,386	
Debt Service Payments			
DEBT SERVICE		Fi rs t Mortgage - Truist Bank Existing HUD 223(f)	$393,208	$3,250	
		Second Mortgage - Grandbridge HUD 241(a)	$744,042	$6,149	
		Seller Note - Seller	$306,250	$2,531	
		Fi rs t Mortgage Fees - Truist Bank Existing HUD 22	$0	$0	
		Second Mortgage Fees - Grandbridge HUD 241(a)	$3,755	$31	
		Seller Note Fees - Seller	$0	$0	
Total Debt Service Payments	$1,447,255	$11,961	
Cash Flow After Debt Service	($190,552)	($1,575)	
						
Debt Service Coverage Ratios			
		DSC - First Mortgage plus Fees	3.196		
		DSC - Second Mortgage plus Fees	1.101		
		DSC - Third Mortgage plus Fees	0.868		
		DSC - Fourth Mortgage plus Fees	0.868		
		DSC - Fifth Mortgage plus Fees	0.868		
		DSC - All Mortgages and Fees	0.868		
						
Financial Ratios			
		Operating Expense Ratio	35.2%		
		Break-Even Ra ti o 	104.5%		

Credit Underwriting Report Update Letter	SMG
Notes to the Operating Pro Forma:
The First Permanent Mortgage loan plus Debt Service Coverage (“DSC”) decreased from 3.20x to 1.00 to 3.196x to 1.00.
The Second Permanent Mortgage plus fees DSC decreased from 1.12x to 1.00 to 1.101x to 1.00.
A 15-year income and expense projection reflects increasing DSC through year fifteen. This projection is attached to this report as Exhibit 1.
Summary and Recommendation
SMG concludes that the change to the MMRB Amount and Structure, Sources, and 4% HC Equity will not adversely impact the transaction and/or OCHFA’s security position. Accordingly, SMG provides this analysis for OCHFA’s consideration to approve the Borrower’s request, subject to the receipt and satisfactory review of the following:
Upon finalization of the first mortgage loan terms, fees, and rate lock, Seltzer must confirm whether the first mortgage loan amount needs to be reduced to ensure the DSC ratio meets or exceeds the required minimum of 1.10x to 1.00.
All general conditions reflected in the Final CUR dated July 9, 2025.
All other due diligence required by OCHFA, its legal counsel and Seltzer. Should you have any questions please feel free to contact me directly. Sincerely,

Kat Johnson
Credit Underwriter
Seltzer Management Group

Exhibit A
15-year Pro Forma

FINANCIAL COSTS:	Year 1	Year 1
Per Unit	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Year 11	Year 12	Year 13	Year 14	Year 15	
OPERATING PRO FORMA																	
INCOME:	Gros s Potential Rental Income	$1,895,184	$15,663	$1,933,088	$1,971,749	$2,011,184	$2,051,408	$2,092,436	$2,134,285	$2,176,971	$2,220,510	$2,264,920	$2,310,219	$2,356,423	$2,403,552	$2,451,623	$2,500,655	
	Rent Subsidy (ODR)																	
	Other Income: (7.66%)																	
	Mis cellaneous	$145,200	$1,200	$148,104	$151,066	$154,087	$157,169	$160,313	$163,519	$166,789	$170,125	$173,527	$176,998	$180,538	$184,149	$187,832	$191,588	
	Rent Conces s ions																	
	Gros s Potential Income	$2,040,384	$16,863	$2,081,192	$2,122,816	$2,165,272	$2,208,577	$2,252,749	$2,297,804	$2,343,760	$2,390,635	$2,438,448	$2,487,217	$2,536,961	$2,587,700	$2,639,454	$2,692,243	
	Less: 																	
	Economic Los s	Percentage:  0.00%																	
	Phys ical Vac. Los s	Percentage:  4.00%	$81,615	$675	$83,248	$84,913	$86,611	$88,343	$90,110	$91,912	$93,750	$95,625	$97,538	$99,489	$101,478	$103,508	$105,578	$107,690	
	Collection Los s	Percentage:  1.00%	$20,404	$169	$20,812	$21,228	$21,653	$22,086	$22,527	$22,978	$23,438	$23,906	$24,384	$24,872	$25,370	$25,877	$26,395	$26,922	
Total Effective Gross Income	$1,938,365	$16,020	$1,977,132	$2,016,675	$2,057,008	$2,098,148	$2,140,111	$2,182,914	$2,226,572	$2,271,103	$2,316,525	$2,362,856	$2,410,113	$2,458,315	$2,507,482	$2,557,631	
Annual Es calation Rate (Income):  2.00%																	
EXPENSES:	Fi xe d:																	
	Ground Leas e																	
	Sub-ground Leas e																	
	Real Es tate Taxes	$1,008	$8	$1,038	$1,069	$1,101	$1,135	$1,169	$1,204	$1,240	$1,277	$1,315	$1,355	$1,395	$1,437	$1,480	$1,525	
	Ins urance	$145,200	$1,200	$149,556	$154,043	$158,664	$163,424	$168,327	$173,376	$178,578	$183,935	$189,453	$195,137	$200,991	$207,020	$213,231	$219,628	
	Othe r																	
	Variable:																	
	Management Fee	Percentage:  4.00%	$77,535	$641	$79,085	$80,667	$82,280	$83,926	$85,604	$87,317	$89,063	$90,844	$92,661	$94,514	$96,405	$98,333	$100,299	$102,305	
	General and Adminis trative	$39,930	$330	$41,128	$42,362	$43,633	$44,942	$46,290	$47,679	$49,109	$50,582	$52,100	$53,663	$55,272	$56,931	$58,639	$60,398	
	Payroll Expens es	$175,450	$1,450	$180,714	$186,135	$191,719	$197,471	$203,395	$209,496	$215,781	$222,255	$228,922	$235,790	$242,864	$250,150	$257,654	$265,384	
	Utilities	$112,464	$929	$115,838	$119,313	$122,892	$126,579	$130,377	$134,288	$138,317	$142,466	$146,740	$151,142	$155,676	$160,347	$165,157	$170,112	
	Marketing and Advertis ing	$6,050	$50	$6,232	$6,418	$6,611	$6,809	$7,014	$7,224	$7,441	$7,664	$7,894	$8,131	$8,375	$8,626	$8,885	$9,151	
	Maintenance and Repairs /Pes t Control	$87,725	$725	$90,357	$93,067	$95,859	$98,735	$101,697	$104,748	$107,891	$111,127	$114,461	$117,895	$121,432	$125,075	$128,827	$132,692	
	Othe r																	
	Res erve for Replacements	$36,300	$300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$37,389	$38,511	$39,666	$40,856	$42,082	
Total Expenses	$681,662	$5,634	$700,247	$719,375	$739,060	$759,320	$780,172	$801,632	$823,718	$846,450	$869,846	$895,015	$920,921	$947,584	$975,028	$1,003,276	
Annual Es calation Rate (Expens es ):  3.00%																	
Net Operating Income	$1,256,703	$10,386	$1,276,885	$1,297,300	$1,317,948	$1,338,828	$1,359,940	$1,381,282	$1,402,853	$1,424,653	$1,446,679	$1,467,841	$1,489,192	$1,510,731	$1,532,453	$1,554,355	
Debt Service Payments																	
Firs t Mortgage - Truis t Bank Exis ting HUD 223(f)	$393,208	$3,250	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	
Second Mortgage - Grandbridge HUD 241(a)	$744,042	$6,149	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	
Third Mortgage - Seller	$306,250	$2,531	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	
Firs t Mortgage Fees - Truis t Bank Exis ting HUD																	
Second Mortgage Fees - Grandbridge HUD	$3,755	$31	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	
Total Debt Service Payments	$1,447,255	$11,961	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	
Cas h Flow after Debt Service	($190,552)	($1,575)	($170,370)	($149,955)	($129,307)	($108,427)	($87,315)	($65,973)	($44,401)	($22,602)	($576)	$20,586	$41,938	$63,476	$85,198	$107,100	
Debt Service Coverage Ratios																	
DSC - Firs t Mortgage plus Fees	3.20x		3.25x	3.30x	3.35x	3.40x	3.46x	3.51x	3.57x	3.62x	3.68x	3.73x	3.79x	3.84x	3.90x	3.95x	
DSC - Second Mortgage plus Fees	1.10x		1.12x	1.14x	1.16x	1.17x	1.19x	1.21x	1.23x	1.25x	1.27x	1.29x	1.31x	1.32x	1.34x	1.36x	
DSC - Third Mortgage plus Fees	0.87x		0.88x	0.90x	0.91x	0.93x	0.94x	0.95x	0.97x	0.98x	1.00x	1.01x	1.03x	1.04x	1.06x	1.07x	
Financial Ratios																	
Operating Expens e Ratio	35.17%		35.42%	35.67%	35.93%	36.19%	36.45%	36.72%	36.99%	37.27%	37.55%	37.88%	38.21%	38.55%	38.88%	39.23%	
Break-even Econ Occup Ratio (all debt)	104.54%		103.39%	102.26%	101.17%	100.11%	99.08%	98.07%	97.09%	96.15%	95.22%	94.37%	93.55%	92.75%	91.97%	91.22%	
Break-even Econ Occup Ratio (mus t pay debt)	89.53%		88.67%	87.84%	87.03%	86.24%	85.48%	84.74%	84.03%	83.34%	82.66%	82.06%	81.48%	80.91%	80.37%	79.85%	

Osceola County Housing Finance Authority
Credit Underwriting Report

San Jose Apartments
Tax Exempt Multifamily Revenue Bond Section A Report Summary
Section B HC Allocation Recommendation and Contingencies Section C Supporting Information and Schedules

Prepared by
Seltzer Management Group, Inc.
Final Report July 9, 2025

SMG

SAN JOSE APARTMENTS

TABLE OF CONTENTS

Report Summary

Section A

Page

Recommendation	A1
Set-Asides and 15 Year Pro Forma	A2-A4
Sources Overview	A5-A8
Changes from Application and Additional Information	A9-A10
Uses of Funds	A11-A16

Section B

HC Allocation Recommendation and Contingencies	B1-B5

Section C

Supporting Information and Schedules
Additional Development and Third-Party Supplemental Information	C1-C3
Applicant and Related Party Information	C4-C10

Exhibits

HC Allocation Calculation	1 1-3
Features and Amenities	2 1

SMG

Section A Report Summary

MMRB CREDIT UNDERWRITING REPORT	SMG

Recommendation
Seltzer Management Group, Inc. (“SMG” or “Seltzer” or “Servicer”) recommends that the Osceola County Housing Finance Authority (“OCHFA” or “Authority”) issue Multifamily Mortgage Revenue Bond (“MMRB”) in an amount of $27,500,000 for the acquisition and rehabilitation of San Jose Apartments (“Development”) to San Jose Preservation, Ltd. (“Applicant”). This recommendation is only valid for six months from the date of the report.

DEVELOPMENT & SET-ASIDES

Development Name:	 San Jose Apartments	

Address:  2353 Winter Woods Boulevard	

City:

 Winter Park	

Zip Code:  32792	County:  Seminole	

County Size:

 Medium	

Development Category:

	Acquisition and Rehabilitation	

Development Type: 	Garden Apartments	

Construction Type:

	Masonry	

Number of Stories: 	2	

Demographic Commitment:
Primary:  Family	 for   100%	 of the Units

Buildings:	Residential - Parking:	Parking Spaces -

	8	
	206	

Non-Residential - 	2	 Accessible Spaces - 	9	

DDA:  No 

SADDA:   Yes	 QCT:   No	

Multi-Phase Boost:   No	

QAP Boost:  No	

QAP Type: 	

Site Acreage: 	6.13	

Density: 	19.7326	

Flood Zone Designation: 	X	

Zoning: 	RMF-20, Multifamily Residential		Flood Insurance Required?: 	No	

Prepared by: Kat Johnson, Credit Underwriter

Reviewed by: Josh Scribner, Senior Vice President

MMRB CREDIT UNDERWRITING REPORT	SMG

Program	% of Units	# of Units	% AMI	Term (Years)	
HC-4%	100.00%	121	60%	30	
MMRB	20.66%	25	50%	30	
MMRB	79.34%	96	60%	30	
HOME	70.00%	85	60%	8	
HOME	20.00%	24	50%	8	
HOME	10.00%	12	80%	8	

Set Asides:

A rent roll for the Development property is illustrated in the following table: Seminole County (Orlando-Kissimmee-Sanford MSA)

Bed Rooms	
Bath Rooms	

Units	

Square Feet	

AMI%	Low HOME
Rents	High HOME
Rents	
Gross HC Rent	
Utility Allow.	Net Restricted Rents	PBRA
Contr Rents	
Applicant Rents	
Appraiser Rents	

CU Rents	
Annual Rental Income	
1	1.0	5	863	50%			$988	$30	$958		$958	$958	$958	$57,480	
1	1.0	7	863	60%			$1,185	$30	$1,155		$1,156	$1,155	$1,155	$97,020	
1	2.0	16	863	60%			$1,185	$30	$1,155		$1,156	$1,155	$1,155	$221,760	
2	1.0	6	1,033	50%			$1,186	$30	$1,156		$1,155	$1,156	$1,156	$83,232	
2	1.0	10	1,053	50%			$1,186	$30	$1,156		$1,155	$1,156	$1,156	$138,720	
2	2.0	4	1,088	50%			$1,186	$30	$1,156		$1,155	$1,156	$1,156	$55,488	
2	1.0	45	1,053	60%			$1,423	$30	$1,393		$1,393	$1,393	$1,393	$752,220	
2	1.0	20	1,088	60%			$1,423	$30	$1,393		$1,393	$1,393	$1,393	$334,320	
3	1.0	8	1,313	60%			$1,644	$30	$1,614		$1,614	$1,614	$1,614	$154,944	
		121	124,893											1,895,184	

-

15 - YEAR OPERATING PRO FORM A	SMG

									'		'						
OPERATING PRO FORMA																	

i
8
.:	Gross Potential Rental Income	$1,895,184	S15,663	S1,933,0&8	$1,971,749	$2,011,184	$2,051,408	$2,092,436	$2,134,285	$2,176,971	$2,220,510	$2,264,920	$2,310,219	$2,356,423	$2,403,552	$2,451,623	$2,500,655	
	Rent Subsidy (ODR)																	
	Other Income: (7.66%)																	
	Miscellaneous	$145,200	s1,200	$148,104	$151,066	$154,087	$157,169	$160,313	$163,519	$166,789	$170,125	$173,527	$176,998	$180,538	$184,149	$187,832	$191,588	
	Rent Concessions																	
	Gross Potential Income	$2,040,384	$16,863	$2,081,192	$2,122,816	Sl.165,272	$1,208,577	$2,'52,749	$2,297,804	$2,343,760	$2,390,635	$2,438,448	Sl.487,217	$2,536,961	Sl.587,700	$2.,639,454	$2,692,243	
	Less:																	
	Economic Loss	Pen::enta,ge  0.00%																	
	Phvsical Vac. Loss	Percentage: 4.00%	$81,615	S675	$83-,248	$84,913	$86,611	$88,343	$90,110	$91,91.2	$93,750	$95,62.5	$97,538	$99,489	$101,478	$103,508	$105,578	$107,690	
	Collection Loss	Percenta:1::e: LOO%	$20,404	S169	$20,812	$21,228	$21,653	$22,086	522,527	$22,978	$23,438	$23,906	$24,384	$24,872	$25,370	$25,877	$26,395	$26,922	
To@I Effective Gross Income	$1,938,365	$16,020	$1,977,131	$1,016,675	$2,057,008	$2,098,148	$2,140,111	$2,182,914	$2,226,572	$2,271,100	$2,316.525	$2,362,856	$2,410,113	$2,458,315	$2,507,482	$2,557,631	
Annual Escalation Rate (Income):  2.00%																	

I

I I I	Fixed:																	
	Ground Lease																	
	Sub-ground Lease																	
	Real Estate Ta,ces	Sl,008	SB	Sl,038	Sl,069	Sl,101	Sl,135	Sl,169	Sl,204	Sl,240	Sl,277	Sl,315	Sl,355	Sl,395	Sl,437	Sl,480	$1,525	
	Insurance	$145).00	s1,200	$149,556	$1.54,043	$158,6&4	$163,424	$168,327	$173,376	$178,578	$183,935	$189,453	$195,137	s:mo,991	$207,020	$213,231	$219,628	
	Other																	
	Variable:																	
	Management Fee	Percenta,ge  4.00%	$77,535	S641	$79,085	$80,667	$82,280	$83,926	$85,604	$87,317	$89,063	$90,844	$92,661	$94,514	$96,405	$98,333	$100,299	$102.,305	
	General and Administrati'Je	$39,930	$330	$41,128	$42,362	$43,633	$44,942	$46,290	$47,679	549,109	$50,582	$52,100	$53,663	$55,272	$56,931	$58,639	$60,398	
	Payroll Expenses	$175,450	51,450	$180,714	5185,135	$191,719	$197,471	5203,395	$209,495	5215,781	$222,255	5228,922	5235,790	$242,854	5250,150	5257,554	5265,384	
	Utilities	$112,464	S929	$115,838	$119,313	$122,892	$1.26,579	$130,377	$154,288	$138,317	$142,466	$146,740	$151,142	$1.55,676	$160,347	$165,1.57	$170,11.2	
	Marketing and Ad1Jertisin,e	$6,050	$50	$6,232	$6,418	$6,611	$6,809	$7,014	$7,224	57,441	$7,664	$7,894	$8,131	$8,375	$8,626	$8,885	$9,151	
	Maintenance and Repairs/Pest Control	$87,725	S725	590,357	$93,067	$95,859	$98,735	$101,697	$104,748	5107,891	Slll,127	5114,461	$117,895	5121,432	$125,075	5128,827	$132,692	
	Grounds Maintenance and Landscaping																	
	Resident Programs																	
	Contract Services																	
	Security																	
	Other																	
	Reserve for Replacements.	$56,300	$300	$36,300	$35,300	$36,300	536,300	$36,300	536,300	$36,300	$35,300	$35,300	$37,389	$38,511	$39,665	540,856	542,082	
Total E..llpen�s	$681,662	$5,654	$700,247	$719,375	SH9,060	$759,320	$780,171	$801,632	$823,718	$846,450	$869,846	$895,015	$920,921	$947,584	$975,028	$1,003,276	
Annual E..scalation Rate (Expenses):  3.00%																	
Net O?erating lnrome	$1,256,700	Sto,386	$1,276,885	$1,297,300	S1,317,948	$1,338,ll1B	$1,359,940	$1,381,282	$1,402,853	$1,424,6'i3	$1,446,679	S1,467,841	$1,489,192	S1,510,731	$1,532,453	$1,554,355	
DeDt Service Payments																	
First Mortgage Existing HUD 223(f)	$393,208	$3,250	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	5393,208	$393,208	
Second Mortgage - Grandbridge HUD 241(a)	Sn.9,347	$6,028	$729,347	$729,347	$729,347	$729,347	$729,347	$729,347	$729,347	Sn.9,347	$729,347	$729,347	$729,347	$729,347	$729,347	$729,347	
Third MortJ?a_ge - Seller	$392,000	$3,240	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	$392,000	
Fourth Mortgage Reinvestment Proceeds																	
Fifth Mortgage - Truist Bank Solar Equit',																	
All Other Mort.eaees -																	
First Mortgage Fees - Existing HUD 223(f)																	
Second Mortgage Fees - Grandbridge HUD	$3,755	$31	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	
Third MortJ?a_ge Fees - Seller																	
Fourth Mortgage Fees - Rein1Jestment Proceeds																	
Fifth Mortgage Fees - Truist Bank Solar Equit',																	
All Other Mort.eaees Fees -																	
Total Debt Service Payments	$1,518,310	SL2,548	$1,518,310	$1,518.310	$1,518,310	$1,518,310	$1,518,310	$1,518,310	$1,518,310	$1,518,310	$1,518.310	$1,518,310	$1,518,310	$1,518,310	$1,518,310	$1,518,310	
Cash Flow after Debt Service	($261,607)	($2,162)	($241,425)	($221,010)	($200,362)	($179,482)	($158,370)	($137,028)	($115,457)	($93,657)	($71,631)	($50,469)	($29,118)	($7,579)	$14,143	$36,045	
DeDt Service Coverage Ratios																	
DSC- First Mortgage plus Fees	3.20K		3.25x	3.30x	3.3511:	3.40x	3.461(	3.Slx	3.57x	3.62.K	3.68x	3.73x	3.79)(	3.84x	3.90x	3.951	
DSC- Second Mortgage plus Fees	1.Ux		1.13K	1.15111.	1.17x	1.19x	1.1h:	1.23x	1.25•	1.161	(	118"	1.301	(	1.31.x	1.34x	1.36x	1.381(	
DSC- Third Mort.eaee plus Fees	0.83x		0.84x	0.851(	0.87x	0.88)(	0.90x	0.91K	0.92x	0.94x	0.951	(	0.97x	0.98x	1.00x	1.0:Lx.	1.02x	
DSC Fourth Mortgai;:e plus Fee	0.83x		0.84x	0.85K	0.87x	0.88x	0.901	(	0.91x	0.92x	0.94x	0.95K	0.97x	0.98"	1.00x	1.0lx	1.02x	
DSC- Fifth Mortgage plus Fees	0.83x		0.84x	0.8511	1[	0.87x	0.88x	0.901	(	0.91x	0.92,c	0.941	(	0.9511	1[	0.97x	0.98x	1.00x	1.0lx	1.021	
DSC- All Mortgages and Fees	0.83x		0.84x	0.851	(	0.87x	0.88x	0.901	(	0.9lx	0.92x	0.94x	0.951	(	0.97x	0.98x	1.00x	1.0lx	1.021	
Financial Ratios																	
Operating Expense Ratio	35.17%		35Al%	35.67%	35.93%	3-6.19%	36A5%	3-6.71%	36.99%	37.17%	37.55%	37.88%	38.11%	38.55%.	38.88%	39.23%	
Break-even Econ Occup Ratio [all del:Jt)	108.02%		106.80%.	105.61%	104.45%	103.33%	102.23%	101.16%	100.13%	99.12%	98.14%	97.23%	96.35%	95.49%	94.66'%	93.86%	
Break-even Econ Occup Ratio [mu.st pay debt)	&8.81%		87.96%.	87.15%	86.35%	85.58%	84.83%	&4.10%	83.40%	81..71%	82.06%	81.47%	80.90%	80.34%	79.&1'%	79.30%	

.

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SAN JOSE APARTMENTS	PAGE A- 3
JULY 9, 2025 

MMRB CREDIT UNDERWRITING REPORT	SMG

Notes to the 15 Year Operating Pro Forma and Ratios:
MMRB does not impose rent restrictions; however, this Development will be utilizing Housing Credits (“HC”), which will impose rent restrictions. Under the MMRB program, the Development will set aside 20.66% of its total units (25 units) at or below 50% of the Area Median Income (“AMI”) and 79.34% of its total units (96 units) at or below 60% of the AMI.
The Development will set-aside 100% of the units (121 units) at 60% or less of the AMI. The utility allowance is based on an Energy Consumption Model completed by Matern Professional Engineering, Inc. on June 9, 2025 and represents the minimum billable charge from Duke Energy.
Miscellaneous income includes internet income of $70 per unit per month at a penetration rate of 85%. Internet hardware will be installed as part of the Scope of Work and per the Contract with Granite Communications and Security, LLC, seven years of service is included in the total price. Additional miscellaneous income includes items such as application fees, late fees, pet fees, and other miscellaneous fees.
Seltzer utilized a physical vacancy of 4.00% and a 1.00% collection loss, which is consistent with the Appraiser’s estimate, resulting in a physical occupancy of 96% and an economic occupancy of 95%.
Insurance expense is based on Seltzer’s underwriting standard of a minimum of $1,200 per unit per year based on current market conditions.
The Applicant submitted an undated draft Management Agreement (“Agreement”), wherein The Partnership, Inc. (“TPI”) will manage the Development. The Agreement provides an initial term to commence on the Effective Date for a period of twelve (12) months. The term of the Agreement will automatically renew at the end of each term for one year unless terminated in accordance with the Agreement. Applicant shall pay TPI a monthly management fee of 3.25% of the gross operating revenues collected from the preceding month. Payments are due by the tenth day of each month. As a conservative approach, Seltzer has used a management fee of 4%.
The utility expense incorporates 75% of the anticipated savings for water and sewer costs.
Replacement Reserves of $300 per unit per annum are equal to transaction specific Truist Community Capital, LLC (“TCC”) requirements and consistent with the conclusions of the PCA after consideration of the planned rehabilitation, meeting the requirements of Rule Chapter 67-21 (“Rule”), Florida Administrative Code.
Other operating expense estimates are based on comparable properties and are supported by the appraisal.
Rental income increases at an annual rate of 2% and expenses increasing at an annual rate of 3%.

SAN JOSE APARTMENTS	PAGE	A- 4
JULY 9, 2025 

MMRB CREDIT UNDERWRITING REPORT	SMG

Overview
Construction Financing Information:

Bond Structure
Per Resolution #24-219R, adopted by Osceola County Board of Commissioners at the December 2, 2024 meeting, OCHFA will issue up to $27,500,000 of tax-exempt MMRB for the acquisition and rehabilitation of the Development. Up to $19,500,000 of the tax-exempt Bond will be underwritten by RBC Capital Markets, LLC (“RBC”) and marketed through a Public Offering (“Series A Bonds”) and $8,000,000 will be structured as a tax-exempt note during the construction period in favor of San Jose Apartments, LLC (“Seller”) and then assigned to the Applicant (“Series B Note”). The Series A Bonds will be the typical cash-collateralized bond structure with all or a portion of a U.S. Department of Housing and Urban Development (“HUD”) 241(a) loan from Grandbridge Real Estate Capital, LLC (“Grandbridge”) in the amount of $9,650,800, and all or a portion of a TCC taxable equity bridge loan in the amount of
$15,472,104 serving as collateral in the cumulative amount of up to $19,500,000. OCHFA will utilize the
$8,000,000 Series B Note proceeds to make a loan to the Applicant as described below.
The Applicant will pay a fixed rate of interest on the Series A Bonds, which is estimated to be 3.49% based on current market conditions. The Series A Bonds will require semi-annual interest-only payments until the earlier of the maturity date, which is 24-36 months from the date of closing, or the date of redemption.
In addition, OCHFA will issue the $8,000,000 Series B Note to be sold to the Seller and will loan the proceeds thereof to the Applicant. Once the improvements are placed-in-service, the Series B Note will be converted to a Taxable Seller Note and the Series B Tax-Exempt Note will be tendered to the Trustee.
First Mortgage Loan:
See Construction Period Second Mortgage Loan section for details. Second Mortgage Loan:
See Construction Period Second Mortgage Loan section for details. Equity Bridge Loan:
The Applicant provided an LOI from Truist Bank (“Truist”), dated June 18, 2025, to provide an equity bridge loan (“EBL”) for construction period financing in an amount up to $15,472,104. Terms of the EBL includes a variable interest consisting of the 1-Month Secured Overnight Financing Rate (‘SOFR”), estimated at 4.32% as of July 3, 2025, plus a 2.65% spread. Seltzer included a cushion of 0.25%, for an all-in rate of 7.22%. Interest only payments will be due monthly for the 18-month term, with the full outstanding balance due by the maturity date.

MMRB CREDIT UNDERWRITING REPORT	SMG

Put/Call Equity Bridge Loan:
As per the LOI dated June 18, 2025, Truist will provide a non-real estate secured Put/Call EBL (“PC EBL”) for construction period financing in an amount up to $2,900,170. The purpose of the PC EBL is to bridge the tax credit equity and satisfy the 15% requirement of the total Federal LIHTC equity contribution. Terms of this bridge loan includes a variable interest consisting of the 1-Month SOFR, estimated at 4.32% as of July 3, 2025, plus a 2.80% spread. Seltzer included a cushion of 0.25%, for an all-in rate of 7.37%. Interest only payments will be due monthly with the full outstanding balance to be paid at the earlier of the transfer of the Placeholder Investor Limited Partner interests to the TCC equity investor entity or six (6) months from the loan closing date.
Seller Note:
Based on the May 27, 2025 LOI, Seller will provide a non-taxable loan in the amount of $8,000,000 to the Applicant. The loan will have a 30-year term with an interest rate based on the Annually Compounded, Long-Term Applicable Federal Rate (“AFR”), currently estimated at 4.90%, not to exceed 10%. Payments will be made from available cash flow; accordingly, no construction debt service is presented above. The loan will be secured by a subordinate, tax-exempt note issued by OCHFA.
Other Construction Sources of Funds:
Other funding sources include Reinvestment Proceeds, Solar Tax Equity, Net Operating Income, HC Equity and deferred Developer Fees. See Permanent Financing Section below for details.

MMRB CREDIT UNDERWRITING REPORT	SMG

Permanent Financing Information:

PERMANENT FINANCING INFORMATION	
	1st Source	2nd Source	3rd Source	4th Source	5th Source	6th Source	7th Source	8th Source	9th Source	Totals	
Lien Position	First	Second	Third	NA	NA	NA	NA	NA	NA	Totals	
Source	
Reg. Mtg Lender	
Reg. Mtg Lender	
Seller Financing	
Othe r	
Othe r	
Net Op. Income	
HC Equity	
Def. Dev. Fee	
Applicant		

Lender/Grantor	Existing HUD 223(f)	Grandbridge HUD 241(a)	

Seller	Reinvestment Proceeds	Truist Bank Solar Equity	

Development	Truist
Community Capital, LLC	

Developer	

GP Equity		
Permanent Amount	$7,768,009	$9,650,800	$8,000,000	$1,361,100	$1,112,612	$486,686	$19,334,464	$5,122,644	$100	$52,836,415	
Permanent Funding Per Unit	$64,198	$79,759	$66,116	$11,249	$9,195	$4,022	$159,789	$42,336	$1	$436,665	
% of Permanent Funding	14.7%	18.3%	15.1%	2.6%	2.1%	0.9%	36.6%	9.7%	0.0%	100.0%	
Underwritten Interest Rate	2.85%	6.15%	4.90%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%		
Loan Term	27	27	30	0	0	0	0	0	0		
Amortization	35	27	n/a	0	0	0	0	0	0		
Must Pay or Cash Flow Dependent	Must-Pay	Must-Pay	Cash Flow								
Permanent Debt Service, No Fees	$393,208	$729,347	$392,000							$1,514,555	
Permanent Debt Service, with Fees	$393,208	$733,102	$392,000							$1,518,310	
Debt Service Coverage, with Fees	3.20x	1.12x	0.83x								
Operating Deficit & Debt Service
Reserves	585,794	$585,794									
# of Months covered by the
Reserves	10.3										
Market Rate/Market Financing LTV	32%	72%	105%								
Restricted Market Financing LTV	29%	65%	95%								
Restricted Favorable Financing LTV	26%	58%	85%								
Loan to Cost - Cumulative	14.7%	33.0%	48.1%								
Loan to Cost - SAIL Only											
First Mortgage Loan:
The Applicant will assume from the Seller an existing FHA-insured permanent first mortgage loan under the HUD Section 223(f) program originated by Suntrust Bank n/k/a Truist Bank, with an estimated principal balance of $7,768,009 at closing. The first mortgage will remain in first position and will have a remaining term of approximately 27.4 years after the 18-month construction period, a fixed interest rate of 2.85% amortized over a period of 35 years and matures on January 1, 2055. The monthly principal and interest payments are $32,767.34 based on the original principal balance of $8,702,500.
Second Mortgage Loan:
As detailed in the Letter of Intent (“LOI”), dated February 6, 2025, and the Concept Meeting Project Synopsis, Grandbridge will provide a supplemental loan to be insured by HUD in the amount $9,650,800. Terms of the HUD insured first mortgage are anticipated to include a fixed interest rate, a term of 27.4 years (coterminous with existing first mortgage) after an 18-month construction term. Interest only payments will be required during the construction term. During the permanent loan term, fully amortized monthly principal and interest payments shall be required based on the loan amount, interest rate and permanent loan term. The interest rate is currently estimated to be 6.15%, inclusive of MIP.
Seller Note:
Terms of the Seller Note are consistent with the terms described in the Construction Financing Information with the exception of the tax-exempt note being exchanged for a taxable promissory note.
Solar Tax Credit Equity:
As detailed in a term sheet, dated June 25, 2025, TCC will provide Solar Tax Credit Equity at a rate of
$0.91 for a total of $1,114,160, currently estimated to be $1,112,612. Net Operating Income:
The rehabilitation of units will be primarily completed with tenants in place with minimal disruption of rental revenue. The amount reflective above is approximately 75% of the net operating income as shown in the 2024 audited financial statement.

MMRB CREDIT UNDERWRITING REPORT	SMG

Housing Credits Equity Investment:
The Applicant will apply to FHFC to receive 4% HC directly from the United States Treasury in conjunction with MMRB financing.
Based upon a LOI, dated June 25, 2025, TCC or an affiliate, will purchase a 99.99% interest in the Applicant and provide equity contributions as follows:

Capital Contributions	Amount	Percentag
e of Total	When Due	
1st Installment	$2,900,170	15.00%	At Partnership Closing	
2nd Installment	$15,071,214	77.95%	100% Completion	
3rd Installment	$771,370	3.99%	Loan Conversion/Stabilization	
4th Installment	$591,710	3.06%	At 8609's	
Total	$19,334,464	100.00%		

Syndicator Name Date of LOI
Total Credits Per Syndication Agreement:

Truist Community Capital, LLC 6/25/2025
$21,248,789

Annual Credits Per Syndication Agreement: $2,124,879

Calculated HC Exchange Rate:	$0.91	
Limited Partner Ownership Percentage:	99.99%	
Proceeds Available During Construction:	$2,900,170	
Annual Credits - Qualified in CUR:	$2,428,975	
At the initial closing, 15% of the total equity will be disbursed via the Truist PC EBL to meet the Rule requirement. At the earlier of January 5, 2026 and six (6) months from the initial closing date, TCC will replace the Placeholder Investor Limited Partner as the 99.99% owner and the first installment will then be used to satisfy the balance of the PC EBL.
Deferred Developer Fee:
In order to balance the sources and uses of funds after all loan proceeds, Reinvestment Proceeds, and available cash flow have been received, the Developer will have to defer $5,122,644 or 67.06% of total Developer Fee.

MMRB CREDIT UNDERWRITING REPORT	SMG

Changes from the Application:
The Development’s set-asides are 96 units at 60% of the AMI and 25 units at 50% of the AMI, whereas the application showed 95 units at 60% of the AMI and 26 units at 50% of the AMI. This still complies with the existing Extended Use Agreement (“EUA”) requiring 100% of the units at or below 60% of the AMI. Approval is requested in conjunction with the approval of this Credit Underwriting Report (“CUR”).
The purchase price increased by $7,333,600 from $19,166,400 to $26,500,000.
Total Development Costs have increased by $5,409,284 from $47,427,131 to $52,836,415 since the Application primarily due to the increase in the purchase price, which is somewhat offset by decreases to construction, general development, and financial costs.
Per the OCHFA MMRB Bond Program Application, the Applicant initially committed to provide in-unit washer and dryer hookups. This was deemed to be infeasible due to the current plumbing infrastructure and the Applicant has instead agreed to provide the laundry room facility washers and dryers free of charge to the residents during the compliance period of the bonds.
The above changes have no material impact to the MMRB recommendation for the Development. Strengths:
Per a market study performed by BBG, Inc (“BBG”), the overall capture rate is very low at 0.5% and the weighted average occupancy is 98.7%. Additionally, the report indicates that there are no new like-kind units proposed or under construction in the Primary Market Area (“PMA”) that would compete with the Development and there is a high demand for multifamily units in the submarket.
Although the Applicant, General Partner and Developer entities are newly formed, the principals of the General Partner and Developer, along with the General Contractor and Management Company, have sufficient experience and financial resources to develop and operate the Development.
Issues and Concerns:
The Development is a legal, non-conforming use for parking requirements. Per the zoning code, the Development must have a minimum of 212 parking spaces. The Development has a total of 206 parking spaces.
Mitigating /Circumstances:
Law and Ordinance insurance coverage is a requirement under HUD guidelines. Waiver Requests:
None
Additional Information:
The rehabilitation will be performed primarily with tenants in place with an uninterrupted revenue stream but may require some temporary dislocations for the creation of ADA units. Costs for any tenant dislocations are included in the development budget.
The Development is subject to an existing Extended Low-Income Housing Agreement (“ELIHA”), dated July 13, 1993, requiring all units to be set-aside for tenants earning 60% or less of the AMI, and will remain in effect until December 31, 2034.
The Development is also subject to an existing HOME Land Use Restriction Agreement (“LURA”)

MMRB CREDIT UNDERWRITING REPORT	SMG

recorded on June 28, 1993. Under the HOME LURA, at least 70% of the units (85 units) must be set aside for households at or below 60% AMI, 20% at or below 50% AMI, and the remaining 10% (12 units) at or below 80% AMI, for an initial period of 15 years. According to the First Amendment, dated September 15, 2008, the Compliance Period was extended by an additional 25 years, resulting in a total term of 40 years, of which, eight (8) years remain. As stated in the Assignment and Assumption of and Second Amendment to Land Use Restriction Agreement, the HOME loan has been paid in full and is no longer outstanding; however, the rent restrictions must be maintained throughout the Compliance Period. These restrictions are less restrictive than the HC set-asides.
Other Considerations: None

MMRB CREDIT UNDERWRITING REPORT	SMG

Uses of Funds

CONSTRUCTION COSTS:	

Applicant Costs	

Revised Applicant Costs	
Underwriters Total Costs - CUR	

Cost Per Unit	
HC Ineligible Costs - CUR	
Rehab of Existing Common Areas			$291,945	$2,413		
Rehab of Existing Rental Units	$8,845,100	$8,714,075	$6,964,980	$57,562		
Site Work			$1,407,150	$11,629	$70,358	
Constr. Contr. Costs subject to GC Fee	$8,845,100	$8,714,075	$8,664,075	$71,604	$70,358	
General Conditions (6.0%)	$617,100	$519,844	$519,845	$4,296		
Overhead (2.0%)	$205,700	$173,282	$173,282	$1,432		
Profit (6.0%)	$617,100	$519,844	$519,844	$4,296		
Contract Costs not subject to GC Fee			$50,000	$413		
Total Construction Contract/Costs	$10,285,000	$9,927,045	$9,927,045	$82,042	$70,358	
Hard Cost Contingency (9.4%)	$1,028,500	$992,705	$992,705	$8,204		
PnP Bond paid outside Constr. Contr.	$141,419	$136,497	$136,497	$1,128		
FF&E paid outside Constr. Contr.	$181,500	$150,465	$150,465	$1,244		
Other: Solar	$2,000,000			$0		
Other: Granite ISP		$367,294	$367,294	$3,035	$367,294	
Total Construction Costs:	$13,636,419	$11,574,006	$11,574,006	$95,653	$437,651	
Notes to Construction Costs:
The Applicant has provided an executed Construction Contract between Owner and Contractor, Langerman Construction LLC (“Contract”), with an effective date of November 17, 2025, where the basis of payment is the Cost of the Work plus a Fee with a not to exceed amount of $9,927,045. The contract states that retainage of 10% shall be withheld on all draws, but may be reduced in accordance with provisions of the Retainage Reduction Rider. The Rider states that retainage may be reduced to 5% at 75% completion and then to 2.5% until the loan reaches Final Endorsement, provided the HUD requirements are met.
The Contract specifies that the Contractor shall commence work within 14 days of the contract date and shall achieve Substantial Completion no later than December 1, 2026. Final payment will be made when the contract has been fully performed, the General Contractor has submitted final accounting for the Cost of the Work and a final Certificate for Payment has been issued by the Architect. The Owner’s final payment to the Contractor shall be payable upon the expiration of thirty (30) days after the Work hereunder is fully completed, provided the following have occurred: (1) all Work hereunder requiring inspection by Governmental Authorities having jurisdiction has been inspected and approved by such authorities and by the rating or inspection organization, bureau, association or office having jurisdiction; (2) all certificates of occupancy, or other approvals, with respect to the Project have been issued by Governmental Authorities; (3) Permission(s) to Occupy (HUD-92485) for all units of the Project have been issued by HUD; (4) where applicable, HUD shall have approved Contractor’s Certificate of Actual Cost; (5) as-built Drawings and Specifications, the as-built survey and all warranties have been delivered to Owner; and (6) all executed final advance documents required by HUD have been submitted.
Allowances:
Permit Fees	$50,000
Total	$50,000
Contract Costs not subject to GC Fee is for the Permit Fees allowance.
FF&E paid outside of Contract includes clubhouse and leasing office furniture, fitness equipment and interior design fees.

MMRB CREDIT UNDERWRITING REPORT	SMG

Granite Internet Service Provider (“ISP”) cost is based on the Internet Services Agreement executed May 21, 2025.
Costs for the Solar Panels are included in the Contract costs.
SMG received the General Contractor’s Certification of Requirements, whereby the General Contractor acknowledges and commits to adhere to all requirements related to a General Contractor as published within the Rule.
SMG engaged and received a Plan and Cost Analysis (“PCA”) from Dominion Due Diligence Group (“D3G”). Complete results are set forth in Section C of this CUR.

GENERAL DEVELOPMENT COSTS:	

Applicant Costs	
Revised Applicant Costs	
Underwriters Total Costs - CUR	

Cost Per Unit	
HC Ineligible Costs - CUR	
Accounting Fees	$15,000	$15,000	$15,000	$124	$7,500	
Appraisal	$17,000	$17,400	$14,400	$119		
Architect's Fees	$220,000	$242,930	$242,930	$2,008		
Builder's Risk Insurance	$113,135			$0		
Building Permits	$110,564	$74,453	$74,453	$615		
Capital Needs Assessment/Rehab	$20,000	$33,350	$31,300	$259		
Environmental Report	$104,000	$144,185	$144,185	$1,192		
Federal Labor Standards Monitoring				$0		
FHFC Administrative Fees	$179,580	$191,220	$218,609	$1,807	$218,609	
FHFC Application Fee	$3,000	$3,000	$3,000	$25	$3,000	
FHFC Compliance Fee	$130,000	$130,000	$136,884	$1,131	$136,884	
FHFC Credit Underwriting Fee	$15,000	$15,000	$16,984	$140	$16,984	
FHFC Other Processing Fee(s)				$0	$0	
Legal Fees - Organizational Costs	$280,000	$280,000	$280,000	$2,314	$140,000	
Lender Inspection Fees / Const Admin	$13,500	$14,250	$14,250	$118		
Market Study	$7,500	$7,500	$7,500	$62	$7,500	
Plan and Cost Review Analysis	$10,000	$10,000	$8,000	$66		
Survey	$15,000	$15,000	$15,000	$124	$3,750	
Tenant Relocation Costs	$142,500	$227,480	$227,480	$1,880		
Title Insurance and Recording Fees	$166,245	$182,929	$182,929	$1,512	$45,732	
Soft Cost Contingency (5.0%)	$100,000	$82,000	$81,645	$675		
Other: Cost Cert Capitalization	$276,763			$0		
Total General Development Costs:	$1,938,787	$1,685,697	$1,714,550	$14,170	$579,960	
Notes to the General Development Costs:
Architect’s Fees are based on the AIA Document B108-2009 Standard Form of Agreement between Owner, San Jose Preservation, Ltd. and Architect, Ebersoldt + Associates, LLC, dated May 22, 2025. Engineering fees are included in the Architect’s Fees as outlined in the Agreement.
There is no fee associated with Builder’s Risk. Per Applicant, this is covered under the Applicant’s master policy for general liability.
The FHFC Administrative Fee is based on 9% of the recommended annual allocation of HC.
The FHFC Application Fee is reflective of the application fee for 4% HC.
The FHFC Compliance Fee is for future compliance monitoring fees, due at closing, based on the FHFC Compliance Fee model.
Legal Fees include Applicant legal fees associated with the acquisition and financing of the Development. SMG estimates that 50% of these costs to be ineligible.

MMRB CREDIT UNDERWRITING REPORT	SMG

Survey and Title Insurance and Recording Fees are based on estimates provided by the Applicant, which appear reasonable. SMG estimates that 25% of these costs are ineligible.
Other General Development Costs are based on the Applicant’s estimates, which appear reasonable.

MMRB CREDIT UNDERWRITING REPORT	SMG

FINANCIAL COSTS:	

Applicant Costs	
Revised Applicant Costs	
Underwriters Total Costs - CUR	

Cost Per Unit	
HC Ineligible Costs - CUR	
Construction Loan Interest	$646,355	$691,912	$691,912	$5,718	$148,381	
Permanent Loan Application Fee	$3,000	$3,000	$3,000	$25	$3,000	
Permanent Loan Closing Costs	$95,000	$95,000	$95,000	$785	$95,000	
Permanent Loan Commitment Fee	$73,208	$145,563	$144,762	$1,196	$144,762	
Bridge Loan Closing Costs	$35,000	$35,000	$35,000	$289		
Bridge Loan Commitment Fee	$151,127	$154,721	$137,792	$1,139		
Bridge Loan Interest	$1,146,820	$1,120,994	$1,120,994	$9,264	$332,922	
Local HFA Bond Application Fee	$27,500	$10,000	$10,000	$83	$10,000	
Local HFA Bond Cost of Issuance	$571,695	$521,250	$521,250	$4,308	$521,250	
Local HFA Bond Interest	$1,705,000	$1,361,100	$1,361,100	$11,249	$1,131,883	
Local HFA Bond Trustee Fee	$25,000	$25,000	$25,000	$207	$25,000	
Local HFA Bond Underwriting Fee	$137,500	$137,500	$137,500	$1,136	$137,500	
Local HFA Legal - Issuer's Counsel	$117,500	$150,000	$150,000	$1,240	$150,000	
Local HFA Legal - U/W's Counsel		$37,500	$37,500	$310	$37,500	
FHA MIP (Prepayment)	$36,604	$48,521	$48,521	$401		
FHA Exam Fee	$129,332	$83,509	$83,348	$689		
Other: Syndicator Fees	$75,000	$100,000	$100,000	$826		
Total Financial Costs:	$4,975,641	$4,720,570	$4,702,679	$38,865	$2,737,198	
Dev. Costs before Acq., Dev. Fee & Reserves	$20,550,847	$17,980,273	$17,991,235	$148,688	$3,754,808	
Notes to the Financial Costs:
Permanent Loan Closing Costs include Lender’s Counsel and other miscellaneous costs.
Permanent Loan Commitment Fee equals 1.50% of the permanent loan amount and is consistent with the Grandbridge LOI.
FHA MIP, FHA Exam Fee, HUD Inspection Fee and HUD Application Fee amounts are consistent with the Grandbridge LOI.
Bridge Loan Commitment Fee includes 0.75% of the anticipated Equity Bridge Loan amount and the Put/Call Equity Bridge Loan, consistent with the Truist LOI.
Cost of Issuance includes Upfront Issuer Fee, Financial Advisory Fee, Bond Financing Fee, Issuer Credit Underwriting Fee and Miscellaneous Costs.
FHA Exam Fee includes a 0.30% Examination Fee consistent with the Grandbridge LOI along with FHA Inspection fees estimated by the Applicant.
Syndicator fees represent the cost for legal fees and other closing costs associated with the tax credit equity provided by TCC.
All other Financial Costs are based on the Applicant’s estimates which appear reasonable.

NON-LAND ACQUISITION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Building Acquisition Cost	$17,728,920	$24,512,500	$24,836,250	$205,258		
Dev. Fee on Non-Land Acq. Costs (18.0%)	$3,191,206	$4,412,250	$4,470,525	$36,946		
Total Non-Land Acquisition Costs:	$20,920,126	$28,924,750	$29,306,775	$242,205	$0	
Notes to the Non-Land Acquisition Costs:
Applicant provided an executed, undated Agreement for Purchase and Sale of Real Property (“PSA”), and an Amended and Restated Agreement for Purchase and Sale of Real Property (“ARPSA”), dated April 23, 2025 between San Jose Preservation, Ltd. (“Purchaser”) and Seller. The final purchase price

MMRB CREDIT UNDERWRITING REPORT	SMG

is stated as the lower of $26,500,000 and the as-is value of the Property as determined by an FHFC appraisal. The sales price includes the Purchaser’s assumption of the Seller’s FHA insured indebtedness. The closing date is no later than December 31, 2025.
The “As-Is” appraised value, subject to favorable financing, is $26,540,000, based on the appraisal completed by BBG. Total acquisition costs are limited to the lesser of the appraised value or the purchase price, or in this instance the purchase price. Building Acquisition Cost is calculated as the difference between the purchase price and the portion attributable to land of $1,663,750.
Maximum Developer Fee on Non-Land Acquisition Costs is 18% of the amount allocated to Building Acquisition Cost.

DEVELOPER FEE ON NON-ACQUISTION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Developer Fee - Unapportioned	$3,700,985	$3,226,136	$3,167,861	$26,181		
Total Dev. Fee on Non-Acq. Costs (17.6%):	$3,700,985	$3,226,136	$3,167,861	$26,181	$0	
Notes to Developer Fee on Non-Acquisition Costs:
Total Developer Fee does not exceed 18% of Total Development Costs, exclusive of Non-Land Acquisition Costs, Land Acquisition Costs and Reserves.

LAND ACQUISITION COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Land Acquisition Cost	$1,437,480	$1,987,500	$1,663,750	$13,750	$1,663,750	
Total Acquisition Costs:	$1,437,480	$1,987,500	$1,663,750	$13,750	$1,663,750	
Notes to the Land Acquisition Costs:
The Pinellas County Property Appraiser’s website indicates a Land Value of $1,663,750.
The “As-is” Fee Simple Land Value is $3,050,000.
The Land Value according to FHFC’s third Land Allocation Method, the Land Value is $3,045,403.
Based upon FHFC’s Land Allocation criteria, SMG has utilized the lower of the three values discussed above.

RESERVE ACCOUNTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
Operating Deficit Reserves	$550,278	$391,710	$585,794	$4,841	$585,794	
Replacement Reserves		$121,000	$121,000	$1,000	$121,000	
Reserves - Working Capital	$267,415	$194,084		$0	$0	
Total Reserve Accounts:	$817,693	$706,794	$706,794	$5,841	$706,794	
Notes to Reserve Accounts:
Operating Deficit Reserves are a TCC requirement and the amount is consistent with the LOI.
Replacement Reserves are estimated by the Applicant based on HUD’s standard upfront replacement reserve amount of $1,000 per unit.

TOTAL DEVELOPMENT COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
TOTAL DEVELOPMENT COSTS:	$47,427,131	$52,825,453	$52,836,415	$436,665	$6,125,352	

MMRB CREDIT UNDERWRITING REPORT	SMG

RFA Limits	Maximum per
RFA (%)	Actual at
CUR (%)	Maximum per RFA
($)	Actual at
CUR ($)	
General Contractor Fee	14.00%	14.00%	$1,212,971	$1,212,970	
Hard Cost Contingency	15.00%	10.00%	$1,489,057	$992,705	
Soft Cost Contingency	5.00%	5.00%	$81,645	$81,645	
Developer Fee	18.00%	17.84%	$7,708,947	$7,638,386	

Notes to Rule Limits:
General Contractor Fee, Hard Cost Contingency, Soft Cost Contingency and Developer Fee are all within maximum limits as established by the Rule.

SMG

Section B

Loan Conditions,
HC Allocation Recommendation, and Contingencies

MMRB CREDIT UNDERWRITING REPORT	SMG

Special Conditions
This recommendation is contingent upon receipt of the following item by OCHFA at least 30 days prior to real estate loan closing. Failure to submit this item within this time frame may result in postponement of the loan closing date.
Receipt and satisfactory review of an executed Management Agreement with terms not substantially different from those provided during credit underwriting.
Receipt and review of executed Operating Agreement of San Jose Employee Fund LLC with no material changes.
Receipt of amendment or assignment of the Internet Services Agreement to the Applicant entity, San Jose Preservation, Ltd.
Scope of work to be revised to include the addition of one (1) washer and one (1) dryer to the laundry facility, bringing the total to ten (10) each, exceeding the minimum number required.
Receipt of ADA Design Certification Form 128.
General Conditions
This recommendation is contingent upon the review and approval of the following items by Seltzer and OCHFA at least 30 days prior to real estate loan closing. Failure to receive approval of these items within this time frame may result in postponement of the loan closing.
Applicant to comply with any and all recommendations noted in the Plan and Cost Review.
Signed and sealed survey, dated within 90 days of closing, unless otherwise approved by OCHFA, and its Legal Counsel, based upon the particular circumstances of the transaction. The Survey shall be certified to OCHFA and its Legal Counsel, as well as the title insurance company, and shall indicate the legal description, exact boundaries of the Development, easements, utilities, roads, and means of access to public streets, total acreage and flood hazard area, and any other requirements of OCHFA.
Final “as permitted” (signed and sealed) site plans, building plans and specifications. The geotechnical report, if any, must be bound within the final plans and specifications.
Building permits and any other necessary approvals and permits (e.g., final site plan approval, water management district, Department of Environmental Protection, Army Corps of Engineers, Department of Transportation, etc.). Acceptable alternatives to this requirement are receipt and satisfactory review of a letter from the local permitting and approval authority that the above referenced permits and approvals will be issued upon receipt of applicable fees (with no other conditions), or evidence of 100% lien-free completion, if applicable. If a letter is provided, copies of all permits will be required as a condition of the first post-closing draw.
Final sources and uses of funds itemized by source and line item, in a format and in amounts approved by the Servicer. A detailed calculation of the construction interest based on the final draw schedule (see below), documentation of the closing costs, and draft loan closing statement must also be provided. The sources and uses of funds schedule will be attached to the Loan Agreement as the approved development budget.
A final construction draw schedule showing itemized sources and uses of funds for each monthly

MMRB CREDIT UNDERWRITING REPORT	SMG

draw. MMRB Loan Proceeds shall be disbursed pro-rata with other funding sources during the construction or rehabilitation period, unless otherwise approved by the Credit Underwriter. The closing draw shall include appropriate backup and ACH wiring instructions.
Construction Period Developer Fee shall be the lessor of i) 50% of the Total Developer Fee or ii) the Total Developer Fee less the Deferred Developer Fee listed in the Sources and Uses for the construction period, as calculated by the Servicer. At closing, a maximum of 35% of the Construction Period Developer Fee may be funded. Remaining Construction Period Developer Fee will be disbursed during construction/rehabilitation on a pro rata basis, based on the percentage of completion of the development, as approved and reviewed by OCHFA and Servicer.
Evidence of general liability, flood (if applicable), builder’s risk and replacement cost hazard insurance (as certificates of occupancy are received) reflecting OCHFA as Loss Payee / Mortgagee, with coverage’s, deductibles and amounts satisfactory to OCHFA, and as applicable, the FHFC Insurance Guide.
The General Contractor shall secure a payment and performance bond equal to 100 percent of the total construction cost listing OCHFA as a co-obligee, whose terms do not adversely affect the Corporation’s interest, issued in the name of the General Contractor, from a company rated at least “A-” by AMBest & Co., or a Corporation-approved alternate security for the General Contractor’s performance such as a letter of credit issued by a financial institution with a senior long term (or equivalent) credit rating of at least “Baa3” by Moody’s, or at least “BBB-” by Standard & Poor’s or Fitch, or a financial rating of at least 175 by IDC Financial Publishing. The LOC must include “evergreen” language and be in a form satisfactory to OCHFA, its Servicer and its Legal Counsel.
Architect, Construction Consultant, and Applicant certifications on forms provided by Florida Housing will be required for both design and as-built with respect to Section 504 of the Rehabilitation Act, the Americans with Disabilities Act (“ADA”), and Federal Fair Housing Act requirements, as applicable.
A copy of an Amended and Restated Limited Partnership Agreement reflecting purchase of the HC under terms consistent with the assumptions contained within this Credit Underwriting Report. The Amended and Restated Limited Partnership Agreement shall be in a form and of financial substance satisfactory to Servicer and to OCHFA and its Legal Counsel.
At all times there will be undisbursed loan funds (collectively held by OCHFA, the first lender and any other source) sufficient to complete the Development. If at any time there are not sufficient funds to complete the Development, the Applicant will be required to expend additional equity on Development costs or to deposit additional equity with OCHFA which is sufficient (in OCHFA judgment) to complete the Development before additional loan funds are disbursed. This condition specifically includes escrowing at closing all equity necessary to complete construction or another alternative acceptable to OCHFA in its sole discretion.
This recommendation is contingent upon the review and approval of the following items by OCHFA and its Legal Counsel at least 30 days prior to real estate loan closing. Failure to receive approval of these items within this time frame may result in postponement of the loan closing.
Documentation of the legal formation and current authority to transact business in Florida for the Applicant, the general partner/member(s)/principal(s)/manager(s) of the Applicant, the

MMRB CREDIT UNDERWRITING REPORT	SMG

guarantors, and any limited partners/members of the Applicant.
Signed and sealed survey, dated within 90 days of closing, unless otherwise approved by OCHFA, and its Legal Counsel, based upon the particular circumstances of the transaction. The Survey shall be certified to OCHFA and its Legal Counsel, as well as the title insurance company, and shall indicate the legal description, exact boundaries of the Development, easements, utilities, roads, and means of access to public streets, total acreage and flood hazard area, and any other requirements of OCHFA.
An acceptable updated Environmental Audit Report, together with a reliance letter to OCHFA, prepared within 90 days of MMRB loan closing, unless otherwise approved by OCHFA, and Legal Counsel, based upon the particular circumstances of the transaction. Applicant to comply with any and all recommendations noted in the Environmental Assessment(s) and Update and the Environmental Review, if applicable.
Title insurance pro-forma or commitment for title insurance with copies of all Schedule B exceptions, in the amount of the MMRB loan naming OCHFA as the insured. All endorsements required by OCHFA shall be provided.
OCHFA and its Legal Counsel shall review and approve all other lenders closing documents and the Amended and Restated Limited Partnership Agreement or other applicable agreement. OCHFA shall be satisfied in its sole discretion that all legal and program requirements for the Loans have been satisfied.
Evidence of insurance coverage pursuant to the Request for Application governing this proposed transaction and, if applicable, the FHFC Insurance Guide.
Receipt of a legal opinion from the Applicant’s Legal Counsel acceptable to OCHFA addressing the following matters:
The legal existence and good standing of the Applicant and of any partnership or limited liability company that is the general partner of the Applicant (the "GP") and of any corporation or partnership that is the managing general partner of the GP, of any corporate guarantor and any manager;
Authorization, execution, and delivery by the Applicant and the guarantors, of all loan documents;
The Loan documents being in full force and effect and enforceable in accordance with their terms, subject to bankruptcy and equitable principles only;
The Applicant's and the guarantor's execution, delivery and performance of the loan documents shall not result in a violation of, or conflict with, any judgments, orders, contracts, mortgages, security agreements or leases to which the Applicant is a party or to which the Development is subject to the Applicant’s Partnership/Operating Agreement and;
Such other matters as Florida Housing or its Legal Counsel may require.
Evidence of compliance with local concurrency laws, as applicable.
UCC Searches for the Applicant, its partnerships, as requested by Legal Counsel.
Such other assignments, affidavits, certificates, financial statements, closing statements, and

MMRB CREDIT UNDERWRITING REPORT	SMG

other documents as may be reasonably requested by Florida Housing or its Legal Counsel in form and substance acceptable to OCHFA and its Legal Counsel, in connection with the loan(s).
Any other reasonable conditions established by OCHFA and its Legal Counsel. Additional Conditions:
This recommendation is also contingent upon the following additional conditions:
Compliance with all provisions of Sections 420.507, 420.5087, and 420.509, Florida Statutes, Rule Chapters 67-21, 67-48, 67-53, and 67-60, F.A.C., and any other State and Federal requirements.
Acceptance by the Applicant and execution of all documents evidencing and securing the MMRB loan in form and substance satisfactory to OCHFA and its Legal Counsel, including, but not limited to, the Promissory Note(s), the Loan Agreement(s), the Mortgage and Security Agreement(s), the Land Use Restriction Agreement(s), and Extended Low-Income Housing Agreement(s).
All amounts necessary to complete construction must be deposited with the Fiscal Agent prior to Loan closing, or any phased HC Equity pay-in of amount necessary to complete construction shall be contingent upon an unconditional obligation, through a Joint Funding Agreement or other mechanism acceptable to OCHFA, of the entity providing HC Equity payments (and evidence that 100% of such amount is on deposit with such entity at Loan Closing) to pay, regardless of any default under any documents relating to the HC as long as the First Mortgage continues to be funded.
If applicable, receipt and satisfactory review of Financial Statements from all Guarantors dated within 90 days of Real Estate Closing.
Guarantors are to provide the standard OCHFA Construction Completion Guaranty, to be released upon lien free completion as approved by the Servicer.
Guarantors for the MMRB are to provide the standard OCHFA Operating Deficit Guaranty. If requested in writing by the Applicant, Servicer will consider a recommendation to release the Operating Deficit Guaranty if all conditions are met, including achievement of a 1.15 DSC on the permanent First Mortgage MMRB as determined by OCHFA or the Servicer, and 90% Occupancy and 90% of Gross Potential Rental Income net of utility allowances, if applicable, for a period equal to twelve (12) consecutive months, all certified by an independent Certified Public Accountant (“CPA”) and verified by the Servicer. The calculation of the debt service coverage ratio shall be made by OCHFA or the Servicer. Notwithstanding the above, the Operating Deficit Guaranty shall not terminate earlier than three (3) years following the final certificate of occupancy.
Guarantors are to provide the standard OCHFA Environmental Indemnity Guaranty.
Guarantors are to provide the standard OCHFA Guaranty of Recourse Obligations.
A mortgagee title insurance lender’s policy naming OCHFA as the insured mortgage holder in the amount of the Loans is to be issued at closing. Any exceptions to the title insurance policy must be acceptable to OCHFA or its Legal Counsel. All endorsements that are required by OCHFA are to be issued and the form of the title policy must be approved prior to closing.
Property tax and hazard insurance escrows are to be established and maintained by the First Lender or the Servicer. In the event the reserve account is held by OCHFA’s loan servicing agent, the release of funds shall be at OCHFA’s sole discretion.

MMRB CREDIT UNDERWRITING REPORT	SMG

Replacement Reserves in the minimum amount of $300 per unit per year are required to be deposited on a monthly basis into a designated escrow account, to be maintained by the First Mortgagee/Credit Enhancer, the Fiscal Agent, or OCHFA loan servicing agent. However, Applicant has the option to prepay Replacement Reserves, as allowed per RFA and Rule Chapters 67-21 and 67-48, in an amount equal to one-half the required Replacement Reserves for Years 1 and 2, in order to meet the applicable DSC loan requirements. Applicant can waive this election, if at closing of the loan(s) the required DSC is met without the need to exercise the option. The initial Replacement Reserve will have limitations on the ability to be drawn. Preservation or Rehabilitation Developments (with or without acquisition) shall not be allowed to draw until the start of the scheduled replacement activities as outlined in the pre-construction Capital Needs Assessment report (“CNA”) subject to the activities completed in the scope of rehabilitation, but not sooner than the third year.
The amount established as a Replacement Reserve shall be adjusted based on a Capital Needs Assessment (“CNA”) to be received by the Corporation or its servicers, prepared by an independent third party and acceptable to the Corporation and its servicers at the time the CNA is required, beginning no later than the 10th year after the first residential building in the Development receives a certificate of occupancy, a temporary certificate of occupancy, or is placed in service, whichever is earlier (“Initial Replacement Reserve Date”). A subsequent CNA is required no later than the 15th year after the Initial Replacement Reserve Date and subsequently every five
(5) years thereafter.
Dominion Due Diligence Group or other construction inspector acceptable for OCHFA is to act as OCHFA’s inspector during the construction period.
Under the terms of the construction contract, which includes Exhibit E Retainage Reduction Rider (“Rider”), retainage of ten percent (10%) shall be withheld on all draws, but may be reduced in accordance with provisions of the Rider. The Rider states that retainage may be reduced to 5% at 75% completion and then to 2.5% until the loan reaches Final Endorsement, subject to meeting HUD Requirements.
Satisfactory completion of a pre-loan closing compliance audit conducted by OCHFA or its Servicer, if applicable.
Closing of all funding sources prior to or simultaneous with the closing of the MMRB loan.
Satisfactory completion of a pre-loan closing compliance audit conducted by OCHFA or its Servicer, if applicable.

SMG

Section C

Supporting Information and Schedules

MMRB CREDIT UNDERWRITING REPORT	SMG

Additional Development and Third-Party Supplemental Information
Appraisal Summary:
Appraisal Summary Questions	Responses	Note	
Appraisal Firm Name	BBG, Inc		
Date of Report	7/8/2025		
Confirm certified and prepared for FHFC (Y/N)	Y		
Date appraisers license expires (should be after report date)	12/31/2025		
Occupancy at Stabilization: Economic (%)	95.0%		
Occupancy at Stabilization: Physical (%)	96.0%		
Value: As Is market value of the land	$3,050,000		
As of date and type of interest (as if vacant land)	4/22/2025; Fee simple		
Value: As Is market value (as improved)	$26,540,000	1.	
As of date and type of interest (as improved)	4/22/2025; Leased Fee		
Value: "As Complete and Stabilized", subject to unrestricted rents	$24,300,000		
As of date and type of interest (unrestricted rents)	4/22/2025; Fee simple		
Value: "As Complete and Stabilized", subject to restricted rents	$26,700,000		
As of date and type of interest (restricted rents)	4/22/2025; Leased Fee		
Value: "As Complete and Stabilized", subject to favorable financing	$30,040,000		
Does the As Is value of land or land & improvements to be acquired support the acquisition
cost? (Y/N)	Yes		
The As Is market value shown is as encumbered. BBG determined the value of Favorable Financing to be $3,340,000. Favorable Financing value is applicable to this transaction due to the assumption of the Seller’s FHA HUD 223(f) loan and has been added to the As Is value.

Market Study Summary:
BBG states the PMA is known as the East Orlando Submarket and the formal PMA is generally bounded by Red Bug Lake Road to the north, King Street to the east, Martin Anderson Beachline Exp. to the south, and Alake Howell Road to the west within the City of Casselberry, Seminole County.

MMRB CREDIT UNDERWRITING REPORT	SMG

BBG notes that no tenants will be displaced during the rehabilitation process. As such an absorption rate analysis is not warranted.
Environmental Report Summary:
Environmental Report Summary Questions	Responses	Note	
Preparer Firm Name	Dominion Due Diligence Group		
Date of Report	5/15/2025		
Type of Report	Phase I Environmental Site Assessment		
Confirm certified and prepared for FHFC (Y/N)	N		
Were any Recognized Environmental Conditions (RECs) noted? (Y/N)	N	1.	
Is any further investigation required? (Y/N)	N		
No Recognized Environmental Conditions (RECs) were identified; however, two de minimis conditions require attention: the presence of Asbestos-Containing Materials, which are being managed under an existing Operations and Maintenance Program, and radon levels, for which mitigation is included in the rehabilitation Scope of Work.
Plan and Cost Analysis Report Summary:
Property Conditions Report (PCR) Summary Questions	Responses	Note	
Preparer Firm Name	Dominion Due Diligence Group		
Date of Report	7/9/2025		
Confirm certified and prepared for FHFC (Y/N)	Y		
Were all features and amenties in Exhibit B present in the PCA report? (Y/N)	Y		
Is the GC Contract a Guaranteed Maximum Price Contract? (Y/N)	Y		
General Contract (GC Contract) Amount (PCA should match GC Contract)($)	$9,927,045		
Cost per Unit	$85,397		
Is the Cost per Unit reasonable? (Y/N)	Y		
Construction schedule to substantial completion	12 months		
Is the development timeline considered feasible? (Y/N)	Y		
Was an ADA Accessibility Review completed? (Y/N)	Y		
Are accessibility requirements met and have executed Florida Housing Fair Housing,
Section 504 and ADA Design Certificaiton Forms 121, 126, and 128 been received? (Y/N)	N	1.	
Does the design conform with all applicable Florida Building and Design Codes? (Y/N)	Y		
Are the drawings and specifications satisfactory for completion and adherance to the scope of the project? (Y/N)	Y		
Reciept of ADA Design Certification Form 128 is a condition to close.

MMRB CREDIT UNDERWRITING REPORT	SMG

Capital Needs Assessment Summary:

Capital Needs Assessment (CNA) Report Summary Questions	Responses	Note	
Preparer Firm Name	Dominion Due Diligence Group		
Date of Report	6/18/2025		
Confirm certified and prepared for FHFC (Y/N)	N		
Is the preparer on the list of FHFC approved providers? (Y/N)	N		
Was the CNA completed before underwriting started? (Y/N)	N		
General Physical Condition	Fair		
Critical Repairs ($)	$0.00		
ADA Repair Costs ($)	$9,050.00		
Immediate/Priority Repairs ($)	$8,673,375		
Deferred Maintenance ($)	$0.00		
Upfront Replacement Reserves Recommended ($)	$0.00		
Replacement Reserves Recommended per Unit ($)	$430.00	1.	
Is additional evaluation required? (Y/N)	N		
Were all features, amenities, and repairs within the scope of the project? (Y/N)	Y		
Replacement Reserves in the CNA are based on a 12-year schedule. Per Rule 67-21, in the case of rehabilitation, the greater of $300 per unit per year or the amount identified in the PCA will be used. Based on the updated replacement reserve analysis provided by D3G in the PCA, D3G calculates a
$290 per unit per year in inflated dollars reserve based on a 15-year schedule, therefore, Seltzer has utilized the $300 per unit per year.
Site Inspection Summary:
Site Visit Summary Questions	Responses	Note	
Name of Inspector	Tarrah LaPolla		
Date of Inspection	6/4/2025		
Were the observation(s) of the insepector in line with the Market Study? (Y/N)	Y		

MMRB CREDIT UNDERWRITING REPORT	SMG

Applicant Organizational Chart at closing:

MMRB CREDIT UNDERWRITING REPORT	SMG

Applicant Organizational Chart after TCC or affiliate admitted as Investor Limited Partner (anticipated January 2025):

MMRB CREDIT UNDERWRITING REPORT	SMG

Slide 3 for San Jose Employee Fund, LLC: Applicable to both Applicant Organizational Charts above

MMRB CREDIT UNDERWRITING REPORT	SMG

Developer Organizational Chart:

MMRB CREDIT UNDERWRITING REPORT	SMG

Developer Organizational Chart continued for San Jose Developer DDF Member, LLC:

MMRB CREDIT UNDERWRITING REPORT	SMG

Applicant & Related Party Table

San Jose Preservation, Ltd.	
San Jose Preservation GP, LLC	
Lincoln Avenue Capital LLC	
San Jose
Developer LLC	Jeremy Bronfman 2014 Revocable Trust	
Jeremy S. Bronfman	
Truist Community Capital, LLC	
Langerman Construction	
The Partnership, Inc	

Note	

Relationship Type	Applicant/ Guarantor	General Partner/
Guarantor	
Guarantor	Developer/ Guarantor	Principal/ Guarantor	Principal/ Guarantor	
Syndicator	General Contractor	Management Company		
Contact Person Name & Title	Jeremy
Bronfman						Lesli Carroll	Adam Taylor	Hugh Jacobs		

Contact Information	
(424) 222-8258						
(352) 874-4375	
(386) 320-0114	
(561) 655-6775		
Are Construction Completion, Operating Deficit, Environmental Indemnity and Recourse Obligations required to be
signed?	
Y	
Y	
Y	
Y	
Y	
Y	
N	
N	
N		
Does entity have the necessary
experience?	N; SPE	N; SPE	Y	N; SPE	Y	Y	Y	Y	Y		
Has a credit evaluation been completed
and is it satisfactory?	Y	Y	Y	Y	N/A	Y	N/A	Y	N/A		
Have bank statements and/or trade references been received and reviewed and are they adequate?	
N; SPE	
N; SPE	
Y	
N; SPE	
Y	
Y	
N/A	
N/A	
N/A		
Have all financial statements been
reviewed and are they adequate?	N; SPE	N; SPE	Y	N; SPE	Y	Y	Y	NA	NA		
Have a Statements of Financial & Credit Affairs been reviewed for contingent
liabilities?	
Y	
Y	
Y	
Y	
Y	
Y	
N/A	
N/A	
N/A		
P&P Bond, or LOC, required and received
from company adequately rated as required by Rule?	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
Y	
N/A	
1.	
Have the Management Agreement and
Plans been received, dated, and executed?	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N	
2.	
Has the Property Manager been approved by FHFC's Asset Mgmt Dept (and if Rehab have they been approved prior to or at
closing)?	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N/A	
N	
3.	
Does the entity have the relevant experience and possess the financial wherewithal to successfully construct and operate the Development as proposed?	
N; SPE	
N; SPE	
Y	
N; SPE	
Y	
Y	
Y	
Y	
Y		

MMRB CREDIT UNDERWRITING REPORT	SMG

Received Letter of Bondability, dated April 28, 2025. A copy of the P&P Bond is a condition to close.
Executed Management Agreement with no material changes is a condition to close.
Approval of property manager, The Partnership, Inc (“TPI”), by Florida Housing’s Asset Management Department prior to the commencement of lease-up activity is required. Continued approval will be contingent upon ongoing satisfactory performance.

MMRB CREDIT UNDERWRITING REPORT	SMG

HOUSE CREDIT ALLOCATION CALCULATION
Qualified Basis Calculation
Section I: Qualified Basis Calculation	
	
Development Cost	$52,836,415	
	Less: Land Cost 	($1,663,750)	
	Less: Federal Funds	$0	
	Less: Other Ineligible Cost	($4,461,602)	
	Less: Disproportionate Standard	$0	
	Acquisition Eligible Basis 	$0	
	Rehabilitation Eligible Basis 	$46,711,062	
Total Eligible Basis 	$46,711,062	
Applicable Fraction	100.00%	
DDA/QCT Basis Credit 	130.00%	
	Acquisition HC Percentage	4.00%	
	Rehabilitation HC Percentage	4.00%	
	Annual HC on Acquisition	$0	
	Annual HC on Rehabilitation	$2,428,975	
Annual Housing Credit Allocation (for Acq/Rehab)	$2,428,975	
	
Notes to the Qualified Basis Calculation:
“Other Ineligible Costs” include but are not limited to a portion of the following fees: site work, accounting, legal, title insurance and recording, survey, loans and bond interest and the all of the following fees: Granite ISP, FHFC underwriting, application, compliance and administrative fees, market study, permanent loan costs, bond costs and reserves.
The Development is 100% set-aside; therefore, the Applicable Fraction is 100%.
The Development is located in a Small Difficult Development Area (“SADDA”). Therefore, the Development is eligible for the 130% multiplier for the Annual Housing Credit Allocation.
Per the FY 2021 Omnibus Consolidated Appropriations Act passed by Congress as of December 21, 2020, a permanent 4% minimum HC rate was established. For purposes of this report, a HC percentage of 4.00% has therefore been applied.

SAN JOSE APARTMENTS	EXHIBIT 1 , PAGE 1
JULY 9, 2025 

MMRB CREDIT UNDERWRITING REPORT	SMG

GAP Calculation
Section II: Gap Calculation	
	
Total Development Cost (Including Land and Ineligible Costs)	$52,836,415	
	
	Less: Mortgages	($25,418,809)	
	Less: Grants	$0	
Equity Gap	$27,417,606	
	
Percentage to Investment Partnership	99.99%	
HC Syndication Pricing	$0.91	
HC Required to Meet Gap	$30,132,251	
Annual HC Required	$3,013,225	
	
Notes to the GAP Calculation:
Mortgages include the existing HUD 223(f) first mortgage provided by Suntrust n/k/a Truist, Grandbridge second mortgage, and a Seller Note.
The HC Syndication Pricing of $0.91 per dollar and HC Percentage to Investment Partnership are based upon the LOI from TCC, dated June 25, 2025.
Tax Credit 50% Test
Section III: Tax-Exempt Bond 50% Test	
	
Total Depreciable Cost	$46,711,062	
	Plus: Land Cost	$1,663,750	
Aggregate Basis	$48,374,812	
	
Tax-Exempt Bond Amount	$27,500,000	
	Less: Debt Service Reserve	$0	
	Less: Proceeds Used for Costs of Issuance	$0	
	Plus: Tax-exempt GIC earnings	$0	
Tax-Exempt Proceeds Used for Building and Land	$27,500,000	
	
Proceeds Divided by Aggregate Basis	56.85%	
	
Notes to Tax Credit 50% Test:
Based upon this analysis, the 50% Test is satisfactory.

MMRB CREDIT UNDERWRITING REPORT	SMG

Summary
Section III: Summary	
	
HC per Qualified Basis 	$2,428,975	
HC per Gap Calculation	$3,013,225	
	
Annual HC Recommended	$2,428,975	
	
Notes to Summary:
The Annual HC Recommended is equal to the lesser of the Qualified Basis or the GAP Calculation. Therefore, the Qualified Basis was utilized.

MMRB CREDIT UNDERWRITING REPORT	SMG

San Jose Apartments Features and Amenities

The Project provides ample in-unit and onsite amenities. Unit amenities include:
Air conditioning - 15.2 SEER
Ceiling fans in living room and bedrooms
Window coverings for each window
High speed internet access
Cable TV hook-ups
Range
Dishwasher
Oven
Refrigerator
Microwave
Balconies
Low flow toilets and bathroom aerators to increase energy efficiency

Community amenities include:

Clubhouse
Playground
Laundry facilities to be supplied free of charge
Swimming pool
Rooftop solar

SAN JOSE APARTMENTS	EXHIBIT 2 , PAGE 1
JULY 9, 2025 

Section V

RESOLUTION NO. 2026-04
(A RESOLUTION OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY AMENDING AND RESTATING RESOLUTION NO. 2026-02 ORIGINALLY ADOPTED ON OCTOBER 21, 2025, TO CHANGE THE FINANCING STRUCTURE TO REMOVE THE ISSUANCE OF SUBORDINATE TAX EXEMPT NOTES, TO CHANGE THE AUTHORIZED MAXIMUM PAR AMOUNT AND TO CHANGE THE SERIES DESIGNATION)
RESOLUTION OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY (THE “AUTHORITY”) AUTHORIZING THE ISSUANCE BY THE AUTHORITY OF (I) NOT EXCEEDING $15,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS, 2026 SERIES A (SAN JOSE APARTMENTS) (THE “BONDS”); ESTABLISHING PARAMETERS FOR THE AWARD OF THE SALE THEREOF TO RBC CAPITAL MARKETS, LLC IN THE CASE OF THE BONDS AND ESTABLISHING CRITERIA FOR DETERMINING THE TERMS THEREOF, INCLUDING THE DATE, INTEREST RATE, INTEREST PAYMENT DATES AND MATURITY SCHEDULE AND OTHER TERMS OF SUCH BONDS AND NOTES, RESPECTIVELY; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE WITH RESPECT TO THE BONDS; LOAN AGREEMENTS WITH RESPECT TO THE BONDS; ENDORSEMENT OF THE MULTIFAMILY PROMISSORY NOTES WITH RESPECT TO THE BONDS; LAND USE RESTRICTION AGREEMENT; ARBITRAGE REBATE AGREEMENT; AND ALL EXHIBITS THERETO; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF A COMPLIANCE MONITORING AGREEMENT, MORTGAGE LOAN AGREEMENT AND OTHER ISSUER DOCUMENTS TO WHICH THE AUTHORITY IS A PARTY OR BENEFICIARY; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS AND APPROVING THE FORM OF THE PURCHASE CONTRACT AND EXECUTION THEREOF RELATING TO THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITER; AUTHORIZING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT FOR THE BONDS AND AUTHORIZING THE PREPARATION, DISTRIBUTION AND EXECUTION OF A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF THE BONDS; AUTHORIZING THE APPOINTMENT OF A TRUSTEE WITH RESPECT TO THE BONDS, AND OF A REBATE ANALYST; ACCEPTING AN UPDATE LETTER TO THE CREDIT UNDERWRITING REPORT; AUTHORIZING THE EXECUTIVE DIRECTOR AND CHAIRMAN OR VICE CHAIRMAN OR ANY AUTHORITY MEMBER TO TAKE ANY OTHER ACTIONS NECESSARY

TO ISSUE THE BONDS AND MAKING OTHER PROVISIONS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Legislature of the State of Florida (the “State”) has enacted the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended (the “Act”), pursuant to which the State has empowered each county in the State to create by ordinance a separate public body corporate and politic, to be known as a housing finance authority of the county for which it was created, for the purpose of alleviating a shortage of housing and creating capital for investment in housing in the area of operation of such housing finance authority; and
WHEREAS, the Authority has entered into an Interlocal Agreement, dated as of October 22, 2024, between the Authority and Seminole County, which, among other things, permits the Authority to operate within the territorial boundaries of Seminole County to provide financing for qualifying housing developments within Seminole County; and
WHEREAS, pursuant to the Act, the Osceola County Housing Finance Authority (the “Authority”) has determined to authorize the issuance of not exceeding (i) $15,000,000 aggregate principal amount of its Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) for the purpose of financing the acquisition and construction of a residential rental project for persons of low and moderate income (the “Project”). The Bonds are to be secured by cash and Permitted Investments (as defined in the hereinafter described Trust Indenture) sufficient, without need for reinvestment, to pay interest on the Bonds when due and to pay the principal of the Bonds at maturity or upon redemption; and
WHEREAS, the Authority deems it necessary to provide for the form of a Trust Indenture to be entered into with a bank or trust company to serve as Trustee, and provide for the form of a Loan Agreement; Multifamily Promissory Note, Land Use Restriction Agreement and Arbitrage Rebate Agreement for the Bonds and to authorize additional documents in connection therewith; and
WHEREAS, the Authority wishes to approve the Preliminary Official Statement relating to the Bonds and to authorize distribution of a Preliminary Official Statement for the Bonds and to authorize the preparation and distribution and execution of an Official Statement in connection with the issuance and delivery of the Bonds; and
WHEREAS, the Authority intends to negotiate the sale of the Bonds as hereinafter provided with RBC Capital Markets, LLC (the “Underwriter”); and
WHEREAS, the Authority desires to approve the form of a Purchase Contract and set parameters for certain members of the Authority to approve the final terms of the sale of the Bonds and to execute the Purchase Contract in accordance therewith upon the terms and conditions established herein in connection with issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, as follows:
There is hereby authorized and directed to be issued the Authority’s Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose

Apartments) in an aggregate principal amount not to exceed $15,000,000 (the “Bonds”). The Bonds shall be issued under and secured by the Trust Indenture referred to below, the form of which by reference is hereby incorporated into this resolution as if set forth in full herein. The Bonds shall mature in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics, all as set forth in the form of Purchase Contract attached hereto as Exhibit K and in the Trust Indenture attached hereto as Exhibit A all as shall be approved by the Chairman or the Vice Chairman, or other Board Member and the Secretary of the Authority or their duly authorized alternate officers prior to sale of said Bonds, as provided in this resolution. The Bonds shall be executed, authenticated and delivered by the officers of the Authority authorized below in substantially the form set forth in the Trust Indenture in fully registered form.
The Trust Indenture, between the Authority and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), in substantially the form attached hereto as Exhibit A (the “Indenture”), is hereby approved, and the Chairman or Vice Chairman, or other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to execute and deliver the Trust Indenture on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein including but not limited to, the insertion of rates, maturities, sinking fund redemption provisions and other details of the Bonds determined as herein provided and as may be made prior to the delivery of the Bonds, and as may be otherwise made or approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval.
The Loan Agreement, between the Authority and San Jose Preservation, Ltd. (the “Borrower”), in substantially the form attached hereto as Exhibit B (the “Loan Agreement”), is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to execute and deliver the Loan Agreement on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made or approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval.
The Land Use Restriction Agreement, among the Borrower, the Authority and the Trustee in substantially the form attached hereto as Exhibit C (the “Land Use Restriction Agreement”) is hereby approved, and the Chairman or the Vice Chairman, or other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to execute and deliver the Land Use Restriction Agreement on behalf of and in the name of the Authority with such additional changes, insertions and omission therein as may be made or approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval.
The Multifamily Promissory Note, from the Borrower to the Authority in substantially the form attached hereto as Exhibit D (the “Note”) is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to endorse the Note to the Trustee, on behalf of and in the name of the Authority, with such additional changes,

insertions and omissions therein as may be made or approved by the said officers of the Authority accepting the same, such acceptance to be conclusive evidence of such approval.
The Arbitrage Rebate Agreement, among the Authority, the Borrower and the Trustee, in substantially the form attached hereto as Exhibit E (the “Arbitrage Rebate Agreement”), is hereby approved and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to execute and deliver such Arbitrage Rebate Agreement on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as implement the provisions of the Indenture, and as may be made or approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval.
The Environmental Indemnity, from the Borrower and other guarantors in favor of the Authority and the Trustee, in the form attached hereto as Exhibit F (the “Environmental Indemnity”) is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to accept the Environmental Indemnity on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made or approved by the said officers of the Authority.
The Guaranty of Recourse Obligations from the Borrower and other guarantors in favor of the Authority and the Trustee, in the form attached hereto as Exhibit G (the “Guaranty of Recourse Obligations”) is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to accept the Guaranty of Recourse Obligations on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made or approved by the said officers of the Authority.
The Guaranty of Completion from the Borrower and other guarantors in favor of the Authority and the Trustee, in the form attached hereto as Exhibit H (the “Guaranty of Completion”) is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to accept the Guaranty of Completion on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made or approved by the said officers of the Authority.
The Guaranty of Operating Deficits from the Borrower and other guarantors in favor of the Authority and the Trustee, in the form attached hereto as Exhibit I (the “Guaranty of Operating Deficits”) is hereby approved, and the Chairman or the Vice Chairman, or any other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to accept the Guaranty of Operating Deficits on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made or approved by the said officers of the Authority.
Each of the Compliance Monitoring Agreement, among the Authority, Seltzer Management Group, Inc., the Trustee and the Borrower in substantially the form attached hereto as Exhibit J (the “Compliance Monitoring Agreement”) and the Mortgage Loan Agreement,

among the Authority, Seltzer Management Group, Inc., the Trustee and the Borrower in substantially the form attached hereto as Exhibit N (the “Mortgage Loan Agreement”) is hereby approved, and the Chairman or the Vice Chairman, or other Board Member and the Secretary of the Authority or their duly authorized alternate officers are hereby authorized and directed to execute and deliver each of the Compliance Monitoring Agreement and the Mortgage Loan Agreement on behalf of and in the name of the Authority with such additional changes, insertions and omission therein as may be made or approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval.
Following consultation with the Borrower and Underwriter, it being understood that virtually all transaction costs are being borne by the Borrower, it is hereby found and determined that due to the characteristics of the financing and the prevailing and anticipated market conditions, it is in the best interest of the Authority to negotiate the sale of the Bonds. The negotiated sale of the Bonds to the Underwriter, upon substantially the terms and conditions set forth in the Purchase Contract attached hereto as Exhibit K, is hereby approved, and the Purchase Contract among the Authority, the Underwriter and the Borrower, is hereby approved in substantially the form attached hereto as Exhibit K. The Authority hereby authorizes the Chairman or Vice Chairman of the Authority or any other Board Member to execute and deliver (attested by the Secretary of the Authority), said Purchase Contract in the name of and on behalf of the Authority, with such changes, alterations and corrections, if any, as may be approved by said Chairman or Vice Chairman or other Board Member, all of the provisions of which, when executed and delivered by the Authority as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. The Bonds are hereby sold to the Underwriter (subject to such terms and conditions) in the amount, at the price and upon the final terms set forth in the Purchase Contract as may be approved by the Chairman or Vice Chairman or other Board Member as attested by the Secretary; provided, that (a) the purchase price of the Bonds shall be not less than 98% of the original principal amount thereof without the consent of the Authority, (b) the average yield of the Bonds determined as required for purposes of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), shall not exceed the limitation on interest rates set forth in Section 215.84, Florida Statutes, and (c) the Bonds shall finally mature not later than 40 years from the date of issuance of the Bonds.
The Authority hereby approves the Preliminary Official Statement relating to the Bonds in the form attached hereto as Exhibit L and authorizes the use and distribution by the Underwriter of said Preliminary Official Statement in connection with the public offering for sale of the Bonds. The Chairman, Vice Chairman or any other Board Member and the Executive Director are hereby authorized to make or approve insertions, modifications and changes in the Preliminary Official Statement. The Authority hereby approves and authorizes the preparation and distribution of a final Official Statement relating to the Bonds with such revisions as shall hereafter be approved by the Chairman or Vice Chairman or other Board Member and the Executive Director of the Authority, with such approval and authorization to be presumed by the execution thereof.
The Authority hereby accepts the Update Letter (the “Update Letter”) to the Credit Underwriting Report previously accepted by the Authority on July 15, 2025, prepared by Seltzer attached hereto as Exhibit M, subject to any open or unresolved issues constituting closing conditions specified in the Update Letter, if any, that must be satisfied prior to the closing of the

Bonds as evidenced by either (i) an email from Seltzer confirming satisfaction of such conditions or (ii) a written waiver of any unsatisfied conditions by the Authority.
With respect to the Bonds, The Bank of New York Mellon Trust Company, N.A., is hereby appointed as Trustee (the “Trustee”) pursuant to the Indenture.
With respect to the Bonds, the Rebate Analyst shall be as determined in accordance with the Indenture, as shall be evidenced by the execution of the Indenture. The Chairman, Vice Chairman or other Board Member and the Secretary are hereby authorized to execute any and all instruments necessary in connection therewith.
All prior resolutions and motions of the Authority inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect.
To the extent that the Chairman, Vice Chairman, or other Board Member, and/or the Secretary of the Authority are unable for any reason to execute or deliver the documents referred to above, such documents may be executed, attested and/or delivered by their duly authorized alternate officers, with the same effect as if executed and/or delivered by the Chairman, Vice Chairman, or other Board Member, or Secretary.
The Chairman, the Vice Chairman, and all other Board Members of the Authority and the Secretary and staff of the Authority are hereby authorized and directed to execute any and all certifications or other instruments or documents required by or in connection with the Indenture, the Loan Agreement, the Purchase Contract or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any representation made therein shall be deemed to be made on behalf of the Authority. All action taken to date by the members of the Authority and the staff of the Authority in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified.
It is hereby found and determined that all formal actions of the governing body of the Authority concerning and relating to the adoption of this resolution and the consummation of the transactions contemplated by this resolution were adopted in open meetings of the governing body of the Authority, and that all deliberations of the governing body of the Authority that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
This resolution shall become effective immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

APPROVED AND ADOPTED this 6th day of February 2026.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:	
[S E A L]	Chair/Vice Chair
ATTEST:

By:		 George Flint, Assistant Secretary

EXHIBITS TO RESOLUTION

Exhibit A	--	Trust Indenture	
Exhibit B	--	Loan Agreement	
Exhibit C	--	Land Use Restriction Agreement	
Exhibit D	--	Multifamily Promissory Note	
Exhibit E	--	Arbitrage Rebate Agreement	
Exhibit F	--	Environmental Indemnity	
Exhibit G	--	Guaranty of Recourse Obligations	
Exhibit H	--	Guaranty of Completion	
Exhibit I	--	Guaranty of Operating Deficits	
Exhibit J	--	Compliance Monitoring Agreement	
Exhibit K	--	Purchase Contract	
Exhibit L	--	Preliminary Official Statement	
Exhibit M	--	Credit Underwriting Report Update Letter	
Exhibit N	--	Mortgage Loan Agreement	

Section A

EXHIBIT A TRUST INDENTURE

GT Draft of 01.21.26

TRUST INDENTURE

By and between

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
as Issuer and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

Dated as of 	 1, 2026

$15,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A
(SAN JOSE APARTMENTS)

GT Draft of 01.21.26

TABLE OF CONTENTS

ARTICLE I

Page

DEFINITIONS AND CONSTRUCTION
Section 1.01.	Definitions	4
Section 1.02.	Rules of Construction	21
ARTICLE II
CREATION OF BONDS; DETAILS OF THE BONDS
Section 2.01.	Authorization and Terms of Bonds	22
Section 2.02.	Source of Payment of Bonds	23
Section 2.03.	Execution of Bonds	23
Section 2.04.	Certificate of Authentication	24
Section 2.05.	Authentication and Delivery of Bonds	24
Section 2.06.	Temporary Bonds	25
Section 2.07.	Mutilated, Lost, Stolen or Destroyed Bonds	26
Section 2.08.	Registration, Negotiability, Transfer and Exchange of Bonds	26
Section 2.09.	Revenue Obligation	27
Section 2.10.	Cancellation and Destruction of Bonds	27
Section 2.11.	Book Entry System	27
Section 2.12.	Non Presentment of Bonds	29
ARTICLE III REDEMPTION OF BONDS
Section 3.01.	Optional Redemption of Bonds	29
Section 3.02.	Purchase in Lieu of Redemption or Mandatory Tender	30
Section 3.03.	Notices of Redemption	31
Section 3.04.	Mandatory Tender	32
Section 3.05.	Duties of Remarketing Agent	33
Section 3.06.	Conditions Precedent to Remarketing of Bonds and Notice	34
Section 3.07.	Remarketing of Bonds	34
Section 3.08.	Concerning the Remarketing Agent	35
Section 3.09.	Qualification of Remarketing Agent	36
ARTICLE IV REVENUES AND FUNDS
Section 4.01.	Creation of Funds	36
Section 4.02.	Deposits into the Bond Fund	37

Section 4.03.	Use of Moneys in Collateral Fund	38
Section 4.04.	Use of Moneys in the Costs of Issuance Fund	38
Section 4.05.	Use of Moneys on Deposit in the Bond Fund; Application of Loan Payments. 39 Section 4.06.	Payment to Borrower of Excess Moneys	39
Section 4.07.	Expense Fund	40
Section 4.08.	Allocation and Reallocation of Permitted Investments Deposited to the Collateral Fund and the Project Fund	40
ARTICLE V REBATE
Section 5.01.	Rebate Fund; Rebate Requirement	41
ARTICLE VI
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 6.01.	Custody and Application of Project Fund	42
Section 6.02.	Procedure for Making Disbursements from Project Fund	42
Section 6.03.	Trustee May Rely on Requisitions and Certifications	44
Section 6.04.	Completion of Development	44
ARTICLE VII
INVESTMENT OF FUNDS AND ACCOUNTS
Section 7.01.	Investment	44
Section 7.02.	Investment of Rebate Fund	45
Section 7.03.	Accounting for Termination of Investments; No Arbitrage	46
Section 7.04.	Trustee’s Own Bond or Investment Department	46
Section 7.05.	Moneys to be Held in Trust	46
ARTICLE VIII GENERAL COVENANTS
Section 8.01.	Payment of Bonds	47
Section 8.02.	Performance of Covenants	47
Section 8.03.	Maintenance of Existence; Compliance with Laws	48
Section 8.04.	Enforcement of Borrower’s Obligations	48
Section 8.05.	Further Assurances, Instruments and Actions	48
Section 8.06.	Priority of Pledge	48
Section 8.07.	Books and Documents Open to Inspection	48
Section 8.08.	Borrower to Indemnify and Hold the Issuer and Trustee Harmless from Liability	49
Section 8.09.	Tax-Exempt Status of Bonds	49

ARTICLE IX DISCHARGE
Section 9.01.	Discharge of Lien	49
ARTICLE X DEFAULTS AND REMEDIES
Section 10.01.	Events of Default and Acceleration	51
Section 10.02.	Trustee to Enforce Rights of the Issuer	52
Section 10.03.	Remedies	52
Section 10.04.	Termination of Proceedings	53
Section 10.05.	Right of Bondholders to Direct Proceedings	53
Section 10.06.	Remedies Vested in Trustee	54
Section 10.07.	Remedies Non Exclusive and Cumulative	54
Section 10.08.	Delays or Omissions by Trustee	54
Section 10.09.	Application of Moneys	54
Section 10.10.	Severability of Remedies	55
Section 10.11.	No Interference or Impairment of Lender Loans.	55
ARTICLE XI CONCERNING THE TRUSTEE
Section 11.01.	Acceptance of Trusts	56
Section 11.02.	Trustee Not Responsible for Recitals, Statements and Representations	57
Section 11.03.	Action by Trustee Through and in Reliance Upon Others	57
Section 11.04.	Fees and Expenses of Trustee	57
Section 11.05.	Trustee’s Obligations to Take or Have Notice of Default	58
Section 11.06.	Duties of Trustee	58
Section 11.07.	Trustee May Make Advances to Effect Performance	61
Section 11.08.	Trustee May Rely Upon Instruments	61
Section 11.09.	Trustee May Own and Deal in Bonds and Deal With the Issuer and Borrower.
.	61
Section 11.10.	Financial Liability of the Trustee	61
Section 11.11.	Trustee May Construe Ambiguous or Inconsistent Provisions	62
Section 11.12.	Resignation of Trustee	62
Section 11.13.	Removal of Trustee	62
Section 11.14.	Appointment of Successor Trustee	62
Section 11.15.	Appointment of Successor Trustee by Court	63
Section 11.16.	Acceptance of Trust by Successor Trustee	63
Section 11.17.	Merger or Consolidation of Trustee with Another Corporation	63
Section 11.18.	Action of Trustee During Existence of an Event of Default	64
Section 11.19.	Notice of an Event of Default	64
Section 11.20.	Trustee May Intervene	64

Section 11.21.	Unclaimed Moneys	64
Section 11.22.	Appointment of Co-Trustee	64
Section 11.23.	Financing Statements	65
Section 11.24.	Requests from Rating Agency	65
ARTICLE XII
MODIFICATION OF INDENTURE AND OTHER DOCUMENTS
Section 12.01.	Limitation on Amendments to this Indenture	66
Section 12.02.	Amendments to Indenture and Bond Loan Agreement Not Requiring Consent of Bondholders	66
Section 12.03.	Amendments to Indenture Requiring Consent of Bondholders	67
Section 12.04.	Supplemental Indentures Part of Indenture	68
Section 12.05.	Required Consent	68
Section 12.06.	Amendments to Documents Requiring Consent of Bondholders	68
ARTICLE XIII MISCELLANEOUS
Section 13.01.	The Issuer’s Successors	69
Section 13.02.	Indenture for Benefit of the Issuer, Trustee and Bondholders	69
Section 13.03.	Severability	69
Section 13.04.	Officials of the Issuer Not Liable	69
Section 13.05.	Governing Law	70
Section 13.06.	Notices; Publication of Notice	70
Section 13.07.	Trustee as Paying Agent and Bond Registrar	70
Section 13.08.	Execution of Instruments by Bondholders and Proof of Ownership of Bonds. 70 Section 13.09.	Counterparts	71
Section 13.10.	Patriot Act; OFAC Representations	71
Section 13.11.	FHA Federal Laws and Requirements Control	71
EXHIBIT A	FORM OF BONDS
EXHIBIT B	FORM OF PROJECT FUND REQUISITION (PROCEEDS ACCOUNT/EQUITY ACCOUNT)
EXHIBIT C	FORM OF COSTS OF ISSUANCE REQUISITION

(iv)

GT Draft of 01.21.26

TRUST INDENTURE
This TRUST INDENTURE (as amended, modified or supplemented from time to time, this “Indenture”) is entered into as of 	 1, 2026, by and between OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (together with its successors and assigns, the “Issuer”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association authorized to exercise corporate trust powers in the State, and authorized to accept and execute trusts of the character herein set out, as Trustee (together with its successors and assigns, the “Trustee”).
RECITALS
Certain of the terms and words used in these Recitals, and in the following Granting Clauses and Agreements, are defined in Section 1.01 of this Indenture.
WHEREAS, the Issuer is authorized and empowered by the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 of the Board of County Commissioners of Osceola County, Florida enacted on September 28, 1981, and effective November 3, 1981, and that certain Interlocal Agreement dated October 22, 2024, between Seminole County, Florida and the Issuer (collectively, the “Act”), to finance multifamily rental housing within Seminole County, Florida (the “County”) by issuing its revenue bonds to provide funds to finance the acquisition, rehabilitation and development thereof; and
WHEREAS, the Issuer has determined to issue and sell its Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) in the original aggregate principal amount of
$15,000,000 (the “Bonds”), for the purpose of financing a portion of the costs of the acquisition, rehabilitation, installation and equipping of a 121-unit multifamily rental housing facility project to be occupied by persons of low, middle or moderate income and related personal property and equipment, and located at 2353 Winter Woods Blvd., Winter Park, FL 32792 in Seminole County (the “Development”) all pursuant to this Indenture and the Loan Agreement dated as of 	 1, 2026 (as amended, modified or supplemented from time to time, the “Bond Loan Agreement”), between the Issuer and San Jose Preservation, Ltd., a limited partnership duly organized and existing under the laws of the State of Florida (together with its permitted successors and assigns, the “Borrower”); and
WHEREAS, the Issuer is authorized to enter into this Indenture and to do or cause to be done all the acts and things herein provided or required to be done to finance the Project Costs by the issuance of the Bonds, all as hereinafter provided; and
WHEREAS, all acts, conditions and things required to happen, exist, and be performed precedent to and in the issuance of the Bonds and the execution and delivery of this Indenture have happened, exist and have been performed in order to make the Bonds, when issued, delivered and authenticated, valid obligations of the Issuer in accordance with the terms thereof and hereof, and in order to make this Indenture a valid, binding and legal trust agreement for the security of the Bonds in accordance with its terms; and

WHEREAS, the Trustee has accepted the trusts created by this Indenture and has accepted its obligations hereunder, and in evidence thereof, this Indenture has been executed and delivered thereby; and
WHEREAS, the Issuer will loan the proceeds of the Bonds to the Borrower pursuant to the Bond Loan Agreement, and to evidence its payment obligations thereunder, the Borrower will deliver to the Issuer a Promissory Note dated the Closing Date in the amount of $15,000,000 (the “Note”); and
The execution and delivery of this Indenture and the issuance and sale of the Bonds have been in all respects duly and validly authorized by the Interlocal Agreement dated October 22, 2024, between Seminole County, Florida and the Issuer and the Resolution duly adopted by the Issuer.
Accordingly, the Issuer and the Trustee agree as follows for the benefit of the other and for the benefit of the holders of the Bonds:
GRANTING CLAUSES AND AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of any or all of the Bonds issued and sold by the Issuer from time to time under this Indenture by those who shall hold the same from time to time, and of the sum of one dollar, lawful money of the United States of America, duly paid to the Issuer by the Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of and interest on the Bonds according to their tenor and effect and the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Bonds and the payment and performance of all other of the obligations of the Issuer, the Issuer does hereby grant, bargain, sell, convey, pledge and assign, without recourse, unto the Trustee and unto its successors in trust forever, and grants to the Trustee and to its successors in trust, a security interest in, the following (such property being herein referred to as the “Trust Estate”):
All right, title and interest of the Issuer in and to all Revenues, derived or to be derived by the Issuer or the Trustee for the account of the Issuer under the terms of this Indenture and the Bond Loan Agreement (other than the Unassigned Rights of the Issuer), together with all other Revenues received by the Trustee for the account of the Issuer arising out of or on account of the Trust Estate;
All right, title and interest of the Issuer in and to the Note (other than the Unassigned Rights of the Issuer) including all payments and proceeds with respect thereto or replacement thereof;
Any fund or account created under this Indenture except for the Costs of Issuance Fund, the Expense Fund and the Rebate Fund;
All right, title and interest of the Issuer in and to, and remedies under, the Bond Loan Agreement;

All funds, moneys and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof;
PROVIDED, HOWEVER, that there shall be excluded from the granting clauses of this Indenture all the Unassigned Rights of the Issuer, including all amounts paid or collected by the Issuer in connection therewith, all amounts on deposit in the Costs of Issuance Fund for the sole benefit of the payees thereof, all amounts on deposit in the Rebate Fund, which shall be held for the sole benefit of the United States of America, and all amounts on deposit in the Expense Fund, which shall be held for the benefit of the Issuer, the Trustee and the Remarketing Agent, as applicable;
TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in trust forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit, security and protection of all Holders from time to time of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds;
PROVIDED, HOWEVER, that if the Issuer shall well and truly pay, or cause to be paid, the principal of the Bonds issued hereunder, and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made into the Collateral Fund as required under Article IV hereof or by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all of the covenants and conditions pursuant to the terms of this Indenture and all other of the obligations of the Issuer to be kept, performed and observed by it, the Rebate Requirement shall be paid in full and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payment, as further provided in Section 9.01 hereof, and the termination of the Bond Loan Agreement, this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, this Indenture shall remain in full force and effect;
AND IT IS EXPRESSLY DECLARED that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all such property, moneys, revenues and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders from time to time of the Bonds, or any part thereof, as follows:

ARTICLE I DEFINITIONS AND CONSTRUCTION
Section 1.01. Definitions.
Certain terms used in this Indenture are defined in the Bond Loan Agreement and when and if used herein, such terms shall have the meanings given to them by the Bond Loan Agreement unless the context clearly indicates otherwise. In addition, when used in this Indenture, the following terms shall have the meanings given to them in this Section unless the context clearly indicates otherwise:
“Act” has the meaning assigned in the Recitals hereto.
“Agreement” or “Bond Loan Agreement” means the Loan Agreement dated as of the same date as this Indenture, between the Issuer and the Borrower and any and all supplements thereto.
“Approved Advance” means a Requisition in substantially the form attached as Exhibit B hereto which has been approved by the Issuer Servicer.
“Arbitrage Certificate” means the Arbitrage and Tax Certificate, dated the Closing Date, executed by the Issuer in connection with the issuance of the Bonds.
“Arbitrage Rebate Agreement” means the Arbitrage Rebate Agreement, dated as of
	 1, 2026, among the Issuer, the Trustee and the Borrower in connection with the issuance of the Bonds.
“Bond” or “Bonds” means the Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) issued, authenticated and delivered under this Indenture, which are identified as such in Section 2.01(a) hereof.
“Bond Counsel” means nationally recognized bond counsel selected by the Issuer.
“Bond Documents” means, with respect to the Bonds, the Bonds, this Indenture, the Bond Loan Agreement, the Note, the Bond Purchase Agreement, the Regulatory Agreement, the Continuing Disclosure Agreement, the Guarantor Documents, the Arbitrage Rebate Agreement, the Tax Certificates, the Issuer Servicer Agreement and any and all documents executed in connection with the Bonds.
“Bond Fund” means the Bond Fund created in Section 4.01 of this Indenture. “Bondholder” or “Holder of the Bonds” or “Holder” or “Owner of the Bonds” or “Owner”
when used with respect to any Bond, means the person or persons in whose name such Bond is registered as the owner thereof on the books of the Issuer maintained at the Trust Office of the Trustee for that purpose.

“Bond Loan Agreement” means the Loan Agreement, dated as of	1, 2026, by and between the Issuer and the Borrower and any and all supplements thereto, pursuant to which the Loan is being made to the Borrower.
“Bond Purchase Agreement” means the Bond Purchase Agreement, dated	, 2026, among the Issuer, the Borrower and the Underwriter.
“Bond Registrar” has the meaning assigned to it in Section 2.01(f) hereof.
“Book Entry Form” or “Book Entry System” means a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through a book entry and (ii) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with the physical bond certificates “immobilized” in the custody of the Securities Depository.
“Borrower” means San Jose Preservation, Ltd., a limited partnership, duly organized and existing in the State of Florida, and its successors and assigns.
“Borrower Documents” means the Bond Loan Agreement, the Note, the Proceeds Certificate, the Arbitrage Rebate Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement, the Guarantor Documents and any and all documents, agreements or instruments executed by the Borrower in connection with the Loan evidenced by the Bond Loan Agreement.
“Borrower Obligations” means the obligations of the Borrower under the Bond Loan Agreement, the Note, and the other Borrower Documents to (a) pay the principal of, and interest on the Note, when and as the same shall become due and payable (whether at the stated maturity thereof, on any payment date or by acceleration of maturity or otherwise), (b) pay all other amounts required by the Bond Loan Agreement, the Note, and the other Borrower Documents to be paid by the Borrower to the Issuer and the Trustee, as and when the same shall become due and payable, and (c) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Borrower is required by the Bond Loan Agreement, the Note, the Regulatory Agreement, and any of the other Borrower Documents, to perform or observe.
“Borrower Representative” means a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by one of its officers, which certificate may designate an alternate or alternates.
“Bridge Lender” means Truist Bank, a North Carolina banking corporation, its successors and assigns.
“Bridge Loan” means the loan made by the Bridge Lender to the Borrower in the original principal amount not to exceed [$2,900,170], a portion of the proceeds of which will fund the Capitalized Interest Deposit, if any, and the Collateral Payments under this Indenture.

“Business Day” or “business day” means a day, other than a Saturday or Sunday, on which
(a) banks located in New York, New York, Fort Lauderdale, Florida or in the city in which the Trust Office of the Trustee, or the office of the Trustee is located, are not required or authorized by law or executive order to close for business, and (b) the New York Stock Exchange is not closed.
“Capitalized Interest Account” means the account by that name created in the Bond Fund pursuant to Section 4.01(a) hereof.
“Capitalized Interest Deposit” means the deposit of $0.00 to the Capitalized Interest Account on behalf of the Borrower, if any, from Preference Proof Moneys on or before the Closing Date, which is to be deposited as provided in Section 4.02 hereof.
“Cash Flow Projection” means a cash flow projection prepared by an Independent firm of certified public accountants, a financial advisory firm, a law firm or other Independent third party qualified and experienced in the preparation of cash flow projections for structured finance transactions similar to the Bonds, designated by the Borrower and acceptable to the Rating Agency, establishing, to the satisfaction of the Rating Agency, the sufficiency of (a) the amount on deposit in the Project Fund, the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein), (b) projected investment income to accrue on amounts on deposit in the Project Fund, the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein) during the applicable period and (c) any additional Preference Proof Moneys delivered to the Trustee by or on behalf of the Borrower to pay principal of and interest on the Bonds when due and payable, including, but not limited to, any cash flow projection prepared in connection with
(i) the initial issuance and delivery of the Bonds, (ii) a proposed optional redemption of the Bonds, as provided in Section 3.01(c) hereof, (iii) a proposed remarketing of the Bonds, as provided in Section 3.06(a) hereof; (iv) the release of Preference Proof Moneys from the Bond Fund, as provided in Section 4.05 hereof; and (v) the purchase, sale or exchange of Permitted Investments as provided in Section 7.01 hereof.
“Closing Date” means the date of delivery of the Bonds in exchange for the purchase price thereof.
“Code” means the Internal Revenue Code of 1986, including applicable final, temporary and proposed regulations and revenue rulings applicable thereto, as amended from time to time.
“Collateral Fund” means the Collateral Fund created pursuant to Section 4.01 of this Indenture.
“Collateral Payments” means Preference Proof Moneys advanced to the Trustee for deposit into the Collateral Fund as a prerequisite to the advance of money from the Proceeds Account of the Project Fund.
“Completion Certificate” means a certificate submitted by the Borrower Representative to the Issuer and the Trustee as provided in, and meeting the requirements of, Section 3.05 of the Bond Loan Agreement.

“Completion Date” means the date upon which the Completion Certificate is delivered by the Borrower to the Issuer and the Trustee, which shall be no later than 	, 20 .
“Construction Contract” means that certain construction contract executed between the Contractor and the Borrower relating to the rehabilitation of the Development, as that contract may be amended from time to time.
“Construction Draw Date” means the date on which a disbursement from the Project Fund shall be made solely to pay acquisition, rehabilitation and equipping costs of the Development.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of 	 1, 2026 between the Borrower and the Dissemination Agent.
“Contractor” means the entity identified as the general contractor under the Construction Contract.
“Costs of Issuance Fund” means the Costs of Issuance Fund created pursuant to Section 4.01 hereof.
“Costs of Issuance” means all fees, costs and expenses incurred in connection with the issuance of the Bonds and the extension of the Loan, payable from the Costs of Issuance Fund.
“Costs of Issuance Deposit” means $0.00.
“Costs of the Development” with respect to the Development shall be deemed to include all items permitted to be financed under the provisions of the Code and the Act.
“County” means Seminole County, Florida.
“Credit Underwriting Report” means the Osceola County Housing Finance Authority Credit Underwriting Report dated 	, 2026 prepared by Seltzer Management Group, Inc.
“Default” means any Default under the Bond Loan Agreement as specified in and defined by Section 7.01 thereof.
“Development” means the multifamily rental housing development known as San Jose Apartments, which consists of 121 apartment units and related facilities located in Seminole County, Florida.
“Dissemination Agent” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America and its permitted successors and assigns as Dissemination Agent under the Continuing Disclosure Agreement.
“Dissemination Agent Fee” means a portion of the Trustee’s Fee payable to The Bank of New York Mellon Trust Company, N.A., in its capacity as Dissemination Agent pursuant to the Continuing Disclosure Agreement.

“Documents” means and shall include (without limitation), with respect to the Bonds, this Indenture, the Bond Documents, the Borrower Documents, the Guarantor Documents and any and all other documents which the Issuer, the Borrower or any other party or parties or their representatives, have executed and delivered, or may hereafter execute and deliver, to evidence or secure the Bonds and the Borrower’s Obligations, or any part thereof, or in connection therewith, and any and all supplements thereto.
“Environmental Indemnity” means the Environmental Indemnity, dated as of 	 1, 2026, by the Guarantors for the benefit of the Issuer and the Trustee.
“Event of Default” or “Default” means, when used in this Indenture, those events of default or defaults specified in Section 10.01 hereof and, when used in the Bond Loan Agreement, those events of default or defaults specified in Section 7.01 thereof.
“Expense Fund” means the fund by that name created and established pursuant to Section 4.01 of this Indenture.
“General Partner” means San Jose Preservation GP LLC, a Delaware limited liability company, and its permitted successors and assigns.
“GNMA” means the Government National Mortgage Association.
“Governmental Authority” means any federal, State or local governmental or quasi-governmental entity, including, without limitation, any agency, department, commission, board, bureau, administration, service, or other instrumentality of any governmental entity.
“Government Obligations” means non-callable, non-redeemable direct obligations issued by the United States of America including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America, including, when available, time deposit SLGS, on which the full and timely payment of principal and interest is unconditionally guaranteed by the United States of America.
“Governmental Requirements” means all laws, ordinances, orders, rules or regulations of all Governmental Authorities applicable to the Development, the Issuer, the Borrower or any of the Borrower’s assets or other properties, including without limitation, laws, ordinances, orders, rules and regulations relating to securities or other public disclosures, zoning, licenses, permits, subdivision, building, safety, health, and fire protection and all environmental laws.
“Guarantor” and “Guarantors” means, individually and collectively, the Borrower, the General Partner, Lincoln Avenue Capital LLC, San Jose Developer LLC, Jeremy Bronfman 2014 Revocable Trust, and Jeremy S. Bronfman a natural person, together with their respective permitted successors and assigns.
“Guarantor Documents” means, collectively, the Environmental Indemnity and the Guaranty of Recourse Obligations.

“Guaranty of Recourse Obligations” means the Absolute and Unconditional Guaranty of Recourse Obligations, dated as of 	 1, 2026, from the Guarantors, jointly and severally, in favor of the Issuer and the Trustee.
“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (“PCBS”) and compounds containing them; lead and lead based paint; asbestos or asbestos containing materials in any form that is or could become friable; underground or above ground storage tanks, whether empty or containing any substance; any substance the presence of which at the Development is prohibited by any federal, state or local authority; any substance that requires special handling under any Hazardous Materials Law; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” or “pollutant” within the meaning of any Hazardous Materials Law, but does not include any such substance that is a customary and ordinary household, cleaning, office, swimming pool or landscape maintenance product used on the Development by the Borrower or any tenant or agent of the Borrower, or customary construction materials used during the course of rehabilitation and equipping of the Development by the Borrower or the Contractor, provided such use is in accordance with applicable hazardous material laws.
“Hazardous Materials Law” means all federal, state, and local laws, ordinances and regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees in effect now or in the future and including all amendments, that relate to Hazardous Materials and apply to Borrower or to the Development. Hazardous Materials Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, and their state analogs, including laws of the State.
“Highest Rating Category” means, with respect to a Permitted Investment, that the Permitted Investment is rated by a Rating Agency in the highest rating given by that Rating Agency for that Rating Category, provided that such rating shall include but not be below Aaa or Aaa/VMIG-1 if rated by Moody’s or A-1+ or AA+ if rated by S&P.
“HUD” means the United States Department of Housing and Urban Development.
“HUD Regulatory Agreements” means, collectively, (i) the Original Lender Regulatory Agreement and (ii) the New Lender Regulatory Agreement.
“Indenture” means this Trust Indenture, dated as of 	 1, 2026, between the Issuer and the Trustee, and any and all Supplements hereto, authorizing the issuance of the Bonds.
“Independent” means any person not an employee or officer of the Borrower or its affiliates.

“Interest Payment Date” means each 	 1 and 	 1, beginning
	 1, 202  .
“Investor Limited Partner” means TCC San Jose LLC, a Georgia limited liability company, and its permitted successors and assigns in their capacity as the Investor Limited Partner of the Borrower.
“Issuer” means the Osceola County Housing Finance Authority, a public body corporate and politic of the State of Florida, duly organized and existing under the laws of the State of Florida, including the Act, or any successor to its rights and obligations under the Bond Loan Agreement and this Indenture.
“Issuer Documents” means the Bond Loan Agreement, this Indenture, the Regulatory Agreement, the Bond Purchase Agreement, the Arbitrage Certificate, the Arbitrage Rebate Agreement and any and all documents, agreements or instruments executed by the Issuer in connection with the Loan evidenced by the Bond Loan Agreement.
“Issuer Fee” means
(i) the bond closing fee in the amount of $5,000 and the bond financing fee in the amount of $[57,500] (0.1% of par amount of Bonds plus a $[20,000] origination fee), to be paid on or before the date of issuance of the Bonds, and (ii) in the event the Bonds are remarketed on the Mandatory Tender Date, an additional bond financing fee may be paid on or before the Mandatory Tender Date, subject to a pro rata reimbursement by the Issuer to the Borrower if and to the extent redemption occurs prior to the Maturity Date; provided, that such Issuer Fee does not include amounts due, if any, for extraordinary services and expenses of the Issuer; provided, further, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period (as defined in the Regulatory Agreement), Issuer Fee shall mean the Compliance Monitoring Fee (as defined in the Regulatory Agreement); and
the Ongoing Issuer Fee.
Notwithstanding the foregoing, without creating a default or an Event of Default hereunder, the Borrower or the Investor Limited Partner may contest in good faith the necessity for any extraordinary expense and the amount of any fee, charge, or expense.
“Issuer Indemnified Party” or “Issuer Indemnified Parties” means the Issuer, the past, present and future members of the Issuer, executives, employees and agents, individually and collectively.
“Issuer Servicer” means Seltzer Management Group, Inc., a Florida corporation, or any other servicer appointed by the Issuer to service the Loan on behalf of Issuer and to monitor the Development.
“Issuer Servicer Agreement” means the Construction Loan Servicing Agreement, dated as of 	 1, 2026, by and among the Issuer, the Trustee, the Borrower and the Issuer Servicer.

“Issuer Servicer Fee” means the fees and expenses of the Issuer Servicer as may be amended from time to time, and as provided in the Issuer Servicer Agreement.
“Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, and its successors and assigns.
“Lender Borrower Notes” means, collectively, the Original Lender Borrower Note and the New Lender Borrower Note.
“Lender Disbursement Agreement” means the Construction Loan Disbursement Agreement, dated as of 	 1, 2026, among the Borrower, the Lender and the Bridge Lender relating to the New Lender Loan.
“Lender Funds” means funds advanced by the Lender for Collateral Payments, whether from its warehouse line of credit or proceeds from the sale of GNMA securities, or other funds of the Lender, in connection with advances of the New Lender Loan.
“Lender Loans” means, respectively, the Original Lender Loan and the New Lender Loan. “Lender Loan Documents” means the documents related to the Lender Loans, including
the Lender Disbursement Agreement, the Lender Borrower Notes, the Lender Mortgages, the HUD Regulatory Agreements, the Original Lender Loan Documents, the New Lender Loan Documents and any and all other documents, agreements, or instruments which evidence or secure the indebtedness evidenced by the Lender Borrower Note.
“Lender Mortgages” means collectively, the Original Lender Mortgage and the New Lender Mortgage.
“Loan” means the loan in the aggregate principal amount of $	 made by the Issuer to the Borrower evidenced by the Note, described in the Bond Loan Agreement and made in connection with the issuance of the Bonds.
“Loan Documents” shall mean the Bond Loan Agreement and the Note.
“Mandatory Tender Date” means, initially, 	 1, 202 , and thereafter any subsequent mandatory tender date prior to the Maturity Date.
“Maturity Date” means 	 1, 202  .
“Moody’s” means Moody’s Ratings, a Delaware corporation, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Borrower.
“New Lender Borrower Note” means the [$19,500,000] Supplemental Note (Multistate) dated as of 	 1, 2026, from the Borrower to the Lender to evidence its indebtedness under the New Lender Loan and endorsed by HUD.

“New Lender Loan” the supplemental loan made by the Lender to the Borrower in the original principal amount not to exceed [$19,500,000] pursuant to the Lender Disbursement Agreement, as evidenced by the New Lender Borrower Note and secured by the New Lender Mortgage.
“New Lender Loan Documents” means the New Lender Mortgage, the New Lender Borrower Note and any and all other documents, agreements and instruments securing and evidencing the New Lender Loan in the original principal amount of $	.
“New Lender Mortgage” means the second-lien priority Supplemental Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) dated as of
	 1, 2026, from Borrower for the benefit of the Lender to secure the repayment of the New Lender Borrower Note.
“New Lender Regulatory Agreement” means that Supplemental Regulatory Agreement between the Borrower and HUD dated as of 	 1, 2026 in connection with the New Lender Loan, and to be recorded in the Records.
“Note” means the Promissory Note, dated the Closing Date, from the Borrower to the Issuer in substantially the form attached as Exhibit B to the Bond Loan Agreement, and any amendments, supplements or modifications thereto, which Note has been assigned by the Issuer to the Trustee.
“Notice Address” means, unless otherwise designated pursuant to Section 13.06 hereof: As to the Issuer:

With copies to:

As to the Borrower:

Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC 219 East Livingston Street
Orlando, FL 32801 Attention: George S. Flint

Latham Luna Eden & Beaudine, LLP 201 Orange Avenue, Suite 1400
Orlando, FL 32801
Attention: Jan A. Carpenter, Esq.

San Jose Preservation, Ltd.
401 Wilshire Boulevard, 11th Floor Santa Monica, CA 90401 Attention: Russell Condas
Email: rcondas@lincolnavecap.com Attention: Hanna Jamar, Esq.
Email: hanna@lincolnavecap.com

With copies to:

As to Bridge Lender:

Cohen & Liuzo, PLLC
169 Madison Avenue, Suite 15054 New York, NY 10016
Attention: Eleor Cohen, Esq. Telephone: 347-886-4118 Email: ecohen@cohenliuzo.com
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, FL 33130
Attention: Brian McDonough, Esquire Telephone: (305) 789-3350
Email: bmcdonough@stearnsweaver.com
TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110
Nixon Peabody LLP Exchange Place
53 State Street
Boston, MA 02109
Attention: Nathan A. Bernard, Esq.

Truist Bank
Unified CRE Lending Service Delivery
303 Peachtree Center Avenue, NE., Suite 500 Mail Code 803-04-05-30
Atlanta, GA 30303 and
Truist Bank
303 Peachtree Street NE, Floor 22
Atlanta, GA 30308 Attention: Colin M. Whittier

With a copy to (for information purposes only):

Holland & Knight LLP
1180 West Peachtree Street, NW Suite 1800
Atlanta, GA 30309
Attention: Woodrow W. Vaughan III

As to Investor Limited Partner:
TCC San Jose LLC
c/o Truist Community Capital, LLC 303 Peachtree Street N.E., 3rd Floor Atlanta, GA 30308
Attention: Lesli Carroll Telephone: 352-874-4375 Email: Lesli.Carroll@truist.com

With copies to:

Nixon Peabody, LLP Exchange Place
53 State Street
Boston, MA 02109
Attention: Nathan Bernard, Esq. Telephone: 617-345-1236
Email: nbernard@nixonpeabody.com

As to the Rating Agency:
Moody’s Ratings
7 World Trade Center
250 Greenwich Street, 16th Floor New York, NY 10007
Attn: Public Finance Group – Housing Team Email: Housing@moodys.com

As to the Trustee:

The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Rd., Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey Telephone: 904-645-1982 Email: lori.cardey@bny.com

With copies to:

As to the Lender:

With copies to:

Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq. Telephone: 904-598-8633
Email: tim.bramwell@akerman.com

Grandbridge Real Estate Capital, LLC 200 East Long Lake Road, Suite 110 Bloomfield Hills, MI 48304 Attention: Carol Worden
Telephone: 248-282-0115
Email: carol.worden@grandbridge.com

Vorys, Sater, Seymour and Pease LLP 301 East 4th Street, Suite 3500
Cincinnati, OH 45202 Attention: William Baldwin Telephone: 513-723-4030 Email: wdbaldwin@vorys.com

Bonds.

As to Remarketing Agent:
RBC Capital Markets, LLC
100 2nd Avenue South, Suite 800 St. Petersburg, FL 33701 Attention: Helen Feinberg Telephone: (727) 895-8892
Email: helen.feinberg@rbccm.com
“Official Statement” means the Official Statement dated 	, 2026 relating to the

“Ongoing Issuer Fee” means an annual fee to cover the administrative expenses incurred

by the Issuer in the issuance and carrying of the Bonds in an annual amount equal to ten basis points (.10%) of the then outstanding principal amount of Bonds as of each April 1 (without regard to any redemption on such date) subject to a minimum annual administrative fee until the end of the earlier of the calendar year in which Bonds reach the Maturity Date or the calendar year in which the Bonds are redeemed or defeased in full, or if later, the end of the Qualified Project Period (as defined in the Regulatory Agreement), of $5,000.00, payable in annual installments in arrears on each April 1, commencing on April 1, 2026; provided, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period, Issuer Fee shall

mean the Compliance Monitoring Fee. The Ongoing Issuer Fee shall be due and payable so long as any Bonds remain Outstanding, but in all events, through the last day of the Qualified Project Period. The Ongoing Issuer Fee shall not include the Compliance Monitoring Fee.
“Optional Redemption Date” shall have the meaning set forth in Section 3.01(a) hereof. “Original Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited
liability company, as successor by assignment to Truist Bank, a North Carolina banking
corporation, successor by merger to SunTrust Bank, a Georgia banking corporation.
“Original Lender Loan” means the existing FHA 223(f) loan dated December 1, 2019, by the Original Lender in favor of the Seller, as assumed by Borrower.
“Original Lender Documents” means the Original Lender Mortgage and the Original Lender Regulatory Agreement between the Borrower and HUD dated December 1, 2019 as assumed by Borrower, along with all other documents that evidence and/or secure the Original Lender Loan.
“Original Lender Mortgage” means the first-lien priority Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) dated as of December 1, 2019, from the Seller for the benefit of the Original Lender to secure the repayment of the Original Lender Note and recorded in the Official Records of Seminole County, Florida (the “Records”) on December 3, 2019 as Book 9490, Pages 1153-1199, as assigned from the Original Lender to the Lender by Assignment of Mortgage dated July 16, 2020 and recorded in the Records on December 7, 2020 as Book 9780, Pages 1342-1344, and as amended by Release, Assumption, and Modification Agreement among the Borrower, Seller, Lender and HUD dated as of 	 1, 2026 and to be recorded in the Records.
“Original Lender Note” means that certain $8,702,000.00 Note (Multistate) securing the existing FHA 223(f) loan dated December 1, 2019, as assumed by Borrower.
“Original Lender Regulatory Agreement” means that Regulatory Agreement between the Borrower and HUD with respect to the Original Lender Loan, dated December 1, 2019 and recorded December 3, 2019 in the Records as Book 9490, Pages 1200-1236, as amended by the Release, Assumption, and Modification Agreement among the Borrower, Lender (as successor in interest to SunTrust Bank) and HUD dated as of 	 1, 2026 and to be recorded in the Records.
“Outstanding,” “outstanding” or “Bonds Outstanding” when used with respect to the Bonds means any Bonds theretofore authenticated and delivered under this Indenture, except:
Bonds theretofore canceled by the Trustee or theretofore delivered to the Trustee for cancellation;
Bonds for the payment of which moneys or obligations shall have been theretofore deposited with the Trustee in accordance with Article VIII; or

Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture.
“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership, dated 	, 2026, as may be amended and supplemented from time to time.
“Permitted Investments” means (i) Government Obligations, (ii) to the extent permitted herein, shares or units in any money market funds rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category) that invest primarily in Government Obligations which funds are registered with the Securities and Exchange Commission and which meet the requirements of Rule 2(a)(7) of the Investment Company Act of 1940, as amended (including any money market funds of the Trustee or its affiliates or for which the Trustee or an affiliate thereof serves as investment advisor or provides other services to such money market fund and receives reasonable compensation therefor), and (iii) Dreyfus Treasury Obligations Cash Management Fund as long as it is rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category). Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories, and the Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” shall include an individual, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof.
“Plans and Specifications” means the plans and specifications and/or the scope of work for the Development, together with such amendments thereto as are made from time to time in accordance with Section 5.07 of the Bond Loan Agreement.
“Preference Proof Moneys” means (i) Lender Funds, (ii) moneys drawn on a letter of credit, (iii) proceeds of the Bonds, (iv) proceeds of the Bridge Loan deposited with the Trustee,
(v) funds provided by the Underwriter or Remarketing Agent in excess of the offering or reoffering price of the Bonds, or (vi) moneys in connection with which the Trustee shall have been delivered an opinion of bankruptcy counsel acceptable to it to the effect that the use of such moneys would not be avoidable as a preference under Section 547 of the United States Bankruptcy Code or give rise to a stay under Section 362(a) of the United States Bankruptcy Code. “Preference Proof Moneys” shall also include investment earnings derived from any of the foregoing.
“Proceeds Certificate” means the Proceeds Certificate, dated the Closing Date, executed by the Borrower in connection with the issuance of the Bonds.
“Project Fund” means the Project Fund created in Section 4.01 of this Indenture. “Qualified Project Costs” means costs paid with respect to the Development that (i) are
properly chargeable to capital account (or would be so chargeable with a proper election by the Borrower or but for a proper election by the Borrower to deduct such costs) in accordance with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1), (ii) are paid with respect to a qualified residential rental development or developments within the meaning of Section 142(d) of the Code, (iii) are paid after the earlier of 60 days prior to the date of a resolution of the Issuer to reimburse Costs of the Development with

proceeds of Bonds or the date of issue of the Bonds, and (iv) if the Costs of the Development were previously paid and are to be reimbursed with proceeds of the Bonds such costs were (A) costs of issuance of the Bonds, (B) preliminary capital expenditures (within the meaning of United States Treasury Regulations Section 1.150-2(f)(2)) with respect to the Development (such as architectural, engineering and soil testing services) incurred before commencement of acquisition or rehabilitation of the Development that do not exceed twenty percent (20%) of the issue price of the Bonds (as defined in United States Treasury Regulations Section 1.148-1), or (C) were capital expenditures with respect to the Development that are reimbursed no later than eighteen (18) months after the later of the date the expenditure was paid or the date the Development is placed in service (but no later than three (3) years after the expenditure is paid); provided however, that if any portion of the Development is being constructed or developed by the Borrower or an Affiliate (whether as a developer, a general contractor or a subcontractor), “Qualified Project Costs” shall include only (a) the actual out-of-pocket costs incurred by the Borrower or such Affiliate in developing or constructing the Development (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered by the Borrower or such Affiliate (but excluding any profit component) and (c) any overhead expenses incurred by the Borrower or such Affiliate which are directly attributable to the work performed on the Development, and shall not include, for example, intercompany profits resulting from members of an Affiliated group (within the meaning of Section 1504 of the Code) participating in the rehabilitation of the Development or payments received by such Affiliate due to early completion of the Development (or any portion thereof).
“Rating Agency” means Moody’s.
“Rating Category” means one of the rating categories of the Rating Agency for the specific type and duration of the applicable Permitted Investment.
“Rating Confirmation” means a letter of confirmation from the Rating Agency to the effect that the proposed action would not result in a withdrawal, suspension or downgrade of the rating then in effect on the Bonds.
“Rebate Analyst” means a certified public accountant, financial analyst or attorney, or any firm of the foregoing, or a financial institution (which may include the Trustee) experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of the Code and selected by the Borrower and at the expense of the Borrower.
“Rebate Fund” means the Rebate Fund created in Section 4.01 of this Indenture.
“Rebate Requirement” means the amount, if any, which is to be paid to the United States of America pursuant to Section 148(f) of the Code and Section 5.01 hereof or to reduce the yield on investments to the yield on the Bonds pursuant to Section 148 of the Code.
“Record Date” means the 15th day of the month preceding the date on which interest is due and payable.
“Records” means the Official Records of Seminole County, Florida.

“Regulatory Agreement” means the Land Use Restriction Agreement dated as of the same date as the Indenture by and among the Issuer, the Trustee and the Borrower relating to the Bonds and containing certain occupancy and income restrictions on the Development required by the Code, and any and all modifications thereof, amendments and Supplements thereto and substitutions therefor.
“Remarketing Agent” means initially RBC Capital Markets, LLC, and any successor Remarketing Agent that may be appointed by the Borrower.
“Remarketing Agreement” means the Remarketing Agreement, dated as of even date with this Indenture, between the Borrower and the Remarketing Agent.
“Remarketing Notice Parties” means the Borrower, the Issuer, the Trustee, the Remarketing Agent and the Rating Agency.
“Remarketing Rate” means the interest rate or rates established pursuant to Article III hereof and borne by the Bonds then Outstanding from and including the Mandatory Tender Date to the Maturity Date.
“Requisition” means (a) the request signed by the Borrower Representative and the Issuer Servicer to make a disbursement from the Project Fund on a Construction Draw Date in the manner provided pursuant to Section 6.02 of this Indenture or (b) the request signed by the Borrower Representative or the Issuer to make a disbursement from the Costs of Issuance Fund in the manner provided pursuant to Section 4.04(b) of this Indenture.
“Resolution” means the resolution adopted by the Issuer on 	, 2026 duly authorizing and directing the issuance, sale and delivery of the Bonds.
“Responsible Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, senior associate, associate or other officer of the Trustee within the Trust Office (or any successor corporate trust office) customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trust Office because of such person’s knowledge of and familiarity with the particular subject and having direct responsibility for the administration of this Indenture.
“Revenues” means, all payments paid or payable to the Trustee in accordance with the Bond Loan Agreement, the Loan and the Note and all investment earnings derived or to be derived on any moneys or investments held by the Trustee hereunder, but excluding (a) amounts paid as fees, reimbursement for expenses or for indemnification of any Issuer Indemnified Party and the Trustee, (b) amounts paid to or collected by the Issuer in connection with any Unassigned Rights of the Issuer and (c) any Rebate Requirement.
“Securities Depository” means the Depository Trust Company, its successors and assigns, or any other securities depository for the Bonds designated by the Issuer or the Borrower to the Trustee in writing.
“Seller” means San Jose Apartments LLC, a Florida limited liability company.

“SLGS” means United States Treasuries – State and Local Government Series.
“Special Limited Partner” means CDC Special Limited Partner, L.L.C. a Georgia limited liability company, and its permitted successors and assigns in their capacity as the special limited partner of the Borrower.
“S&P” means S&P Global Ratings, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Borrower.
“State” means the State of Florida.
“Supplement” or “Supplements” means any and all extensions, renewals, modifications, amendments, supplements and substitutions to this Indenture.
“Tax Certificates” means, collectively, the Arbitrage Certificate and the Proceeds Certificate.
“Term of Agreement” means the term of the Bond Loan Agreement as specified in Section 9.01 of the Bond Loan Agreement.
“Trust Estate” has the meaning given such term in the Granting Clauses of this Trust Indenture.
“Trust Office” means the corporate trust office of the Trustee located at the address set forth in Article I hereof or such other office designated by the Trustee from time to time, or such other offices as may be specified in writing to the Issuer by the Trustee.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, and authorized to exercise corporate trust powers in the State, having a corporate trust office in Jacksonville, Florida, and its successor or successors in the trust created by this Indenture.
“Trustee Indemnified Party” or “Trustee Indemnified Parties” means the Trustee, the past, present and future executives, employees and agents of the Trustee, individually and collectively, thereof.
“Trustee Fee” shall mean the Trustee’s initial acceptance fee of $3,500 plus reasonable fees and expenses of its counsel in conjunction with the issuance of the Bonds and the ongoing compensation and expenses payable to the Trustee as follows:
the annual administration fees of the Trustee, for the ordinary services of the Trustee rendered under this Trust Indenture during each twelve-month period shall be $4,000 per annum, payable in $2,000 semiannual installments in advance on the Closing Date and each
	 1 and 	 1 thereafter (the “Trustee Annual Fee”);

the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and/or reimbursement for extraordinary expenses incurred by it under this Trust Indenture as and when the same become due, including reasonable fees and expenses of legal counsel and internal default administrators (including fees prior to litigation, at trial or for appellate proceedings); provided, however, that the Trustee shall not be required to undertake any such extraordinary services unless provision for payment of extraordinary expenses satisfactory to the Trustee shall have been made; and
for purposes of the Bond Loan Agreement, indemnification of the Trustee by the Borrower.
“Unassigned Rights of the Issuer” and “Unassigned Rights” means the rights of the Issuer consisting of: (a) all rights which the Issuer Indemnified Parties may have under this Indenture, the Bond Loan Agreement and other Documents to indemnification by the Borrower and by any other persons and to payments for expenses incurred by the Issuer itself, or its officers, directors, officials, agents or employees; (b) the right of the Issuer to give and receive notices, reports or other information, make determinations and grant approvals hereunder and under the Documents;
(c) the right of the Issuer to give and withhold consents and approvals hereunder and under the Documents; (d) the right of the Issuer to give and receive its fees and expenses pursuant to the Bond Loan Agreement and the Regulatory Agreement; (e) all rights of the Issuer not otherwise assigned to the Trustee to enforce the representations, warranties, covenants and agreements of the Borrower pertaining in any manner or way, directly or indirectly to the requirements of the Act or any requirements imposed by the Issuer with respect to the Development, or necessary to assure that interest on the Bonds is excluded from gross income for federal income tax purposes, as are set forth in any of the Documents or in any other certificate or agreement executed by the Borrower; (f) all rights of the Issuer in connection with any amendment to or modification of the Documents; and (g) all enforcement remedies with respect to the foregoing.
“Underwriter” means RBC Capital Markets, LLC.
Section 1.02. Rules of Construction.
The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer to this Indenture in its entirety.
The terms “agree” and “agreements” contained herein are intended to include and mean “covenant” and “covenants.”
References to Articles, Sections, and other subdivisions of this Indenture are to the designated Articles, Sections, and other subdivisions of this Indenture.
The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof.
All references made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (b) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well.

Any reference to particular sections or subsections of the Code and applicable income tax regulations shall include any successor provisions of law or regulations, to the extent the same shall apply to the Bonds.
Any reference to a Bond or to the Bonds shall include each portion in the minimum authorized denomination of any registered bond having a denomination greater than the minimum authorized denomination.
Any direction, consent, approval or similar action required hereunder shall be in writing and signed by an authorized representative of the party providing such direction, consent, approval or similar action.

ARTICLE II

CREATION OF BONDS; DETAILS OF THE BONDS
Section 2.01. Authorization and Terms of Bonds.
Authorization of Bonds. The Issuer hereby authorizes for issuance under this Indenture, bonds in the original aggregate principal amount of up to $15,000,000, which shall be designated the “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)” to be issued as hereinafter provided.
Registered Form; Numbering. The Bonds shall be issuable only as fully registered Bonds in authorized denominations, substantially in the form, appropriately completed, attached hereto as Exhibit A and made a part hereof. The Bonds shall be lettered “R,” and shall be numbered separately from “1” consecutively upward.
Date, Denominations, Interest Rate and Maturity. The Bonds shall be dated the Closing Date, shall be issued in denominations of $5,000 each or any integral multiple of $1,000 in excess thereof, shall bear interest from the Closing Date to the Mandatory Tender Date at the rate of  % and thereafter at the Remarketing Rate, payable semiannually on each Interest Payment Date and shall mature on the Maturity Date. The total amount of Bond proceeds is equal to the sum of the par amount of the Bonds ($15,000,000).
Book Entry Form. Initially, the Bonds shall be in Book Entry Form by issuing a single bond in the amount of $15,000,000, registered in the name of Cede & Co., as nominee for DTC. In the event DTC discontinues its service with respect to the Bonds and the Book Entry System is terminated, replacement Bonds shall be issued in authorized denominations.
Dates from Which Interest Payable. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated, unless authenticated on an Interest Payment Date, in which case it shall bear interest from such Interest Payment Date, or, unless authenticated prior to the first Interest Payment Date, in which case it shall bear interest from its date; provided, however, if at the time of authentication of any Bond, the Issuer is in default with respect to the payment of interest thereon, such Bond shall bear interest from the date

to which interest shall have been paid. Interest payable on the Bonds shall be calculated on the basis of a 360-day year of twelve 30 day months.
Medium and Place of Payment. Principal of and interest on the Bonds shall be payable in lawful money of the United States of America which, at the respective times of payment, is legal tender for the payment of public and private debts, but only from the Revenues and any other monies made available to the Issuer for such purpose. Principal of the Bonds shall be payable at Trust Office of the Trustee upon presentation and surrender of the Bonds as the same become due, and upon the request of any registered Owner of the Bonds on the applicable Record Date having an aggregate principal amount of $1,000,000 or more, such principal shall be paid by wire transfer of immediately available funds from the Trustee to the bank and account number specified by such Owner in writing to the Trustee. Interest on the Bonds shall be payable to the registered Owners of the Bonds by check or draft mailed to such Owners at their addresses as they appear on registration books kept by the Trustee as Bond Registrar, or, upon the request of any registered Owner of Bonds having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the domestic bank and account number specified by such Owner in writing to the Trustee at least three (3) Business Days prior to the applicable payment date.
Form of Bonds. The definitive Bonds, which may be printed, typewritten, photocopied, or otherwise reproduced, including the Trustee’s Certificate of Authentication to be endorsed thereon, shall be substantially in the form as set forth in Exhibit A attached hereto with such appropriate variations, omissions and insertions as permitted or required by this Indenture.
Payments or Actions to be taken on Saturdays, Sundays and Holidays. In any case where the date of any action required hereunder to be taken or the date of maturity of interest on or principal of the Bonds, shall not be a Business Day, then payment of interest or principal or the taking of such action need not be made or taken on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date such action was to be taken.
Section 2.02. Source of Payment of Bonds.
The Issuer covenants that it will promptly pay the principal of and the interest on the Bonds only out of (a) the Revenues pledged for the payment thereof under this Indenture, (b) the amounts held in any fund or account created under this Indenture, other than amounts held in the Rebate Fund or the Expense Fund, and (c) from any other moneys held pursuant to the Trust Estate. Nothing in the Bonds or in this Indenture shall be construed as pledging any other funds or assets of the Issuer. All the Bonds to be issued hereunder shall be equally and ratably secured, to the extent provided herein, by this Indenture.
Section 2.03. Execution of Bonds.
The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Chairman or Vice Chair of the Issuer, and the seal of the Issuer or a facsimile thereof shall be impressed or otherwise reproduced thereon and attested by the manual or facsimile signature of the Secretary or any Assistant Secretary of the Issuer. In case any authorized officer of the Issuer

whose signature or a facsimile of whose signature shall appear on any of the Bonds shall cease to be an authorized officer of the Issuer before the delivery of such Bonds, such signature or such facsimile signature thereof shall nevertheless be valid and sufficient for all purposes, the same as if such authorized officer of the Issuer had remained in office until delivery. Any Bond may be signed on behalf of the Issuer by such authorized officers as are at the time of execution of such Bond proper officers of the Issuer, even though at the date of such Bond, such authorized officer was not such officer. Furthermore, it shall not be necessary that the same authorized officer of the Issuer sign all of the Bonds that may be issued hereunder at any one time or from time to time.
Section 2.04. Certificate of Authentication.
Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth in the form of the Bond herein provided and duly executed by the Trustee shall be entitled to any right or benefit under this Indenture. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee’s certificate of authentication on any Bond shall be deemed to have been executed by it if manually signed by an authorized officer of the Trustee, but it shall not be necessary that the same person sign the certificate of authentication on all of the Bonds issued hereunder. At the time of authentication of any Bond, the Trustee shall insert therein the date from which interest on such Bond shall be payable as provided in Section 2.01(e) hereof.
Section 2.05. Authentication and Delivery of Bonds.
The Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate the Bonds and deliver them to the purchaser or purchasers as may be directed by the Issuer as provided in this Section. Prior to the authentication by the Trustee of the Bonds, there shall have been filed with the Trustee:
A copy, certified by an authorized officer of the Issuer, of the Resolution adopted by the Issuer relating to the Bonds, authorizing the execution, delivery and performance of this Indenture and the Bond Loan Agreement;
A copy of a fully executed counterpart of this Indenture;
The original, fully executed Note and a copy of a fully executed counterpart of the Bond Loan Agreement, the Regulatory Agreement, the Issuer Servicer Agreement, the Arbitrage Rebate Agreement, the Tax Certificates, the Continuing Disclosure Agreement, the Guarantor Documents;
A copy of opinion of Bond Counsel to the effect that the interest payable on the Bonds is excludable from the gross income of the holder thereof for federal income tax purposes;
A copy of opinion or opinions of counsel to the Issuer addressed to the Issuer and the Trustee to the effect that the Bonds and the Issuer Documents have been duly executed and delivered by the Issuer and constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, subject to bankruptcy, insolvency or

other laws affecting creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of equity, such principles of equity as the court having jurisdiction may impose;
A copy of an opinion or opinions of counsel to the Borrower addressed to the Issuer, Underwriter and the Trustee to the effect that the Borrower Documents have been duly executed and delivered by the Borrower and constitute valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency or other laws affecting creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of equity, such principles of equity as the court having jurisdiction may impose;
A copy of a request and authorization signed by an authorized officer of the Issuer authorizing the Trustee to authenticate and to deliver the Bonds to the purchaser or purchasers therein identified upon payment to the Trustee for the account of the Issuer of the amount specified in such request and authorization plus accrued interest, if any, thereon to the date of delivery; and
Written evidence from the Rating Agency confirming that the Bonds have been assigned a rating of “Aa1/VMIG-1”;
The Capitalized Interest Deposit, if any, for deposit to the Capitalized Interest Account;
The Costs of Issuance Deposit for deposit to the Costs of Issuance Fund;
Copies of all initial financing statements listing the Trustee as secured party to be filed upon issuance of the Bonds pursuant to Section 11.23 hereof.
The proceeds from the sale of the Bonds shall be paid over directly to the Trustee and deposited to the credit of the Proceeds Account of the Project Fund, as provided under Article VI hereof.
Section 2.06. Temporary Bonds.
Until Bonds in definitive form are ready for delivery, the Issuer may execute, and upon its request in writing, the Trustee shall authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, typewritten or photocopied Bonds in temporary form, substantially of the tenor of the Bonds herein described, and with appropriate omissions, variations and insertions. Such Bond or Bonds in temporary form shall be delivered in denominations authorized by this Indenture, may be numbered using the prefix “T” before any number thereon as authorized by this Indenture, and may bear a legend thereon setting forth the terms for the exchange thereof for Bonds in definitive form. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit of this Indenture. The Issuer shall, without unreasonable delay (unless the Holders of the Bonds issued in temporary form agree otherwise), prepare, execute and deliver to the Trustee, and thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form, the Trustee shall authenticate and deliver, in exchange therefor, a Bond in a definitive authorized form in authorized denominations, of the same maturity or maturities, bearing the same interest rate or rates and for

the same aggregate principal amount as the Bond in temporary form surrendered. Such exchange shall be made by the Issuer at the Borrower’s expense and without making any charge to the Holders of the Bonds therefor.
Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds.
In the event any Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Trustee may authenticate a new Bond of like date, maturity, interest rate and denomination as that of the Bond mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Bond there shall be first furnished to the Issuer and the Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Trustee, together with indemnity satisfactory to them. The Trustee may, with the consent of the Holder, provide to the Holder a typewritten (or similarly reproduced) Bond certificate in lieu of a printed Bond certificate. In the event any such Bond shall have matured, instead of issuing a duplicate Bond the Trustee may pay the same without surrender thereof. The Issuer and the Trustee may charge the Holder of such Bond their expenses and reasonable fees, if any, in connection with the preparation, execution and authentication of a replacement Bond.
Section 2.08. Registration, Negotiability, Transfer and Exchange of Bonds.
All of the Bonds issued under this Indenture shall be negotiable, subject to the provisions for registration and transfer contained in this Indenture and in the Bonds. So long as any of the Bonds shall remain outstanding, the Issuer shall maintain and keep at the Trust Office of the Trustee, books for the registration and transfer of Bonds; and, upon presentation thereof for such purpose at such office, the Trustee shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as the Issuer or the Trustee may prescribe, any Bond entitled to registration or transfer.
Each Bond shall be transferable only upon the books of the Issuer maintained for such purpose by the Trustee, at the written request of the registered Owner thereof or his attorney duly authorized in writing, upon presentation and surrender thereof, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Owner or his attorney duly authorized in writing. Upon the surrender for transfer of any Bond, the Issuer shall issue, and the Trustee shall authenticate, in the name of the transferee, in authorized denominations, a new Bond or Bonds without coupons of the same aggregate principal amount, series, maturity and interest rate as the surrendered Bond.
The Issuer and the Trustee shall deem and treat the person in whose name any Outstanding registered Bond shall be registered upon the books of the Issuer as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered Owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.

For every exchange or transfer of Bonds, whether temporary or definitive, the Issuer or the Trustee may make a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or transfer which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture to the contrary, any expenses of the Issuer or the Trustee incurred in connection therewith (except any applicable tax or other governmental charge) shall be paid by the Borrower as required by the Bond Loan Agreement. The Issuer shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding an Interest Payment Date. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Section 2.09. Revenue Obligation.
THE ISSUER HAS NO TAXING POWER. THE BONDS SHALL NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE OR ANY LOCAL GOVERNMENT THEREOF; AND NEITHER THE STATE NOR ANY LOCAL GOVERNMENT THEREOF SHALL BE LIABLE THEREON. NEITHER THE FAITH, REVENUES, CREDIT NOR TAXING POWER OF THE STATE OR ANY LOCAL GOVERNMENT THEREOF SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY), OR INTEREST ON THE BONDS. THE BONDS ARE PAYABLE, AS TO PRINCIPAL, PREMIUM (IF ANY), AND INTEREST, SOLELY OUT OF THE TRUST ESTATE WHICH IS THE SOLE ASSET OF THE ISSUER PLEDGED THEREFOR.
Section 2.10. Cancellation and Destruction of Bonds.
All Bonds which have been surrendered for payment, cancellation or for registration of transfer or exchange pursuant to Section 2.08 hereof shall be cancelled and destroyed by the Trustee and shall not be reissued, and a counterpart of the certificate of destruction evidencing such destruction shall be furnished by the Trustee to the Issuer and, upon written request therefor, to the Borrower. Any Bonds so cancelled may be retained by the Trustee for such period of time as the Trustee may determine and shall be destroyed by the Trustee at the end of such period. Any Bond so cancelled shall thereafter no longer be considered Outstanding for any purpose of this Indenture or the Bond Loan Agreement.
Section 2.11. Book Entry System.
Except as provided in subparagraph 3 of this Section 2.11, the registered Owner of all of the Bonds shall be, and the Bonds shall be registered in the name of, Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”). Payment of semi-annual interest for any Bonds shall be made by transfer of same day funds to the account of Cede on the Interest Payment Date at the address indicated for Cede in the registration books of the Issuer kept by the Trustee.

The Bonds shall be initially issued in the form of a separate single fully registered bond in the amount of each separately stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the registry books of the Issuer kept by the Trustee in the name of Cede, as nominee of DTC. With respect to Bonds registered in the registry books kept by the Trustee in the name of Cede, as nominee of DTC, the Issuer and the Trustee shall have no responsibility or obligation to any participant of DTC (a “Participant”) or to any person for whom a Participant acquires an interest in the Bonds (a “Beneficial Owner”). Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant, any Beneficial Owner or any other person, other than DTC, of any notice with respect to the Bonds, or (iii) the payment to any Participant, any Beneficial Owner or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds. The Issuer and the Trustee may treat as and deem DTC to be the absolute owner of each Bond for the purpose of payment of the principal of and interest on such Bond, and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of and interest on the Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. Payments of principal may be made without requiring the surrender of the Bonds, and the Issuer and Trustee shall not be liable for the failure of DTC or any successor thereto to properly indicate on the Bonds the payment of such principal. No person other than DTC shall receive a Bond evidencing the obligation of the Issuer to make payments of principal of and interest on the Bonds pursuant to the Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word “Cede” in the Indenture shall refer to such new nominee of DTC.
(1)  DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the Indenture.
The Issuer, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Issuer determines that:
(i) DTC is unable to discharge its responsibilities with respect to the Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners of the Bonds. In the event that no substitute securities depository is found by the Issuer, or restricted registration is no longer in effect, Bond certificates will be delivered as described in this Indenture.
Upon the termination of the services of DTC with respect to the Bonds pursuant to the subparagraph above, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to two preceding subparagraphs after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Issuer, is willing and able to undertake

such functions upon reasonable and customary terms, the Bonds shall no longer be restricted to being registered in the registration books kept by the Trustee in the name of Cede as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Indenture.
Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, to DTC as provided in the applicable Representation Letter of the Issuer addressed to DTC, dated the date of delivery and issuance of the Bonds.
In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture by the Issuer or the Trustee with respect to any consent or other action to be taken by the Bondholders, the Issuer or the Trustee, as the case may be, shall establish a special record date for such consent or other action and give DTC notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible.
In connection with any proposed transfer outside the Book Entry System, the Issuer, the Borrower or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Section 2.12. Non Presentment of Bonds.
Subject to the provisions of Section 11.21 hereof, in the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or otherwise, if funds sufficient to pay such Bonds shall have been made available to the Trustee for the benefit of the Holder or Holders thereof, all liability of the Issuer to the Holder thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability for interest thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively to such fund or funds, for any claim of whatever nature on its part under the Indenture or on, or with respect to, such Bond. Any such Bonds shall cease to bear interest on the specified maturity and such Bonds or portions thereof shall no longer be protected by or subject to the benefit or security of this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture.

ARTICLE III REDEMPTION OF BONDS
Section 3.01. Optional Redemption of Bonds.
The Bonds are not subject to redemption prior to the Mandatory Tender Date.

After the Mandatory Tender Date, the Bonds may be subject to optional redemption on any Business Day that may be determined by the Borrower in consultation with the Remarketing Agent (the “Optional Redemption Date”), in whole or in part, at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, in the event the Borrower exercises the option to prepay the Note and amounts are paid from the proceeds of refunding bonds or otherwise from Preference Proof Moneys upon the written direction of the Borrower delivered to the Issuer and the Trustee. The Trustee shall transfer monies on deposit in the Proceeds Account of the Project Fund, if any, and the Collateral Fund to the Bond Fund in amounts required to fund such redemption.
With respect to an optional redemption under paragraph (b) above, if, to pay the redemption price, the Trustee is required to sell or otherwise dispose of Permitted Investments shown in the most recent Cash Flow Projection delivered to the Rating Agency before the maturity or mandatory tender date of such Permitted Investments, then the Borrower shall deliver a new Cash Flow Projection to the Trustee, with confirmation to the Trustee that a copy of such Cash Flow Projection has been delivered to the Rating Agency, and such Cash Flow Projection shall serve as written instructions to the Trustee governing the selection of Permitted Investments and payment of the redemption price of the Bonds called for redemption.
On each redemption date, the Trustee shall transfer to the Bond Registrar, but only from and to the extent of funds held by the Trustee hereunder are available for such purpose, an amount sufficient to pay the redemption price of all Bonds or portions thereof to be redeemed on such redemption date. In the event the Trustee has not received or does not otherwise have available hereunder funds sufficient to pay the redemption price of all Bonds or portions thereof to be redeemed on the date fixed for redemption, no funds shall be transferred to the Bond Registrar, all funds shall remain on deposit in the Proceeds Account of the Project Fund, the Collateral Fund and the Bond Fund, and the Trustee shall give notice of the cancellation of such redemption in the manner set forth in Section 3.03(b).
Section 3.02. Purchase in Lieu of Redemption or Mandatory Tender.
Any Bonds called for optional redemption under Section 3.01 of this Indenture or mandatory tender under Section 3.04 of this Indenture may be purchased by the Borrower or by any other party designated in writing by the Borrower, on the date upon which such Bonds were to have been redeemed or tendered (the “Purchase in Lieu Date”), at a purchase price equal to the redemption or tender price thereof. The Borrower shall give 5 days’ advance written notice before the designated Purchase in Lieu Date to the Trustee for which an election to purchase pursuant to this Section 3.02 is being made. Bonds to be purchased pursuant to this Section 3.02 which are not delivered to the Trustee on the Purchase in Lieu Date shall be deemed to have been so purchased, and the purchaser of such Bonds shall be the Owner of such Bonds for all purposes under this Indenture, and interest accruing on such Bonds on and after the Purchase in Lieu Date shall be payable solely to the purchaser of the Bonds or any assignee(s) of its interest in such Bonds.
The purchase of Bonds in accordance with this Section 3.02 is not intended, and shall not be deemed to constitute, a redemption of such Bonds nor an extinguishment of the debt evidenced thereby.

The notice provided for in Section 3.03 and Section 3.04 hereof shall be given by the Trustee regardless of whether the Borrower intends to purchase the Bonds in lieu of redemption or tender; however, the notice may include a statement(s) that the Bonds may be purchased in lieu of redemption or tender, and related information as may be required or necessary to comply with the requirements and policies of DTC.
Section 3.03. Notices of Redemption.
The Bonds shall be called for optional redemption pursuant to Section 3.01 hereof by the Trustee as herein provided upon receipt by the Trustee and the Issuer, at least 25 days prior to the redemption date (unless a shorter notice shall be satisfactory to the Trustee), of a certificate of the Borrower specifying the provision or provisions of this Indenture pursuant to which such Bonds are to be called for redemption. In the case of every redemption, the Trustee shall cause notice of such redemption to be given by mailing by first class mail postage prepaid a copy of the redemption notice to the Bondholders designated for redemption in whole or in part, at their addresses as the same shall last appear upon the registration records, in each case not more than 30 nor less than 20 days prior to the redemption date, provided, however, that failure to receive such notice, or any defect therein, shall not affect the validity of any proceedings for the redemption of such Bonds. So long as the Bonds are in Book Entry Form, notice of redemption will be given by the Trustee only to DTC or its successor, with duplicate notice provided to the Rating Agency. Notwithstanding the foregoing, any notice of redemption shall be provided by the Trustee to the Rating Agency regardless of whether or not the Bonds are in Book Entry Form. The redemption notice may be given as a conditional notice provided the Trustee has sufficient moneys on deposit in the Proceeds Account of the Project Fund, the Bond Fund and the Collateral Fund, on or prior to the redemption date, to redeem all of the Bonds called for redemption, and if the Trustee does not have sufficient funds for this purpose, no Bonds shall be redeemed. The Trustee shall furnish the Borrower, the Issuer, the Remarketing Agent and the Rating Agency with a copy of each notice of redemption given with respect to any optional redemption under Section 3.01 hereof, as soon as practicable after the delivery of notice to the Bondholders.
Each notice of redemption shall specify the date fixed for redemption, the place or places of payment, that payment will be made upon presentation and surrender of the Bonds to be redeemed, that interest accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon will cease to accrue. Each notice of redemption may also state that the redemption is conditioned on receipt of sufficient moneys for such redemption by the Trustee on or prior to the redemption date; if sufficient moneys are not so received, the redemption of the Bonds for which notice was given shall not be made, and the cancellation of such redemption shall immediately be confirmed in a subsequent notice given immediately in substantially the same manner as the original notice of redemption. If less than all the Bonds Outstanding are to be redeemed, the notice of redemption shall specify the numbers of the Bonds or portions thereof to be redeemed.
In the case of a redemption of the Bonds in part, the Trustee shall select Bonds for redemption by lot. If the Bonds are in Book Entry Form, the Bonds will be selected pursuant to a similar applicable selection procedure of the Securities Depository. If a Bond may be redeemed or purchased only in part, it shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly

executed by the Holder thereof or his or her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, at the Borrower’s expense, a new Bond or Bonds of the same series, of any authorized denomination, as requested by such Holder, having the same stated maturity and interest rate in aggregate principal amount equal to, and in exchange for, the unredeemed or unpurchased portion of the principal of the Bond so surrendered.
Section 3.04. Mandatory Tender.
The Bonds are subject to mandatory tender in whole and not in part on the Mandatory Tender Date and shall be purchased at a price equal to 100 percent of the principal amount of such Bonds, plus accrued interest, if any, to the Mandatory Tender Date, and without premium. No later than 10:00 a.m., New York City time, on the Mandatory Tender Date, the Holders shall deliver the Bonds to the Trustee. The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m. New York City time on the Mandatory Tender Date, in the following priority; (i) amounts representing proceeds of remarketed Bonds received pursuant to Section 3.07(c) hereof, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase, (ii) amounts on deposit in the Collateral Fund and Proceeds Account of the Project Fund, to pay the principal amount of Bonds tendered for purchase,
(iii) amounts on deposit in the Capitalized Interest Account of the Bond Fund to pay the accrued interest, if any, on Bonds tendered for purchase, and (iv) any other Preference Proof Moneys available or made available for such purpose at the direction of the Borrower.
In the event that the conditions set forth in Section 3.06 hereof are not satisfied and/or the Trustee shall not have received remarketing proceeds on the Mandatory Tender Date equal to the principal amount of the Bonds Outstanding on such date, the Bonds shall be purchased in whole on the Mandatory Tender Date using amounts on deposit in the Collateral Fund, the Proceeds Account of the Project Fund, and the Bond Fund, and, immediately following such purchase, the Bonds shall be deemed redeemed on the Mandatory Tender Date and cancelled by the Trustee.
Not less than 30 days before the Mandatory Tender Date, the Trustee shall give written notice of mandatory tender and, if applicable, remarketing to the Holders by first class mail, postage prepaid, at their respective addresses as they appear on registration books kept by the Trustee as Bond Registrar. So long as the Bonds are in Book Entry Form, notice of mandatory tender and, if applicable, remarketing will be given by the Trustee only to DTC or its successor, with duplicate notice provided to the Rating Agency. Notwithstanding the foregoing, any notice of mandatory tender shall be provided by the Trustee to the Rating Agency regardless of whether or not the Bonds are in Book Entry Form. The notice shall state the Mandatory Tender Date and that:
all Outstanding Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date and must be tendered for purchase on the Mandatory Tender Date;
all Outstanding Bonds will be purchased on the Mandatory Tender Date at a price equal to the principal amount of the Outstanding Bonds plus interest accrued to the Mandatory Tender Date;

Holders will not have the right to elect to retain their Bonds and any Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date; and
the address of the office of the Trustee at which Holders should deliver their Bonds for purchase on the Mandatory Tender Date.
If notice is given as stated in this section, failure of any Holder to receive such notice, or any defect in the notice, shall not affect the remarketing or the validity of the proceedings for the remarketing of the Bonds. A copy of such notice will also be sent to Borrower’s Investor Limited Partner at the Notice Address set forth herein.
Section 3.05. Duties of Remarketing Agent.
The Remarketing Agent shall do the following in connection with the remarketing of the
Bonds:
If directed in writing by the Borrower not less than thirty (30) days prior to the
Mandatory Tender Date, the Remarketing Agent shall, in accordance with such direction, offer the Bonds for sale not less than five (5) days before the Mandatory Tender Date, and shall use its best efforts to sell Bonds by the Mandatory Tender Date at a price equal to 100 percent of the principal amount of such Bonds plus accrued interest, if any.
Establishment of Interest Rate in Connection with Remarketing of Bonds.
Establishment of Interest Rate. From and after the Mandatory Tender Date, the Bonds shall bear interest at the Remarketing Rate determined pursuant to this subsection. Any Remarketing Rate determined by the Remarketing Agent and taking effect pursuant to this Indenture for a remarketing period to be determined by the Borrower in consultation with the Remarketing Agent shall be conclusive and binding for the purposes of this Indenture upon the Trustee, the Issuer, the Borrower, and the Holders.
Determination of Remarketing Rate. The Remarketing Agent shall determine the Remarketing Rate on or before the Mandatory Tender Date. The Remarketing Rate shall be the minimum rate of interest necessary, in the professional judgment of the Remarketing Agent, taking into consideration prevailing market conditions, to enable the Remarketing Agent to remarket all of the Bonds on the Mandatory Tender Date at par for the period which shall begin on the Mandatory Tender Date and end on a subsequent mandatory tender date as determined by the Remarketing Agent in consultation with the Borrower, or the Maturity Date.
Notice. Immediately upon determining the Remarketing Rate, the Remarketing Agent shall give notice to the other Remarketing Notice Parties. In no event shall the Remarketing Agent give its notice later than the Business Day following the day on which the Remarketing Agent makes its determination of the Remarketing Rate.

Section 3.06. Conditions Precedent to Remarketing of Bonds and Notice.
Conditions Precedent to Remarketing of Bonds. The remarketing of the Bonds on the Mandatory Tender Date is subject to the satisfaction of each of the following conditions on or before the Mandatory Tender Date:
The Trustee has received notice from the Remarketing Agent that all of the Bonds have been remarketed and that the proceeds from the remarketing are expected to be available to the Trustee on the Mandatory Tender Date and deposited into the Bond Fund in an amount equal to the principal amount of the Bonds.
The Trustee has received an updated Cash Flow Projection that has been provided to the Rating Agency and written notice from the Remarketing Agent that the Remarketing Agent has received a Rating Confirmation to the effect that the then current rating assigned to the Bonds will continue to be effective on the Mandatory Tender Date.
The Trustee has received an opinion of Bond Counsel to the effect that the remarketing of the Bonds will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
The Trustee has received Preference Proof Moneys in an amount necessary to pay capitalized interest, if any, in connection with remarketed Bonds as determined by the Remarketing Agent, to the Maturity Date or some other date as set by the Remarketing Agent.
Notice of Satisfaction of Conditions Precedent. If the conditions set out in subsection (a) are satisfied, the Trustee shall immediately give notice to the other Remarketing Notice Parties stating that (i) all conditions precedent to the remarketing of the Bonds have been satisfied and (ii) the remarketing and settlement of the Bonds is expected to occur on the Mandatory Tender Date. A copy of such notice will also be sent to Borrower’s Investor Limited Partner at the Notice Address set forth herein.
Section 3.07. Remarketing of Bonds.
Delivery of Bonds by Holder for Purchase. Each Holder must deliver its Bonds to the Trustee for purchase not later than 10:00 a.m., New York City time, on the Mandatory Tender Date. Bonds received by the Trustee shall be held by the Trustee in trust for the tendering Holders pending receipt of funds for the payment of such Bonds.
Untendered Bond. Any Bond which is not tendered on the Mandatory Tender Date (an “Untendered Bond”) will be deemed to have been tendered to the Trustee as of such Mandatory Tender Date, and, from and after such Mandatory Tender Date shall cease to bear interest and no longer will be considered to be outstanding. In the event of a failure by owners to deliver Bonds on the Mandatory Tender Date, such Holders will not be entitled to any payment (including any interest to accrue from and after the Mandatory Tender Date) other than the purchase price for such Untendered Bond, and any Untendered Bond will no longer be entitled to the benefits of this Indenture, except for the purpose of payment of the purchase price for such Untendered Bond.

Delivery of Purchase Price of Remarketed Bonds. The Remarketing Agent shall give notice to the Remarketing Notice Parties no later than the Mandatory Tender Date specifying the principal amount and denominations of, such Bonds, if any, for which it has found purchasers. The Remarketing Agent shall deliver to the Trustee, no later than 11:00 a.m., New York City time, on the Mandatory Tender Date, in immediately available funds, remarketing proceeds to the extent the Bonds have been successfully remarketed. Upon remarketing, the Trustee shall transfer the registered ownership of the Bonds to the new registered Owners via the Securities Depository. The Bonds shall remain in Book Entry Form. Moneys deposited with the Trustee for the purchase of Bonds shall be held in trust in the Bond Fund and shall be paid to the tendering Holder upon presentation of its Bonds at the designated office of the Trustee.
Notice of Remarketing to Holders of Untendered Bonds. The Trustee shall promptly give notice by registered or “certified first class” mail, postage prepaid, to each Holder of Bonds whose Bonds are deemed to have been purchased stating that interest on such Bonds ceased to accrue on the date of purchase and that moneys representing the purchase price of such Bonds are available against delivery of such Bonds at the designated office of the Trustee.
Section 3.08. Concerning the Remarketing Agent.
The Remarketing Agent identified in Section 1.01 hereof shall serve as the Remarketing Agent for the Bonds. The Remarketing Agent shall provide to the Trustee its designated office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Borrower and the Trustee. In addition, the Remarketing Agent will agree particularly to:
keep such records relating to its computations of interest rates for the Bonds as shall be consistent with prudent industry practice and to make such records available for inspection by the Issuer, the Trustee and the Borrower at all reasonable times; and
perform all of its functions and duties under this Indenture.
The Remarketing Agent shall be entitled to advice of legal counsel on any matter relating to the Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in the exercise of reasonable care in fulfilling such obligations.
The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in the performance of the Remarketing Agent’s obligations under this Indenture, and any such appointment shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such co-Remarketing Agent, shall have a capitalization of at least
$5,000,000, or shall have a line of credit with a commercial bank in the amount of at least
$5,000,000, shall be in conformity with all standards and requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing Agent shall take responsibility for any co- Remarketing Agent it appoints.

Section 3.09. Qualification of Remarketing Agent.
The Remarketing Agent shall be a member in good standing of the Financial Industry Regulatory Authority having a capitalization of at least $5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, and shall be authorized by law to perform all the duties imposed upon it by this Indenture. Subject to the terms of the Remarketing Agreement, the Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 30 days’ notice of such resignation to the Issuer, the Borrower and the Trustee. The Remarketing Agent may be removed, with prior notice to the Issuer, at any time by the Borrower, with at least 30 days’ notice of such removal to the Remarketing Agent.
Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall pay over, assign and deliver any money and Bonds held by it in such capacity to its successor. Upon the resignation or removal of the Remarketing Agent, the Borrower shall promptly appoint a successor Remarketing Agent, and shall provide notice to the Trustee of such appointment. Under no circumstances shall the appointment of a successor Remarketing Agent be a condition to the resignation or removal of the current Remarketing Agent.
The Trustee, within 30 days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to the Rating Agency (if the Bonds are then rated) and to the Holders of the Bonds.
If a successor Remarketing Agent is not appointed by the Borrower and acting as Remarketing Agent at least ten (10) days before the Mandatory Tender Date, the Bonds will not be remarketed and will be paid on the Mandatory Tender Date.

ARTICLE IV REVENUES AND FUNDS
Section 4.01. Creation of Funds.
The following trust funds are hereby created by the Issuer and ordered established and held separately with the Trustee to be used for the purposes as hereinafter provided in this Indenture:
Bond Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Bond Fund” (herein referred to as the “Bond Fund”), and within the Bond Fund, a “Capitalized Interest Account,” which Fund shall be administered as provided in Sections 4.02 and 4.05 hereof.
Project Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Project Fund” (herein referred to as the “Project Fund”), and within the Project Fund, a “Proceeds Account”, and an “Equity Account”, which Fund and the accounts therein shall be administered in accordance with the provisions of Sections 6.01 and 6.02 of this Indenture. Moneys held in the Equity Account are not held for the

benefit of the Owners, shall be segregated from moneys held in the Proceeds Account and are not a part of the Trust Estate.
Rebate Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Rebate Fund” (herein referred to as the “Rebate Fund”), which Fund shall be administered in accordance with the provisions of Section 5.01 of this Indenture. Moneys held in the Rebate Fund are not held for the benefit of the Owners and are not part of the Trust Estate.
Expense Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Expense Fund” (herein referred to as the “Expense Fund”), which Fund shall be administered in accordance with the provisions of Section 4.07 of this Indenture. Moneys held in the Expense Fund are not held for the benefit of the Owners and are not part of the Trust Estate.
Collateral Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Collateral Fund” (herein referred to as the “Collateral Fund”), which Fund shall be administered in accordance with the provisions of Section 4.03 of this Indenture.
Costs of Issuance Fund. “Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Costs of Issuance Fund” (herein referred to as the “Costs of Issuance Fund”), which Fund shall be administered in accordance with the provisions of Section 4.04 of this Indenture. Moneys held in the Costs of Issuance Fund (other than amounts derived from the proceeds of the Bonds) are not held for the benefit of the Owners and are not part of the Trust Estate.
Section 4.02. Deposits into the Bond Fund.
On or before the Closing Date, upon receipt of the Capitalized Interest Deposit, if any, in accordance with Section 4.02 of the Bond Loan Agreement, the Trustee shall deposit the Capitalized Interest Deposit to the Capitalized Interest Account. All Revenues received by the Trustee, except for funds deposited in the Bond Fund (including the Capitalized Interest Account therein) or the Collateral Fund on the Closing Date and any investment earnings thereon, shall be deposited, first, to the credit of the Expense Fund to the extent of any fees, costs or expenses described in Section 4.07 hereof which are due and payable, and then to the Bond Fund. In accordance with the last sentence of Section 11.04, for so long as the Bonds are outstanding hereunder, funds on deposit in the Proceeds Account of the Project Fund, the Collateral Fund or the Bond Fund (including the Capitalized Interest Account therein) shall not be deposited in the Expense Fund or otherwise used to pay fees, costs or expenses described in Section 4.07 hereof.
In connection with the issuance of the Bonds, certain moneys may be deposited with the Trustee before the Closing Date pursuant to one or more letters of instruction from the provider or providers of such moneys. Such moneys will be held by the Trustee subject to the terms and conditions of the Indenture in addition to terms provided in such letter(s) of instruction. For such purpose the standards of care, provisions regarding responsibilities and indemnification and other sections relating to the Trustee contained in this Indenture and the Bond Loan Agreement (the

“Effective Provisions”) shall be effective as of the first date of receipt by the Trustee of such moneys. The Effective Provisions shall be deemed incorporated into such letter(s) of instructions.
Section 4.03. Use of Moneys in Collateral Fund.
Upon the Trustee’s receipt of (i) a disbursement request from the Borrower pursuant to Section 6.02 hereof and Section 3.03 of the Bond Loan Agreement and (ii) advice from the Lender or the Bridge Lender, as applicable, of the amount of the Collateral Payment which such party proposes to deliver to the Trustee for deposit into the Collateral Fund in exchange for the Trustee’s disbursement to, or at the direction of, such party of the same amount of Bond proceeds from the Proceeds Account of the Project Fund, the Trustee shall confirm to such party that the Trustee is irrevocably prepared to disburse to or at the written direction of such party an amount of Bond proceeds equal to the amount of the applicable Collateral Payment upon receipt by the Trustee of such funds. Such confirmation is a condition precedent to the Lender and the Bridge Lender making any Collateral Payments. Together with amounts on deposit in the Proceeds Account of the Project Fund and the Bond Fund (including the Capitalized Interest Account therein), amounts on deposit in the Collateral Fund, including any investment earnings thereon, shall be sufficient at all times to pay the principal of and interest on the Bonds to the Mandatory Tender Date or, if the Bonds remain Outstanding, the earlier of the next succeeding mandatory tender date or the Maturity Date, as applicable. On each date on which principal of or interest on the Bonds is due, the Trustee shall transfer a sufficient amount of funds from the Collateral Fund for deposit to the Bond Fund to enable the Trustee to make such payments as and when due.
Section 4.04. Use of Moneys in the Costs of Issuance Fund.
Deposits into the Costs of Issuance Fund. On or before the Closing Date the Borrower shall deliver the Costs of Issuance Deposit to the Trustee. On the Closing Date, the Trustee shall deposit or transfer, as applicable, the Costs of Issuance Deposit into the Costs of Issuance Fund as designated in the closing memorandum prepared by the Underwriter and executed by the Borrower in connection with the issuance of the Bonds.
Disbursements from the Costs of Issuance Fund. Except as otherwise provided in this Section 4.04, the amounts deposited in the Costs of Issuance Fund shall be expended for Costs of Issuance and for no other purpose. On the Closing Date, the Trustee shall disburse amounts from the Costs of Issuance Fund as designated in the closing memorandum prepared by the Underwriter and executed by the Borrower in connection with the issuance of the Bonds. After the Closing Date, the Trustee shall disburse amounts from the Costs of Issuance Fund as designated in a Requisition in the form attached hereto as Exhibit C, executed by the Borrower (and approved by the Lender, if applicable), specifying in detail the amount which constitutes Costs of Issuance to be paid or reserved to be paid under this Section, and the respective firms or persons to whom such payments are to be made. The Trustee shall make the payments specified therein concurrently with or as soon as may be practicable after the delivery of such Requisition.
Disposition of Remaining Amounts. Any moneys remaining in the Costs of Issuance Fund twelve (12) months after the Closing Date and not needed to pay still unpaid Costs of Issuance will be returned to the Borrower upon the written instruction to the Trustee from the

Borrower, in accordance with Section 4.06. Upon final disbursement, the Trustee shall close the Costs of Issuance Fund.
Section 4.05. Use of Moneys on Deposit in the Bond Fund; Application of Loan Payments.
The funds on deposit in the Bond Fund shall be used by the Trustee to pay principal of and interest on the Bonds on each date a payment of principal or interest is due to be made, whether by maturity, scheduled Interest Payment Date or as a result of an early redemption of the Bonds.
In the event that amounts on deposit in the Bond Fund on any Interest Payment Date, the Optional Redemption Date, the Mandatory Tender Date, the Maturity Date or such other Bond payment date are insufficient to make the payment of principal of or interest on the Bonds when due, the Trustee shall transfer funds in the following order to the Bond Fund and use such funds, together with amounts then on deposit in the Bond Fund, to make such payments when due:
first, from amounts on deposit in the Capitalized Interest Account;
second, from amounts on deposit in the Collateral Fund; and
third, from amounts on deposit in the Proceeds Account of the Project Fund.
So long as there are any Outstanding Bonds, payments due under the Note and the Bond Loan Agreement shall be deemed made by the Trustee’s transfer of funds on each Interest Payment Date from the Capitalized Interest Account or from the Collateral Fund to the Bond Fund, in an amount necessary to pay the interest on and principal (if any) of the Bonds.
Following receipt by the Trustee of a Cash Flow Projection provided by or on behalf of the Borrower, the Trustee is hereby authorized and directed to take the actions and disburse from the Bond Fund the amount of Preference Proof Moneys set forth in such Cash Flow Projection to or at the written direction of the Borrower.
Section 4.06. Payment to Borrower of Excess Moneys.
Any amounts remaining in the Costs of Issuance Fund after the payment in full of all Costs of Issuance shall be paid to the Borrower in accordance with Section 4.04 hereof, and any amounts remaining in the Collateral Fund or the Bond Fund (except for amounts then held by the Trustee in the Bond Fund for payment of principal of, or interest on, any of the Bonds) after payment in full of the principal of and interest on the Bonds, payment of any and all fees and expenses due in accordance with this Indenture and the Bond Loan Agreement, and payment of all other costs associated with the discharge of the Bonds (or provision for payment thereof having been made as provided in Section 9.01 hereof) shall, upon written instruction to the Trustee from the Borrower (with a copy to the Issuer), be paid to the Borrower upon the expiration or sooner termination of the term of the Bond Loan Agreement notwithstanding the survival of certain provisions thereof, subject to the provisions of Section 13.11 herein.

Section 4.07. Expense Fund.
The Trustee shall deposit amounts received from the Borrower for the purpose of paying Trustee’s Fees, the Issuer Fee, the Issuer Servicer Fee and any other fees, costs or expenses required under the Bond Loan Agreement into the Expense Fund. The Trustee shall pay such amounts to the proper persons on the dates and in the amounts due. Amounts on deposit in the Expense Fund shall be withdrawn or maintained, as appropriate by the Trustee to pay (i) to the Trustee, the Trustee’s Fee, (ii) to or at the direction of, the Issuer, the Issuer Fee and the Issuer Servicer Fee, (iii) upon receipt, to the Trustee, any amounts due to the Trustee which have not been paid, other than amounts paid in accordance with clause (i) hereof, and (iv) upon receipt, to, or at the direction of, the Issuer, the Issuer Fee or the Issuer Servicer Fee due and unpaid, other than amounts paid in accordance with clause (ii) above. Any amounts remaining in the Expense Fund after payment in full of the principal of and interest on, the Bonds, payment of any and all fees and expenses due in accordance with this Indenture and the Bond Loan Agreement, and payment of all other costs associated with the discharge of the Bonds (or provision for payment thereof having been made as provided in Section 9.01 hereof) shall, upon written instruction to the Trustee from the Borrower (with a copy to the Issuer), be paid to the Borrower upon the expiration or sooner termination of the term of the Bond Loan Agreement notwithstanding the survival of certain provisions thereof.
Section 4.08. Allocation and Reallocation of Permitted Investments Deposited to the Collateral Fund and the Project Fund.
On the Closing Date and from time to time thereafter, the Trustee shall allocate ownership of the Permitted Investments acquired pursuant to Article VII hereof and deposited for the benefit of the Proceeds Account of the Project Fund and the Collateral Fund as follows: The Trustee shall allocate to the Collateral Fund a percentage of such Permitted Investments equal to the amount of the Collateral Payments presented to the Trustee for deposit to the Collateral Fund on the Closing Date divided by the aggregate Outstanding principal amount of the Bonds plus original issue premium and multiplied by 100 (the “Initial Collateral Fund Percentage”) and the remainder (i.e., 100% minus the Initial Collateral Fund Percentage, referred to as the “Initial Project Fund Percentage”) shall be allocated to the Proceeds Account of the Project Fund. On each subsequent month when an additional Collateral Payment is presented to the Trustee for deposit to the Collateral Fund (the “Subsequent Allocation Date”), the dollar amount of such Collateral Payment shall be added to all prior Collateral Payments so deposited, and the percentage of such Permitted Investments allocated to the Collateral Fund shall be adjusted to that percentage equal to the aggregate Collateral Payments through such date divided by the aggregate Outstanding principal amount of the Bonds plus original issue premium and multiplied by 100 (the “Collateral Fund Percentage”) and the remainder (i.e., 100% minus the Collateral Fund Percentage, referred to as the “Project Fund Percentage”) shall be allocated to the Proceeds Account of the Project Fund. On each Subsequent Allocation Date, the Trustee shall be deemed to have liquidated that portion of the Permitted Investments allocated to the Proceeds Account of the Project Fund and purchased equivalent Permitted Investments to be allocated to the Collateral Fund. In the event that the purchase price of the Permitted Investments is less than the Outstanding principal amount of the Bonds plus original issue premium, this Section 4.08 shall be read by substituting the phrase “the purchase price of the Permitted Investments” in lieu of “the Outstanding principal amount of the Bonds” where such phase appears.

Notwithstanding anything to the contrary in this Indenture or the Bond Documents, it is the purpose and intent of the Issuer that the proceeds of the Bonds be expended on Qualified Project Costs and that the proceeds of the New Lender Loan and the Bridge Loan be deposited in the Collateral Fund. The parties covenant and agree that the foregoing can be accomplished by either (i) tracing direct expenditures or (ii) adhering to the allocation and accounting rules set forth in Treasury Regulation 1.148-6 which allow for bond proceeds to be deemed expended for federal income tax purposes in the manner allocated by the Issuer notwithstanding the actual use of bond proceeds to the contrary. On the Closing Date, $16,408,665.67 of the Bond proceeds will be expended on (or allocated to) Qualified Project Costs including, without limitation, costs incurred for or in connection with the acquisition of the Development and reimbursement for certain eligible expenditures incurred by the Borrower in connection with the predevelopment of the Development, all as set forth in the requisition delivered by the Borrower on the Closing Date. The Trustee is authorized to use the Bonds for other Development purposes as expressly set forth in this Article IV provided, and on the condition, that the Bonds are ratably allocated to Qualified Project Costs within 18 months after the later of the date such expenditure is made or the date the Development is placed in service, but in all events by the date that is 60 days after the earlier of the fifth anniversary of the Closing Date or the redemption of the Bonds (or at such earlier times as may be required under Section 148 of the Code and the application regulations of the Treasury Department related thereto). The Issuer covenants with the Trustee to maintain accurate books and records sufficient to establish such a ratable method of accounting for the Bonds, all of which shall be subject to the inspection and use of the Borrower and of its partners and their respective attorneys upon demand during normal business hours.

ARTICLE V REBATE
Section 5.01. Rebate Fund; Rebate Requirement.
The Trustee shall deposit into the Rebate Fund amounts paid by the Borrower pursuant to the Arbitrage Rebate Agreement.
The determination of the Rebate Requirement shall be made in accordance with the Arbitrage Rebate Agreement and the Rebate Requirement shall be paid at such times and in such installments as provided therein. The Borrower shall designate the Rebate Analyst. As further provided in the Arbitrage Rebate Agreement, the Borrower shall be responsible for causing the rebate calculations to be calculated by the Rebate Analyst and paying the Rebate Requirement.
Neither the Issuer nor the Trustee shall be obligated to pay any portion of the Rebate Requirement (except from funds on deposit in the Rebate Fund). In addition, neither the Issuer nor the Trustee shall have any responsibility with respect to the calculation of the Rebate Requirement.
Any moneys held as part of the Rebate Fund and not immediately required to be paid to the United States pursuant to the Arbitrage Rebate Agreement shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative, in Government

Obligations or in any money market or short term investment fund investing in or consisting primarily of and secured by Government Obligations, including any such fund maintained by the Trustee or an affiliate thereof, having maturities consonant with the need for moneys as estimated by the Borrower. In connection with the investment of moneys held as part of the Rebate Fund, the provisions of Section 7.03 hereof control regarding the crediting to the Rebate Fund of interest and other income received on the investment of moneys held as part of the Rebate Fund.
As provided in the Arbitrage Rebate Agreement, the Borrower is required to
(i) obtain a rebate calculation with respect to the Rebate Requirement with respect to the Mandatory Tender Date, the Maturity Date or the earlier date upon which all of the Bonds have been redeemed or defeased in a timely manner and either (ii)(A) pay to the Trustee for deposit into the Rebate Fund an amount of money as determined by such calculation within 30 days of such calculation or (B) provide the Trustee and the Issuer with written notice (signed by the Borrower Representative and the Rebate Analyst) that (1) no deposit is required or (2) the amount in the Rebate Fund is in excess of the amount required to be on deposit as determined by the most recent rebate calculation, in which case the Trustee shall, with the prior written consent of the Issuer, pay such excess over to the Borrower. If the Trustee does not receive either of the items required in (ii)(A) or (ii)(B) above within 30 days after the Mandatory Tender Date, Maturity Date or any other earlier date upon which all of the Bonds have been redeemed or defeased, the Trustee shall notify the Issuer; provided, however, that the Trustee shall not incur any liability if it should fail to provide such notice. The Borrower shall provide copies of all rebate calculations to the Issuer upon submission by the Rebate Analyst.

ARTICLE VI

CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 6.01. Custody and Application of Project Fund.
The proceeds received upon the issuance and sale of the Bonds shall be deposited in the Proceeds Account of the Project Fund.
Section 6.02. Procedure for Making Disbursements from Project Fund.
Disbursements from the Project Fund shall be made upon the receipt by the Trustee of the following and shall be used solely to pay Costs of the Development incurred in connection with the acquisition and rehabilitation of the Development: (1) a request or requests therefor executed by the Borrower and the Issuer Servicer, upon a Requisition in substantially the form attached as Exhibit B hereto (without the exhibits and attachments thereto), (2) in the case of amounts requisitioned from the Proceeds Account, certification by a Borrower Representative that such Costs of the Development are Qualified Project Costs, and (3) in the case of requisitions from the Proceeds Account, confirmation from the Trustee that, immediately after such requested disbursement from the Proceeds Account, the sum of the moneys on deposit in the Proceeds Account of the Project Fund, the Bond Fund (including the Capitalized Interest Account therein) and the Collateral Fund, including earnings on Permitted Investments therein, will be sufficient at all times to pay the principal of and interest on the Bonds as and when they become due to the

Mandatory Tender Date. On each date on which principal of or interest on the Bonds is due, the Trustee shall transfer a sufficient amount of funds from the Collateral Fund for deposit to the Bond Fund to enable the Trustee to make such payments as and when due. Disbursements of original issue premium in the Proceeds Account of the Project Fund will also be subject to the prior deposit of a Collateral Payments or other Preference Proof Moneys into the Collateral Fund.
With respect to disbursements in connection with a Collateral Payment by the Bridge Lender or the Lender, each disbursement from the Proceeds Account of the Project Fund shall be made in accordance with the respective written direction of the Bridge Lender or the Lender, as applicable. Upon approval of a Requisition by the Issuer Servicer in substantially the form attached as Exhibit B hereto (each an “Approved Advance”), the Bridge Lender or the Lender, as applicable, shall deliver to the Trustee a Collateral Payment equal to the Approved Advance for deposit to the Collateral Fund, together with the Requisition signed by the Borrower and the Issuer Servicer requesting a disbursement from specified accounts in the Project Fund in an aggregate amount equal to the Approved Advance, subject to allocation and reallocation, in accordance with Section 4.08 of this Indenture. In the event that for any reason the Trustee is not prepared to promptly disburse funds from the Proceeds Account of the Project Fund, the Trustee (i) shall not deposit the Collateral Payment in the Collateral Fund, (ii) shall so inform the Lender or Bridge Lender, as applicable, and the Borrower and (iii) shall return such deposit to the Lender or Bridge Lender, as applicable.
Upon satisfaction of the conditions precedent set forth in this Section 6.02, and notwithstanding anything in the Bond Documents to the contrary, once the Trustee deposits a Collateral Payment, the Trustee is irrevocably and unconditionally obligated to disburse an equal amount of moneys from the Proceeds Account of the Project Fund in accordance with approved Requisitions.
With regard to Collateral Payments, all disbursements from the Proceeds Account of the Project Fund will be made by the Trustee to the Borrower or other party entitled to payment, as directed by the Borrower pursuant to the Requisition, or shall be transferred to the Bond Fund.
The Trustee and the Issuer shall not in any event be responsible or liable to any person (other than the Borrower, but only in the case of the Trustee and only in the event of a failure by the Trustee to make authorized disbursements following written request for disbursements in accordance with this Indenture, when such failure is within the Trustee’s control, and after notice of such failure and a 3-day opportunity to cure such failure) for the disbursement of, or failure to disburse, moneys from the Project Fund, or any part thereof, and no contractor, subcontractor or material or equipment supplier shall have any right or claim against the Trustee or the Issuer under this Indenture.
The Borrower covenants in the Bond Loan Agreement that at least 95% of the proceeds of the Bonds, paid directly from the Proceeds Account of the Project Fund shall be used or deemed used exclusively to pay Costs of the Development that (i) are (A) capital expenditures (as defined in Section 1.150 1(a) of the Code’s regulations) and (B) not made for the acquisition of existing property, to the extent prohibited in Section 147(d) of the Code, and (ii) are made exclusively with respect to a “qualified residential rental project” within the meaning of Section 142(d) of the Code and that for the greatest number of buildings the proceeds of the Bonds shall be deemed allocated

on a pro rata basis to each building in the Development and the land on which it is located so that each building and the land on which it is located will have been financed fifty percent (50%) or more by the proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code; provided, however, neither the Trustee nor the Issuer shall have any obligation to enforce this covenant nor shall they incur any liability to any Person, including without limitation, the Borrower, the General Partner, any other affiliate of the Borrower or the Holders of the Bonds for any failure to meet the intent expressed in the foregoing representation, covenant and warranty.
Section 6.03. Trustee May Rely on Requisitions and Certifications.
In making any such disbursement from the Project Fund, the Trustee may rely on any Requisition delivered to it pursuant to Section 6.02 hereof, and the Trustee shall be relieved of all liability with respect to making such payments in accordance with any such Requisition.
Section 6.04. Completion of Development.
The completion of the Development and the payment of all costs and expenses incident thereto shall be evidenced for the Development by the filing with the Issuer and the Trustee of
(a) the Completion Certificate and (b) a certificate signed by the Borrower Representative stating that all obligations and Costs of the Development, have been paid and discharged except for Costs of the Development not then due and payable or then in dispute as provided in the Bond Loan Agreement. Additionally, the Borrower has agreed pursuant to Section 3.06 of the Bond Loan Agreement that in the event that there are insufficient moneys available in the Project Fund to pay the Costs of the Development, the Borrower will complete the Development and pay the portion of the Costs of the Development in excess of the moneys available therefor in the Project Fund.

ARTICLE VII INVESTMENT OF FUNDS AND ACCOUNTS
Section 7.01. Investment.
Subject to the provisions of Section 4.08 hereof, amounts on deposit in the Proceeds Account of the Project Fund, the Collateral Fund and the Bond Fund shall be invested at all times in Permitted Investments.
On the Closing Date, the Trustee is hereby directed to purchase Permitted Investments with respect to the investment of certain amounts on deposit in the Proceeds Account of the Project Fund (except for amounts to be disbursed on the Closing Date in accordance with an approved Requisition), the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein), the principal and interest of which will be sufficient to pay principal and interest on the Bonds when due up to and on the Mandatory Tender Date. Such investment instructions to the Trustee shall be detailed in the closing memorandum prepared by the Underwriter and signed by the Borrower. All interest earned from the foregoing investments shall be deposited in the Bond Fund. In the event that any investments in the Proceeds Account of the Project Fund, the Bond Fund, or the Collateral Fund must be liquidated prior to the Mandatory Tender Date, such investments shall be liquidated under the Indenture.

Any Permitted Investments in the Collateral Fund, the Proceeds Account of the Project Fund, or Bond Fund maturing before the Mandatory Tender Date that are not used to redeem bonds shall be reinvested as directed in writing by the Borrower in Permitted Investments under clause (i), (ii) or (iii) of the definition of Permitted Investments and in the absence of such direction shall be invested as specified in clause (iii).
After the Mandatory Tender Date, if the Bonds remain outstanding, the Trustee shall purchase Permitted Investments at the written direction of the Borrower, the principal and interest of which, along with amounts on deposit in the Capitalized Interest Account, if any, will be sufficient to pay principal and interest on the earlier of the subsequently established Mandatory Tender Date or the Maturity Date.
Any investment hereunder shall comply with Section 148 of the Code. The Trustee may not sell any investment at a loss, unless being sold pursuant to Section 3.01(c), Section 7.03 or in connection with an acceleration as set forth in Section 10.01 hereof.
The investments described in each of the above paragraphs shall be made by the Trustee pursuant to the direction provided hereby and in accordance with the written direction of the Borrower to be provided on the Closing Date, which shall remain in effect until further written direction is provided by the Borrower. After the Closing Date, the Trustee shall purchase, sell or exchange Permitted Investments at the written direction of the Borrower pursuant to a Cash Flow Projection delivered to the Trustee by or on behalf of the Borrower, with written confirmation that such Cash Flow Projection has been provided to the Rating Agency. In the absence of investment instructions from the Borrower, the Trustee shall invest the moneys held in the Proceeds Account of the Project Fund, Bond Fund or Collateral Fund in the money market fund described in clause
(iii) of the definition of Permitted Investments.
Amounts, if any, on deposit in the Costs of Issuance Fund, until disbursed or returned to the Borrower pursuant to Section 4.04(c) hereof, shall be invested in Permitted Investments at the written direction of the Borrower. The Expense Fund shall be invested in Permitted Investments at the written direction of the Borrower. In the absence of investment instructions from the Borrower, the Trustee shall not be responsible or liable for keeping the moneys held in the Costs of Issuance Fund or the Expense Fund hereunder fully invested in Permitted Investments. The Trustee may conclusively rely upon the Borrower’s written instructions as to both the suitability and legality of the directed investments.
Section 7.02. Investment of Rebate Fund.
Any moneys held as part of the Rebate Fund, and not immediately required for the purposes of the Rebate Fund, shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative, in Government Obligations or in any money market or short-term investment fund investing in or consisting primarily of and secured by Government Obligations, including any such fund maintained by the Trustee or an affiliate thereof having maturities consistent with the need for funds as estimated by the Borrower. In the absence of investment instructions from the Borrower Representative, the Trustee shall not be responsible or liable for keeping the moneys held as part of the Rebate Fund fully invested in Government Obligations or

in any money market or short-term investment fund investing in or consisting primarily of and secured by Government Obligations.
Section 7.03. Accounting for Termination of Investments; No Arbitrage.
Subject to Section 7.01 herein, in the event the moneys in the Collateral Fund have been invested in Permitted Investments and the Permitted Investment at any time and for any reason fails to satisfy the requirements of Section 7.01 hereof, the Trustee shall, at the written direction of the Borrower and with the written approval of the Rating Agency, terminate any such investment, and the proceeds of such termination, shall be credited to the Collateral Fund.
Except as otherwise provided in Section 7.01 hereof, all investment earnings on moneys or any investment held in any fund or account created hereunder (other than the Rebate Fund, which shall be credited to the Rebate Fund) shall be credited to the fund or account in which such invested funds are deposited.
If the Issuer is of the opinion, upon receipt of advice of Bond Counsel, that it is necessary to restrict or limit the yield on the investment of any moneys, securities or other obligations paid to or held by the Trustee hereunder in order to comply with the provisions of the Documents intended to prevent any Bonds from being considered “arbitrage bonds” within the meaning of Section 148 of the Code, an authorized officer of the Issuer may give written notice to the Trustee and the Borrower to such effect (together with appropriate written instructions), in which event the Trustee will take such action as is set forth in such written instructions to restrict or limit the yield on such investment so as to comply with Section 148 of the Code.
Section 7.04. Trustee’s Own Bond or Investment Department.
The Trustee may make any and all investments permitted under Section 7.01 hereof through its own bond or investment department or that of any affiliate and may charge its ordinary and customary fees for such trades, including cash sweep account fees. Although the Issuer and the Borrower each recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Issuer and the Borrower hereby agree that confirmations of Permitted Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account hereunder if no activity occurred in such fund or account during such month. The Trustee shall provide such information as it possesses and the Rating Agency and the Borrower may reasonably request in writing to enable the Rating Agency to maintain its rating on the Bonds.
Section 7.05. Moneys to be Held in Trust.
Subject to Section 4.07 hereof, all moneys required to be deposited with or paid to the Trustee for account of the Collateral Fund, the Bond Fund or the Proceeds Account of the Project Fund under any provision of this Indenture shall be held by the Trustee in trust, and shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien and claim created by this Indenture. The Trustee, acting in its capacity as Trustee and not as sponsor, advisor or manager in connection with any investments hereunder, shall not be liable for any loss arising from investments made in accordance with this Indenture, or for any loss resulting from the

redemption or sale of any such investments prior to its stated maturity or the failure of the Issuer or the Borrower to provide timely written investment direction as provided in this Indenture.

ARTICLE VIII GENERAL COVENANTS
Section 8.01. Payment of Bonds.
Each and every covenant made in this Indenture, including all covenants made in the several sections of this Article, is predicated upon the condition that any obligation for the payment of money incurred by the Issuer shall be payable solely (a) from Revenues, which are specifically assigned to secure the payment of the Bonds in the manner and to the extent specified in this Indenture, (b) from the moneys held in the funds and accounts created under this Indenture, except for amounts held in the Rebate Fund, the Costs of Issuance Fund (other than amounts on deposit in the Costs of Issuance Fund derived from proceeds of the Bonds) and the Expense Fund, and
(c) from any other moneys held pursuant to the Trust Estate. Nothing in the Bonds or in this Indenture shall be construed as pledging any other funds or assets of the Issuer.
The Issuer covenants that it will cause to be paid, as provided herein, the principal of and interest on the Bonds from the Trust Estate at the place, on the date and in the manner provided herein and in the Bonds.
The Revenues due under the Note are to be remitted by the Borrower directly to the Trustee for the account of the Issuer and constitute a part of the Trust Estate and are subject to the lien and claim created by this Indenture. The moneys held by the Trustee in the Bond Fund (including the Capitalized Interest Account therein) and the Collateral Fund shall be used to make timely payment of the principal of and interest on the Bonds. Such amounts are to be sufficient in amount at all times to pay the principal of and interest on the Bonds to the Mandatory Tender Date or the Maturity Date, as applicable. The entire amount of Revenues and the entire amount of moneys held in the Bond Fund (including the Capitalized Interest Account therein) and the Collateral Fund are assigned to secure the payment of the principal of and interest on the Bonds.
Section 8.02. Performance of Covenants.
The Issuer covenants that it will faithfully perform at all times any and all applicable covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto, subject, however to the limitations set forth in Section 2.09 hereof. The Issuer covenants that it is duly authorized under the laws of the State to issue the Bonds, to enter into this Indenture and the Bond Loan Agreement and to assign the Revenues, and that, upon issuance, authentication, and delivery, the Bonds are and will be valid and enforceable revenue obligations of the Issuer according to the import thereof.

Section 8.03. Maintenance of Existence; Compliance with Laws.
The Issuer will (i) maintain its corporate existence or assure the assumption of its obligations under this Indenture by any public body succeeding to its powers under the Act, and
(ii) comply with all valid material acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to this Indenture and the Bond Loan Agreement.
Section 8.04. Enforcement of Borrower’s Obligations.
So long as any of the Bonds are Outstanding, the Issuer will cooperate with the Trustee in enforcing the obligations of the Borrower to pay, or cause to be paid, all the payments and other costs and charges payable pursuant to the Bond Loan Agreement and the Note. Nothing contained in this Section or in any other Section of this Indenture shall be deemed to modify the provisions of the Act and Section 2.09 hereof or require that the Issuer expend any of its own funds or assets to enforce the obligations of the Borrower under the Documents.
Section 8.05. Further Assurances, Instruments and Actions.
The Issuer will from time to time execute and deliver such further instruments, conveyances, assignments and transfers and take such further actions as may be reasonable and as may be required to better assure, convey, grant, assign or confirm the Trust Estate and all other rights, revenues or funds pledged, assigned or intended to be so pledged or assigned hereunder for the benefit of the owners of the Bonds; provided, however, that no such instruments or actions shall pledge the credit or taxing power of the State, the Issuer or any other political subdivision of the State, or create or give rise to any monetary obligation or liability of the Issuer. The Issuer has no taxing power.
Section 8.06. Priority of Pledge.
The Issuer covenants and agrees that it will not create any lien or claim upon the Revenues other than the liens and claims hereby created. Except for the assignment to the Trustee, the Issuer will not sell, lease or otherwise dispose of or encumber any of the Revenues, and will cooperate in causing to be discharged or satisfied any lien or charge on any part of the Trust Estate.
Section 8.07. Books and Documents Open to Inspection.
Each of the Issuer and the Trustee each hereby covenants and agrees that all books and documents in its possession relating to the Bonds, the Development, and the moneys, revenues and receipts derived from the Development, if any, that shall at any time be in its possession, shall, within a reasonable time of a written request to the Trustee or the Issuer, as applicable, be open to inspection during the Trustee’s or Issuer’s regular business hours by such accountants or other agents as the Issuer, the Trustee or the Borrower may from time to time designate.

Section 8.08. Borrower to Indemnify and Hold the Issuer and Trustee Harmless from Liability.
The Borrower has agreed to indemnify and hold the Issuer Indemnified Parties and the Trustee Indemnified Parties harmless from and against liability arising out of claims as defined and as provided in Sections 6.02 and 7.04 of the Bond Loan Agreement.
Section 8.09. Tax-Exempt Status of Bonds.
The Issuer and the Trustee (to the extent either exercises investment discretion) each agrees that it will not (a) take any action, (b) fail to take any action, or (c) make any use of the Development or the proceeds of the Bonds, which would cause the interest on any of the Bonds to be or become includible in the gross income of the owners thereof for federal income tax purposes (except for minimum or preference tax purposes or other indirect taxation). In connection with the foregoing, the Issuer covenants to comply with the provisions of the Arbitrage Certificate and the Arbitrage Rebate Agreement.

ARTICLE IX DISCHARGE
Section 9.01. Discharge of Lien.
If and when the Bonds secured hereby shall become due and payable in accordance with their terms as provided in this Indenture, or otherwise, and the whole amount of the principal and the interest so due and payable upon all of the Bonds, together with all other amounts payable hereunder by the Issuer and all fees and expenses of the Trustee and the Issuer, shall be paid, or provision shall have been made for the payment of the same, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Issuer to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon request of the Borrower, the Trustee shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, any surplus in the Collateral Fund and all balances remaining in any other fund created under this Indenture and shall assign and transfer to the Borrower all other property then held by the Trustee under this Indenture and shall execute such documents as may be reasonably required by the Borrower.
If and when the Trustee shall hold sufficient moneys hereunder, as verified to the Trustee in writing by an Independent public accounting firm of national reputation or other firm similarly experienced in performing such computations, to provide for payment of the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all the Bonds, together with all other amounts (exclusive of amounts in the Rebate Fund or the Expense Fund) payable or which may thereafter become payable hereunder by the Issuer, notwithstanding that all the Bonds have not yet become due and payable and that consequently the right, title and interest of the Trustee in and to the Trust Estate shall not have ceased, terminated and become void pursuant to the foregoing provisions of this Section 9.01, the Trustee, on demand of the Borrower, shall deposit with the Borrower, so long as there shall have occurred no Event of Default which is

uncured and continuing, or to such person, body or authority as may be entitled to receive the same, any surplus in the Collateral Fund in excess of the amount sufficient to pay the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all Bonds together with all other amounts payable or which may thereafter become payable hereunder by the Issuer or the Borrower.
All Outstanding Bonds shall, prior to the maturity thereof, be deemed to have been paid within the meaning and with the effect expressed above if (a) there shall have been deposited with the Trustee (as verified to the Trustee in writing by an Independent public accounting firm of national reputation or other firm similarly experienced in performing such computations) either
(i) moneys in an amount which shall be sufficient, or (ii) Government Obligations which are not subject to redemption prior to maturity, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal and interest due and to become due on such Bonds on the Maturity Date or Mandatory Tender Date, as applicable, and (b) the Borrower shall have given the Trustee, in form satisfactory to it irrevocable instructions to give, as soon as practicable, a notice to the Holders of such Bonds and the Rating Agency that the deposit required by (a) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section and stating such maturity upon which moneys are to be available for the payment of the principal and interest on such Bonds.
Neither the securities nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal and interest, on such Bonds; provided that any cash received from such principal or interest payments on such securities deposited with the Trustee, if not then needed for such purpose, may be reinvested in Permitted Investments (including any short term investment fund rated “Aaa-mf” by the Rating Agency (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category) and secured by and investing solely in Government Obligations) maturing at times and in amounts sufficient to pay when due the principal and interest to become due on such Bonds on and prior to such maturity dates thereof, as the case may be, and interest earned from such reinvestment shall be deposited into the Bond Fund.
The release of the obligations of the Issuer under this Section 9.01 shall be without prejudice to the right of the Trustee provided in Section 11.04 hereof to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements, including those of its attorneys, agents and employees, and shall not affect the obligations of the Borrower to make the payments required by the Bond Loan Agreement or the Note.
Notwithstanding anything herein to the contrary, the purchase of Government Obligations in accordance with Section 7.01 hereof, together with the Capitalized Interest Deposit, if any, shall not cause a discharge of the Indenture under this Section 9.01.

ARTICLE X DEFAULTS AND REMEDIES
Section 10.01. Events of Default and Acceleration.
If any of the following events occur, it is hereby defined as and declared to be and constitute an “Event of Default”:
any interest on any Bond is not paid on the date on which the same becomes due;
or
the principal of any Bond is not paid on the date on which the same becomes due,
whether at the stated maturity thereof, by acceleration or otherwise; or
an Event of Default occurs under the Bond Loan Agreement; or
the Issuer fails to duly and promptly perform, comply with, or observe any covenant, condition, agreement or provision (other than as specified in (a) or (b) of this Section 10.01) contained in the Bonds or in this Indenture on the part of the Issuer to be performed, and such failure shall continue for a period of 90 days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer, the Borrower and the Investor Limited Partner by the Trustee, which notice may be given by the Trustee in its discretion and shall be given at the written request of the Holders of not less than 100% in principal amount of the Bonds then Outstanding; provided, however, that if such default be such that it is correctable but cannot be corrected within 90 days, it shall not be an Event of Default if the Issuer, the Borrower or the Investor Limited Partner is taking appropriate corrective action to cure such failure and if such failure will not impair the security for the Loan or the Bonds.
If any Loan payment required under the Bond Loan Agreement to avoid a default under
(a) or (b) of this Section shall not have been received at the close of business on the last business day preceding the day on which payment must be made to avoid a default under such (a) or (b), the Trustee shall use its best efforts to give telephonic notice of such default to the Borrower and the Investor Limited Partner of Borrower, which telephonic notice shall be confirmed by written notice to the Borrower and the Investor Limited Partner. If any other default shall occur under the provisions of this Section, the Trustee shall, within five days after having actual knowledge of such default, use its best efforts to give written notice of such default to the Issuer, the Borrower, the Investor Limited Partner, the Holders of the Bonds and the Rating Agency. A default or an Event of Default specified in (a) through (d) above shall occur even though the Trustee fails to give the notice required by this paragraph, the giving of such notice being intended solely to aid in the enforcement of the rights of Bondholders and not in limitation of such rights.
If an Event of Default specified in (a) or (b) of this Section 10.01 shall occur and be continuing, the Trustee, may, and upon written request of the Holders of not less than 51% in aggregate principal amount of the Bonds then Outstanding shall, declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Borrower and the Rating Agency, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of

payment provided in such notice, anything in this Indenture or in the Bonds to the contrary notwithstanding.
If an Event of Default specified in (c) or (d) of this Section 10.01 shall occur and be continuing, the Trustee, upon written request of the Holders of not less than 100% in aggregate principal amount of the Bonds then Outstanding, shall declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Borrower and the Rating Agency, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in this Indenture or in the Bonds to the contrary notwithstanding.
The Investor Limited Partner shall be entitled (but not obligated) to cure any Event of Default hereunder within the time frame provided to the Borrower hereunder. The Issuer and the Trustee agree that a cure of any default or Event of Default made or tendered by the Investor Limited Partner shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower.
Section 10.02. Trustee to Enforce Rights of the Issuer.
Only in accordance with the provisions of this Indenture, the Trustee, as the assignee of all the right, title and interest of the Issuer in and to each of the documents constituting a part of the Trust Estate (except the Unassigned Rights of the Issuer), may enforce the rights granted to the Issuer pursuant to such documents. In the enforcement of any rights or remedies under such documents, no provision of such documents shall require, and none shall be construed to require, that the Trustee post a bond or establish any surety of any kind as a condition precedent to exercising any such rights or remedies.
Section 10.03. Remedies.
Upon the happening of any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written request of the Holders of not less than 51% in principal amount of the Bonds then Outstanding and receipt of satisfactory indemnity, shall:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer or the Borrower to carry out any agreements with or for the benefit of the Bondholders and to perform its or their duties under the Act and the Documents including, but not limited to, foreclosing upon the security interest in or otherwise using funds on deposit in the Collateral Fund;
bring suit upon the Bonds; or
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders.
Notwithstanding anything contained herein to the contrary, upon the occurrence and continuance of an Event of Default, before taking any action which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement relating to the environment, the Trustee may require that a satisfactory indemnity bond, indemnity or

environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such action. For purposes of the forgoing, the term “environmental law” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment or governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto. The term “Hazardous Substances” shall mean any chemical, substance or material classified or designated as hazardous, toxic or radioactive, or other similar term, and now or hereafter regulated under any Environmental Law, including without limitation, asbestos, petroleum and hydrocarbon products. The Trustee shall not be required to take any foreclosure action if the approval of a government regulator shall be a condition precedent to taking such action, and such approval cannot be obtained.
Section 10.04. Termination of Proceedings.
In case any proceeding taken by the Trustee on account of any default or Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case, the Issuer, the Trustee, the Bondholders, and the Borrower shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.
Section 10.05. Right of Bondholders to Direct Proceedings.
No Holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or any other remedy hereunder or on the Bonds, unless such Holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided and unless also the Holders of not less than 51% in principal amount of the Bonds then outstanding shall have made written request of the Trustee to do so, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been offered to the Trustee security and satisfactory indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, to be conditions precedent to the execution of the trusts of this Indenture or for any other remedy hereunder; it being understood and intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner whatever by its or their action to affect, disturb or prejudice the security of this Indenture, or to enforce any right hereunder or under the Bonds, except in the manner herein provided and for the equal benefit of all Holders of Outstanding Bonds. For purposes of the foregoing sentence, the Trustee shall be deemed to have failed to act within a reasonable time if it fails to take action within 60 days after receipt of written notice and compliance with the foregoing terms and conditions, whereupon, the Holders of 51% aggregate principal amount of the Bonds

may take such action in the place of the Trustee. Nothing contained in this Indenture shall, however, affect or impair the right of any Holder of Bonds to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest, on each of the Bonds issued hereunder to the respective Holders of the Bonds at the time, place, from the source and in the manner herein and in such Bonds expressed.
Section 10.06. Remedies Vested in Trustee.
All rights of action under this Indenture or under any of the Bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the equal and ratable benefit of the Holders of the Bonds, subject to the provisions of this Indenture.
Section 10.07. Remedies Non Exclusive and Cumulative.
No remedy herein conferred upon or reserved to the Trustee or to the Holders of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
Section 10.08. Delays or Omissions by Trustee.
No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or any acquiescence therein; and every power and remedy given by this Article X to the Trustee and to the Holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient.
Section 10.09. Application of Moneys.
All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article X shall, after payment of all fees, costs and expenses of the Trustee, and the payment of all fees, costs and expenses of the Issuer, be deposited in the Collateral Fund and all moneys so deposited in the Collateral Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which have matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default, which moneys shall continue to be held for such payments) shall be applied as follows:
First - To the payment to the persons entitled thereto of all installments of interest then due on the Bonds, in the direct order of the maturity of the installments of such interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege;
Second - To the payment to the persons entitled thereto of the unpaid principal, on any of the Bonds, which shall have become due (other than Bonds which have matured or otherwise

become payable prior to such Event of Default and moneys for the payment of which are held in the Collateral Fund or otherwise held by the Trustee), with interest on such principal from the respective dates upon which the same became due and, if the amount available shall not be sufficient to pay in full the amount of principal, and the interest due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto, without any discrimination or privilege; and
Third - To be held for the payment to the persons entitled thereto as the same shall become due of the principal of and interest on the Bonds which may thereafter become due either at maturity or upon call for redemption prior to maturity and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment shall be made ratably according to the amount of principal due on such date to the persons entitled thereto without any discrimination or privilege; and
Fourth - The remainder, if any, shall be deposited in the Collateral Fund.
Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts or principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.
Section 10.10. Severability of Remedies.
It is the purpose and intention of this Article to provide rights and remedies to the Trustee and Bondholders which may be lawfully granted under the provisions of the Act, but should any right or remedy herein granted be held to be unlawful, the Trustee and the Bondholders shall be entitled, as above set forth, to every other right and remedy provided in this Indenture and by law.
Section 10.11. No Interference or Impairment of Lender Loans.
Notwithstanding anything herein to the contrary, none of the Issuer, the Trustee nor any other person shall:
initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Lender Loans; or
interfere with or attempt to interfere with or influence the exercise by the Lender of any of its rights under the Lender Loans, including, without limitation, the Lender remedial rights under the Lender Loans upon the occurrence of an event of default by the Borrower under the Lender Loans.

The foregoing prohibitions and limitations shall not be construed to affect the Unassigned Rights of the Issuer or to limit the rights of the Issuer to enforce its rights against the Borrower under the indemnification provisions of this Indenture so long as it does not violate HUD Program Obligations (as defined in the HUD Regulatory Agreements).
Notwithstanding anything in this Indenture to the contrary, any right of the Issuer or the Trustee to take any action at law or in equity to enforce the obligations, covenants and agreements of the Borrower under this Indenture which includes any claim for indemnification, damages or any other monetary obligation sought to be enforced shall be subject and subordinate in all respects to the repayment in full of all amounts due under the Lender Loan Documents.
No subsequent owner of the Development shall be liable or obligated for the breach or default of any obligation of any prior Borrower unless specifically assumed in writing by a subsequent Borrower, including, but not limited to, any payment or indemnification obligation. Such obligations shall be personal to the person who was the Borrower at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned by the default or breach even after such person ceases to be the Borrower with regards the Development.
Promptly upon determining that an Event of Default under this Indenture has occurred, the Issuer or the Trustee shall, by notice in writing to the Lender, inform the Lender that such Event of Default has occurred, the nature of such Event of Default and that such Event of Default has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; notwithstanding the occurrence of such Event of Default, neither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Lender Loans or to foreclose on the Lender Mortgages.

ARTICLE XI CONCERNING THE TRUSTEE
Section 11.01. Acceptance of Trusts.
The Trustee hereby accepts the trusts hereby created, but only upon the additional terms set forth in this Article, to all of which the Issuer agrees and the respective Holders of the Bonds agree upon and by their acceptance of delivery of any of the Bonds. The Trustee, prior to the occurrence of an event of default and after the curing of all events of default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations should be read into this Indenture against the Trustee. If any event of default under this Indenture shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care as a prudent person would exercise or use in the circumstances in the conduct of such prudent person’s own affairs.

Section 11.02. Trustee Not Responsible for Recitals, Statements and Representations.
Except as otherwise expressly provided herein, any representations or warranties by the Issuer in this Indenture or in the Bonds contained shall be taken and construed as made by and on the part of the Issuer, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.
Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any Official Statement or other disclosure material distributed with respect to the Bonds, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds.
The Trustee shall not be responsible or accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.
Section 11.03. Action by Trustee Through and in Reliance Upon Others.
The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees. The Trustee shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder, and the written advice or opinion of such counsel shall be full and complete authorization and protection for any action taken or omitted by it in good faith and in accordance with such advice or opinion. The Trustee may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may be reasonably employed in connection with the trusts hereof. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatever in connection with the trust, except only for negligence or willful misconduct with respect to its responsibilities hereunder.
Except for fraud and willful misconduct, no personal recourse may be taken, directly or indirectly, against any officer, director, employee or agent of the Trustee with respect to the obligations of the Trustee under this Indenture or any certificate or other writing delivered in connection therewith. The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties and functions under this Indenture shall extend to the Trustee’s officers, directors, agents and employees.
The Trustee’s immunities and protections from liability and its right to payment of compensation and indemnification in connection with performance of its duties and functions under this Indenture shall survive the Trustee’s resignation or removal and the final payment of the Bonds.
Section 11.04. Fees and Expenses of Trustee.
The Trustee shall be entitled to payment and/or reimbursement of such fees as the Trustee and the Borrower shall agree upon, to payment and/or reimbursement of reasonable fees, for its services rendered hereunder and as Dissemination Agent, and all advances, counsel fees and other

expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. For so long as the Bonds are outstanding hereunder, in no event will monies on deposit in the Proceeds Account of the Project Fund, the Collateral Fund, and the Bond Fund (including the Capitalized Interest Account therein) be used for the payment and/or reimbursement of such Trustee fees.
Section 11.05. Trustee’s Obligations to Take or Have Notice of Default.
The Trustee shall not be required to take notice, or to be deemed to have notice, of any default under this Indenture other than an Event of Default under Section 10.01(a) or Section 10.01(b) hereof, unless a Responsible Officer of the Trustee is specifically notified in writing of such default by the Issuer or by the Holders of not less than 25% in aggregate principal amount of the Bonds then Outstanding. The Trustee may, however, at any time, require of the Issuer information and advice as to the performance of any of the covenants, conditions and agreements contained herein.
Section 11.06. Duties of Trustee.
If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
Except during the continuance of an Event of Default,
The Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, except as otherwise stated herein, the Trustee shall examine those certificates and opinions to determine whether they conform to the requirements of the Indenture.
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
This paragraph does not limit the effect of paragraph (b) of this Section or Section 11.03 hereof,
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts,

The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it in accordance with this Indenture, and
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense, but the Trustee shall not require indemnity as a condition to making any payments on the Bonds, or declaring the principal of and interest on the Bonds to be due immediately hereunder.
The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the defeasance or discharge of this Indenture and final payment of the Bonds.
Except as otherwise provided in this Article, the Trustee shall be under no obligation to take any action in respect of any default or otherwise, or toward the execution or enforcement of any of the trusts hereby created, or to institute, appear in or defend any suit or other proceeding in connection therewith, unless requested in writing so to do by the Holders of not less than 51% in aggregate principal amount of the Bonds then Outstanding, and if in its opinion such action may tend to involve it in expense or liability, unless furnished, from time to time as often as it may require, with security and satisfactory indemnity. The foregoing provisions are intended only for the protection of the Trustee, and shall not affect any discretion or power given by any provision of this Indenture to the Trustee to take action in respect of any default without such written notice or request from the Bondholders, or without such security or indemnity.
The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct as described in Section 11.06(c) above.
Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder.
The Trustee may conclusively rely upon and shall be fully protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram, requisition, direction, opinion or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of the Bonds shall be conclusive and binding upon all future owners of the same Bonds and upon Bonds issued in exchange therefor or

in place thereof. The Trustee shall have the right to accept and act upon directions or instructions given pursuant to this Indenture or any other document reasonably relating to the Bonds and delivered using Electronic Means (as defined below); provided, however, that the Issuer or the Borrower, as the case may be, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such directions or instructions (each an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or the Borrower elects to give the Trustee directions or instructions using Electronic Means and the Trustee in its discretion elects to act upon such directions or instructions, the Trustee’s understanding of such directions or instructions shall be deemed controlling. The Issuer and the Borrower each understand and agree that the Trustee cannot determine the identity of the actual sender of such directions or instructions and that the Trustee shall conclusively presume that directions or instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Borrower, as the case may be, shall each be responsible for ensuring that only Authorized Officers transmit such directions or instructions to the Trustee and that all Authorized Officers treat applicable user and authorization codes, passwords and/or authentication keys as confidential and with extreme care. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such directions or instructions notwithstanding such directions or instructions conflict or are inconsistent with a subsequent written direction or written instruction. Each of the Issuer and the Borrower agrees:
to assume all risks arising out of the use of Electronic Means by the Borrower to submit directions or instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized directions or instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions or instructions to the Trustee and that there may be more secure methods of transmitting directions or instructions; (iii) that the security procedures (if any) to be followed in connection with its transmission of directions or instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
The Trustee shall have no duty to review or analyze any financial statements provided to it by the Borrower pursuant to the Bond Loan Agreement and shall hold such financial statements solely as a repository for the benefit of the Bondholders; the Trustee shall not be deemed to have notice of any information contained therein or event of default which may be disclosed therein in any manner. The Trustee does not have a duty to verify the accuracy of such statements.
All of the provisions of this Indenture related to the duties, obligations, standard of care, protections and immunities from liability afforded the Trustee under the Indenture shall apply to the Trustee in the performance of its duties and obligations, if any, under any of the Bond Documents, Lender Loan Documents or other related documents or instruments.

The Trustee’s immunities and protections from liability and its right to payment of compensation and indemnification in connection with performance of its duties and functions under this Indenture shall survive the Trustee’s resignation or removal and the final payment of the Bonds.
Section 11.07. Trustee May Make Advances to Effect Performance.
If the Issuer shall fail to perform any of the covenants or agreements contained in this Indenture other than the covenants or agreements in respect of the payment of the principal of and interest on the Bonds, the Trustee may, in its absolute discretion and without notice to the Bondholders, at any time and from time to time, make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation so to do; and any and all moneys paid or advanced by the Trustee for any such purposes, together with interest thereon at the rate equal to 8%, shall be reimbursed by the Borrower upon demand by the Trustee; but no such advance shall operate to relieve the Issuer from any default hereunder.
Section 11.08. Trustee May Rely Upon Instruments.
The Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any indenture, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board, body or person or to have been prepared and furnished pursuant to any of the provisions of the Indenture or the Documents, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements, and shall be protected and shall incur no liability in acting or proceeding in good faith in reliance thereon. The Trustee shall not be bound to recognize any person as a Holder of any Bond or to take any action at his request unless such Bond shall be deposited with the Trustee or satisfactory evidence of the ownership of such Bond shall be furnished to the Trustee.
Section 11.09. Trustee May Own and Deal in Bonds and Deal With the Issuer and Borrower.
The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued hereunder and secured by this Indenture, and may join in any action which any Bondholder may be entitled to take with like effect as if the Trustee were not a party to this Indenture. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer or the Borrower or any related entity, and may act as depository, trustee, or agent for any committee or body of Holders of the Bonds secured hereby or other obligations of the Issuer as freely as if it were not Trustee hereunder.
Section 11.10. Financial Liability of the Trustee.
No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur or risk any financial liability in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Except as may otherwise be provided in this Indenture, the Trustee will have the right to demand, in respect to the authentication of any Bonds or the release of any property, any showings, certificates, opinions (including Opinions of Counsel), appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof or of the Bond Loan Agreement required as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Issuer or the Borrower to the authentication of any Bonds, or the release of any property.
Section 11.11. Trustee May Construe Ambiguous or Inconsistent Provisions.
The Trustee may construe any of the provisions of the Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Bondholders.
Section 11.12. Resignation of Trustee.
The Trustee may at any time resign and be discharged of the duties and obligations created by this Indenture by giving not less than 60 days written notice to the Issuer and the Rating Agency specifying the date when such resignation shall take effect and such resignation shall take effect upon the day specified in such notice unless previously a successor shall have been appointed, in which event such resignation shall take effect immediately on the appointment of such successor, provided that such resignation shall not take effect unless and until a successor shall have been appointed.
Section 11.13. Removal of Trustee.
The Trustee shall be removed by the Issuer or by the Holders of a majority in aggregate principal amount of the Bonds then Outstanding or their attorney in fact duly authorized (with the consent of the Issuer), excluding any Bonds held by or for the account of the Issuer, if so requested by an instrument or concurrent instruments in writing giving not less than 60 days written notice, filed with the Trustee and the Issuer. The Issuer may also remove the Trustee at any time, except during the existence of any Event of Default as defined in Section 10.01 hereof, for cause or breach of trust or for acting or proceeding in violation of, or failing to act or proceed in accordance with any provision of this Indenture with respect to the duties and obligations of the Trustee by filing with the Trustee an instrument signed by an authorized officer of the Issuer. A copy of each such instrument providing for any such removal shall be delivered by the Issuer to any Bondholder who shall have filed his name and address with the Issuer, with a copy to the Rating Agency. Such removal of the Trustee in accordance with this Section 11.13 shall not be effective until a successor trustee shall have been appointed.
Section 11.14. Appointment of Successor Trustee.
In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, the Issuer (upon direction of the Borrower) covenants and agrees that it will thereupon appoint a successor Trustee.

If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provision of this Section within 60 days after the Trustee shall have given to the Issuer written notice as provided in Section 11.12 hereof, within 60 days after the Issuer or the Holders shall have given to the Trustee written notice as provided in Section 11.13 hereof, or at any time after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, prescribe and appoint a successor Trustee.
Any Trustee appointed under the provision of this Section 11.14 in succession to the Trustee shall be a bank or trust company or national banking association with trust powers, having a combined capital, surplus and undivided profits of at least $50,000,000 if there be such a bank or trust company or national bank association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Indenture.
Section 11.15. Appointment of Successor Trustee by Court.
In case at any time the Trustee shall resign and no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article prior to the date specified in the notice of resignation as the date when such resignation shall take effect, the retiring Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article within 60 days after a vacancy shall have occurred in the office of Trustee, the Holder of any Bond may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Trustee.
Section 11.16. Acceptance of Trust by Successor Trustee.
Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and the Rating Agency an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without further act, deed or conveyance, shall become duly vested with all the estates, property, rights, powers, trust, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein. Upon request of such Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument transferring to such successor Trustee all the estates, property, rights, powers and trusts hereunder of the Trustee so ceasing to act, and the Trustee so ceasing to act shall pay over to the successor Trustee all moneys and other assets at the time held by it hereunder.
Section 11.17. Merger or Consolidation of Trustee with Another Corporation.
Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, shall be the successor Trustee under this Indenture

without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding.
Section 11.18. Action of Trustee During Existence of an Event of Default.
Notwithstanding any other provisions of this Article, the Trustee shall, during the existence of an Event of Default known to the Trustee, exercise such of the rights and powers vested in it by the Indenture and use the same degree of skill and care in their exercise as a prudent person would use and exercise under the circumstances.
Section 11.19. Notice of an Event of Default.
Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default known to a Responsible Officer of the Trustee, the Trustee shall within 30 days give written notice thereof to the Issuer, to the Rating Agency, and to each Bondholder at its last address appearing upon the registration books of the Issuer kept by the Trustee unless such Event of Default shall have been cured before the giving of such notice.
Section 11.20. Trustee May Intervene.
In any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Holders of the Bonds, the Trustee may intervene on behalf of the Holders of the Bonds and shall, upon receipt of satisfactory indemnity do so if requested in writing by the Holders of not less than 51% in aggregate principal amount of Bonds then Outstanding, if such intervention is permitted by the court having jurisdiction in the premises.
Section 11.21. Unclaimed Moneys.
Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any Bonds which remain unclaimed for a period of one year after the date when such Bonds have become due and payable either (i) at their stated maturity dates, if such moneys were held by the Trustee at such date, or (ii) for a period of one year after the date such moneys were deposited with the Trustee, if such moneys were deposited after the date when all Bonds became due and payable, shall be paid by the Trustee to the State pursuant to Chapter 717, Florida Statutes, and the Trustee shall thereupon be released and discharged. Thereafter, any person having a claim against any such moneys shall look solely to the State for payment of the same pursuant to Chapter 717, Florida Statutes.
Section 11.22. Appointment of Co-Trustee.
It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as a trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Bond Loan Agreement, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any

action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them.
Approval in writing from the Issuer shall be required prior to the appointment of the separate or co-trustee by the Trustee. All such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer at the expense of the Borrower. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law and so approved by the Issuer, shall vest in and be exercised by the Trustee until the appointment of a successor to such separate or co-trustee.
Section 11.23. Financing Statements.
Pursuant to Section 5.05 of the Bond Loan Agreement, the Borrower shall cause to be perfected any security interest created hereunder by the filing of financing statements which fully comply with the State of Florida Uniform Commercial Code. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Bonds which was filed at the time of the issuance thereof that lists the Trustee as secured party, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. Unless the Trustee shall have been notified in writing by the Issuer or a Bondholder that the initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 11.23 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Borrower shall be responsible for the reasonable costs incurred by the Trustee in the preparation and filing of all continuation statements hereunder.
Section 11.24. Requests from Rating Agency.
The Trustee shall promptly respond in writing, or in such other manner as may be reasonably requested, to requests from the Rating Agency for information deemed necessary by the Rating Agency in order to maintain the rating assigned thereby to the Bonds. The Trustee shall

promptly furnish any such requested information in its possession to the Rating Agency and shall, as may be reasonably requested by the Rating Agency, assist in efforts to obtain any necessary information from the Issuer or the Borrower, as applicable.

ARTICLE XII

MODIFICATION OF INDENTURE AND OTHER DOCUMENTS
Section 12.01. Limitation on Amendments to this Indenture.
This Indenture shall not be modified or amended in any respect except as provided in accordance with and subject to the provisions of this Article.
Section 12.02. Amendments to Indenture and Bond Loan Agreement Not Requiring Consent of Bondholders.
the Issuer and the Trustee may, from time to time and at any time, without the consent of Bondholders, enter into agreements supplemental to this Indenture and the Bond Loan Agreement as follows:
to specify and determine any matters and things relative to Bonds which shall not materially adversely affect the interest of the Bondholders;
to cure any formal defect, omission or ambiguity in this Indenture or the Bond Loan Agreement if such action does not materially adversely affect the rights of the Bondholders;
to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Indenture as heretofore in effect;
to add to the covenants and agreements of the Issuer in this Indenture or the Bond Loan Agreement other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Indenture or the Bond Loan Agreement as theretofore in effect;
to add to the limitations and restrictions in this Indenture or the Bond Loan Agreement, other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Indenture or the Bond Loan Agreement as theretofore in effect;
to confirm, as further assurance, any pledge under and the subjection to any claim, lien or pledge created, or to be created by, this Indenture, of the Revenues or of any other moneys, securities or funds; or

to modify, amend or supplement this Indenture or the Bond Loan Agreement in any respect which, in the judgment of the Trustee, is not materially adverse to the interests of the owners of the Bonds.
Before the Issuer shall enter into any agreement supplemental to this Indenture pursuant to this Section, there shall have been filed with the Trustee an opinion of Bond Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms. The opinion of Bond Counsel filed with the Trustee shall also state that the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
The Trustee shall send written notice to the Rating Agency, the Remarketing Agent and the Borrower of any amendment to this Indenture or the Bond Loan Agreement.
Section 12.03. Amendments to Indenture Requiring Consent of Bondholders.
Subject to the terms and provisions contained in this Section and not otherwise, the Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the execution and delivery by the Issuer and the Trustee of any agreement supplemental to this Indenture as shall be deemed necessary or desirable by the Issuer and the Trustee for the purposes of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in this Indenture; provided, however, that, unless approved in writing by the Holders of all of the Bonds then Outstanding, nothing herein contained shall permit, or be construed as permitting, (i) a change in the terms of maturity of the principal of or the interest on any Outstanding Bond, or a reduction in the principal amount of any Outstanding Bond or the rate of interest thereon, or (ii) the creation of a claim or lien upon, or a pledge or assignment of, the Trust Estate ranking prior to or on a parity with the claim, lien, assignment or pledge created by this Indenture, or the release of the Trust Estate or any part thereof (except to the extent permitted pursuant to the Documents), or (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for any action or consent by Bondholders set forth in this Indenture, including (without limitation) that required for consent to such supplemental indentures. This Section shall not limit or otherwise affect the ability of the Issuer to enter into agreements supplemental to this Indenture without the consent of the Bondholders pursuant to Section 12.02 hereof.
If at any time the Issuer and the Trustee shall determine to enter into any supplemental indenture for any of the purposes of this Section, the Trustee shall cause written notice of the proposed supplemental indenture to be given to all Holders of the Bonds and the Rating Agency; provided, however, that failure to give such notice or any defect therein, shall not affect the validity of any proceedings pursuant hereto. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the Trust Office of the Trustee for inspection by all Bondholders.
Within 120 days after the date of giving such notice, the Issuer and the Trustee may enter into such supplemental indenture in substantially the form described in such notice only if

there shall have first been filed with the Issuer and the Trustee (i) the written consents of Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding (or 100% if required hereunder) and (ii) an opinion of Bond Counsel stating that (1) such supplemental indenture is authorized or permitted by this Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms and (2) the effectiveness of the supplemental indenture will not affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
If the Holders of not less than the percentage of Bonds required by this Section shall have consented to and approved the supplemental indenture as herein provided, no Holder of any Bond shall have any right to object to such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety thereof, or to enjoin or restrain the Issuer or the Trustee from entering into the same or from taking any action pursuant to the provisions thereof.
Upon the effectiveness of any supplemental indenture entered into pursuant to the provisions of this Section, this Indenture shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Issuer, the Trustee and all Holders of Bonds then outstanding shall thereafter be determined, exercised and enforced under this Indenture subject in all respects to such modifications and amendments.
The Trustee shall send written notice to the Rating Agency of any amendment to this Indenture, the Bond Loan Agreement, the Note, or the Bonds. A copy of such notice will also be sent to Borrower’s Investor Limited Partner at the Notice Address set forth herein.
Section 12.04. Supplemental Indentures Part of Indenture.
Any supplemental indenture entered into in accordance with the provisions of this Article shall thereafter form a part of this Indenture and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be and shall be deemed to be a part of the terms and conditions of this Indenture for any and all such purposes.
Section 12.05. Required Consent.
Notwithstanding anything herein to the contrary, the Trustee shall not be required to enter into or consent to any supplemental indenture or any amendment of any other Document that would materially adversely affect the rights, obligations, powers, privileges, indemnities, immunities or other security provided the Trustee herein or therein, except to the extent necessary, as set forth in an opinion of Bond Counsel, to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes.
Section 12.06. Amendments to Documents Requiring Consent of Bondholders.
Except as provided in Section 12.02 of this Indenture, the Issuer and the Trustee shall not consent to any amendment, change or modification of the Documents without the giving of notice and the written approval or consent of the Holders of the Bonds at the time Outstanding given and procured as provided in Section 12.03 hereof; provided, however, no such separate approval or

consent shall be required in connection with the issuance of refunding Bonds if any required consent of the required number of Holders to the issuance thereof shall have been previously obtained. If at any time the Issuer and the Borrower shall request the consent of the Trustee to any such proposed amendment, change or modification, the Trustee shall cause notice of such proposed amendment, change, or modification to be given in the same manner as provided by Section 12.03 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Trust Office of the Trustee for inspection by all Bondholders.

ARTICLE XIII MISCELLANEOUS
Section 13.01. The Issuer’s Successors.
In the event of the dissolution of the Issuer, all the covenants, stipulations, promises and agreements in the Indenture contained by or on behalf of, or for the benefit of, the Issuer, shall bind or inure to the benefit of the successors of the Issuer from time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of the Issuer shall be transferred.
Section 13.02. Indenture for Benefit of the Issuer, Trustee and Bondholders.
Except as herein otherwise specifically provided, nothing in this Indenture expressed or implied is intended or shall be construed to confer upon any person, other than the Issuer, the Trustee and the Holders of the Bonds, any right, remedy or claim under or by reason of this Indenture, this Indenture being intended to be for the sole and exclusive benefit of the Issuer and the Trustee and the Holders of the Bonds; provided that this Indenture shall also be for the benefit of the Borrower, and the Borrower shall be deemed to be a third-party beneficiary of and in connection with those matters in which the terms of this Indenture fairly construed are indicative that they are for the benefit of the Borrower.
Section 13.03. Severability.
In case any one or more of the provisions of this Indenture or of the Bonds for any reason, is held to be illegal or invalid such illegality or invalidity shall not affect any other provisions of this Indenture or the Bonds, and this Indenture and the Bonds shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced as if such illegal or invalid provisions had not been contained therein.
Section 13.04. Officials of the Issuer Not Liable.
No personal recourse may be taken, directly or indirectly, against any past, present or future officer, director, employee or agent of the Issuer with respect to the obligations of the Issuer under this Indenture or any certificate or other writing delivered in connection therewith. The Issuer’s immunities and protections from liability and its right to indemnification in connection with the

performance of its duties and functions under this Indenture shall extend to the Issuer’s past, present and future officers, directors, employees and agents.
Section 13.05. Governing Law.
The laws of the State shall govern the construction of this Indenture and of all Bonds issued hereunder.
Section 13.06. Notices; Publication of Notice.
All notices, advice, certifications or other communications hereunder between the Issuer and the Trustee shall be sufficiently given and shall be deemed given when provided in writing and when delivered by hand or overnight courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, or transmitted by electronic means (including, without limitation, facsimile transmission) addressed to the appropriate Notice Address. The Issuer or the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, advice, certifications or other communications shall be sent. Notices to persons other than the Issuer or the Trustee (such as, for example, notices to owners of Bonds) shall be governed by the other applicable provisions of this Indenture.
Whenever the Issuer or the Trustee is required or permitted to give or publish notice of any event or occurrence under this Indenture, such notice shall be given or published in such manner and by such means as the Issuer or the Trustee, as the case may be, shall determine to be appropriate. Such publication may be by (but is not limited to) any of the following means:
(1) publication in one or more newspapers or trade journals selected by the Issuer or the Trustee, as the case may be; (2) publication by or through one or more financial information reporting services; (3) delivery to the Municipal Securities Rulemaking Board’s EMMA System or any successor repository or entity fulfilling a substantially similar or like role; or (4) by mailing a copy of such notice by first class mail, postage prepaid, to the person entitled to receive the notice at such person’s address as shown on the records of the Issuer or the Trustee.
Section 13.07. Trustee as Paying Agent and Bond Registrar.
The Trustee is hereby designated and agrees to act as paying agent and Bond registrar for and in respect to the Bonds.
Section 13.08. Execution of Instruments by Bondholders and Proof of Ownership of
Bonds.
Any request, direction, consent or other instrument in writing required or permitted by this
Indenture to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of the Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner:

The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution.
The ownership of Bonds shall be conclusively proved by the registration books kept under the provisions of Section 2.08 of this Indenture.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which to it may seem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the Trustee pursuant to such request or consent.
Section 13.09. Counterparts.
This Indenture may be simultaneously executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument.
Section 13.10. Patriot Act; OFAC Representations.
Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person who opens an account. Accordingly, the Trustee may require documentation from each non-individual Person such as a business entity, a charity, a trust, or other legal entity verifying its formation as a legal entity and that the Trustee may also request identifying information to sufficiently verify the identities of individuals claiming authority to represent the entity.
The Issuer covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).
The Issuer covenants and represents that neither they nor any of their affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.
Section 13.11. FHA Federal Laws and Requirements Control.
Notwithstanding anything in this Indenture or the Bond Loan Agreement to the contrary:
Borrower, Trustee and the Issuer acknowledge that this Indenture, and any obligations of Borrower hereunder, are subject and subordinate to the Lender Loan Documents.

Notwithstanding any provision in this Indenture to the contrary, no obligations of the Borrower hereunder shall be payable except from (A) Surplus Cash (as defined in the HUD Regulatory Agreements), (B) funds that are not derived from (i) revenues of the Development or (ii) any reserve or deposit made with the Lender or any other party as required by HUD in connection with the Lender Loan Documents, or (C) the Lender Funds which have been deposited into the Collateral Fund by or at the direction of the Lender (collectively, “Non-Project Sources”). No claims or actions shall be made (or payable) under this Indenture against the Development, the Lender, the proceeds of the Lender Borrower Notes, or the assets of the Borrower, except from Non-Project Sources. In addition, the rights and obligations of the parties under this Indenture and all other documents evidencing, implementing, or securing this Indenture (collectively, the “Subordinate Bond Documents”) are and shall be subordinated in all respects, rights and obligations of the parties to and under the Lender Loan Documents. In the event of any conflict between the provisions of (i) this Indenture or the Subordinate Bond Documents and (ii) the provisions of the Lender Loan Documents or the Program Obligations (as defined in the Lender Mortgages), GNMA statutory, regulatory or administrative requirements, the provisions of the Lender Loan Documents, the Program Obligations or the GNMA statutory, regulatory or administrative requirements, as applicable, shall control. The provisions of this Section 13.11 shall control over any inconsistent provisions in this Indenture or the Subordinate Bond Documents.
Any subsequent amendment to this Indenture or the Bond Loan Agreement is subject to prior written approval of HUD (so long as the Development is subject to a mortgage insured or held by HUD). No amendment to this Indenture or the Bond Loan Agreement shall conflict with the provisions of the Program Obligations.
The Bonds are not a debt of the United States of America, HUD, FHA, GNMA or any other agency or instrumentality of the federal government, and are not guaranteed by the full faith and credit of the United States or any agency or instrumentality thereof.
There is no pledge hereunder or under the Bond Loan Agreement of the gross revenues or any of the assets of the Development.
Neither a default under this Indenture nor under the Bond Loan Agreement shall constitute a default under the Lender Loan Documents related to the Development.
Nothing contained herein or in the Bond Loan Agreement shall inhibit or impair the right of FHA to require or agree to any amendment, change or modification of any Lender Loan Documents related to the Development for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein, or in regard to matters or questions arising under said Lender Loan Documents so long as any such amendment, change or modification shall not adversely affect the payment terms of the Bonds.
None of the Issuer, the Trustee, or any of the owners of the Bonds has or shall be entitled to assert any claim against the Development, any reserves or deposits required by HUD in connection with the Development, or the rents or deposits or other income of the Development.

Proceeds from any condemnation award or from the payment of a claim under any hazard insurance policy relating to the Development will not be payable to the Trustee, but will be payable in accordance with the Lender Loan Documents.
In the event of an assignment or conveyance of the Lender Loans to the Federal Housing Commissioner, subsequent to the issuance of the Bonds, all money remaining in all funds and accounts under this Indenture other than the Rebate Fund, and any other funds remaining under this Indenture after payment or provision for payment of debt service on the Bonds and the fees and expenses of the Issuer, the Trustee, and other such parties unrelated to the Borrower (other than funds originally deposited by the Borrower or related parties with the Trustee on or before the date of issuance of the Bonds) shall be returned to the Lender.
Notwithstanding anything in this Indenture (with the exception of Section 13.11(i)), the Bond Loan Agreement, the Note or the Bond Purchase Agreement to the contrary, in no event shall HUD have any claim to or lien upon the Trust Estate under this Indenture and funds held by the Trustee under this Indenture and pledged to secure the repayment of the Bonds. Further, nothing herein shall restrict the rights and obligations of the parties as they relate to the Bonds and the rights and obligations therein are not subordinated.

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73

GT Draft of 01.21.26

SIGNATURE PAGE TO TRUST INDENTURE
(San Jose Apartments)

IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed and sealed in its name by its authorized officers, and the Trustee has caused this Indenture to be signed and sealed in its name by its duly authorized officers, all as of the day and year first above written.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL)

By:		 Duane Owen, Chairman

SIGNATURE PAGE TO TRUST INDENTURE
(San Jose Apartments)

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:	

SIGNATURE PAGE TO TRUST INDENTURE
(San Jose Apartments)

CONSENT AND AGREEMENT OF BORROWER
For and in consideration of the issuance of the Bonds by the Issuer, the Borrower consents to and approves the Indenture in all respects. In addition, the Borrower agrees that whenever the Indenture by its terms imposes any duty or obligation on the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Indenture, and the Borrower agrees to carry out and perform its duties and obligations thereunder.

BORROWER:
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

GT Draft of 01.21.26

EXHIBIT A FORM OF BONDS
No. R-1	$15,000,000
UNITED STATES OF AMERICA STATE OF FLORIDA
$15,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A
(SAN JOSE APARTMENTS)
THIS BOND AND THE ISSUE OF WHICH IT FORMS A PART ARE NOT GENERAL OBLIGATIONS OF THE ISSUER BUT ARE REVENUE OBLIGATIONS PAYABLE SOLELY FROM THE MONEYS AND PROPERTIES PLEDGED FOR PAYMENT THEREOF. THE ISSUER HAS NO TAXING POWER.
Unless this Bond is presented by an authorized representative of the Securities Depository (as defined in the Indenture) to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Securities Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

DATED DATE

INTEREST RATE

MANDATORY
TENDER DATE	MATURITY DATE	CUSIP NUMBER

	, 2026		%		 1, 202 		 1, 202 

Registered Owner:	CEDE & CO.
Principal Amount:	FIFTEEN MILLION AND NO/100 DOLLARS
FOR VALUE RECEIVED, the Osceola County Housing Finance Authority (“the Issuer”), a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “State”), hereby promises to pay (but only out of the Trust Estate pledged therefor) to the registered owner identified above, or its successor or registered assignee or legal representative, unless previously called for redemption or mandatory tender, the principal amount set forth above, on the Maturity Date identified above, in lawful money of the United States of America which on the date of payment is legal tender for the payment of public and private debts, upon the presentation and surrender of this Bond at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee, or its successor in trust (the “Trustee”), and to pay interest thereon (but only out of the Revenues) to the registered owner hereof from the Dated Date identified above until maturity, at the Interest Rate per annum identified above to the Mandatory Tender Date, and thereafter at the Remarketing Rate (subject to

adjustment or change as herein provided), payable at the times and in the manner hereinafter set forth. Principal hereof shall be payable, upon the request of any registered holder of Bonds on the applicable Record Date having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the bank and account number specified by such holder to the Trustee in writing. All interest hereon shall be paid by check or draft mailed by the Trustee to the registered owner hereof at his address as it appears on the registration books of the Issuer, or, upon the request of any registered holder of Bonds having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee to the bank and account number provided by such registered owner to the Trustee in writing, such interest to the maturity hereof being payable semi-annually on each 	 1 and 	 1, commencing 	 1, 2026, in lawful money of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts.
NONE OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON EXCEPT FROM THE REVENUES AND ASSETS PLEDGED BY THE ISSUER FOR THE PAYMENT THEREOF AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL THEREOF OR THE INTEREST THEREON. THE BONDS SHALL BE SOLELY THE OBLIGATIONS OF THE ISSUER AND NOT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE BONDS SHALL BE PAYABLE SOLELY OUT OF THE INCOME, REVENUES AND RECEIPTS DERIVED OR TO BE DERIVED FROM THE FUNDS AND ACCOUNTS HELD UNDER AND PURSUANT TO THE INDENTURE AND SUCH OTHER PROPERTY CONSTITUTING THE TRUST ESTATE PLEDGED UNDER THE INDENTURE. THE BONDS SHALL BE REVENUE OBLIGATIONS OF THE ISSUER AND DO NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER.
This Bond is one of an issue of the $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”), of like date and tenor, except as to number and denomination, issued under and pursuant to the laws of the State, Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 of the Board of County Commissioners of Osceola County, Florida enacted on September 28, 1981, and effective November 3, 1981 (the “Ordinance”) and a Resolution of the Issuer adopted on 	, 2026 (together, the “Act”), for the purpose of financing a portion of the costs of the acquisition, rehabilitation, installation and equipping by San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), of a 121-unit multifamily rental housing facility to be occupied by persons of low, middle or moderate income to be known as San Jose Apartments and located at 2353 Winter Woods Boulevard in the City of Winter Park in Seminole County, Florida (the “Development”). The proceeds of the Bonds are being loaned to the Borrower by the Issuer under a Loan Agreement dated as of 	 1, 2026 between the Borrower and the Issuer (the “Bond Loan Agreement”) and evidenced by a Promissory Note dated the Closing Date from the Borrower to the Issuer (the “Note”).

The Bonds are issued under a Trust Indenture dated as of 	 1, 2026, between the Issuer and the Trustee (the “Trust Indenture”), and, to the extent provided therein, are, together with all other Bonds that may be issued thereunder, equally and ratably secured and entitled to the protection given by the Trust Indenture. Pursuant to the Trust Indenture, the Issuer has assigned to the Trustee (among other things) the Revenues. Pursuant to the Note and the Bond Loan Agreement, payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Borrower to the Trustee for the account of the Issuer. The obligations of the Borrower under the Note and the Bond Loan Agreement are secured by the proceeds of the Bonds deposited into the Proceeds Account of the Project Fund created pursuant to Section 4.01 of the Trust Indenture, and from moneys deposited into the Collateral Fund created pursuant to Section 4.01 of the Trust Indenture.
Reference is made to the Trust Indenture, the Note and the Bond Loan Agreement and to all amendments and supplements thereto for a description of the property pledged and assigned and the provisions, among others, with respect to the nature and extent of the security, the rights, duties and other obligations of the Issuer and the Trustee, the terms on which the Bonds are issued and secured, the rights of the holders of the Bonds and provisions for defeasance of such rights. Capitalized terms used herein have the same meaning as set forth in the Trust Indenture. The terms and conditions set forth herein concerning payment and other rights and remedies of the owners of the Bonds are descriptive only and are subject in all cases to the terms and conditions as set forth in the Trust Indenture.
This Bond is negotiable and is transferable, as provided in the Trust Indenture, only upon the books of the Issuer kept at the office of the Trustee, by the registered owner hereof in person or by his duly authorized attorney, and may be exchanged for new Bonds of the same aggregate principal amount of authorized denominations, maturity and interest rate, in registered form, but only upon presentation and surrender of this Bond, all in the manner and subject to the limitations and conditions provided in the Trust Indenture. The Issuer and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for all purposes; and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.
The Bonds are issuable in the form of registered Bonds without coupons in denominations of $5,000 each or any integral multiple of $1,000 in excess thereof.
The Bonds are subject to mandatory tender in whole and not in part on the Mandatory Tender Date specified above and shall be purchased at a price equal to 100 percent of the principal amount of such Bonds, plus accrued interest, if any to the Mandatory Tender Date, and without premium, as set forth in the Indenture.
The Bonds are subject to optional redemption prior to their stated maturity, at par as set forth in the Indenture. Upon presentation and surrender of the Bonds by the Holder on the date fixed for redemption, the Holder shall be paid the principal amount of the Bonds to be redeemed, plus accrued interest on such Bonds to the redemption date.
In certain events, on the conditions, in the manner and with the effect set forth in the Trust Indenture, the principal of all the Bonds then outstanding under the Trust Indenture may become

or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon.
The Holder of this Bond shall have no right to enforce the provisions of the Trust Indenture, or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Trust Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Indenture. The Trustee shall treat the registered owner of this Bond as the person exclusively entitled to payment of principal and interest, and the exercise of all rights and powers of the owner of this Bond.
All acts, conditions and things required by the statutes of the State, the Act and the Trust Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, do exist, have happened and have been performed.
In any case where the date of maturity of or interest on this Bond shall not be a Business Day, then payment of interest or principal need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity.
This Bond shall not be entitled to any benefit under the Trust Indenture, or be valid or become obligatory for any purpose, until the Trustee shall have executed the Certificate of Authentication appearing hereon.

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IN	WITNESS	WHEREOF,	the	OSCEOLA	COUNTY	HOUSING	FINANCE
AUTHORITY has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and has caused its official seal (or a facsimile thereof) to be reproduced hereon and attested by the manual or facsimile signature of its Vice Chair or an Assistant Secretary.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

ATTEST:

By:		 Duane Owen, Chairman

By:		 George S. Flint
Assistant Secretary

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Trust Indenture referred to in this Bond.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:		 Authorized Signatory
Date of Authentication: 	

FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Please Print or Type Name and Address of Assignee)
Social Security or Taxpayer Identification Number:	 the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the said bond on the books of the within named issuer maintained by the Trustee for the registration thereof, with full power of substitution in the premises.

Signature guaranteed by:

Notice: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatever. The signature must be guaranteed.

[Bank, Trust Company or Firm]

Authorized Signature
(Signature(s) must be guaranteed by a broker or other financial institution which is a participant in the Securities Transfer Agent’s Medallion Program (STAMP, SEMP, MSP)).

A-7

GT Draft of 01.21.26

EXHIBIT B
FORM OF REQUISITION (PROCEEDS ACCOUNT/EQUITY ACCOUNT)
BORROWER:	SAN JOSE PRESERVATION, LTD. PROJECT:	SAN JOSE APARTMENTS REQUISITION NO.: 	
In the Amount of	$	
TO:	The Bank of New York Mellon Trust Company, N.A., as trustee
The Borrower hereby requests payments in the following amounts, from the following sources and to be made to the following parties, all as set forth on the Request for Payment attached to this Requisition:

Amount	Source	Payable to:
[Borrower’s  account  number]

[identify name of Account and Fund]
Requisition Contents and Attachments
Borrower’s Representations and Warranties

[third	party	payment/wire instructions must be attached]

Contractor’s Application and Certification for Payment (AIA Form G 702) Requisitions and Invoices Supporting Application
Representations and Warranties
To the Borrower’s knowledge, no changes have been made in the Plans and Specifications which require and have not received the prior approval of any Governmental Authority having jurisdiction over the Development or any other parties from whom such approval is required.
To the Borrower’s knowledge, the rehabilitation and equipping of the Development has been performed substantially in accordance with the Plans and Specifications.
Funding of this Requisition shall be in accordance with the terms and provisions of (i) the Loan Agreement dated as of 	 1, 2026 (the “Agreement”) and (ii) the Trust Indenture dated as of     1, 2026 with respect to the Bonds (the “Indenture”).
All monies requisitioned by the Borrower for acquisition and rehabilitation and disbursed by the Trustee under previously approved requisitions have been paid to the Contractor or other contractor or supplier or other party entitled to payment and, to Borrower’s best knowledge, all subcontractors, vendors and suppliers; all other funds requisitioned by the

Borrower and disbursed by the Trustee under previously approved requisitions have been expended for the purpose for which they were requisitioned.
All of the information submitted to the Trustee in connection with this Requisition is true and accurate as of the date of submission.
The representations and warranties set forth in the Documents are true and correct as of the date hereof with the same effect as if made on this date unless such representation or warranty relates to a specific time.
The Borrower represents and warrants that (i) there has occurred no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default on the part of the Borrower under the terms of the Documents, (ii) except as previously disclosed by the Borrower to the Issuer, the Borrower has not received notice from or been informed by any Governmental Authority of any alleged deficiencies in the work performed to date or any deviation of such work from Plans and Specifications or notice of any assertion of a claim that the Development has not been constructed in accordance with all applicable requirements, and (iii) the Documents are in full force and effect.
The Borrower represents and warrants that, following the disbursement by the Trustee of the aggregate amounts requested under these Requisitions, not less than 95% of all amounts paid from proceeds of the Bonds disbursed will have been applied to the payment of Qualified Project Costs and that to the extent that amounts have been applied or drawn incorrectly, such amounts shall be deemed reallocated to Qualified Project Costs as set forth in the Proceeds Certificate of the Borrower delivered upon issuance of the Bonds.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto under the Indenture.

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Executed this 	 day of 	, 20  .

BORROWER:
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

CONTRACTOR’S APPLICATION FOR PAYMENT
[Exclude from Copy Submitted to Trustee.]

REQUISITIONS AND INVOICES
[Exclude from Copy Submitted to Trustee.]

GT Draft of 01.21.26

EXHIBIT C FORM OF REQUISITION
(Costs of Issuance Fund)
$15,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A
(SAN JOSE APARTMENTS)
Dated: 	
Costs of Issuance Requisition No. 	
TO: The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Trust Indenture dated as of 	 1, 2026, with the Osceola County Housing Finance Authority (the “Indenture”).
Terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture.
The undersigned, Authorized Borrower Representative of San Jose Preservation, Ltd., (the “Borrower”), hereby certifies to you that he/she is authorized and empowered to submit this requisition to you and that attached hereto as Schedule “A” is a schedule of costs of issuance incurred in connection with the issuance of the above described Bonds, including the names and addresses of the payees and the specific amounts payable to each such payee, and that to the best of the undersigned’s information and belief, such amounts are true and correct.
This requisition is being delivered to you in accordance with the referenced Indenture pursuant to which the Bonds were issued. You are hereby instructed to withdraw from Costs of Issuance Fund created under the Indenture the amounts shown across from each payee listed on Schedule “A” hereto and pay such amounts to each such payee by check delivered by first class mail or by such other means as is acceptable to you and any such payee.

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IN WITNESS WHEREOF, the undersigned has signed this Requisition by and on behalf of the Borrower.

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

Section B

EXHIBIT B LOAN AGREEMENT

LOAN AGREEMENT

By and Between

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
as Issuer and
SAN JOSE PRESERVATION, LTD.,
as Borrower
Dated as of 	 1, 2026 Relating to:
$15,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A
(SAN JOSE APARTMENTS)

The interest of the Osceola County Housing Finance Authority (the “Issuer”) in this Loan Agreement has been assigned (except for “Unassigned Rights of the Issuer” defined in the Indenture) pursuant to the Trust Indenture dated as of the date hereof (the “Indenture”), from the Issuer to The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), and is subject to the security interest of the Trustee thereunder.

TABLE OF CONTENTS

ARTICLE I

Page

DEFINITIONS
Section 1.01.	Definitions	2
Section 1.02.	Uses of Phrases	2
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01.	Representations, Covenants and Warranties of the Issuer.	2
Section 2.02.	Representations, Covenants and Warranties of the Borrower and the General Partner.	3
ARTICLE III
REHABILITATION OF THE DEVELOPMENT; ISSUANCE OF THE BONDS
Section 3.01.	Agreement for Rehabilitation of the Development	10
Section 3.02.	Agreement to Issue, Sell and Deliver the Bonds; Deposit of Bond Proceeds. 11 Section 3.03.	Disbursements from the Project Fund.	11
Section 3.04.	Furnishing Documents to the Trustee	11
Section 3.05.	Establishment of Completion Date	11
Section 3.06.	Borrower Required to Pay in Event Project Fund Insufficient	12
Section 3.07.	Special Arbitrage Certifications	12
Section 3.08.	Rebate Calculations and Payments	12
Section 3.09.	Rebate Analyst	13
Section 3.10.	Remarketing of Bonds	13
ARTICLE IV LOAN PROVISIONS
Section 4.01.	Loan of Proceeds	13
Section 4.02.	Amounts Payable	13
Section 4.03.	Fees and Expenses	14
Section 4.04.	Obligations of the Borrower Unconditional	15
Section 4.05.	New Lender Loan and Bridge Loan to Borrower.	15
Section 4.06.	Optional Prepayment	15
ARTICLE V SPECIAL COVENANTS

Section 5.01.	No Warranty of Condition or Suitability by the Issuer.	16
Section 5.02.	Access to the Development	16
Section 5.03.	Further Assurances and Corrective Instruments	17
Section 5.04.	Issuer and Borrower Representatives	17
Section 5.05.	Financing Statements	17
Section 5.06.	Certain Deposits with the Trustee	17
Section 5.07.	Restriction on Plans and Specifications	17
Section 5.08.	Requisitions	17
Section 5.09.	Covenant with Bondholders	18
Section 5.10.	Covenant to Provide Ongoing Disclosure	18
Section 5.11.	Borrower Receipt of Insurance or Condemnation Proceeds	18
Section 5.12.	Reporting Requirements of the Borrower.	19
Section 5.13.	Indenture	19
Section 5.14.	Financial Information.	19
Section 5.15.	Tax Credit Requirement	20
Section 5.16.	Brokers and Financial Advisors	20
Section 5.17.	Trial by Jury.	20
Section 5.18.	Issuer, Trustee and Lender Not in Control; No Partnership.	21
ARTICLE VI
RESTRICTION ON TRANSFER; ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION
Section 6.01.	Restriction on Transfer.	21
Section 6.02.	Indemnification by Borrower.	24
Section 6.03.	The Issuer to Grant Security Interest to Trustee	27
ARTICLE VII DEFAULTS AND REMEDIES
Section 7.01.	Defaults Defined.	27
Section 7.02.	Remedies on Default	28
Section 7.03.	No Remedy Exclusive	29
Section 7.04.	Payment of Attorneys’ Fees and Expenses	29
Section 7.05.	No Additional Waiver Implied by One Waiver.	29
Section 7.06.	Right to Cure	29
Section 7.07.	No Interference or Impairment of Lender Loans	29
ARTICLE VIII HAZARDOUS MATERIALS
Section 8.01.	Representation and Warranty Regarding Hazardous Materials	30
Section 8.02.	Compliance Regarding Hazardous Substances	31
Section 8.03.	Notices Regarding Hazardous Substances	31

Section 8.04.	Remedial Work.	31
Section 8.05.	Indemnity Regarding Hazardous Substances	32
Section 8.06.	Defense of Indemnified Parties	33
ARTICLE IX MISCELLANEOUS
Section 9.01.	Term of Agreement	33
Section 9.02.	Notices; Publication of Notice	33
Section 9.03.	Nonrecourse Liability of Borrower.	34
Section 9.04.	No Pecuniary Liability of the Issuer.	35
Section 9.05.	Binding Effect	35
Section 9.06.	Severability.	35
Section 9.07.	Amounts Remaining in Funds	35
Section 9.08.	Amendments, Changes and Modifications	35
Section 9.09.	Execution in Counterparts	36
Section 9.10.	Applicable Law	36
Section 9.11.	Captions	36
Section 9.12.	Anti-Terrorism Laws	36
Section 9.13.	Conflict with HUD-Insured Loan and HUD Regulations; Supremacy of Lender Mortgages and HUD Regulatory Agreement	37
EXHIBIT A	PROJECT DESCRIPTION EXHIBIT B	FORM OF PROMISSORY NOTE
EXHIBIT C	HAZARDOUS SUBSTANCES REPORT EXHIBIT D	PROGRAM REPORT
EXHIBIT E	FHA/HUD REQUIREMENTS FOR ADVANCE OF MORTGAGE PROCEEDS

(iii)

LOAN AGREEMENT
This LOAN AGREEMENT (“Agreement” or “Loan Agreement”) is entered into as of
	 1,	2026,	between	the	OSCEOLA	COUNTY	HOUSING	FINANCE
AUTHORITY, a public body corporate and politic duly organized and existing under the laws of the State of Florida (the “Issuer”), and SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the “Borrower”).
W I T N E S S E T H:
WHEREAS, the Issuer is authorized and empowered by the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended and Ordinance #81-4 enacted on September 28, 1981, and effective November 3, 1981 (collectively, the “Act”), to finance multifamily rental housing within Osceola County, Florida (the “County”) by issuing its revenue bonds to provide funds to finance the acquisition, rehabilitation and development thereof; and
WHEREAS, the Borrower has requested the Issuer to issue its $15,000,000 Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”), the proceeds of which will be utilized to make a loan to the Borrower (the “Loan”) to finance a portion of the costs of the acquisition, rehabilitation, installation and equipping of a 121-unit multifamily rental housing facility project to be occupied by persons of low, middle or moderate income known as San Jose Apartments and located in Seminole County, Florida (the “Development”); and
WHEREAS, pursuant to and in accordance with the Act, the Issuer desires to provide funds to finance the acquisition, rehabilitation and equipping of the Development and the payment of certain costs of issuance by issuing the Bonds, pursuant to a Trust Indenture dated as of
	 1, 2026 (the “Indenture), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association, organized and existing under the laws of the United States of America, as trustee (the “Trustee”); and
WHEREAS, the Issuer and Seminole County, Florida have entered into an Interlocal Agreement dated October 22, 2024, pursuant to which Seminole County has permitted the Issuer to operate in certain respects within its boundaries; and
WHEREAS, the Loan will be evidenced by this Agreement and a Promissory Note dated the Closing Date (the “Note”), from the Borrower to the Issuer; and
WHEREAS, the parties hereto, intending to be legally bound hereby, and for and in consideration of the premises and the mutual covenants hereinafter contained, do hereby covenant, agree and bind themselves as follows; provided, that any obligation of the Issuer created by or arising out of this Agreement shall never constitute a debt or a pledge of the faith and credit or the taxing power of the Issuer or the State, but shall be payable solely out of the Trust Estate (as defined in the Indenture), anything herein contained to the contrary by implication or otherwise notwithstanding:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions.
All capitalized, undefined terms used herein shall have the same meanings as used in Article I of the Indenture, except as otherwise defined herein.
Section 1.02. Uses of Phrases.
Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words “Bond,” “Bondholder,” “Holder,” “Owner,” “registered Holder” and “person” shall include the plural as well as the singular number, and the word “person” shall include corporations and associations, including public bodies, as well as persons. Any percentage of Bonds, specified herein for any purpose, is to be figured on the unpaid principal amount thereof then Outstanding. All references herein to specific sections of the Code refer to such sections of the Code and all successor or replacement provisions thereto.

ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01. Representations, Covenants and Warranties of the Issuer.
The Issuer represents, covenants and warrants that:
The Issuer is a public body corporate and politic duly organized and validly existing under the laws of the State. Under the provisions of the Act and the resolution adopted by the Issuer, the Issuer is authorized to enter into the Issuer Documents and to carry out its obligations thereunder. By proper action of its board, the Issuer has been duly authorized to execute and deliver the Issuer Documents and to issue and sell the Bonds.
The Issuer covenants that it will not pledge the amounts derived from this Agreement other than as contemplated by the Indenture.
The Issuer hereby finds and determines that financing the Development by the issuance of the Bonds will further the public purposes of the Act.
No member or director of the Issuer, nor any other official or employee of the Issuer, has any interest, financial, employment or other, in the Borrower, the Development or in the transactions contemplated hereby.
There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the title to office of any

member of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of any of the Issuer Documents, or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of any of the Issuer Documents or the Bonds; (iv) questions the exclusion from gross income for federal income taxation of interest on the Bonds; or
(v) questions the power or authority of the Issuer to perform its obligations under any of the Issuer Documents or the Bonds or to carry out the transactions contemplated by any of the Issuer Documents or the Bonds.
The Issuer makes no representation or warranty, express or implied, that the proceeds of the Bonds will be sufficient to finance the acquisition, rehabilitation and equipping of the Development or that the Development will be adequate or sufficient for the Borrower’s intended purposes.
Section 2.02. Representations, Covenants and Warranties of the Borrower and the General Partner.
The Borrower and the General Partner represent, covenant and warrant that, as of the date
hereof:
Good Standing; Single Purpose Covenants.	The Borrower (i) is a limited
partnership duly organized and existing in good standing under the laws of the State of Florida,
(ii) has the power to own its property and to carry on its business as now being conducted and as contemplated by this Agreement and the Tax Certificates, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary, including, but not limited to, the State. The Borrower’s business and purpose shall consist solely of the ownership, development, operation and management of the Development and such other lawful activities as are incidental, necessary or appropriate thereto. The Borrower shall not incur any indebtedness other than Development indebtedness and normal trade accounts payable in the ordinary course of the Borrower’s business, and other than as permitted in the Partnership Agreement. The Borrower shall not assume or guaranty any other person’s indebtedness or obligations. The Borrower shall not dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey, transfer or lease its property and assets substantially as an entirety to any entity. The Borrower shall not institute or consent to any bankruptcy, insolvency or reorganization proceedings with respect to it, consent to the appointment of a receiver or similar official with respect to it, make any assignment for the benefit of its creditors or admit in writing its inability to pay its debts generally as they become due. The Borrower shall: maintain books and records and bank accounts separate from those of any other person; conduct its business in its own name and use separate stationery, invoices and checks; maintain its assets in such a manner that it is not costly or difficult to segregate and identify such assets; observe all organizational formalities and hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; prepare separate tax returns and financial statements, or if part of a consolidated group, then be shown thereon as a separate member of such group; allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; and transact all business with affiliates on an arm’s length basis and pursuant to enforceable agreements. The Borrower shall not commingle its assets or funds with those of any other person.

The General Partner (i) is a duly organized limited liability company organized and existing in good standing under the laws of the State of Delaware and is registered to transact business in the State of Florida (ii) has the power to own its property and to carry on its business as now being conducted and as contemplated by this Agreement, and the Tax Certificates, and
(iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary, including, but not limited to, the State. The General Partner shall not dissolve or liquidate, in whole or in part, consolidate or merge with or into any other entity or convey, transfer or lease its property and assets substantially as an entirety to any entity. The General Partner shall not, with respect to itself or the Borrower, institute or consent to any bankruptcy, insolvency or reorganization proceedings, consent to the appointment of a receiver or similar official, make or consent to any assignment for the benefit of creditors or admit in writing its or the Borrower’s inability to pay debts generally as they become due. The General Partner shall: maintain books and records and bank accounts separate from those of any other person; conduct its business in its own name and use separate stationery, invoices and checks; maintain its assets in such a manner that it is not costly or difficult to segregate and identify such assets; observe all organizational formalities and hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; prepare separate tax returns and financial statements, or if part of a consolidated group, then be shown thereon as a separate member of such group; allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; and transact all business with affiliates on an arm’s length basis and pursuant to enforceable agreements. The General Partner shall not commingle its assets or funds with those of any other person.
Authority. The Borrower has full power and authority to (i) execute and deliver the Documents to which it is a party and (ii) incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. All consents or approvals of any public authority which are required as a condition to the validity of the Documents to which the Borrower is a party have been obtained.
Binding Agreements. The Borrower Documents have been properly executed by a duly authorized officer of the General Partner of the Borrower, and constitute valid and legally binding obligations of the Borrower, and are fully enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency or other laws affecting creditors’ rights generally, and with respect to certain remedies which require, or may require, enforcement by a court of equity, such principles of equity as the court having jurisdiction may impose.
Litigation. There is no litigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or the General Partner before any court or administrative agency which, if determined adversely to the Borrower, will materially adversely affect the Borrower or the Development, or the authority of the Borrower to enter into or perform under the Borrower Documents or which in any way would adversely affect the validity or enforceability of the Bonds or the Documents.
Conflicts; Defaults. There is (i) no provision of the Borrower’s organizational documents or the organizational documents of the General Partner, or resolutions of the Borrower and no provision of any existing mortgage, indenture, contract or agreement binding on the

Borrower or the General Partner or affecting any of the Borrower’s property and (ii) to the Borrower’s or the General Partner’s knowledge, no provision of law or order of court binding upon the Borrower or the General Partner or affecting any of the Borrower’s property, in each case which would conflict with or in any way prevent the execution, delivery, or performance of the terms of the Borrower Documents and the other financing documents and regulatory agreements to be entered into at closing in connection with this transaction, or which would be in default or violated as a result of such execution, delivery or performance. The Borrower is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party.
Title to Development. The Borrower has or will have on the Closing Date a fee simple interest in the land constituting the site of the Development free and clear of any liens or encumbrances, other than those encumbrances set forth in the schedules to the title commitment issued by [Royal Abstract National, LLC], as agent for [Fidelity National Title Insurance Company.] The Borrower is the sole borrower under the Loan.
Indenture. The Indenture has been submitted to the Borrower for its examination, and the Borrower acknowledges, by execution of this Agreement, that it has reviewed the Indenture, and it hereby approves the Indenture. The Borrower agrees to perform fully and faithfully all the duties and obligations which the Issuer has covenanted and agreed to cause the Borrower to perform pursuant to the Indenture and any duties and obligations which the Borrower or the Issuer is required by the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Events Affecting Tax Exemption. The Borrower has not taken or permitted to be taken any action that would impair the exclusion from gross income for federal income tax purposes of the interest payable on the Bonds, and the Borrower has never been advised that the interest is or will be subject to inclusion in gross income. As of the Closing Date, the Borrower is in compliance with all requirements contained in the Tax Certificates, and the representations set forth in the Tax Certificates pertaining to the Borrower and the Development are true and accurate in all material respects. Notwithstanding the above, if the Borrower becomes aware of any situation, event or condition which would result in the interest on the Bonds being included in gross income for federal income tax purposes, the Borrower shall promptly give written notice thereof to the Issuer and the Trustee.
Compliance with Laws and Documents. The Development is of the type authorized and permitted by the Act and will, from the Closing Date forward, be operated in compliance with the provisions of the Act and the provisions of the Code applicable thereto. The Borrower will use due diligence to cause the Development to be operated in accordance with the Act and all other applicable laws, rulings, regulations and ordinances of any applicable Governmental Authority and the departments, agencies and political subdivisions thereof. The Borrower has obtained or will cause to be obtained all requisite approvals of the Issuer and of any applicable Governmental Authority or other federal and local governmental bodies required for the operation of the Development.
Compliance by the Borrower with the provisions of the Bond Documents and the Borrower Documents will not involve, to the extent applicable, any prohibited transaction within the

meaning of the Employee Retirement Income Security Act of 1974, as amended (sometimes referred to in this subparagraph 2.02(i) as “ERISA”), or Section 4975 of the Code. No “employee pension benefit plans”, that are subject to Title IV of ERISA (sometimes referred to in this subparagraph 2.02(i) as “Plans”), maintained by the Borrower, nor any trust created thereunder, have incurred any “accumulated funding deficiency” as defined in Section 302 of ERISA, to the extent applicable and the present value of all benefits vested under all Plans, if any, did not exceed, as of the last annual valuation date, the value of the assets of the Plans allocable to such vested benefits.
The Borrower intends to cause the residential units in the Development to be rented or available for rental on a basis, which satisfies the requirements of the Land Use Restriction Agreement, including all applicable requirements of the Act and the Code, and pursuant to leases, which comply with all applicable laws. The Borrower will timely file the Income Certification in the form attached as Exhibit C to the Land Use Restriction Agreement and the Certificate of Continuing Program Compliance in the form attached as Exhibit D to the Land Use Restriction Agreement and the Program Report, if any, in the form attached as Exhibit D hereto with the Issuer or the Issuer Servicer as required by the Land Use Restriction Agreement.
The Borrower shall, through the term of this Agreement and at no expense to the Issuer, promptly comply or cause compliance with all applicable laws, ordinances, orders, rules, regulations and requirements of duly constituted public authorities which may be applicable to the Development or to the repair and alteration thereof, or to the use or manner of use of the Development, including, but not limited to, the Americans with Disabilities Act, Florida Accessibility Code for Building Construction, all federal, State and local environmental, health and safety laws, rules, regulations and orders applicable to or pertaining to the Development and Federal Worker Adjustment and Retraining Notification Act.
No Material Misstatements. The representations and warranties of the Borrower contained in the Borrower Documents (including, without limitation, any information furnished by the Borrower in connection with the preparation of any materials related to the issuance or delivery of the Bonds on the Closing Date), contain no material misstatement of fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The representations and warranties of the Borrower and the statements, information and descriptions contained in the Borrower’s closing certificates, as of the Closing Date, are true, correct and complete in all material respects, do not contain any untrue statement or misleading statement of material fact, and do not omit to state a material fact necessary to make the certifications, representations, warranties, statements, information and descriptions contained therein, in light of the circumstances under which they were made, not misleading. The estimates and assumptions contained in this Agreement and in any certificate of the Borrower delivered as of the Closing Date are reasonable and based on the most accurate information available to the Borrower.
The information used in the preparation of the financial statements of the Borrower, the Borrower Documents and any other written statement furnished by the Borrower to the Issuer (including the descriptions and information contained in the Official Statement relating to (i) the Borrower and the Development, (ii) the operations and financial and other affairs of the Borrower,
(iii) the application by the Borrower of the proceeds to be received by it from the Loan, and (iv) the

participation by the Borrower in the transactions contemplated in this Loan Agreement and in the Official Statement, including, without limitation, the information relating to the Borrower in the Official Statement under the caption “Certain Bondholders’ Risks”), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. There is no fact which the Borrower has not disclosed to the Issuer in writing which materially adversely affects or, so far as the Borrower can now foresee, will materially adversely affect the financial condition of the Borrower, the ability of the Borrower to own and operate the Development or the Borrower’s ability to make payments on the Note when and as the same become due and payable.
Interest of Member or Agent of the Issuer. To the knowledge of the Borrower, no member or agent of the Issuer has been or is in any manner interested, directly or indirectly, in that person’s own name or in the name of any other persons, in the loan of the Bond proceeds, the Bonds, the Documents, the Borrower or the Development, in any contract for property or materials to be furnished or used in connection with the Development, or in any aspect of the transactions contemplated by the Documents. There (i) is no completed, pending or threatened bankruptcy, reorganization, receivership, insolvency or like proceeding, whether voluntary or involuntary, affecting the Development, the Borrower or the General Partner, and (ii) has been no assertion or exercise of jurisdiction over the Development, the Borrower or the General Partner by any court empowered to exercise bankruptcy powers.
Arbitrage Bonds. No money on deposit or to be deposited in any fund or account in connection with the Bonds, whether or not such money was or is to be derived from other sources, has been or will be used by or under the direction of the Borrower in any manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
Tax Returns. The Borrower has filed or caused to be filed all required tax returns (including any federal, state or local tax returns, if required) and has paid all taxes as shown on such returns as such taxes have become due. No claims have been assessed and are unpaid with respect to such taxes.
No Reliance on the Issuer. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of the Development; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which it or the Issuer is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions, including without limitation the risk of loss of the Development; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds.
Fees. The Borrower shall pay all fees as provided under the Note and in this Agreement, when due and payable without demand pursuant to Section 4.03 herein.
Name of Borrower. The Borrower filed its Certificate of Limited Partnership with the State of Florida under the name of San Jose Preservation, Ltd.

Governmental Requirements. To the Borrower’s knowledge, no violation of any Governmental Requirement exists with respect to the Development, the Borrower, or any other asset of the Borrower, the Development conforms (or is legally non-conforming) in all material respects with all applicable zoning, planning, building and environmental laws, ordinances and regulations of Governmental Authorities having jurisdiction over the Development, all necessary utilities are or will be available to the Development, and the Borrower has obtained or will obtain all requisite zoning approvals necessary with respect to the Development.
Condemnation. No condemnation, eminent domain or similar proceeding is pending, or to the knowledge of the Borrower, threatened in writing, with respect to the Development or any portion thereof.
Governmental Approvals. The Borrower has obtained, or will obtain and there are currently in full force and effect, or will be in full force and effect, all consents, and permits, licenses, accreditations, certifications and other approvals (governmental or otherwise) that:
would constitute a condition precedent to, or the absence of which would materially adversely affect, the enforceability of and the performance by the Borrower of its obligations hereunder; and
are necessary for the acquisition, rehabilitation, equipping, financing and operation of the Development.
No Cease and Desist. The Borrower is not presently under any cease or desist order or other orders of a similar nature, temporary or permanent, of any federal or state authority which would have the effect of preventing or hindering performance of its duties hereunder, nor are there any proceedings presently in progress or to its knowledge contemplated which would, if successful, lead to the issuance of any such order.
Acknowledgment of Nature of Development. The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions relating to the financing of the Development; that it is familiar with the provisions of all of the documents and instruments relating to such financing to which it or the Issuer is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions, including, without limitation, the risk of loss of the Development; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of the transactions contemplated by this Agreement and the Indenture or otherwise relied on the Issuer in any manner.
Average Maturity. The average maturity of the Bonds does not exceed 120% of the average reasonably expected economic life of the facilities of the Development.
Federally Guaranteed. The Bonds are not and shall not be “federally guaranteed” as defined in Section 149(b) of the Code.
No Intent of Sale of Development. The Borrower intends to hold the Development for its own account and has no current plans to sell and has not entered into any agreement to sell any of the Development.

Notification of Default. The Borrower agrees to immediately notify the Trustee and the Issuer in writing of any Default, or any event which with notice or the passage of time would constitute a Default. The Borrower shall promptly provide the Trustee and Rating Agency with notice of any change or proposed change in the structure or identity of the Borrower.
Payment of Real Estate Taxes and Maintenance of Insurance. The Borrower will promptly cause to be paid all real estate taxes, assessments or other levies assessed on the Development and all premiums for insurance policies required to be maintained for the Development. Borrower shall, at all times during the term of the Loan, maintain at its sole cost and expense, for the mutual benefit of Borrower, Lender and the Trustee, all of the insurance as required by Lender and the Issuer and applicable law, and in such amounts and with such maximum deductibles as Lender and the Issuer may require, as those requirements may change.
(aa) Application of Disbursements. The full amount of each disbursement will be applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs and, after taking into account any proposed disbursement, (i) at least 95% of the net proceeds of the Bonds (as defined in Section 150 of the Code) will be used to provide a qualified residential rental project (as defined in Section 142(d) of the Code); (ii) less than 25% of the net proceeds of the Bonds will have been disbursed to pay or to reimburse the Borrower for the cost of acquiring land; and
(iii) none of the proceeds of the Bonds (as defined for purposes of Section 147(g) of the Code) will be disbursed to provide working capital.
(bb) Lease or Use of Development. In connection with any lease or grant by the Borrower of the use of the Development, the Borrower will require that the lessee or user of any portion of the Development not use that portion of the Development in any manner which would violate the covenants set forth in this Agreement or the Land Use Restriction Agreement.
(cc)  Proceeds of Bonds. No proceeds of the Bonds shall be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property is pursuant to such acquisition; provided, however that this limitation shall not apply with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the proceeds; and provided further that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring such structure financed with the proceeds.
(dd) Costs of Issuance Paid from Proceeds. From the proceeds of the Bonds and investment earnings thereon, an amount not in excess of two percent (2%) of the proceeds of the Bonds, will be used for Costs of Issuance of the Bonds, all within the meaning of Section 147(g)(1) of the Code.
(ee) Ineligible Use of Proceeds. No proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility (other than a workout facility functionally related to the Development and available to all residents at no additional charge), facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.

(ff)  Non-Discrimination. The Borrower has not and shall not discriminate on the basis of race, creed, religion, color, sex, marital status, age or national origin in the lease, use, or occupancy of the Development or in connection with the employment or application for employment of Persons for the operation and management of the Development. The Borrower specifically agrees that the Borrower will not refuse to lease units in the Development to persons whose family includes minor dependents who will occupy such unit, unless such refusal is based upon factors not related to the presence of such minors in the family, which factors may include, but shall not be limited to, negative credit, rental history or potential overcrowding of a unit.
(gg)  The Borrower is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Bond will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
(hh) The Borrower covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”).
The Borrower covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

ARTICLE III

REHABILITATION OF THE DEVELOPMENT; ISSUANCE OF THE BONDS
Section 3.01. Agreement for Rehabilitation of the Development.
The Borrower agrees to make or cause to be made all contracts and do all things necessary for the acquisition, rehabilitation and equipping of the Development. The Borrower further agrees that it will acquire and rehabilitate the Development substantially in accordance with the approved Plans and Specifications and the Credit Underwriting Report with all reasonable dispatch and use its best efforts to cause acquisition, rehabilitation and equipping of the Development to be completed by the Completion Date, or as soon thereafter as may be practicable, delays caused by force majeure as defined in Section 7.01 hereof only excepted; but if for any

reason such acquisition, rehabilitation and equipping is not completed by said Completion Date, there shall be no resulting liability on the part of the Borrower or the Issuer and no diminution in or postponement of the payments required in Section 4.02 hereof to be paid by the Borrower.
The Borrower shall cause the Development to be maintained in good, habitable and safe (so as to not threaten the health or safety of the Development’s tenants or their invited guests) condition and repair (reasonable wear and tear excepted) and shall not remove, demolish or materially alter the improvements to the Development (except for the performance of the rehabilitation work comprising the Development or removal of aging or obsolete equipment or furnishings in the normal course of business). After completion of repairs, no structural or other material defect or damages to the Development will exist, whether latent or otherwise.
Section 3.02. Agreement to Issue, Sell and Deliver the Bonds; Deposit of Bond Proceeds.
In order to provide funds for the payment of the Qualified Project Costs, the Issuer, concurrently with the execution of this Agreement, will issue, sell and deliver the Bonds and deposit the proceeds thereof with the Trustee, which amounts shall be immediately deposited into the Proceeds Account of the Project Fund.
Section 3.03. Disbursements from the Project Fund.
In the Indenture, the Issuer has authorized and directed the Trustee to make disbursements from the Proceeds Account of the Project Fund to pay Costs of the Development in the manner consistent with the Tax Certificate. The Trustee shall make disbursements from the Project Fund as provided in the Indenture, and pursuant to the closing memorandum or upon receipt of a Requisition in substantially the form attached to the Indenture as Exhibit B. The Borrower agrees that the moneys transferred by the Trustee from the Proceeds Account of the Project Fund shall only be disbursed for Qualified Project Costs as permitted by the Tax Certificate.
Section 3.04. Furnishing Documents to the Trustee.
The Borrower agrees to cause such Requisitions to be directed to the Trustee as may be necessary to effect payments out of the Project Fund in accordance with Section 3.03 hereof.
Section 3.05. Establishment of Completion Date.
The Borrower shall evidence completion of the Development and the actual date of completion to the Issuer and the Trustee by an executed Completion Certificate and compliance with the requirements of the Issuer Servicer Agreement. The Completion Certificate shall be executed by the Borrower and shall state to the best information and belief of the Borrower, after due inquiry, that rehabilitation of the Development has been completed in material compliance with all applicable laws, regulations and agreements, and all costs of labor, services, materials and supplies used in the Development have been paid, all equipment necessary for the operation of the Development has been purchased, installed and paid for, is suitable and sufficient for its intended purposes, and is fully operable, all costs and expenses incurred in connection with the Development have been paid except for amounts not yet due and payable or being diligently contested in good faith by the Borrower, and the Development is suitable and sufficient for its

intended purposes. The Completion Certificate shall include a table of sources and uses showing the final allocation for all sources of funding for the Development, a confirmation of compliance with clause (b) below and with the tax covenants contained herein and in the documents delivered in connection with the issuance of the Bonds. Notwithstanding the foregoing, the Completion Certificate shall further state that it is given without prejudice to any rights of the Borrower against third parties which exist at the date of the Completion Certificate or which may subsequently come into being. The Completion Certificate shall be furnished by the Borrower to the Issuer and the Trustee promptly following the completion of the Development.
At least ninety-five percent (95%) of the Net Proceeds of the Bonds will be used from the Proceeds Account of the Project Fund to pay Qualified Project Costs.
Section 3.06. Borrower Required to Pay in Event Project Fund Insufficient.
In the event the moneys in the Project Fund available for payment of the Costs of the Development are not sufficient to pay the Costs of the Development in full, the Borrower agrees to complete the Development and to pay that portion of the Costs of the Development in excess of the moneys available therefor in the Project Fund. The Issuer does not make any warranty, either express or implied, that the moneys paid into the Project Fund and available for payment of the Costs of the Development will be sufficient to pay all of the Costs of the Development. The Borrower agrees that if after exhaustion of the moneys in the Project Fund, the Borrower should pay any portion of the Costs of the Development pursuant to the provisions of this Section, the Borrower shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or the Holders of any of the Bonds, nor shall the Borrower be entitled to any diminution of the amounts payable under this Agreement. Notwithstanding the foregoing, the terms, conditions and covenants of this Section 3.06 do not in any way affect the ability of the Issuer to pursue its rights and remedies under the Guarantor Documents.
Section 3.07. Special Arbitrage Certifications.
The Borrower and the Issuer covenant, severally, and not jointly, (i) not to take any action or fail to take any action which would cause the interest on any of the Bonds to be or become includable in the gross income of the Holders for federal income tax purposes and (ii) not to cause or direct any moneys on deposit in any fund or account to be used in a manner that would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code. The Borrower certifies and covenants to and for the benefit of the Issuer and the Holders of the Bonds that so long as there are any Bonds Outstanding, moneys on deposit in any fund or account in connection with the Bonds, whether such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that will cause the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code.
Section 3.08. Rebate Calculations and Payments.
Within twenty (20) days after payment in full of the Bonds, the Borrower shall cause the Rebate Analyst to calculate the Rebate Requirement as of the date of such payment and the Rebate Analyst shall notify the Trustee and the Borrower of that amount. If the amount then on deposit in the Rebate Fund created under the Indenture is less than the Rebate Requirement (taking into

account the amount or amounts, if any, previously paid to the United States), the Borrower shall, within thirty (30) days after the date of the aforesaid calculation, deposit or cause to be deposited to the credit of the Rebate Fund an amount sufficient to cause the Rebate Fund to contain an amount equal to the Rebate Requirement. The obligation of the Borrower to make or cause to be made such payments shall remain in effect and be binding upon the Borrower notwithstanding the release and discharge of the Indenture or the termination of this Agreement. The Borrower shall obtain such records of the computations made pursuant to this Section as are required under Section 148(f) of the Code and shall retain such records for at least six (6) years after the maturity or retirement of the Bonds.
Section 3.09. Rebate Analyst.
In accordance with Section 3.08 hereof, the Rebate Analyst shall perform any calculations required under Section 5.01 of the Indenture at the sole expense of the Borrower. The Rebate Analyst shall be selected by the Issuer as provided in the Indenture. The Borrower further covenants that, during the term of the Bonds, in the event the Borrower sells or otherwise disposes of the Development, it will require that the transferee execute a covenant similar to that in this Section in the sale or other documents concerning the disposition and will require such transferee to include such a covenant in future transfer documents. The special covenants of the Borrower in this Section shall survive the defeasance or payment in full of the Bonds notwithstanding any other provision of this Agreement until the requirements for payment of any Rebate Requirement has been fully satisfied.
Section 3.10. Remarketing of Bonds.
The Borrower is hereby granted the right to request a remarketing of the Bonds in the manner and to the extent set forth in Section 3.07 of the Indenture and, in consultation with the Remarketing Agent, designate the length of the remarketing period and the related Mandatory Tender Date in the manner and to the extent set forth in Sections 3.05 and 3.07 of the Indenture.

ARTICLE IV LOAN PROVISIONS
Section 4.01. Loan of Proceeds.
The Issuer agrees, upon the terms and conditions contained in this Agreement and the Indenture, to lend to the Borrower the proceeds received by the Issuer from the sale of the Bonds. Such proceeds shall be disbursed to or on behalf of the Borrower as provided in Section 3.03 hereof.
Section 4.02. Amounts Payable.
(i)  On or prior to the Closing Date, the Borrower shall deliver or cause to be delivered the Capitalized Interest Deposit, if any, to the Trustee for deposit to the Capitalized Interest Account.

(ii)  The Borrower hereby covenants and agrees to repay the Loan on or before any date that any payment of interest or principal is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in the Capitalized Interest Account, if any, and the Collateral Fund, will enable the Trustee to pay the amount payable on such date as principal of (whether at maturity or acceleration or otherwise) and interest on the Bonds as provided in the Indenture. Deposits into the Bond Fund for payments by the Trustee of principal and interest on the Bonds from amounts in the Capitalized Interest Account, if any, or the Collateral Fund shall be credited against the Borrower’s obligation to pay principal and interest on the Loan.
It is understood and agreed that all payments of principal and interest payable by the Borrower under subsection (a) of this Section 4.02 are assigned by the Issuer in accordance with the terms of the Indenture to the Trustee for the benefit of the Holders of the Bonds (excluding amounts on deposit in the Rebate Fund). The Borrower consents to such assignment.
In the event the Borrower should fail to make any of the payments required in this Section 4.02, the item or installment so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the rate of interest borne by the Bonds.
Section 4.03. Fees and Expenses.
The Borrower agrees to pay, when due, the Issuer Fee, the Trustee’s Fee, the Issuer Servicer Fee, the Rebate Analyst Fee in the manner provided in Section 3.09 hereof and any and all other costs or expenses at any time incurred by the Issuer, the Trustee, the Issuer Servicer, the Dissemination Agent or the Rebate Analyst (including the reasonable fees and expenses of their counsel actually incurred) in connection with the issuance, sale and delivery of the Bonds and the performance of their duties in connection with the transactions contemplated hereby, including, without limitation, all costs of recording and filing. The Borrower will also pay any reasonable expenses actually incurred in connection with any redemption of the Bonds. Specifically, and without limiting the foregoing, the Borrower agrees to pay to and indemnify any Issuer Indemnified Party, the Trustee Indemnified Parties or any payee designated by the Issuer, within 30 days after receipt of request for payment thereof, all reasonable expenses of the Issuer and the Trustee actually incurred and related to the Development and the financing thereof which are not paid from the funds held under the Indenture, including, without limitation, reasonable legal fees and expenses incurred in connection with the interpretation, performance, enforcement or amendment of any documents relating to the Development or the Bonds or in connection with questions or other matters arising under such documents. The Borrower also agrees to pay, on each remarketing date, any remarketing expenses and other sums required under Section 3.05 of the Indenture in order to remarket the Bonds, and the Borrower further agrees to execute any and all certificates required by the Issuer, the Trustee or the Remarketing Agent in order to effectuate such remarketing.

The obligations of the Borrower under this Section shall survive the termination of this Loan Agreement and the payment and performance of all of the other obligations of the Borrower hereunder and under the other Borrower Documents.
Section 4.04. Obligations of the Borrower Unconditional.
The obligations of the Borrower to make the payments required under this Agreement, and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, irrespective of any defense or any right of notice, setoff, recoupment or counterclaim it might otherwise have against the Issuer, the Trustee or any other person. Subject to termination as provided herein, the Borrower (i) will not suspend or discontinue, or permit the suspension or discontinuance of, any payments provided for under this Agreement, (ii) will perform and observe all of its other agreements contained in this Agreement and the other Documents and (iii) will not terminate this Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Development, commercial frustration of purpose, or change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or the State or any political subdivision of either, any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement, whether express or implied, or any failure of the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture, whether express or implied.
Section 4.05. New Lender Loan and Bridge Loan to Borrower.
To provide and secure funds for the repayment of the Loan, and to provide for the delivery of Collateral Payments, the Borrower shall concurrently with the execution and delivery hereof obtain the New Lender Loan from the Lender and the Bridge Loan from the Bridge Lender. The Borrower will promptly take all necessary actions on its part to close the New Lender Loan and the Bridge Loan and to satisfy all other terms and conditions and requirements with respect thereto.
The Lender and the Bridge Lender, as applicable, will advance funds in an aggregate amount not to exceed [$	] to comprise Collateral Payments to the Trustee for deposit into the Collateral Fund conditioned upon the Trustee unconditionally and irrevocably disbursing an equal amount of Bond proceeds from the Proceeds Account of the Project Fund. Upon receipt by the Trustee of a Collateral Payment, the Trustee shall be unconditionally and irrevocably obligated to concurrently disburse an equal amount from the Proceeds Account of the Project Fund to or at the written direction of the Lender or the Bridge Lender, if applicable; provided, however, if the Trustee is unable to concurrently disburse funds from the Proceeds Account of the Project Fund, it must immediately wire back to the Lender or Bridge Lender, as applicable, such Collateral Payment.
Section 4.06. Optional Prepayment.
The Loan is not subject to prepayment prior to the later to occur of (a) the Completion Date and (b) the Optional Redemption Date (the “Optional Prepayment Date”).  On and after the

Optional Prepayment Date, the Loan may be prepaid by the Borrower in whole or in part on any Business Day in accordance with Section 3.01 of the Indenture, without penalty. In order to prepay the Loan, the Borrower shall give the Trustee and the Issuer written notice at least twenty-five (25) days prior to the prepayment date (unless a shorter notice shall be satisfactory to the Trustee) to effect an optional redemption of all Bonds or portions thereof pursuant to Section 3.01 of the Indenture.

ARTICLE V SPECIAL COVENANTS
Section 5.01. No Warranty of Condition or Suitability by the Issuer.
THE BORROWER RECOGNIZES, ACKNOWLEDGES AND AGREES THAT THE ISSUER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE DEVELOPMENT OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, CONDITION, WORKMANSHIP, OR FITNESS, SUITABILITY OR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF. THE BORROWER FURTHER RECOGNIZES THAT THE ISSUER HAS NO TITLE INTEREST TO ANY PART OF THE DEVELOPMENT AND THAT THE ISSUER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE BORROWER’S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE BORROWER. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE DEVELOPMENT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE ISSUER SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THESE PROVISIONS HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES OR REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED, WITH RESPECT TO THE DEVELOPMENT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OF THE STATE OF FLORIDA OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.
Section 5.02. Access to the Development.
The Borrower agrees that the Issuer, the Trustee and their duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right to inspect the Development and the rehabilitation thereof at all reasonable times upon reasonable notice. The Borrower acknowledges that the Issuer Servicer shall monitor the rehabilitation of the Development. The Issuer, the Trustee, the Issuer Servicer and their duly authorized agents shall also be permitted, at all reasonable times and upon reasonable notice, to examine the books, accounts, contracts, documents, and other papers of the Borrower with respect to the Development which shall all be maintained by the Borrower in reasonable condition and for audit.

Section 5.03. Further Assurances and Corrective Instruments.
The Borrower agrees that it will, and will request the Issuer to, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Agreement.
Section 5.04. Issuer and Borrower Representatives.
Whenever under the provisions of this Agreement the approval of the Issuer or the Borrower is required or the Issuer or the Borrower is required to take some action at the request of the other, such approval or such request shall be given in writing both for the Issuer by an authorized representative of the Issuer and for the Borrower by a Borrower Representative. The Trustee shall be authorized to act on any such approval or request pursuant to the Indenture.
Section 5.05. Financing Statements.
The Borrower shall file, or shall cause to be filed, and shall deliver copies to the Trustee of any and all financing statements, or any amendments thereof or continuation statements thereto, to perfect the security interests granted in the Indenture, in the manner prescribed in the Indenture. The Borrower shall pay all costs of filing such instruments and any fees and expenses (including reasonable attorney’s fees) associated therewith.
Section 5.06. Certain Deposits with the Trustee.
In connection with the issuance of the Bonds, certain moneys may be deposited with the Trustee before the closing date pursuant to one or more letters of instruction from the provider or providers of such moneys. Such moneys will be held by the Trustee subject to the terms and conditions of the Indenture in addition to terms provided in such letter(s) of instruction. For such purpose the standards of care, provisions regarding responsibilities and indemnification and other sections relating to the Trustee contained in the Indenture and this Agreement (the “Effective Provisions”) shall be effective as of the first date of receipt by the Trustee of such moneys. The Effective Provisions shall be deemed incorporated into such letter(s) of instructions.
Section 5.07. Restriction on Plans and Specifications.
The Borrower will not cause, permit or suffer to exist any material deviations from the Plans and Specifications and will not approve or consent to any construction change directive without the prior approval of the Issuer Servicer.
Section 5.08. Requisitions.
On the Closing Date, the Borrower shall complete, execute and deliver to the Trustee a Requisition for disbursement of amounts on deposit in the Project Fund to the Borrower to pay Costs of the Development. Each Requisition shall be signed on behalf of the Borrower and approved by the Issuer Servicer, shall be in the form set forth on Exhibit B to the Indenture and shall conform to all requirements of the Issuer Servicer Agreement. Each Requisition for amounts on deposit in the Project Fund shall state: (1) the number of the Requisition, (2) the amount to be

disbursed and the sources of such disbursement, (3) that each obligation described therein is a Cost of the Development, has been properly incurred and has not been the basis for any previous disbursement, and (4) that the expenditure of such disbursement when added to all previous disbursements will result in not less than 95% of all disbursements from proceeds of the Bonds having been used to pay or reimburse the Borrower for Qualified Project Costs. The Borrower shall submit the Requisitions to the Trustee for payment. Approved Requisitions may be submitted to the Trustee by electronic means and shall not include accompanying supporting materials.
The amounts deposited into the Project Fund may be disbursed by the Trustee only in accordance with Section 6.02 of the Indenture, including delivery of the closing memorandum and/or a written Requisition of the Borrower satisfying the requirements of this Section 5.08 and Section 6.02 of the Indenture.
On the Closing Date, the Borrower shall complete, execute and deliver to the Trustee a Requisition for disbursement of amounts on deposit in the Costs of Issuance Fund to pay Costs of Issuance. Each Requisition shall be signed on behalf of the Borrower and shall be in the form set forth on Exhibit C-2 to the Indenture.
Section 5.09. Covenant with Bondholders.
The Issuer and the Borrower agree that this Agreement is executed and delivered in part to induce the purchase by others of the Bonds and, accordingly, all covenants and agreements of the Issuer and the Borrower contained in this Agreement are hereby declared to be for the benefit of the Trustee and the Holders of the Bonds from time to time. Notwithstanding the foregoing, the Bondholder’s rights to enforce this provision of this Agreement are governed by the terms of the Indenture.
Section 5.10. Covenant to Provide Ongoing Disclosure.
The Borrower shall enter into a written undertaking for the benefit of the Holders to provide for the continuing disclosure of information about the Bonds, the Borrower and other matters as may be required to cause compliance with the Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). Failure of the Borrower to comply with the Rule shall not be a default under the Indenture, this Loan Agreement or any of the other Bond Documents; provided, however, the Borrower acknowledges that the Issuer, the Trustee or any Bondholder shall be entitled to bring an action for specific performance to cause the Borrower to comply with the covenant set forth in this section.
Section 5.11. Borrower Receipt of Insurance or Condemnation Proceeds.
In the event the Borrower receives any proceeds of insurance or any condemnation awards with respect to the Development from a party other than the Trustee, the Borrower shall promptly upon receipt remit all such insurance proceeds or condemnation awards to the Lender for deposit and application in accordance with the Lender Disbursement Agreement.

Section 5.12. Reporting Requirements of the Borrower.
The Borrower will furnish to the Issuer and agencies of the State such periodic reports or statements as are required under the Act, or as such agencies may otherwise reasonably require of the Issuer or Borrower throughout the term of this Agreement.
Pursuant to Florida Statutes, Section 119.0701(2), the Borrower is required to comply with public records laws, specifically to:
Keep and maintain public records (as defined in Florida Statutes, Section 119.011) that ordinarily and necessarily would be required by the Issuer in order to perform the service.
Provide the public with access to public records on the same terms and conditions that the Issuer would provide the records and at a cost that does not exceed the cost provided by Florida Statutes, Chapter 119, or as otherwise provided by law.
Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.
Meet all requirements for retaining public records and transfer, at no cost, to the Issuer all public records in possession of the Trustee upon termination of the Indenture and destroy any duplicate public records that are confidential or otherwise exempt from public records disclosure requirements. All records stored electronically must be provided to the Issuer in a format that is compatible with the information technology systems of the Issuer.
Section 5.13. Indenture.
The provisions of the Indenture concerning the Bonds and other matters therein are an integral part of the terms and conditions of the Loan, and this Agreement shall constitute conclusive evidence of approval of the Indenture by the Borrower to the extent it relates to the Borrower. Additionally, the Borrower agrees that, whenever the Indenture by its terms imposes a duty or obligation upon the Borrower, such duty or obligation shall be binding upon the Borrower to the same extent as if the Borrower were an express party to the Indenture, and the Borrower agrees to carry out and perform all of its obligations under the Indenture as fully as if the Borrower were a party to the Indenture.
Section 5.14. Financial Information.
The Borrower agrees that it will have the books and records of the Borrower audited annually by an independent certified public accountant as soon as practicable after the close of each fiscal year of the Borrower, and will furnish within 120 days after the end of each fiscal year to the Issuer and the Trustee commencing in the fiscal year in which the rehabilitation of the Development is complete a copy of the audit report certified by such Accountant and prepared in accordance with generally accepted accounting principles, which report shall include calculations of the availability of funds for distributions and disclose the amount of General Partner and other partner distributions for the preceding year. The Borrower and the Issuer acknowledge that the Trustee shall have no obligations under this Section 5.14 other than to receive such statements and, if requested, to furnish such statements to Bondholders.

Section 5.15. Tax Credit Requirement.
Notwithstanding anything to the contrary set forth in the Documents, including, without limitation, IRS Form 8038 completed at the time of issuance of the Bonds, all of the Bond proceeds shall, for federal income tax purposes, be (1) allocated on a pro rata basis to each building in the Development, and (2) used exclusively to pay costs of acquisition, rehabilitation and equipping of the Development which are includable in the aggregate basis of any building and the land on which the building is located (“Eligible Costs”) in a manner such that each building satisfies the requirement of Section 42(h)(4)(B) of the Code. Accordingly, no Bond proceeds will be used to pay any of the Costs of Issuance for the Bonds or to fund any reserve account other than the Proceeds Account of the Project Fund or an account to be used to pay Eligible Costs. The Issuer, the Trustee and the Borrower each acknowledge that the Borrower intends to cause the Development to satisfy the requirements necessary for low-income housing tax credit (“Tax Credit”) pursuant to Section 42 of the Code. In the event that any of the restrictions described in this Agreement conflict with any Tax Credit requirements imposed by Section 42 of the Code or any Tax Credit requirements imposed by the Issuer, the Trustee and the Borrower each agree that the more restrictive requirements shall control. The provisions of this Section 5.15 are for the benefit of the Borrower and neither the Trustee nor the Issuer shall have any obligation to enforce this Section 5.15 nor shall they incur any liability to any Person, including without limitation, the Borrower, the General Partner and any other affiliate of the Borrower or the Holders of the Bonds for any failure to meet the requirements of this Section 5.15; and provided further, failure to comply with this Section 5.15 shall not constitute a default or Event of Default under this Agreement.
Section 5.16. Brokers and Financial Advisors.
The Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with this Loan, other than those disclosed to the Issuer and the Lender and whose fees shall be paid by the Borrower pursuant to a separate agreement. The Borrower and the Lender shall indemnify and hold the other harmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any person that such person acted on behalf of the indemnifying party in connection with the transactions contemplated herein. The provisions of this Section 5.16 shall survive the expiration and termination of this Agreement and the repayment of the Borrower’s Obligations.
Section 5.17. Trial by Jury.
The Borrower hereby agrees not to elect a trial by jury of any issue triable of right by a jury, and waives any right to trial by jury fully to the extent that any such right shall hereafter exist with regard to the Documents, or any claim, counterclaim or other action arising in connection therewith. This waiver of right to trial by jury is given knowingly and voluntarily by the Borrower, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. The Trustee is hereby authorized to file a copy of this paragraph in any proceeding as conclusive evidence of this waiver by the Borrower. This Section in no way affects the right of the Issuer to elect a trial by jury.

Section 5.18. Issuer, Trustee and Lender Not in Control; No Partnership.
None of the covenants or other provisions contained in this Loan Agreement shall, or shall be deemed to, give the Issuer, the Trustee or the Lender the right or power to exercise control over the affairs or management of the Borrower, the power of the Issuer, the Trustee and the Lender being limited to the rights to exercise the remedies referred to in the Documents. The relationship between the Borrower and the Issuer, the Trustee, the Lender and the Bondholders is, and at all times shall remain, solely that of debtor and creditor. No covenant or provision of the Documents is intended, nor shall be deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between the Borrower and the Issuer, the Trustee, the Lender or any Bondholder or to create an equity interest in the Development in the Issuer, the Trustee, the Lender or any Bondholder. Neither the Issuer, the Trustee, the Lender nor any Bondholder undertakes or assumes any responsibility or duty to the Borrower or to any other person with respect to the Development, except as expressly provided in the Documents; and notwithstanding any other provision of the Documents: (1) the Issuer, the Trustee and the Bondholders are not, and shall not be construed as, a partner, joint venture, alter ego, manager, controlling person or other business associate or participant of any kind of the Borrower or its stockholders, members or partners and the Issuer, the Trustee and the Bondholders do not intend to ever assume such status;
(2) the Issuer, the Trustee and the Bondholders shall in no event be liable for any of the Borrower’s Obligations, expenses or losses incurred or sustained by the Borrower; and (3) the Issuer, the Trustee and the Bondholders shall not be deemed responsible for or a participant in any acts, omissions or decision to the Borrower or its stockholders, members or partners. The Issuer, the Trustee, the Bondholders and the Borrower disclaim any intention to create a partnership, joint venture, agency or common interest in profits or income between the Issuer, the Trustee, the Bondholders and the Borrower or to create an equity interest in the Development of the Issuer, the Trustee or the Bondholders, or any sharing of liabilities, losses, costs or expenses.

ARTICLE VI
RESTRICTION ON TRANSFER; ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION
Section 6.01. Restriction on Transfer.
In the event the Borrower intends to sell, lease (except to the tenants who will occupy units in the Development), sublease or otherwise materially encumber the whole of or any part of the Development or sell, assign or otherwise, except as otherwise provided herein, transfer any interest in the Borrower except as otherwise provided in Section 6.01(e) hereof (a “transfer”), it shall (i) apply to the Issuer for consent to transfer, provided that consent of the Issuer shall not be unreasonably withheld, conditioned or delayed with respect to any transfer which is subject to the approval of the Issuer pursuant to this Section 6.01 and (ii) comply with the provisions of the Land Use Restriction Agreement restricting any such transfer.
In addition, in connection with a proposed transfer, the Borrower and any transferee shall comply with all applicable provisions of the laws and regulations of the State in effect at that time regarding notice to tenants, and tenants’ rights generally, including, specifically, the right of

first refusal, or any successor legislation thereto. The transferee shall expressly assume the Borrower’s duties and obligations under this Agreement and any other Documents to which the Borrower is a party in writing simultaneously with any approved transfer as set forth in this Section 6.01. The Borrower shall make available to the Trustee and the Issuer copies of any documents reflecting an amendment to partnership interests in the Borrower or other organizational documents relating to the sale or other transfer of assets of the Borrower.
Except as otherwise provided for herein or in the Partnership Agreement, the Borrower will not, directly or indirectly, by operation of law or otherwise, sell, assign, grant a deed of trust, pledge, hypothecate, transfer or otherwise dispose of the Development or any interest in the Development, and will not encumber, alienate, hypothecate, grant a security interest in or grant any other ownership or control interest whatsoever in the Development, in the leases or in the rents, issues and profits therefrom, other than in connection with the First Mortgage, the Second Mortgage or the Bridge Loan.
Except as otherwise provided for herein, no interest in the Borrower and no ownership interest in the General Partner may be sold, conveyed, transferred, assigned, pledged or otherwise transferred, in whole or in part, directly or indirectly, by operation of law or otherwise.
Notwithstanding anything to the contrary contained in the subsections above or otherwise in the Borrower Documents, each of the following transactions are hereby deemed to be expressly permitted hereunder and shall not require any further consent of the Issuer, and Borrower may amend its Partnership Agreement in order to effectuate any permitted transfers as set forth in this Section 6.01 or in any of the other Borrower Documents, or make any other non-material changes:
Issuance of partnership interests in the Borrower equal to 99.99% of the profits, losses, credits, distributions and other interests in the Borrower to the Investor Limited Partner;
The transfer by the Investor Limited Partner of all or any portion of its partnership interest in the Borrower to (A) any other entity which is an affiliate of the Investor Limited Partner or its members, (B) any other entity which is controlled by, or under common control with, Truist Community Capital, LLC (the “Investor Sponsor”), or
(C) an entity that is sponsored by Investor Sponsor; (D) upon the expiration of the tax credit compliance period, the transfer of the interests of the Investor Limited Partner in the Borrower to the General Partner or any of its affiliates or (E) transfers in connection with that certain Purchase Option Agreement; and
The pledge and encumbrance of the partnership interests in the Borrower of the Investor Limited Partner to or for the benefit of any financial institution which enables the Investor Limited Partner to make its capital contributions to Borrower and any subsequent realization by any such lender upon the interests of the Investor Limited Partner in the Borrower.
The removal of the General Partner by an affiliate of the Investor Limited Partner pursuant to the terms of the Partnership Agreement of the Borrower and the

replacement of the General Partner with the Investor Limited Partner or an affiliate of the Investor Limited Partner including a special partner of Borrower;
The transfer of interests in the Borrower so long as the General Partner on the date hereof retains a controlling interest in the Borrower;
The pledge and encumbrance of the partnership interest of the General Partner in the Borrower in accordance with the terms of the Partnership Agreement and the Land Use Restriction Agreement;
The indirect transfer by the Investor Limited Partner or an affiliate of the Investor Limited Partner of all or any portion of its partnership interest in the Borrower so long as an entity which is controlled by, or under common control with, the Investor Sponsor retains a controlling interest in the Investor Limited Partner;
The pledge and encumbrance of the partnership interest of the General Partner in the Borrower in accordance with the terms of the Bridge Loan documents;
The removal of the General Partner by the Bridge Lender pursuant to the terms of the Bridge Loan documents and the replacement of the General Partner with the Bridge Lender or a designee of the Bridge Lender;
The transfer of membership interests in the General Partner to any affiliate of its members, so long as there is no change in manager or control of the General Partner; and
a transfer of membership interest in the Investor Limited Partner.
The Borrower will not become a party to any merger or consolidation, or agree to effect any asset acquisition or stock acquisition.
The Borrower will not convert the ownership of the Development into condominium or cooperative housing corporation form of ownership other than a limited equity cooperative that is a qualified cooperative housing corporation as defined in Section 143(k)(9) of the Code.
The Borrower will not seek the dissolution or winding up, in whole or in part, of the Borrower or voluntarily file, or consent to the filing of, a petition for bankruptcy, reorganization, or assignment for the benefit of creditors or similar proceedings.
The Borrower will not enter into any arrangement, directly or indirectly, whereby the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower intends to use for substantially the same purpose as the property being sold or transferred without the prior written consent of the Issuer in its sole and absolute discretion.
The Borrower will not take any action that would adversely affect the exclusion of interest on the Bonds from gross income, for purposes of federal income taxation nor omit or fail

to take any action required to maintain the exclusion of interest on the Bonds from gross income, for purposes of federal income taxation.
[Reserved].
This Agreement may not be sold, transferred or otherwise disposed of by the Borrower without the prior written consent of the Issuer (which consent shall be within the reasonable discretion of the Issuer), subject to each of the following conditions:
No such assignment will relieve the Borrower from primary liability for any of its obligations hereunder (unless the Issuer agrees in writing to release the Borrower) and in the event of any such assignment, the Borrower will continue to remain primarily liable for payment of its obligations hereunder and for performance and observance of the other covenants and agreements on its part herein provided.
No such assignment will, in the opinion of Bond Counsel (all such expenses related to such opinion shall be paid by the Borrower), adversely affect the excludability of interest on the Bonds from gross income for purposes of federal income taxation.
The assignee will assume in writing the obligations of the Borrower hereunder and under the Land Use Restriction Agreement to the extent of the interest assigned in a form acceptable to the Issuer (the “Assumption Agreement”).
Prior to any such assignment, the Borrower will, furnish or cause to be furnished to the Issuer and the Trustee an executed original of the Assumption Agreement.
Section 6.02. Indemnification by Borrower.
The Borrower’s Obligations. The Borrower releases the Issuer, the Trustee, the Issuer Servicer and their respective officers, directors, agents, officials, employees (and as to the Issuer, members of its governing board) and any person who controls the Issuer or the Trustee (only in its capacity as Trustee and not for the benefit of Bondholders), within the meaning of the Securities Act of 1933, from, and covenants and agrees to indemnify, hold harmless and defend the Issuer and the Trustee (individually and not for the benefit of the Bondholders), and their respective officers, directors, employees, agents, officials (and as to the Issuer, members of its governing board) and any person who controls such party within the meaning of the Securities Act of 1933 and employees and each of them (each an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against, any and all losses, claims, damages, demands, liabilities and expenses (including but not limited to, reasonable attorneys’ fees and expenses, whether or not suit is brought and whether incurred in settlement negotiations, investigations of claims, at trial, on appeal or otherwise), litigation and court costs, taxes, amounts paid in settlement, amounts paid to discharge judgments, causes of action, suits, claims, demands and judgments of any nature, joint or several, by or on behalf of any person directly or indirectly resulting from, arising out of or related to:
the approval of financing for the Development or the making of the Loan;

the issuance and sale, resale or remarketing of any Bonds or any certifications or representations made by the Borrower, or its affiliates, in connection therewith, including, but not limited to, any (A) statement or information made by the Borrower with respect to the Borrower or the Development in any offering document or materials regarding the Bonds, the Development or the Borrower or in the Proceeds Certificate of the Borrower or in any other certificate executed by the Borrower which, at the time made, is misleading, untrue or incorrect in any material respect, (B) untrue statement or alleged untrue statement of a material fact relating to the Borrower or the Development which is made or approved by Borrower contained in any offering material relating to the sale of the Bonds, as from time to time amended or supplemented, or arising out of or based upon the omission or alleged omission to state in such offering material a material fact relating to the Borrower or the Development required to be stated in such offering material or necessary in order to make the statements in such offering material not misleading, (C) failure to properly register or otherwise qualify the sale of the Bonds or failure to comply with any licensing or other law or regulation which would affect the manner in which or to whom the Bonds could be sold;
the Borrower’s failure to comply with any requirement of this Loan Agreement, the Land Use Restriction Agreement or any of the Bond Documents or Loan Documents other than the payment of the principal of and interest on the Bonds;
the interpretation, performance, enforcement, breach, default or amendment of the Bond Documents, the Loan Documents or any other documents relating to the Development or the Bonds or in connection with any federal or state tax audit, securities investigation, or any questions or other matters arising under such documents;
any act or omission of the Borrower or any of its agents, servants, employees or licensees in connection with the Loan or the Development, including violation of any law (including specifically, environmental laws whether related to a toxic substance or otherwise), ordinance, court order or regulation affecting the Development or any part of it or the ownership, occupancy or use of the Development;
any damage or injury, actual or claimed, of whatsoever kind, cause or character, to the Development (including loss of use of property) or persons, occurring or allegedly occurring in, on or about the Development or arising out of any action or inaction of the Borrower or any of its agents, servants, employees or licensees, whether or not related to the Development, or resulting from the acquisition, construction, design, equipping, repair, operation, use or management of all or any part of the Development;
the Trustee’s acceptance or administration of the trusts created by, and the exercise of its powers or duties under, the Indenture or under this Loan Agreement, the Land Use Restriction Agreement, or any other agreements in connection with such agreements to which it is a party;
to the extent not mentioned in any of the preceding subsections, any cause whatsoever in connection with transactions provided for in this Loan Agreement and the other Loan Documents and Bond Documents or otherwise in connection with the

Development, the Bonds or the execution or amendment of any document relating to the Bonds or the Development;
any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Development;
taxes, charges, assessments, fees, excises and levies imposed upon Issuer or Trustee by reason of its interest in, or measured by amounts payable under, or the payment of which is a condition to the enforceability of, any of the Bond Documents, and any and all stamp taxes and other taxes required to be paid hereon or thereon; and
any and all claims arising in connection with the operation of the Development, or the conditions, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the acquisition, rehabilitation or equipping of, the Development or any part of it, including, but not limited to, the Americans with Disabilities Act (as evidenced by an architect’s certificate to such effect).
Scope of Indemnification. This indemnification shall not be affected by any investigation by or on behalf of the Trustee or the Issuer or by any information the Trustee or the Issuer may have or obtain with respect thereof. This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim, or proceeding brought with respect to such claim to the fullest extent permitted by law (i) with respect to the Issuer and its Indemnified Parties, notwithstanding negligence, willful misconduct or fraud on the part of the Issuer and its Indemnified Parties, and
(ii) except in the case of the foregoing indemnification of the Issuer or any of its Indemnified Parties, except to the extent such damages are caused by the gross negligence or willful misconduct of such Person. The indemnification provided in this Article VI is in addition to, and not in substitution of, the indemnification provisions in other documents executed and delivered in connection with the making of the Loan and the issuance of the Bonds.
Defense of Claims. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Loan Agreement, the Borrower, upon written notice from the Indemnified Party, will assume the investigation and defense of the action or proceeding, including the engagement of counsel selected by the Borrower, subject to the approval of the Indemnified Party in such party’s sole discretion, and shall assume the payment of all expenses related to the action or proceeding, with full power to litigate, compromise or settle the same in its sole discretion, provided, however, that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to engage separate counsel in any such action or proceeding and participate in the investigation and defense of such action or proceeding, and the Borrower shall pay the reasonable fees and expenses of such separate counsel if (i) the Indemnified Party determines that a conflict exists between the interests of the Indemnified Party and the interests of the Borrower, or (ii) such separate counsel is engaged with the approval of the Borrower, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding at the Borrower’s expense if the Borrower fails to assume the defense of such Indemnified Party.  The Borrower shall not be liable for any settlement

obtained without the Borrower’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Borrower’s Continuing Obligations. Notwithstanding any transfer of the Development to another owner in accordance with the Land Use Restriction Agreement, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section 6.02 for all matters arising prior to such transfer, and, as a condition to the release of the transferor on and after the transfer date, the Issuer must consent to the transfer, which consent shall not be unreasonably withheld, conditioned or delayed, and the transferee must assume the obligations of the Borrower under this Section 6.02 and the other Borrower Documents on and after the transfer date. Each Indemnified Party’s rights under this Loan Agreement shall survive the termination of this Loan Agreement, the payment of the Loan and the payment or defeasance of the Bonds.
All amounts payable to the Issuer under this Loan Agreement shall be deemed to be fees and expenses payable to the Issuer for the purposes of the provisions of this Loan Agreement, and of the Indenture dealing with assignment of the Issuer’s rights under this Loan Agreement. The Issuer and its members, officers, agents, employees and their successors and assigns shall not be liable to the Borrower for any reason.
Any provision of this Loan Agreement or any other instrument or document executed and delivered in connection therewith to the contrary notwithstanding, the Issuer retains the right to
(i) enforce any applicable federal or State law or regulation or resolution of the Issuer, and
(ii) enforce any rights accorded to the Issuer by federal or State law or regulation of the Issuer, and nothing in this Loan Agreement shall be construed as an express or implied waiver thereof. The obligations of the Borrower under this Section are joint and several, and the indemnifications provided by the Borrower shall survive the termination of this Loan Agreement and the satisfaction of the Note, and the resignation or removal of the Trustee.
Section 6.03. The Issuer to Grant Security Interest to Trustee.
The parties hereto agree that pursuant to the Indenture, the Issuer shall assign to the Trustee, in order to secure payment of the Bonds, all of the Issuer’s right, title and interest in and to this Agreement and the Note, except for Unassigned Rights of the Issuer. The Issuer retains the right to enforce any or all of the Unassigned Rights, and may take independent action to so enforce such Unassigned Rights.

ARTICLE VII DEFAULTS AND REMEDIES
Section 7.01. Defaults Defined.
The following shall be “Defaults” under this Agreement and the term “Default” shall mean, whenever it is used in this Agreement, any one or more of the following events:
Failure by the Borrower to pay any amount required to be paid under subsection (a) or (b) of Section 4.02 and Section 4.03 hereof.

Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed herein other than as referred to in subsection (a) of this Section or failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Tax Certificates, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, will have been given to the Borrower by the Issuer or the Trustee; provided, with respect to any such failure covered by this subsection (b), no event of default will be deemed to have occurred so long as a course of action adequate to remedy such failure will have been commenced within such 60 day period and will thereafter be diligently prosecuted to completion and the failure will be remedied thereby.
The dissolution or liquidation of the Borrower, or the voluntary initiation by the Borrower of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Borrower of any such proceeding which shall remain undismissed for ninety
(90) days, or failure by the Borrower to promptly have discharged any execution, garnishment or attachment of such consequence as would impair the ability of the Borrower to carry on its operations at the Development, or assignment by the Borrower for the benefit of creditors, or the entry by the Borrower into an agreement of composition with its creditors or the failure generally by the Borrower to pay its debts as they become due.
The occurrence and continuance of an Event of Default under the Indenture.
The provisions of subsection (b) of this Section are subject to the following limitation: if by reason of force majeure it is impossible for the Borrower in whole or in part, despite its best efforts, to carry out any of its agreements contained herein (other than its obligations contained in Article IV hereof), the Borrower shall not be deemed in Default during the continuance of such inability. Such force majeure event does not affect any obligations of the Borrower other than the timing of performance of such obligations. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or of any of their departments, agencies or officials, or of any civil or military authority; insurrections; riots; terrorism; landslides; earthquakes; fires; storms; droughts; floods; hurricanes; or explosions; not reasonably within the control of the Borrower. The Borrower agrees, however, to use its best efforts to remedy with all reasonable dispatch the cause or causes preventing the Borrower from carrying out its agreement.
Section 7.02. Remedies on Default.
A copy of any notice of default provided to Borrower under any of the Borrower Documents shall also be provided to Investor Limited Partner and the Lender. Whenever any Default referred to in Section 7.01 hereof shall have happened and be continuing beyond the expiration of any applicable cure period, the Trustee, or the Issuer (in the event the Trustee fails to act), may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Note, the Land Use Restriction Agreement or any other Document in the event of default thereunder. Any amounts collected pursuant to action taken under this Section shall be paid into the Collateral Fund.

Section 7.03. No Remedy Exclusive.
Subject to Section 10.01 of the Indenture, no remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power nor shall it be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be required in this Article. Such rights and remedies as are given to the Issuer hereunder shall also extend to the Trustee, and the Trustee and the Holders of the Bonds, subject to the provisions of the Indenture, including, but not limited to the Unassigned Rights of the Issuer, shall be entitled to the benefit of all covenants and agreements herein contained.
Section 7.04. Payment of Attorneys’ Fees and Expenses.
If any party to this Agreement takes any action to enforce its rights hereunder, then the prevailing party to such action may recover from the other party all of such prevailing party’s costs incurred in bringing or defending such action, as the case may be, including (without limitation) reasonable attorneys’ fees and costs of appeals.
Section 7.05. No Additional Waiver Implied by One Waiver.
In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.
Section 7.06. Right to Cure.
Notwithstanding anything to the contrary herein or otherwise in the Borrower Documents, if the Borrower shall, for whatever reason, at any time fail to pay any amount or perform any act which it is obligated to pay or perform under any of the Borrower Documents and, as a result, a default or event of default occurs or may occur thereunder, the Investor Limited Partner shall receive a notice of any such events under the Borrower Documents and shall have the right to perform such act or pay such amount on behalf of the Borrower and thereby cure or prevent such default or event of default, provided such default or event of default is cured within any applicable cure period or grace period provided to the Borrower herein or otherwise in the Borrower Documents. Any cure of any event of default by the Investor Limited Partner under the Borrower Documents shall be deemed a cure by Borrower thereunder.
Section 7.07. No Interference or Impairment of Lender Loans.
Notwithstanding anything herein to the contrary, none of the Issuer, the Trustee nor any other person shall:

initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Lender Loans; or
interfere with or attempt to interfere with or influence the exercise by the Lender of any of its rights under the Lender Loans, including, without limitation, the Lender remedial rights under the Lender Loans upon the occurrence of an event of default by the Borrower under the Lender Loans.
The foregoing prohibitions and limitations shall not be construed to affect the Unassigned Rights of the Issuer or to limit the rights of the Issuer to enforce its rights against the Borrower under the indemnification provisions of this Agreement so long as it does not cause the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future.
Notwithstanding anything in this Agreement to the contrary, any right of the Issuer or the Trustee to take any action at law or in equity to enforce the obligations, covenants and agreements of the Borrower under this Agreement which includes any claim for indemnification, damages or any other monetary obligation sought to be enforced shall be subject and subordinate in all respects to the repayment in full of all amounts due under the Lender Loan Documents.
No subsequent owner of the Development shall be liable or obligated for the breach or default of any obligation of any prior Borrower unless specifically assumed in writing by a subsequent Borrower, including, but not limited to, any payment or indemnification obligation. Such obligations shall be personal to the person who was the Borrower at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned by the default or breach even after such person ceases to be the Borrower with regards the Development.
Promptly upon determining that an Event of Default of this Agreement has occurred, the Issuer or the Trustee shall, by notice in writing to the Lender, inform the Lender that such Event of Default has occurred, the nature of such Event of Default and that such Event of Default has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; notwithstanding the occurrence of such Event of Default, neither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Lender Loans or to foreclose on the Lender Mortgages.

ARTICLE VIII HAZARDOUS MATERIALS
Section 8.01. Representation and Warranty Regarding Hazardous Materials.
Before signing this Loan Agreement, the Borrower engaged qualified professionals to research and inquire into the previous uses and owners of the Development and prepare the reports and studies described in Exhibit C attached hereto, each of which (collectively, the “Hazardous

Materials Reports”) has been delivered to the Investor Limited Partner and the Issuer. Based solely on that due diligence, the Borrower represents and warrants that, except as Borrower has disclosed to Investor Limited Partner and the Issuer in writing or in the Hazardous Materials Reports prior to the execution of this Loan Agreement, to the best of Borrower’s knowledge, (i) no Hazardous Materials have been disposed of, or released to or from, or otherwise now exists in, on, under or around the Development at a level of concentration that results in the Hazardous Materials being subject to regulation, control, removal or restriction by any governmental agency under any law, regulation or ordinance, and (ii) no aboveground or underground storage tanks are now or have ever been located on or under the Development. Notwithstanding anything to the contrary, disclosure to the Issuer of any Hazardous Materials located at the Development prior to the Closing Date shall in no way release the Borrower from its indemnification obligations provided in this Agreement or in the Environmental Indemnity (the provisions of which are in addition to the provisions set forth in this Article VIII).
Section 8.02. Compliance Regarding Hazardous Substances.
Borrower has complied, will comply, and will use commercially reasonable efforts to cause all tenants and any other persons who may come upon the Development to comply, with all federal, state and local laws, regulations and ordinances governing or applicable to Hazardous Materials, including those requiring disclosures to prospective and actual buyers or tenants of all or any portion of the Development. The Borrower will not install or allow to be installed any aboveground or additional underground storage tanks on the Development without the prior written approval of the Issuer. The Borrower must comply with the reasonable recommendations of any qualified environmental engineer or other expert engaged by the Borrower, the Issuer or the Investor Limited Partner with respect to the Development.
Section 8.03. Notices Regarding Hazardous Substances.
The Borrower must promptly notify the Investor Limited Partner and the Issuer in writing
(i) if it has actual knowledge that there may be any Hazardous Materials in or around any part of the Development, any improvements constructed on the Development, or the soil, groundwater or soil vapor on or under the Development at a level of concentration that results in the Hazardous Materials being subject to regulation, control, removal or restriction by any governmental agency under any law, regulation or ordinance, or that the Borrower or the Development may be subject to any threatened or pending investigation by any governmental agency under any law, regulation or ordinance pertaining to any Hazardous Materials, and (ii) of any claim made or threatened in writing by any person, other than a governmental agency, against the Borrower arising out of or resulting from any Hazardous Substance being present or released in, on or around any part of the Development, any improvements constructed on the Development or the soil, groundwater or soil vapor on or under the Development (any of the matters described in clauses (i) and (ii) above is a “Hazardous Materials Claim”).
Section 8.04. Remedial Work.
The Borrower must promptly undertake any and all remedial work (“Remedial Work”) in response to Hazardous Materials Claims to the extent required by governmental agency or agencies involved, or to comply with the reasonable recommendations set forth in any written

environmental assessment report prepared by a third party engineer retained by the Investor Limited Partner or the Issuer or in the Hazardous Materials Report attached hereto as Exhibit C, if such standard requires a higher degree of remediation, and in all events to minimize any impairment to Trustee’s security under the Loan Documents. All Remedial Work must be conducted (i) in a diligent and timely fashion by licensed contractors acting under the supervision of a consulting environmental engineer; (ii) pursuant to a detailed written plan for the Remedial Work approved by all public or private agencies or persons with a legal or contractual right to such approval; (iii) with insurance coverage pertaining to liabilities arising out of the Remedial Work as is then customarily maintained with respect to such activities; and (iv) only following receipt of any required permits, licenses or approvals. The selection of the Remedial Work contractors and consulting environmental engineer, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to Remedial Work and the written plan for the Remedial Work (and any changes thereto) is subject to the prior written approval of the Investor Limited Partner and the Issuer, which approval may not be unreasonably withheld or delayed.
Section 8.05. Indemnity Regarding Hazardous Substances.
The Borrower indemnifies, defends and holds each of the Issuer Indemnified Parties and the Trustee Indemnified Parties harmless from and against any and all costs directly or indirectly arising out of or resulting from any Hazardous Materials being present or released in, on or around any part of the Development, or in the soil, groundwater or soil vapor on or under the Development (collectively, “Indemnified Costs”), arising out of or as a result of events prior to the later of the full and final payment of the Bonds or before the date of a transfer of the Development, as applicable, including:
any claim for such Indemnified Costs asserted against any the Issuer Indemnified Party or the Trustee by any federal, state or local governmental agency, including the United States Environmental Protection Agency and all of the environmental regulatory authorities of the State, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an “owner” or “operator” of the Development under any law relating to Hazardous Materials; and
any claim for such Indemnified Costs asserted against any the Issuer Indemnified Party by any person other than a governmental agency, including (i) any person who may purchase or lease all or any portion of the Development from Borrower, from any Indemnified Party or from any other purchaser or lessee, (ii) any person who may at any time have any interest in all or any portion of the Development, (iii) any person who may at any time be responsible for any cleanup costs or other Indemnified Party relating to the Development, and (iv) any person claiming to have been injured in any way as a result of exposure to any Hazardous Materials; and
any Indemnified Costs incurred by any the Issuer Indemnified Party in the exercise by the Issuer Indemnified Party of its rights and remedies under this Loan Agreement; and
any Indemnified Costs incurred by any the Issuer Indemnified Party as a result of currently existing conditions in, on or around the Development, whether known or unknown by the Borrower or the Issuer Indemnified Party at the time this Loan Agreement is executed, or attributable to the acts or omissions of the Borrower, any of the Borrower’s tenants, or any other

person in, on or around the Development with the consent or under the direction of the Borrower; and
any Indemnified Costs incurred by any Indemnified Party as a result of the deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in on or from the Development of Hazardous Materials or the violation or alleged violation of any Hazardous Materials Law or official interpretation thereof in connection with the Development or the land on which it is located.
The obligations of the Borrower under this Section are joint and several, and are in addition to and shall not be limited by the provisions of Section 9.03 hereof and shall survive the termination of this Agreement and the resignation or removal of the Trustee.
Section 8.06. Defense of Indemnified Parties.
Upon demand by any the Issuer Indemnified Party, the Borrower must defend any investigation, action or proceeding involving any Indemnified Costs that is brought or commenced against any of the Issuer Indemnified Parties, whether alone or together with Borrower or any other person, all at the Borrower’s own cost and by counsel approved by such Indemnified Party. In the alternative, any Indemnified Party may elect to conduct its own defense at the Borrower’s expense.

ARTICLE IX MISCELLANEOUS
Section 9.01. Term of Agreement.
This Agreement shall remain in full force and effect from the date hereof until such time as all of the Bonds and all amounts payable hereunder and under the Indenture shall have been fully paid or provision made for such payments, whichever is later, provided, that the provisions of Sections 3.08, 6.02, 7.04 and Article VIII hereof shall survive termination of this Agreement.
Section 9.02. Notices; Publication of Notice.
All notices, advice, certifications or other communications hereunder between the Issuer and the Borrower shall be sufficiently given and shall be deemed given when delivered by hand or overnight courier, or mailed by certified or registered mail, postage prepaid, return receipt requested, or transmitted by electronic means (including, without limitation, facsimile transmission) addressed to the appropriate Notice Address. The Issuer, the Borrower or the Investor Limited Partner may, by notice given hereunder, designate any further or different addresses to which subsequent notices, advice, certifications or other communications shall be sent. Notices to persons other than the Issuer, the Borrower or the Investor Limited Partner (such as, for example, notices to owners of Bonds) shall be governed by the other applicable provisions of the Indenture.
Whenever the Issuer or the Borrower is required or permitted to give or publish notice of any event or occurrence under this Agreement, such notice shall be given or published in

such manner and by such means as the Issuer or the Borrower, as the case may be, shall determine to be appropriate. Such publication may be by (but is not limited to) any of the following means:
(1) publication in one or more newspapers or trade journals selected by the Issuer or the Borrower, as the case may be; (2) publication by or through one or more financial information reporting services; (3) delivery to the Municipal Securities Rulemaking Board’s EMMA System or any successor repository or entity fulfilling a substantially similar or like role; or (4) by mailing a copy of such notice by first class mail, postage prepaid, to the person entitled to receive the notice at such person’s address as shown on the records of the Issuer or the Borrower.
Section 9.03. Nonrecourse Liability of Borrower.
From and after the date of this Agreement, (i) the liability of the Borrower and the General Partner under this Agreement shall be limited to the Trust Estate, and such amounts as may be invested in accordance with Section 6.01 of the Indenture, and the Issuer and the Trustee shall look exclusively thereto or to such other security as may from time to time be given or have been given for payment of the Bonds, and any judgment rendered against the Borrower or the General Partner under this Agreement shall be limited to the Development and moneys derived from the operation of the Development, and any other security so given for satisfaction thereof; and (ii) no deficiency or other personal judgment shall be sought or rendered against the Borrower or the General Partner or their respective successors, transferees or assigns, in any action or proceeding arising out of this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing herein shall limit the Issuer’s or the Trustee’s ability to exercise any right or remedy with respect to any property pledged or granted to the Issuer or any trustee under this Agreement, or both, or to exercise any right against the Borrower or the General Partner, on account of any claim for fraud or deceit, and against any other person or entity on account of any claim for fraud or deceit. Notwithstanding anything herein to the contrary, nothing in this Section shall limit the rights of indemnification against the Borrower and the General Partner pursuant to Sections 4.03, 6.02 (other than any deemed obligation under Section 6.02 to repay the principal of or interest on the Loan), 8.05 and 8.06 hereof. Furthermore, notwithstanding anything to the contrary, the Borrower and the General Partner shall be fully liable for: (1) amounts payable to the Issuer constituting Unassigned Rights of the Issuer, (2) any amount due and owing as a result of any calculation or determination which may be required in connection with the Bonds for the purpose of complying with Section 148 of the Code (including rebate liability) or any applicable Treasury regulation, (3) payment of the Issuer Fee, and (4) the indemnification and the payment obligations to the Issuer under Sections 4.03, 6.02, 7.04, 8.05 and 8.06 hereof.
The limit on the Borrower’s and the General Partner’s liability set forth in this Section shall not, however, be construed, and is not intended to in any way, constitute a release, in whole or in part, of the indebtedness evidenced by this Agreement or a release, in whole or in part, or an impairment of the security interest, or in case of any default or enforcing any other right of the Issuer under this Agreement or to alter, limit or affect the liability of any person or party who may now or hereafter or prior hereto guarantee, or pledge, grant or assign its assets or collateral as security for, the obligations of the Borrower under this Agreement.
The provisions of this Section shall survive the termination of this Agreement.

Section 9.04. No Pecuniary Liability of the Issuer.
All obligations of the Issuer incurred under any of the Bond Documents shall be limited obligations of the Issuer, payable solely and only from the Trust Estate (as defined in the Indenture). The Bonds shall be payable solely from the Revenues (as defined in the Indenture) and other funds pledged under the Indenture for the payment of the Bonds, and no owner or owners of any of the Bonds shall ever have the right to compel any exercise of the taxing power of the State or any political subdivision or other public body of the State, nor to enforce the payment of the Bonds against any development of the Issuer, the State or any such political subdivision or other public body, except as provided in the Indenture. No member, officer, agent, director, employee, or attorney of the Issuer, including any person executing this Loan Agreement or the Indenture on behalf of the Issuer, shall be liable personally under this Loan Agreement or the Indenture for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on the Bonds, or for any claim based on the Bonds, or otherwise in respect of the Bonds, or based in or in respect of this Loan Agreement or any amendment to this Loan Agreement, against any member, officer, agent, director, employee or attorney of the Issuer, as such, of the Issuer or any successor whether by virtue of any constitution, statute or rule of law, or by enforcement of any assessment or penalty or otherwise; all such liability is, by acceptance of this Loan Agreement and as part of the consideration for the issuance of Bonds, expressly waived and released. The Issuer has no taxing power.
Section 9.05. Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon the Issuer, the Borrower, the Trustee, the Holders of Bonds and their respective successors and assigns.
Section 9.06. Severability.
In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 9.07. Amounts Remaining in Funds.
It is agreed by the parties hereto that any amounts remaining on deposit under the Indenture upon expiration or earlier termination of this Agreement, as provided in this Agreement, shall be used to pay the fees and expenses of the Trustee and the Issuer in accordance with the Indenture and any balance thereafter shall be paid to the Borrower pursuant to the provisions of the Indenture, subject to the requirement that such funds be disbursed to the Lender in the event of an assignment of the Lender Loans to HUD in connection with a mortgage insurance claim.
Section 9.08. Amendments, Changes and Modifications.
Subsequent to the issuance of the Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), and except as otherwise herein expressly provided, this Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the Trustee, in accordance with the provisions of the Indenture.

Section 9.09. Execution in Counterparts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 9.10. Applicable Law.
This Loan Agreement shall be governed exclusively by and construed in accordance with the internal laws of the State of Florida without regard to conflicts of laws principles, except to the extent that the laws of the United States of America may prevail.
Section 9.11. Captions.
The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement.
Section 9.12. Anti-Terrorism Laws.
Neither Borrower nor any affiliate of Borrower is in violation of any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority relating to terrorism or money laundering (collectively, an “Anti-Terrorism Law”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced and as may be in effect from time to time (“Executive Order No. 13224”) and the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “USA Patriot Act”) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
Neither Borrower nor any affiliate of Borrower, or to Borrower’s knowledge, any of its respective agents acting or benefiting in any capacity in connection with the loans, letters of credit or other transactions hereunder, is any of the following (each a “Blocked Person”):
a person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;
a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;
a person with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;
a person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at

its official website or any replacement website or other replacement official publication of such list; or
a person who is affiliated with a person listed above.
Upon Lender’s or Trustee’s request from time to time during the term of the Loan, Borrower shall certify in writing to Lender or Trustee, as applicable, that Borrower’s representations, warranties, covenants and obligations under this Section 9.12 remain true and correct and have not been breached. Borrower shall immediately notify Lender and Trustee in writing if any of such representations, warranties or covenants are no longer true or have been breached or if Borrower has a reasonable basis to believe that they may no longer be true or have been breached. In connection with such an event, Borrower shall comply with all legal requirements and directives of governmental authorities and, at Lender’s or Trustee’s request, provide to Lender and Trustee copies of all notices, reports and other communications exchanged with, or received from, governmental authorities relating to such an event. Borrower shall also reimburse Lender and Trustee any expenses incurred by Lender or Trustee in evaluating the effect of such an event on the Loan and Lender’s or Trustee’s interest in any collateral, in obtaining any necessary license from governmental authorities as may be necessary for Lender or Trustee to enforce its rights under the Documents, and in complying with all legal requirements applicable to lenders as the result of the existence of such an event and for any penalties or fines imposed upon Lender or Trustee as a result thereof.
Borrower is hereby notified that pursuant to the requirements of the USA Patriot Act, Lender and Trustee are required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender and Trustee to identify Borrower in accordance with the USA Patriot Act.
Section 9.13. Conflict with HUD-Insured Loan and HUD Regulations; Supremacy of Lender Mortgages and HUD Regulatory Agreement.
The provisions hereof are subordinate and subject to the National Housing Act, HUD and GNMA regulations, related administrative requirements, and the Lender Mortgages, Lender Borrower Notes (as defined in the Trust Indenture), the HUD Regulatory Agreements and the other Lender Loan Documents. In the event of any conflict between the provisions of this Agreement and the provisions of any applicable HUD regulations, Program Obligations (as defined in the Lender Loan Documents), GNMA statutory, regulatory or administrative requirements, or the Lender Loan Documents, the HUD regulations, Program Obligations (as defined in the Lender Loan Documents), the GNMA statutory, regulatory or administrative requirements, or the Lender Loan Documents, as applicable, shall control. Any ambiguity or inconsistency will be resolved in favor of, and pursuant to, the Program Obligations (as defined in the Lender Loan Documents), HUD and GNMA statutory, regulatory and administrative requirements and the terms of the Lender Loan Documents.
Enforcement of this Agreement will not result in any claim against the Development, the undisbursed proceeds of the Lender Loans (collectively, the “HUD-Insured Loan”), any reserve or deposit required by HUD in connection with the HUD-Insured Loan or the

rents or income from the Development (other than available Surplus Cash, as such term is defined in the HUD Regulatory Agreements or as otherwise permitted by HUD).
The Borrower shall not be deemed to be in violation of this Agreement if it shall take (or refrain from taking) any actions required (or prohibited) by HUD pursuant to the National Housing Act, applicable HUD (and Section 8, if applicable) Regulations and related administrative requirements or the Lender Loan Documents.
Any Project funds held by the Lender for or on behalf of the Borrower shall be maintained separate and apart from the funds established and held by the Trustee and the various escrows and funds, if any, under the Indenture.
No amendment to this Agreement shall conflict with the provisions of the National Housing Act, any applicable HUD regulations, related administrative requirements, the Lender Loan Documents, or any applicable GNMA regulations and related administrative requirements.
This Agreement shall not be construed to restrict or adversely affect the duties and obligations of the Lender under the contract of mortgage insurance between HUD and the Lender with respect to the Project.
None of the Issuer, the Trustee or any owner of the Bonds has or shall be entitled to assert any claim against the Development, the undisbursed HUD-Insured Loan proceeds, any reserves or deposits required by HUD in connection with the HUD-Insured Loan or the rents or deposits or other income of the property other than “Surplus Cash” as defined in the HUD Regulatory Agreements.
Nothing herein is intended to alter or conflict with the terms, conditions, and provisions of the HUD regulations, handbooks, administrative requirements, lender notices and the Program Obligations in effect at the time of HUD’s endorsement of the Lender Borrower Notes, or the documents required to be executed by the Borrower in connection with the endorsement of the Lender Borrower Notes; and to the extent that they do so, the HUD regulations, administrative requirements, handbooks, lender notices, Program Obligations and documents shall control and this Agreement shall be amended or deemed amended so as not to alter or conflict with the aforesaid regulations, documents, administrative requirements, handbooks, notices or Program Obligations. This Section 9.13 shall terminate and be void upon termination of the last HUD-Insured Loan.
Notwithstanding anything in the Indenture (with the exception of Section 9.13(j) below), this Agreement, the Note or the Bond Purchase Agreement to the contrary, in no event shall HUD have any claim to or lien upon the Trust Estate under the Indenture and funds held by the Trustee under the Indenture and pledged to secure the repayment of the Bonds. Further, nothing herein shall restrict the rights and obligations of the parties as they relate to the Bonds and the rights and obligations therein are not subordinated.
In the event of an assignment or conveyance of the Lender Loans to the FHA Commissioner, subsequent to the issuance of the Bonds, all money, other than Bond proceeds, remaining in all funds and accounts other than the Rebate Fund and any other funds remaining under the Indenture after payment or provision for payment in full of debt service on the Bonds

and the fees and expenses of the Issuer, the Trustee and such other parties unrelated to the Borrower (other than funds originally deposited by the Borrower or related parties on or before the date of issuance of the Bonds) shall be returned to the Lender.

39

SIGNATURE PAGE TO LOAN AGREEMENT
(San Jose Apartments)

IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Agreement to be executed in their respective official names, and the Issuer has caused its official seal to be hereunto affixed and caused its execution to be attested by its duly authorized officer, all as of the date first above written.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

(SEAL) ATTEST:

By:		 Duane Owen, Chairman

By:		 George S. Flint, Assistant Secretary

SIGNATURE PAGE TO LOAN AGREEMENT
(San Jose Apartments)

BORROWER:
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

The General Partner herby agrees with the representations applicable to the General Partner set forth in Article II of this Agreement.

GENERAL PARTNER:
SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company

By:		 Tyler Conger
Vice President

EXHIBIT A DEVELOPMENT DESCRIPTION
A 121-unit multifamily rental housing facility project to be occupied by persons of low, middle or moderate income to be known as San Jose Apartments and located in Seminole County, Florida.

A-1

EXHIBIT B
FORM OF PROMISSORY NOTE PROMISSORY NOTE
(San Jose Apartments)
Principal Amount - $15,000,000	Maturity Date: 	, 202  Dated Date: 	, 202  
FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY (the “Issuer”), a public body corporate and politic organized and existing under the laws of the State of Florida, its successor and assigns, including but not limited to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (“the Trustee”), the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000), with interest on the unpaid principal balance from time to time outstanding at the annual rate of   % and all other fees, expenses and payments as set forth in the Loan Agreement (as herein defined) and the Bond Documents (collectively, the “Transaction Documents”), the terms of which documents are incorporated herein by reference. Terms not otherwise defined in this Promissory Note (the “Note”) shall have the respective meanings as set forth in the Trust Indenture dated as of
	 1, 2026, between the Issuer and the Trustee (the “Indenture”) and the Loan Agreement between the Issuer and the Borrower dated as of 	 1, 2026 (the “Loan Agreement”).
The Borrower shall make principal and interest payments, in amounts necessary to pay the principal, interest, premium, if any on the Bonds when due whether by maturity, acceleration, tender, redemption or otherwise.
All payments hereunder shall be paid (a) in lawful money of the United States of America,
(b) in funds which shall be immediately available on such payment due date, (c) prior to 3:00 p.m. on such payment due date, and (d) to the Trustee or its agent at its Trust Office or such other place as the Trustee or a successor trustee may designate in writing to the Issuer and the Borrower. If amounts due hereunder are not paid when due, the unpaid balance shall continue to bear interest from such due date until the date of payment.
This Note is subject to all of the terms, conditions and provisions of the Transaction Documents, including, without limitation, those respecting prepayment and the acceleration of maturity and defaults. The outstanding principal hereof is subject to acceleration as provided in Article VII of the Loan Agreement.
This Note is made pursuant to the Loan Agreement wherein, among other things, the Issuer has agreed to loan to the Borrower and the Borrower has agreed to take a loan in the principal amount above, being the proceeds from the sale of those certain $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”), said proceeds to be disbursed to the Borrower in accordance with the

provisions of the Transaction Documents. The Bonds are being issued by the Issuer pursuant to the Indenture.
At the option of the Issuer or the Trustee, exercised in accordance with the Indenture, the entire principal balance and accrued interest owing hereon shall at once become due and payable without notice or demand upon the occurrence at any time of any of the events (collectively, the “Events of Default”) set forth in the Loan Agreement or the Transaction Documents as defaults or Events of Default, after the passage of any applicable grace or cure period provided therein. Further, the Issuer or the Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation or covenant of the Borrower under this Note or the other Transaction Documents.
The Issuer’s or the Trustee’s failure to exercise the option to accelerate the maturity of this Note upon the happening of any one or more of the Events of Default shall not constitute a waiver of the right of the Issuer or the Trustee to exercise the same or any other option at that time with respect to such Event of Default or any other default hereunder or under any instrument securing, governing, guaranteeing or evidencing the loan evidenced by this Note (the “Loan”). The remedies provided in this Note in any other documents or instrument securing, governing, guaranteeing or evidencing the Loan, shall be cumulative and concurrent and may be pursued separately, successively or together as often as occasion therefor shall arise, at the direction of the Issuer. The acceptance by the holder hereof of any payment under this Note which is less than the payment in full of all amounts due and payable at the time of such payment shall not (i) constitute a waiver of or impair, reduce, release or extinguish any remedy or right to exercise the foregoing option or any other option granted to the holder or any other party in this Note, or under any other instrument securing, governing, guaranteeing or evidencing the loan evidenced hereby at that time or at any subsequent time, or nullify any prior exercise of any such option, or (ii) impair, reduce, release, extinguish or adversely affect the obligations of any party liable under such documents as originally provided therein.
The Borrower waives demand, presentment, notice of dishonor, notice of intention to accelerate the indebtedness evidenced hereby, notice of the acceleration of the maturity hereof, diligence in collecting, grace, notice (except as set forth in the Loan Agreement) and protest, and agrees to one or more extensions for any period or periods of time and to partial payments, before or after maturity, without prejudice to the holder of this Note.
If this Note is not paid when due, whether at maturity or by acceleration, or if, after the occurrence of a default or an Event of Default, this Note is placed with an attorney for collection, whether before or after maturity, the Borrower agrees to pay all reasonable costs of collection, including, but not limited to, reasonable legal fees and expenses incurred by or on behalf of the holder hereof.
The proceeds of this Note are to be used for business, commercial, investment or other similar purposes, and no portion thereof will be applied for personal, family or household use.
All agreements between the Borrower and the holder hereof, whether now existing or hereafter arising, and whether written or oral, are hereby limited so that in no event shall the

interest payable hereunder (whether contracted for, charged or received by the holder hereof) exceed the maximum amount permissible under applicable law. If, from any circumstances whatsoever, interest would otherwise be payable to the holder hereof in excess of the maximum lawful amount, the interest payable to the holder hereof shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the holder hereof shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any such excessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the holder hereof still, to the extent permitted by applicable law, be amortized, prorated, allocated arid throughout the full period until payment in full of the principal (including the period of any renewal or extension hereof) so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the Borrower and the holder hereof.
The characterization of the obligations of the Borrower hereunder as recourse, limited recourse or non-recourse shall be governed by Section 9.03 of the Loan Agreement, which Section is hereby incorporated herein, and shall be subject to the terms thereof.
The Borrower hereby acknowledges pursuant to the Loan Agreement, the Issuer is assigning to the Trustee all of the Issuer’s right, title and interest in and to this Note.
All notices, demands, other communications required or permitted to be given by the Issuer to the Borrower pursuant to this Note shall be given in accordance with Section 9.02 of the Loan Agreement. The Investor Limited Partner of the Borrower shall have the right, but not the obligation, to cure any default of Borrower hereunder and the Issuer shall accept such as if tendered by Borrower.
The Borrower agrees that any controversy arising under or in relation to this Note shall be litigated exclusively in Seminole County, Florida (the “Property Jurisdiction”). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies, which shall arise under or in relation to this Note. The Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.
THE BORROWER AND THE ISSUER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES, AS THE ISSUER AND THE BORROWER, THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
The provisions of this Note and the Transaction Documents shall be binding on the successors and assigns of the Borrower, including, but not limited to, any receiver, trustee,

representative or other person appointed under foreign or domestic bankruptcy, receivership or similar proceedings of the Borrower, and any person having an interest in the Borrower.
If any provision of this Note shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation of the Borrower contained in this Note shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Borrower to the full extent permitted by law.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF FLORIDA.

[SIGNATURE PAGES TO FOLLOW]

SIGNATURE PAGE TO PROMISSORY NOTE
(San Jose Apartments)

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Promissory Note or caused this Promissory Note to be duly executed and delivered by its authorized representative as of the date first set forth above. The undersigned intends that this instrument shall be deemed to be signed and delivered as a sealed instrument.

SAN JOSE PRESERVATION, LTD., a Florida
limited liability company
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

ENDORSEMENT TO BORROWER PROMISSORY NOTE
(San Jose Apartments)

Pay to the order of:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, as Trustee, without recourse.

ATTEST:

By:		 George S. Flint, Assistant Secretary
Dated as of 	, 2026

OSCEOLA	COUNTY	HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT C HAZARDOUS SUBSTANCES REPORT

EXHIBIT D PROGRAM REPORT

D-1

EXHIBIT E
FHA/HUD REQUIREMENTS FOR ADVANCE OF MORTGAGE PROCEEDS
Not Applicable

E-1

Section C

EXHIBIT C
LAND USE RESTRICTION AGREEMENT

PREPARED BY AND RETURN TO:
Michael L. Watkins Greenberg Traurig, P.A.
450 S. Orange Avenue, Suite 650
Orlando, FL 32801

LAND USE RESTRICTION AGREEMENT
among
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and
SAN JOSE PRESERVATION, LTD.
Relating to
$15,000,000
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds 2026 Series A (San Jose Apartments)
Dated 	 1, 2026

TABLE OF CONTENTS
Page
Section 1.	Definitions and Interpretation.	1
Section 2.	Acquisition, Rehabilitation, Completion and Operation of the Project	6
Section 3.	Residential Rental Property	7
Section 4.	Low-Income Tenants	10
Section 5.	Reporting Requirements	11
Section 6.	Tax-Exempt Status of Bonds	12
Section 7.	Fair Housing Laws	13
Section 8.	Covenants to Run with the Land	13
Section 9.	Indemnification of Issuer and Trustee	14
Section 10.	Term	16
Section 11.	Correction of Noncompliance	17
Section 12.	Modification of Tax Covenants	17
Section 13.	Reliance	17
Section 14.	Authority to Monitor Compliance; Compliance Monitoring Fee	18
Section 15.	Uniformity; Common Plan	18
Section 16.	Transfer of Project; Covenants to Run with the Land	18
Section 17.	Burden and Benefit	20
Section 18.	Remedies; Enforceability	20
Section 19.	Governing Law	21
Section 20.	Filing	21
Section 21.	Amendments	21
Section 22.	Notice	21
Section 23.	Severability	24
Section 24.	Multiple Counterparts	24
Section 25.	HUD Rider	24
Section 26.	Ad Valorem Tax Exemption.	24
Section 27.	Covenants and Restriction on Use of Property and Affordability Restrictions During Ad Valorem Compliance Period.	24
Exhibit A	Legal Description
Exhibit B	Certification of Continuing Program Compliance Exhibit C	Form of Income Certification
HUD Rider

(i)

This LAND USE RESTRICTION AGREEMENT (this “Agreement”) dated as of
	 1, 2026, is by and among the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic created pursuant to the laws of the State of Florida (the “Issuer”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association organized and existing under the laws of the United States of America (the “Trustee”), in its capacity as trustee and registrar, pursuant to that certain Trust Indenture entered into with the Issuer as of 	 1, 2026 (the “Indenture”), authorizing and securing the Osceola County Housing Finance Authority, Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) and SAN JOSE PRESERVATION, LTD. a limited partnership formed under the laws of the State of Florida, and its successors and assigns (the “Borrower”);
WITNESSETH:
WHEREAS, the Borrower has requested that the Issuer issue the Bonds and loan the proceeds therefrom to the Borrower to finance a portion of the costs of the acquisition, rehabilitation, installation and equipping of a 121-unit residential rental development known as San Jose Apartments and located in City of Winter Park, Orange County, Florida, on land more particularly described on Exhibit A hereto (the “Project”); and
WHEREAS, it is intended that the interest on the Bonds be excludable from gross income for federal income tax purposes in that the Borrower has represented and certified to the Issuer that the Project will be a “qualified residential rental project” within the meaning of Section 142(d) of the Internal Revenue Code of 1986 as amended; and
WHEREAS, to assure continued compliance with the Code and the Act (as such terms are herein defined), the Issuer, the Borrower and the Trustee hereby enter into this Agreement; and
WHEREAS, concurrently herewith the Issuer, the Trustee, and the Borrower are entering into that certain Loan Agreement of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time, being the “Loan Agreement”), and the Borrower is executing the Note (each as defined in the Indenture);
WHEREAS, Borrower intends to apply to the County property appraiser for an ad valorem tax exemption under Section 196.1978(4), Florida Statutes, (the “Ad Valorem Tax Exemption”) and has requested this Agreement include an extended set-aside for affordable housing for a total term of ninety-nine (99) years; and
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Issuer, the Trustee and the Borrower hereby agree as follows:
Section 1.	Definitions and Interpretation.
Any capitalized term not otherwise defined in the recitals set forth above or as defined below shall have the meaning ascribed to such term in the Indenture. The following terms shall have the respective meanings set forth below:

“80% Low Income Tenants” means one or more natural persons or a family, the total annual adjusted gross household income of which does not exceed eighty percent (80%) of the median annual adjusted gross income for households within the state, or eighty percent (80%) of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Act” shall mean the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. #81-4 enacted on September 28, 1981, and effective November 3, 1981, the Interlocal Agreement between the Issuer and Seminole County dated October 22, 2024 and other applicable provisions of law.
“Ad Valorem Tax Exemption” for the purposes of this Agreement means Section 196.1978(4), Florida Statutes (2023).
“Ad Valorem Compliance Period” means the extended sixty-nine (69) year compliance period required by the Ad Valorem Tax Exemption and Section 27 hereof.
“Area Median Gross Income” shall mean the median gross income for the area in which the Project is located as determined under Section 8 of the United States Housing Act of 1937 (or, if such program is terminated, under such program as in effect immediately before such termination) and the multifamily tax subsidy income limits as published annually by the United States Department of Housing and Urban Development (“HUD”).
“Available Units” means residential units in a residential rental project that are actually occupied and residential units in the project that are unoccupied and have been leased at least once after becoming available for occupancy.
“Certificate of Continuing Program Compliance” shall mean the certificate, substantially in the form attached as Exhibit B hereto, as such form may be revised by the Issuer from time to time, required to be delivered by the Borrower to the Issuer pursuant to Section 5(e) hereof.
“Closing Date” shall mean the date the Bonds are delivered to the initial purchaser or purchasers thereof against payment therefor.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and with respect to a specific section thereof such reference shall be deemed to include (a) the applicable Regulations promulgated or proposed under such section or any previous corresponding section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the applicable regulations promulgated or proposed under the provisions described in (b) and (c).
“Completion Date” shall mean (i) the construction of the Project has been substantially completed and all units are available for occupancy and the Project has been placed in service for purposes of Section 42 of the Code, and (ii) there are no liens on the Project (other than Permitted Encumbrances) as evidenced by a certificate of completion from the Borrower.

“Compliance Monitoring Agent” shall mean Seltzer Management Group, Inc. or any other entity approved by the Issuer to serve in such role.
“Compliance Monitoring Agreement” shall mean the Compliance Monitoring Agreement, dated as of 	 1, 2026, among the Issuer, the Compliance Monitoring Agent, the Trustee and the Borrower, as amended, supplemented or restated from time to time.
“Compliance Monitoring Fee” shall mean the fees and expenses to be paid to the Trustee for payment to the Compliance Monitoring Agent pursuant to the Compliance Monitoring Agreement.
“County” shall mean Osceola County, Florida.
“Loan Agreement” shall mean the Loan Agreement dated as of 	 1, 2026, by and between the Issuer and the Borrower,
“Income Certification” shall mean a Tenant Income Certification substantially in the form of Exhibit C hereto, as such form may be revised by the Issuer from time to time and in any event containing the information as may be required by applicable written rules, rulings, policies, procedures, regulations or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section 142(d) of the Code.
“Land” shall mean the real property described in Exhibit A attached hereto.
“Loan” shall mean the loan made to the Borrower pursuant to the Loan Agreement to finance the acquisition, construction and equipping of the Project.
“Low-Income Tenants” means individuals or families whose incomes do not exceed 60% of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County. Except as otherwise provided herein, occupants of a dwelling unit shall not be considered to be of low income if all the occupants are students (as defined in Section 152(f)(2) of the Code), no one of whom is entitled to file a joint federal income tax return. Notwithstanding the foregoing, a dwelling unit shall not fail to be treated as a dwelling unit that is occupied by Low-Income Tenants merely because such dwelling unit is occupied (a) by an individual who is (i) a student and receiving assistance under Title IV of the Social Security Act, (ii) a student who was previously under the care and placement responsibility of a foster care program (under Part B or Part E of the Title IV of the Social Security Act), or (iii) a student enrolled in a government supported job training program, or (b) entirely by full-time students if such students are (i) single parents and their children and such parents are not dependents of any person other than the full-time student occupying the unit, or (ii) married and file a joint return. Except as provided in Section 4 hereof, in no event shall occupants of a dwelling unit be considered to be of low income if, upon any recertification, such tenant’s gross income exceeds 140% of the applicable income limit for a Low-Income Tenant of the same family size. In such case, such tenant shall cease to qualify as a Low-Income Tenant. Notwithstanding the foregoing, so long as the next vacant unit of comparable or smaller size is rented to a Low-Income Tenant, the fact that such tenant’s gross income exceeds 140% of the applicable income limit shall not place the Project in non-compliance. Said income requirements shall be adjusted for family size in accordance with income limits

published, from time to time, by HUD. The method of determining low income in effect at the date of execution and delivery of the Bonds shall be determinative, even if such method is subsequently changed.
“Moderate-Income Persons or Households” as defined in Section 420.0004, Florida Statutes, means one or more natural persons or a family, the total annual adjusted gross household income of which is less than 120 percent of the median annual adjusted gross income for households within the state, or 120 percent of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Net Proceeds of the Bonds” shall mean the total face amount of the Bonds, plus original issue premium, if any, and less original issue discount, if any, and less the amount of original Bond proceeds, if any, deposited in a qualified reserve account.
“Official Intent” shall mean the date of a declaration of “official intent” to reimburse costs paid with respect to the Project (within the meaning of §1.150-2 of the United States Treasury Regulations), which with respect to the determination of Qualified Project Costs for the Project, shall be September 17, 2024, for an amount up to $15,000,000.
“Outstanding” shall mean, with respect to the Bonds, those Bonds that are Outstanding under the Indenture.
“Project” shall mean the Land and the buildings, structures, facilities and equipment now or hereafter comprising the 121-unit multifamily residential rental housing project located thereon, which Project is to be financed with the proceeds of the Loan.
“Project Costs” shall mean, to the extent authorized by the Act and the Code, all costs incurred by the Borrower with respect to the acquisition, rehabilitation and equipping, as the case may be, of the Project, including, without limitation, costs for site preparation, the planning of buildings and improvements, the acquisition of property, the removal or demolition of existing structures, the construction and rehabilitation of housing, related facilities and improvements, and all other work in connection therewith, and all costs of financing, including, without limitation, the cost of consultants, accounting and legal services, other expenses necessary or incident to determining the feasibility of the housing development, contractors’ and developers’ fees and the Borrower’s overhead and supervision fees and costs, costs of insurance and real estate taxes during construction, administrative and other expenses necessary or incident to the Project and the financing thereof (including reimbursement to any municipality, county or entity for expenditures made for the Project), interest accrued during construction and for a reasonable period thereafter and all other costs approved by Bond Counsel; provided, however, that, unless otherwise approved by Qualified Bond Counsel, any Project Costs initially paid from other monies more than 60 days prior to the adoption of the resolution of the Issuer approving the issuance of the Bonds may be reimbursed from Bond proceeds only if such Project Cost was (A) a cost of issuance of the Bonds,
(B) a preliminary capital expenditure (within the meaning of United States Treasury Regulations Section 1.150-2(f)(2)) with respect to the Project (such as architectural, engineering and soil testing services) incurred before commencement of acquisition or rehabilitation of the Project that do not exceed twenty percent (20%) of the issue price of the Bonds (as defined in United States Treasury

Regulations Section 1.148-1), or (C) was a capital expenditure with respect to the Project that is paid not more than 60 days prior to the date of Official Intent and reimbursed no later than eighteen
(18) months after the later of the date the expenditure was paid or the date the Project is placed in service (but no later than three (3) years after the expenditure is paid); provided further, however, that if any portion of the Project is being constructed or developed by the Borrower or an Affiliate (whether as a developer, a general contractor or a subcontractor), “Project Costs” reimbursed by or paid from Bond proceeds to such persons shall include only (a) the actual out-of-pocket costs incurred by the Borrower or such Affiliate in developing or constructing the Project (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered by the Borrower or such Affiliate (but excluding any profit component) to the extent such amount can be traced to third party costs and (c) any overhead expenses incurred by the Borrower or such Affiliate which are directly attributable to the work performed on the Project to the extent paid out to unrelated employees of third parties, and shall not include, for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the rehabilitation of the Project or payments received by such Affiliate due to early completion of the Project (or any portion thereof).
“Qualified Bond Counsel” shall mean Greenberg Traurig, P.A., or an attorney or firm of attorneys that is appointed by the Issuer and is of nationally recognized standing with respect to the issuance of bonds by states and their political subdivisions.
“Qualified Project Costs” means all Project Costs paid with respect to the Project that (i) are properly chargeable to a capital account (or would be so chargeable with a proper election by the Borrower or but for a proper election by the Borrower to deduct such costs) in accordance with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1) and (ii) are paid with respect to a qualified residential rental project or projects within the meaning of Section 142(d) of the Code.
“Qualified Project Period” shall mean the period commencing on the first day on which at least ten percent (10%) of the residential units in the Project are first occupied (as certified in writing by the Borrower to the Issuer) or, if later, the date on which the Bonds are issued and ending on the latest of the following: (i) the date that is thirty (30) years after the date on which at least fifty percent (50%) of the residential units in the Project are first occupied (as certified in writing by the Borrower to the Issuer); (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding; or (iii) the date on which any assistance provided with respect to the Project under Section 8 terminates (as certified in writing by the Borrower to the Issuer). Notwithstanding the foregoing requirements, the Qualified Project Period shall be extended to the date that is thirty (30) years from the first (1st) day on which fifty percent (50%) of the residential units in the Property are first occupied or the delivery date of the Bonds, whichever is later. All references in this Agreement to the “Qualified Project Period” shall include the extended period described herein.
“Regulations” shall mean the regulations promulgated or proposed by the United States Department of the Treasury pursuant to the Code and applicable to the Project, as amended from time to time.
“Section 8” shall mean Section 8 of the United States Housing Act of 1937.

“State” shall mean the State of Florida.
“Total Compliance Period” means the Qualified Project Period together with the Ad Valorem Compliance Period for a total set-aside period of ninety-nine (99) years.
Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof.
The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise.
Section 2.	Acquisition, Rehabilitation, Completion and Operation of the Project.
The Borrower hereby represents, covenants and agrees that:
The Borrower has incurred, or within the applicable period set forth in Regulation 1.148-2(e)(2) will incur, a substantial binding obligation to commence acquisition and rehabilitation of the Project within the applicable period set forth in Regulation 1.148-2(e)(2), pursuant to which the Borrower is obligated to expend an amount equal to at least five percent (5%) of the “net sale proceeds” of the Bonds.
The Borrower reasonably expects that the total cost of acquisition and rehabilitation of the Project will be at least $	.
The Borrower will commence the rehabilitation of the Project within six months of the date of issuance of the Bonds, and will proceed with due diligence to complete the same.
The Borrower reasonably expects to complete the rehabilitation of the Project and to expend the full amount of the proceeds of the Loan by not later than three years following the Closing Date.
At least ninety five percent (95%) of the Net Proceeds of the Bonds shall be applied to pay or reimburse the Borrower for the payment of Qualified Project Costs, and one hundred percent (100%) of the proceeds of the Loan shall be applied to pay or reimburse the Borrower for the payment of Project Costs.
The Borrower shall submit to the Trustee, prior to or upon the date of each disbursement of the Loan, a statement certifying that the full amount of such disbursement will be applied to pay or reimburse the Borrower for the payment of Project Costs and that at least ninety-five percent (95%) of disbursements from Net Proceeds of the Bonds when combined with all prior disbursements from Net Proceeds of the Bonds will be applied to pay or reimburse the

Borrower for the payment of Qualified Project Costs.	Such statement may be included in a Borrower Requisition (as defined in the Indenture).
Upon the completion of the Project, the Borrower shall submit to the Issuer and the Trustee a certificate of completion containing the following: (i) the Borrower’s statement that the Completion Date has been achieved (and an updated final report of sources and uses against the rehabilitation budget); (ii) if applicable, the Borrower’s statement that rehabilitation expenditures (within the meaning given such term in section 147(d)(3) of the Code) equal or exceed fifteen percent (15%) of the cost of acquiring the building (and equipment) financed with proceeds of the Bonds; (iii) the Borrower’s certification that not less than ninety-five percent (95%) of the Net Proceeds of the Bonds have been applied to pay or reimburse the Borrower for the payment of Qualified Project Costs and that one hundred percent (100%) of the disbursements of Net Proceeds of the Bonds have been applied to pay or reimburse the Borrower for the payment of Project Costs.
The Borrower does not own any buildings or structures that are proximate to the Project, other than those buildings or structures comprising the Project, that are being financed pursuant to a common plan of finance through the issuance of the Bonds under which the Project is also being financed.
Upon initial occupancy of ten percent (10%) of the units in the Project, Borrower shall prepare and submit to the Issuer and the Compliance Monitoring Agent a certificate, and thereafter record such certificate, for the purposes of calculating the commencement and termination of the Qualified Project Period.
Section 3.	Residential Rental Property.
The Borrower hereby represents, covenants, warrants and agrees that:
(i) The Project will be acquired and constructed for the purpose of providing “qualified residential rental property” as such phrase is used in Section 142(d) of the Code, (ii) the Borrower shall own the entire Project for federal tax purposes, and (iii) the Project shall be owned, managed and operated as a multifamily residential rental property comprised of a building or structure or several buildings or structures containing similarly constructed units, together with any functionally related and subordinate facilities and no other facilities, in accordance with Section 142(d) of the Code and Sections 1.103-8(b)(4) and 1.103-8(a)(3) of the Regulations (as modified by Section 142(d) of the Code), and in accordance with such requirements as may be imposed thereby on the Project from time to time.
The Project will be comprised of one or more similarly constructed units, each of which will contain separate and complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink.
None of the residential rental units in the Project will at any time be (i) utilized on a transient basis, (ii) rented for lease periods of less than six (6) months, or (iii) will be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, rest home or trailer court or trailer park, or health club or recreational facility (other than health and/or recreational facilities that are available only to tenants and their guests without

charge for their use and that are customarily found in Multifamily rental housing projects), and
(iv) none of the occupants of such units shall be provided services customarily found in hotels such as room service for food and beverages, maid service, furnishing and laundering of linens or valet service.
All of the residential rental units in the Project will be rented or available for rent on a continuous basis to members of the general public (other than units occupied by persons permitted pursuant to Section 3(i) hereof) and the Borrower will not give preference to any particular class or group in renting the residential rental units in the Project, except to the extent that units are required to be leased or rented to Low-Income Tenants. Low-Income Tenants will have equal access to and enjoyment of all common facilities of the Project. The Borrower will not discriminate against children of any age when renting the residential rental units in the Project.
The Land consists of a parcel of real property or parcels of real property that are contiguous except for the interposition of a road, street, stream or similar property, and the Project comprises buildings, structures and facilities that are proximate and financed pursuant to a common plan,
Less than 25% of the Net Proceeds of the Bonds will be used (directly or indirectly) to acquire the Land.
None of the Net Proceeds of the Bonds will be used to acquire any property (or an interest therein) unless the first use of such property is pursuant to such acquisition (within the meaning of Section 147(d)(1) of the Code); provided, however, that proceeds of the Bonds may be used to finance the acquisition of property (or an interest therein) where the “first use” of such property is not pursuant to such acquisition if rehabilitation expenditures with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Bonds. For purposes of this paragraph, the term “rehabilitation expenditures” has the same meaning given such term in section 147(d)(3) of the Code and, thus, does not include, among other things, any expenditures incurred more than two years after the later of the date the Bonds were issued, or the date on which the property was acquired, or any expenditures attributable to the enlargement of an existing building nor any expenditures described within Section 47(c)(2)(B) of the Code. Expenditures to rehabilitate a building include expenditures to rehabilitate equipment or to replace equipment having substantially the same function, but only if the equipment was part of an integrated operation contained in the building prior to its acquisition by the Borrower. References to equipment in parenthesis refer only to equipment which is functionally related and subordinate to and is purchased with an existing building.
No proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility (other than the normal and customary workout facility available to all tenants), facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.
The Borrower or any related person (within the meaning of the Code) shall not occupy any of the residential rental units in the Project; provided, however, that the Borrower or a related person may occupy a residential rental unit in a building or structure that contains five or

more residential rental units if the Borrower or a related person is a resident manager or other necessary employee (e.g., maintenance and security personnel).
In the case of a “mixed-use” project wherein part of the building or structure, together with any facilities functionally related and subordinate thereto, contains one or more similarly constructed residential rental units that in the aggregate, meet the Low-Income Tenant occupancy requirements of Section 4 of this Agreement (the “residential rental units”) and the rest of the building is devoted to use unrelated to such units (the “nonqualifying property”), the term “residential rental project” shall mean only the residential rental units and the other portions of the Project allocable to such units, including the allocable portion of the property benefiting both the residential rental units and the nonqualifying property (e.g., the common elements), and all property benefiting only the residential rental units. The allocation of the costs of the common elements shall be made according to a method that properly reflects the proportionate benefit derived, directly or indirectly, by the residential rental units and the nonqualifying property.
If the Project is receiving Section 8 assistance, the Borrower will comply with all Section 8 requirements in administering these restrictions.
No portion of the Project will at any time be owned or used by a cooperative housing corporation;
The Project consists of one or more discrete edifices or other man made construction, each consisting of an independent foundation, outer walls and roof, all of which are
(i) owned by the same person for federal tax purposes, (ii) located on a common tract of land or two or more tracts of land which are contiguous except for being separated only by a road, street, stream or similar property, and (iii) financed by the Loan or otherwise pursuant to a common plan of financing, and which will consist entirely of:
Units which are similar in quality and type of construction and amenities;
Facilities functionally related and subordinate in purpose and size to property described above, e.g., parking areas, swimming pool, exercise room and other recreational facilities (none of which may be unavailable to any person because such person is a Low-Income Tenant) and other facilities which are reasonably required for the Project, e.g., heating and cooling equipment, trash disposal equipment or units for residential managers or maintenance personnel;
that during the Term of this Agreement, the Project will not include a unit in a building where all units in such building are not also included in the Project;
that during the Term of this Agreement, the Borrower will not convert the Project to condominium ownership;
within thirty (30) days of the Completion Date, the Borrower shall prepare and submit to the Issuer and the Trustee a certificate in recordable form for purposes of the calculation of the commencement and termination of the Qualified Project Period, if applicable;

that the Borrower shall not discriminate on the basis of race, religion, color, age, sex, marital status, familial status, disability or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project; provided, however, that nothing herein shall be deemed to preclude the Borrower from discrimination based on income or reported tenant problems relating to the applying tenant or tenants in renting units set aside for Low-Income Tenants in compliance with the requirements of the Code and this Agreement; notwithstanding the foregoing, the Borrower shall not be precluded from discrimination based on age and familial status so long as the Borrower complies with all requirements imposed by or pursuant to the federal fair housing law and regulations of the Department of Housing and Urban Development (24 CFR) issued pursuant to Title VI, the Fair Housing Act, the Rehabilitation Act, the Age Discrimination Act or Executive Order 11063, and similar state laws and regulations; and
that the Borrower shall submit an annual report to the Secretary of the Department of Treasury as required by Section 142(d)(7) of the Code and deliver a copy thereof to the Issuer and to the Trustee.
The requirements of this Section 3 shall terminate at the end of the Qualified Project Period, except as otherwise provided in Section 10 and Section 27 hereof.
Section 4.	Low-Income Tenants.
The Borrower hereby represents, warrants and covenants as follows:
At all times during the Qualified Project Period, not less than forty percent (40%) of the completed residential rental units shall be occupied or held available for occupancy by Low-Income Tenants, as required by the Code.
Notwithstanding the foregoing requirement, the Borrower has agreed to increase and modify the minimum requirements of the Code, and has agreed that not less than 20.66 percent of the Available Units in the Property (25 units) shall be occupied or reserved for occupancy by means individuals or families whose incomes do not exceed fifty percent (50%) of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County during the Qualified Project Period. The units within the Development shall be rented to the demographic commitment of family.
At all times during the Qualified Project Period, all of the residential rental units in the Project will be rented as a residential dwelling, on a continuous basis and may not be used or converted to owner-occupied housing or other residential or business use. For purposes of this requirement, a building or structure will not be deemed to be held for rental use if it contains less than five units, any unit of which is occupied by the owner of the residential rental units.
The determination of whether the income of a resident of a residential rental unit exceeds the applicable income limit shall be made at the time of initial occupancy and at least annually thereafter on the basis of the current income of the resident. For purposes of paragraphs
(a) and (b) of this Section 4, a residential rental unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant during such individual’s or family’s tenancy in such unit, even

though such individual or family ceases to be a Low-Income Tenant. However, the preceding sentence shall cease to apply to any Low-Income Tenant whose income under the most recent determination exceeds one hundred forty percent (140%) of the applicable income limit if after such determination, but before the next determination, any residential rental unit of comparable or smaller size in the same building (as defined for purposes of the low income housing tax credit in Section 42 of the Code) is occupied by a new resident whose income exceeds the applicable income limit. In addition, a unit that was occupied by a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant until it is reoccupied for a period in excess of thirty-one (31) days, at which time the residential rental unit shall be considered to be occupied by a Low-Income Tenant only if the individual or family then occupying the residential rental unit satisfies the definition of a Low-Income Tenant.
A development which certifies 100% of its units as low-income shall perform one annual income recertification effective upon the first anniversary of any household’s move-in or initial certification. No additional income recertification shall be required by the Issuer; however, annual determination of student status shall be required for households comprised entirely of students. Should the annual income recertification of such households result in non-compliance with income occupancy requirements, the next available unit must be rented to a qualifying household in order to ensure continuing compliance of the Project.
The form of lease to be used by the Borrower in renting any unit in the Project to a person who is intended to be a Low-Income Tenant shall (i) provide for termination of the lease and consent by such person to immediate eviction for failure to qualify as a Low-Income Tenant as a result of any material misrepresentation made by such person with respect to the income certification, and (ii) subject to paragraph (d) above, require that the tenant of the unit certify the income of the residents of the unit annually and at any time as the Borrower may reasonably request. The form of lease for the residential rental units to be utilized by the Borrower in renting all dwelling units in the Project shall be subject to the Issuer’s approval. The lease for the residential rental units must comply with all applicable Section 8 requirements if the Project is receiving a subsidy pursuant to Section 8 of the United States Housing Act of 1937.
Section 5.	Reporting Requirements.
At all times during the Qualified Project Period, the Borrower will obtain and maintain on file income certifications from each Low-Income Tenant residing in the Project as to the anticipated income of such Low-Income Tenant for the period of 12 consecutive months beginning with the date on which the Low-Income Tenant first occupied a unit or first signs a lease for a unit and, subject to Section 4(d) hereof, for each 12 month period thereafter, in the form and manner as may be required by applicable rules, regulations, or policies now or hereafter promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section 142(d) of the Code, the current form of which is attached hereto as Exhibit C. In addition to the income certifications provided for herein, the Borrower shall submit any other information, documents, or certifications requested by the Issuer or the Trustee, that the Issuer deems reasonably necessary to substantiate the Borrower’s continuing compliance with the provisions of the Loan Agreement and Section 142(d) of the Code.

At all times during the Qualified Project Period, the Borrower will obtain and maintain on file from each Low-Income Tenant residing in the Project a copy of such Low-Income Tenant’s federal income tax return for the taxable year immediately preceding such Low-Income Tenant’s initial occupancy (or, if later, the commencement of the Qualified Project Period) in the Project and each year thereafter or other satisfactory evidence of income for such year such as social security information, income tax returns of Qualified Tenants, pay stubs or employer letter showing wages or salary.
The Borrower shall file with the Issuer and the Compliance Monitoring Agent, on the tenth (10th) day of each month, copies of the Income Certifications specified in Sections 5(a) and (b) hereof obtained by the Borrower during the previous calendar month.
The Borrower shall maintain complete and accurate records pertaining to the incomes of and rentals charged to Low-Income Tenants residing in the Project, and shall permit during normal business hours, upon five (5) business days’ notice to the Borrower, any duly authorized representative of the Issuer or the Trustee to inspect the books and records of the Borrower pertaining to the incomes of and rentals charged to all tenants of residential rental units residing in the Project. The Trustee shall not be required to inspect the incomes or rental records maintained by the Borrower pursuant hereto unless directed in writing by the Issuer.
Commencing on the date that the first unit in the Project is occupied, the Borrower shall prepare and submit to the Issuer and the Compliance Monitoring Agent on the tenth (10th) day of each month, rent rolls for the preceding month and a Certificate of Continuing Program Compliance executed by the Borrower stating (i) the percentage of units that were occupied by Low-Income Tenants as of the twentieth (20th) day of the previous month, (ii) that at all times during the previous month at least 40% of the residential rental units were occupied or held available for occupancy by Low-Income Tenants (each as determined in accordance with Section 4 of this Agreement), and (iii) that no default has occurred under this Agreement or, if such a default has occurred, the nature of such default and the steps, if any, the Borrower has taken or proposes to take to correct such default. Attached hereto as Exhibit B is the initial Certificate of Continuing Compliance to be used by the Borrower.
The Borrower will file when due Internal Revenue Code Form 8703-Annual Certification of a Residential Rental Project or such other annual certification required by the Code to be submitted to the Secretary of the Department of Treasury as to whether the Project continues to meet the requirements of Section 142(d) of the Code, with a copy to the Issuer and the Trustee.
Section 6.	Tax-Exempt Status of Bonds.
The Issuer hereby represents, covenants and agrees as follows:
that the Issuer will not knowingly take or fail to take or permit any action to be taken that would adversely affect the exclusion from gross income under Section 103 of the Code of the interest on the Bonds and, if it should take or permit any such action, the Issuer shall take all lawful actions that it can take to rescind such actions promptly upon having knowledge thereof; and

that the Issuer will take such action or actions, as may be necessary in the opinion of Qualified Bond Counsel, to comply fully with all applicable rules, rulings, regulations, policies, procedures or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 142(d) of the Code.
The Borrower hereby covenants, represents and agrees as follows:
that the Borrower will not take or fail to take or permit any action to be taken which would adversely affect the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, and, if it should take or permit any such action, the Borrower shall take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof;
that the Borrower in order to preserve the exclusion from gross income under section 103 of the Code of interest on Bonds shall not request any advance (a) which would cause the amount of Net Proceeds of the Bonds used to finance costs of issuance to exceed two percent (2%) of the proceeds on the Bonds allocable to the Loan or (b) which is for costs other than Qualified Project Costs unless at least ninety-five percent (95%) of all advances from Net Proceeds of the Bonds, taking into account costs of issuing the Bonds as costs which are not Qualified Project Costs, shall have been applied to finance Qualified Project Costs;
that the Borrower will take such action or actions, as may be necessary in the opinion of Qualified Bond Counsel, to comply fully with all applicable rules, rulings, regulations, policies, procedures or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 142(d) of the Code affecting the Project or the Loan; and
(viii)	any and all claims arising out of the Ad Valorem Tax Exemption
Section 7.	Fair Housing Laws.
The Borrower will comply with all fair housing laws, rules, regulations or orders applicable to the Project.
Section 8.	Covenants to Run with the Land.
The covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, except as provided in Sections 8 and 10 hereof, shall pass to and be binding upon the Borrower’s heirs, assigns and successors in title to the Land or the Project; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Except as provided in Section 10 hereof, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all of such covenants, reservations

and restrictions shall run to each portion of the Project. The Borrower, at its cost and expense, shall cause this Agreement to be duly recorded or filed and re-recorded or refiled in such places, and shall pay or cause to be paid all recording, filing, or other taxes, fees and charges, and shall comply with all such statutes and regulations as may be required by law in order to establish, preserve and protect the ability of the Issuer to enforce this Agreement.
Section 9.	Indemnification of Issuer and Trustee.
The Borrower releases the Issuer and the Trustee, and their respective officers, directors, agents, officials, employees (and as to the Issuer, members of its Board of Directors) and any person who controls the Issuer or the Trustee (only in its capacity as Trustee and not for the benefit of Bondholders), within the meaning of the Securities Act of 1933, from, and covenants and agrees to indemnify, hold harmless and defend the Issuer and the Trustee (individually and not for the benefit of the Bondholders), and their respective officers, directors, employees, agents, officials (and as to the Issuer, members of its governing board) and any person who controls the Issuer or the Trustee (only in its capacity as Trustee and not for the benefit of Bondholders), within the meaning of the Securities Act of 1933, and employees and each of them (each an “Indemnified Party”) from and against, any and all losses, claims, damages, demands, liabilities and expenses (including but not limited to, reasonable attorneys’ fees and expenses, whether or not suit is brought and whether incurred in settlement negotiations, investigations of claims, at trial, on appeal or otherwise), litigation and court costs, taxes, amounts paid in settlement, amounts paid to discharge judgments, causes of action, suits, claims, demands and judgments of any nature, joint or several, by or on behalf of any person directly or indirectly resulting from, arising out of or related to:
any and all claims arising in connection with the interpretation, performance, enforcement, breach, default or amendment of this Agreement or in connection with any federal or state tax audit or investigation, any securities investigation or enforcement action or any questions or other matters arising under this Agreement;
the exercise by the Trustee of its powers or duties under the Indenture or under this Agreement;
the Borrower’s failure to comply with any requirement of this Agreement;
any act or omission of the Borrower or any of its agents, servants, employees or licensees in connection with the Loan or the Project, including violation of any law, ordinance, court order or regulation affecting the Project or any part of it or the ownership, occupancy or use of it;
any damage or injury, actual or claimed, of whatsoever kind, cause or character, to property (including loss of use of property) or persons, occurring or allegedly occurring in, on or about the Project or arising out of any action or inaction of the Borrower, whether or not related to the Project, or resulting from or in any way connected with specified events, including the construction or management of the Project;
any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Project; and

any and all claims arising in connection with the operation of the Project, or the conditions, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction or equipping of, the Project or any part of it, including, but not limited to, the ADA (as evidenced by an architect’s certificate to such effect).
This indemnification shall not be affected by any investigation by or on behalf of the Trustee or the Issuer or by any information the Trustee or the Issuer may have or obtain with respect thereof. This indemnification shall extend to and include, without limitation, all reasonable costs, counsel fees, expenses and liabilities incurred in connection with any such claim or proceeding brought with respect to such claim to the fullest extent permitted by law, with respect to the Issuer and its Indemnified Parties, notwithstanding negligence, willful misconduct or fraud on the part of the Issuer and its Indemnified Parties, and in the case of the foregoing indemnification of the Trustee or any of its Indemnified Parties, except to the extent such damages are caused by the negligence or willful misconduct of such Indemnified Party.
In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought under this Agreement, the Borrower, upon written notice from the Indemnified Party, shall assume the investigation and defense of the action or proceeding, including the engagement of counsel selected by the Borrower, subject to the approval of the Indemnified Party in such party’s sole discretion, and shall assume the payment of all reasonable expenses related to the action or proceeding, with full power to litigate, compromise or settle the same in its sole discretion, provided that the Issuer or the Trustee, as appropriate, shall have the right to review and approve or disapprove any such compromise or settlement which review and approval shall not be unreasonably withheld or delayed. Each Indemnified Party shall have the right to engage separate counsel in any such action or proceeding and participate in the investigation and defense of the action or proceeding and the Borrower shall be obligated to pay the reasonable fees and expenses of such separate counsel if (a) the Indemnified Party determines that a conflict of interest exists between the interests of the Indemnified Party and the interests of the Borrower or (b) such separate counsel is engaged with the approval of the Borrower, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding at the Borrower’s expense, if the Borrower fails to assume the defense of such Indemnified Party. The Borrower shall not be liable for any settlement obtained without the Borrower’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding any transfer of the Project to another owner, the Borrower shall remain obligated to indemnify each Indemnified Party pursuant to this Section 9 for all matters arising prior to the date of such transfer, and, as a condition to the release of the transferor on and after the transfer date, the transferee must assume the obligations of the Borrower under the Bond Documents on and after such transfer date and indemnify each Indemnified Party pursuant to this Section 9 and for all matters arising on and after the date of such transfer.
The indemnification set forth in this Section 9 shall survive the termination of this Agreement, the repayment of the Loan and the payment or defeasance of the Bonds.

The indemnification provided in this Section 9 is in addition to, and not in substitution of, the indemnification provisions in other documents executed and delivered in connection with the making of the Loan and the issuance of the Bonds.
Notwithstanding any other provision of this Agreement to the contrary, neither the Bondholders nor the Trustee will assume or take subject to any liability for the indemnification obligations of the Borrower for acts or omissions of the Borrower prior to any transfer of title to the Bondholders or the Trustee, as the case may be, whether by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan. Following any transfer of title to the Bondholders or the Trustee, as the case may be, any obligations of the Bondholders or the Trustee, as the case may be, under this Section shall be limited to acts and omissions of the Bondholders or the Trustee, as the case may be, which occur following acquisition of the Project by such Person, whether such acquisition is by foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan, and only during the period of such Person’s ownership and operation of the Project, provided that such Person’s liability shall be strictly limited to acts and omissions of such Person or its agents occurring during the period of such Person’s ownership and operation of the Project. The Borrower shall remain liable under this Section for its actions and omissions prior to any transfer of title to the Bondholders or the Trustee, as the case may be. The obligation of the Bondholders or the Trustee, as the case may be, to provide indemnification shall be contingent upon such Person’s receipt of written notice from any party asserting a right to indemnification in time sufficient to enable such Person to defend any action, claim or proceeding in a manner which is not prejudicial to such Person’s rights. The Bondholders or the Trustee, as the case may be, shall have no indemnification obligations to the Borrower, or with respect to the Bonds.
Section 10.	Term.
Subject to the rights of the Issuer and the Trustee to indemnification by the Borrower pursuant to Section 9 hereof, which shall survive the termination of this Agreement, this Agreement shall remain in full force and effect until the “Term of this Agreement,” which shall be the later of (i) the payment in full of the Bonds (or any Bonds refunding the Bonds), or (ii) the expiration of the Total Compliance Period, it being expressly agreed and understood that the provisions of this Agreement may survive the termination of the Loan Agreement, if repayment of the Loan occurs prior to the later of such events. Upon the termination of this Agreement, upon request of any party hereto, the Issuer, the Trustee, the Borrower and any successor party hereto shall execute a recordable document prepared by the Issuer or its counsel further evidencing such termination.
Notwithstanding Section 10(a), the restrictions and requirements contained in this Agreement shall, except as otherwise provided in Section 9 hereof as to the Borrower and subject to the provisions of the last sentence in this Section 10(b), automatically terminate in the event of involuntary noncompliance caused by fire, seizure, requisition, foreclosure or transfer of title by deed in lieu of foreclosure to an entity other than the Borrower or a related person (within the meaning of the Code) to the Borrower, change in a federal law or an action of a federal authority after the date the Bonds are issued which prevents compliance with the covenants expressed herein, or condemnation or similar event (as determined by the Issuer upon the advice of Qualified Bond Counsel), but only if, within a reasonable period, either (i) all Bonds are paid, redeemed, retired or cancelled in full, or (ii) amounts received as a consequence of such event are used to provide a

project that meets and is subject to the requirements of the Code and applicable Regulations thereunder. In such event, upon the request of the Borrower and at the expense of the Borrower, the parties hereto shall execute an appropriate document in recordable form prepared by the Issuer or its counsel to evidence such automatic termination, but the failure to execute or record such document shall not affect the automatic termination. This Section 10(b) shall not apply (and the restrictions contained in this Agreement shall thereafter apply) to the Project in the event that, subsequent to any involuntary noncompliance as described in this Section 10(b) but prior to the expiration of the Qualified Project Period, an obligor on the acquired purpose investment (as defined in Section 1.148-1(b) of the Regulations) or a related person (as defined in Section 1.103-10(e) of the Regulations) obtains an ownership interest in the Project for tax purposes.
Notwithstanding any other provisions of this Agreement, this entire Agreement, or any of the provisions or Sections hereof, may be terminated with the written consent of the Issuer, the Trustee, or its assigns and the Borrower if there shall have been received an opinion of Qualified Bond Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
The Trustee’s obligations under this Agreement terminate at such time as the Bonds are no longer outstanding.
Section 11.	Correction of Noncompliance.
The failure of the Borrower to comply with any of the provisions of either Section 3 or 4 of this Agreement shall not be deemed a default hereunder unless such failure has not been corrected within a period of sixty (60) days following the date that any of the parties hereto learned of such failure. Within a reasonable period of gaining knowledge of such failure, the Trustee shall attempt with reasonable diligence to notify the Borrower of such failure by telephonic communication to be confirmed in writing. The Borrower’s Investor shall have the right, but not the obligation, to cure an event of default under this Agreement and the parties hereto agree to accept such performance as if it were undertaken by Borrower itself.
Section 12.	Modification of Tax Covenants.
To the extent any amendments, modifications or changes to the Regulations or the Code shall, in the written opinion of Qualified Bond Counsel filed with the Issuer, the Borrower, and the Trustee, impose requirements upon the ownership, occupancy or operation of the Project different than those imposed by the Regulations or the Code and stated herein, this Agreement shall be amended and modified in accordance with such requirements to the extent necessary to maintain the excludability from gross income, for federal income tax purposes of the interest on the Bonds. The parties hereto agree to execute, deliver, and record, if applicable, any and all documents or instruments necessary in the opinion of and in the form approved by Qualified Bond Counsel to effectuate the intent of this Section 12.
Section 13.	Reliance.
The Borrower hereby recognizes and agrees that the representations and covenants made by the Borrower set forth herein may be relied upon by the Issuer and the Trustee. In performing

their duties and obligations hereunder, the Issuer and the Trustee may rely upon statements and certificates of the Borrower and the Low-Income Tenants that are believed to be genuine and to have been executed by the proper person or persons, and upon audits of the books and records of the Borrower pertaining to occupancy of the Project.
Section 14.	Authority to Monitor Compliance; Compliance Monitoring Fee.
The Issuer shall receive reports, certifications and other documents, shall examine all such reports, certifications and other documents then required to be delivered to the Issuer hereunder and shall notify the Trustee promptly and the Borrower within a reasonable time if any such documents contain evidence of non-compliance with the requirements of this Agreement.
In the event all Bonds have matured or been redeemed or defeased prior to the end of the Qualified Project Period, the Borrower shall pay the Compliance Monitoring Fee to the Issuer, payable in advance on the date on which the maturity, redemption or defeasance of the Bonds takes place.
The Issuer has hired the Compliance Monitoring Agent to monitor compliance with this Agreement pursuant to the Compliance Monitoring Agreement. The Compliance Monitoring Agent shall be copied on all notices to any party pursuant to the terms of this Agreement.
Section 15.	Uniformity; Common Plan.
The covenants, reservations and restrictions hereof shall apply uniformly to the entire Project.
Section 16.	Transfer of Project; Covenants to Run with the Land.
The Borrower shall not (i) enter into a voluntary sale, lease (other than leases of rental units to tenants), exchange, assignment, conveyance, transfer or other disposition (collectively, a “Disposition”) of all or substantially all of the Project or (ii) allow itself to be terminated for federal income tax purposes or (iii) so long as any Bonds remain Outstanding, place any mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project, without in each instance the prior written consent of the Issuer. The Issuer shall not unreasonably withhold its written consent to a Disposition, as long as the requirements of this Section 16 are fully satisfied. It is expressly agreed that, in connection with determining whether to grant or withhold such consent, the Issuer may (but is not obligated to), among other things: (1) consider the creditworthiness of the party to whom such Disposition will be made and such party’s management ability with respect to the Project; (2) consider whether or not the security for repayment of the Loan and other payment obligations under the Loan Agreement, and the performance of the covenants and other obligations under this Agreement (without regard to whether any Bonds are outstanding) or the Issuer’s ability to enforce its rights, remedies and recourses with respect to such security or performance will be impaired in any way or to any degree by the proposed Disposition; (3) require that the Issuer be reimbursed for all reasonable costs and expenses incurred by the Issuer in connection with investigating the creditworthiness and management ability of the party to whom such Disposition will be made and in determining whether the Issuer’s security will be impaired by the proposed Disposition; (4) require the payment of all payment obligations of the Borrower under the Loan Agreement, including but not limited

to accrued obligations not yet payable and, in the event of a Disposition in connection with a redemption of the Bonds prior to the termination of the Qualified Project Period, the Compliance Monitoring Fee; (5) require the payment of the Issuer’s attorneys’ fees and expenses in connection with such Disposition; (6) require the express, unconditional assumption of all payment obligations and all performance obligations under this Agreement, the Loan Agreement, the Environmental Indemnity and the Guaranty of Recourse Obligations (each as defined in the Indenture) relating to the Project and any other document, agreement or instrument evidencing or securing the Borrower’s obligations under the Loan Agreement by the party to whom such Disposition will be made (with or without the release of the transferor Borrower from liability for such obligations), which assumption shall be in form and substance satisfactory to the Issuer and its counsel, and require the recording of such assumption document; (7) require the execution of modification agreements, supplemental mortgage documents, financing statements and such other documents, agreements and instruments as the Issuer or their counsel may require, (8) require endorsements to any existing Issuer or Trustee title insurance policies insuring the Issuer’s or the Trustee’s liens and security interests covering the Project, and (9) require an opinion of Qualified Bond Counsel to the effect that the transfer will not adversely affect the excludability of the interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. The Issuer may, in its discretion, release the Borrower from liability under this Agreement and the Loan Agreement and may limit any such release from liability to events and occurrences arising after such Disposition, whether or not the Issuer has knowledge of prior events or occurrences creating such liability at the time of the Disposition.
The restrictions contained in Section 16(a) shall not be applicable to any of the following: (i) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan under the Security Instruments); provided, however, that neither the Borrower nor any related person (within the meaning of the Code) to the Borrower shall acquire any interest in the Project during the remainder of the Qualified Project Period; (ii) any sale, transfer, assignment, encumbrance or addition of partnership interests in the Borrower, provided such sale, transfer, assignment, encumbrance or addition does not constitute a change in ownership of the Project which would adversely affect the excludability from gross income, for federal income tax purposes of the interest payable on the Bonds; (iii) grants of utility-related easements and governmental easements, shown on the title policy approved by the Issuer and any other easement and use agreements which may be consented to by the Issuer; (iv) service-related leases or easements, such as laundry service leases or television cable easements, and easements related to the construction of the Project over portions of the Project, provided, however, the same are granted in the ordinary course of business in connection with the operation of the Project as contemplated by this Agreement; (v) grants of other easements and entry into other use agreements which may be consented to by the Issuer and the Majority Owner; (vi) leases of apartment units to tenants, including Low-Income Tenants, in accordance with the requirements of the Loan Agreement and this Agreement and leases of commercial space; (vii) any sale or conveyance to a condemning governmental authority as a direct result of a condemnation or a governmental taking or a threat thereof; (viii) the placing of a subordinate mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project if made expressly subject and subordinate to this Agreement, the Loan documents; (ix) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by the Borrower pursuant to the Borrower’s creation documents); or (x) the

placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project after the payment (or provision for payment in accordance with the Indenture) of all Bonds.
The covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, except as provided in Section 10 hereof and this Section 16, shall pass to and be binding upon the Borrower’s heirs, assigns, and successors in title to the Land or the Project; provided, however, that upon the termination of this Agreement in accordance with the terms hereof, said covenants, reservations and restrictions shall expire. Except as provided in Section 10 hereof and this Section 16, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all such covenants, reservations and restrictions shall run to each portion of the Project.
In connection with any Disposition under paragraph (a) above or any transfer or other action addressed in Section 16(b)(ii) above other than a transfer of Investor Limited Partner and/or Special Limited Partner interests or removal and replacement of the Borrower’s General Partner by the Borrower’s Investor Limited Partner and/or Special Limited Partner or an affiliate thereof pursuant to the Borrower Partnership Agreement, which, in either case, does not result in a termination of the Borrower for federal income tax purposes, in addition to, the Issuer, the Trustee and the Majority Owner shall be entitled to require the Borrower to cause an opinion of Bond Counsel to be delivered to them to the effect that the proposed transfer of the Project will not adversely affect the exclusion of interest on the Bonds from the federal gross income of the holders thereof.
Any transfer of the Investor Limited Partner’s interest and/or the Special Limited Partner’s interest in Borrower or removal and replacement of the Borrower’s General Partner and/or Class B Special Limited Partner pursuant to the Borrower Partnership Agreement shall not be considered a change in ownership under this Agreement.
Section 17.	Burden and Benefit.
The Issuer, the Trustee and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Borrower’s legal interest in the Land and the Project is rendered less valuable thereby. The Issuer, the Trustee and the Borrower hereby further declare their understanding and intent that the benefit of such covenants touch and concern the Land by enhancing and increasing the enjoyment and use of the Land and the Project by Low-Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Bonds were issued.
Section 18.	Remedies; Enforceability.
If a violation of any of the provisions hereof occurs or is attempted, the Issuer and its successor and assigns, after expiration of any applicable cure period, may institute and

prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation, to compel specific performance hereunder, or to recover monetary damages caused by such violation or attempted violation. The provisions hereof are imposed upon and made applicable to the Land and shall run with the Land and shall be enforceable against the Borrower or any other person or entity that has or had an ownership interest in the Project at the time of such violation or attempted violation. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or similar breach or violation hereof at any later time or times. Notwithstanding anything to the contrary in this Agreement, with the exception of the obligations of the Borrower to the Issuer and the Trustee set forth in Section 9 of this Agreement, the liability of the Borrower under this Agreement is and shall be limited solely to the interest of the Borrower in the Project, it being specifically understood and agreed that neither the Borrower nor the partners comprising the Borrower, if any, shall have any personal liability with respect to the obligations of the Borrower set forth herein, and that any party seeking to enforce personal liability against the Borrower or the partners comprising the Borrower, if any, shall look only to said interest of the Borrower for the satisfaction of such liability. The Issuer and the Trustee agree that cure of any violation or default by any limited partner of the Borrower shall be deemed to be a cure by the Borrower and shall be accepted on the same basis as if made by the Borrower.
Pursuant to Ad Valorem Tax Exemption, if the Borrower ceases to provide affordable housing as required under this Agreement and Section 27, as applicable, before the end of the ninety-nine (99) year Total Compliance Period, the Borrower will incur a penalty that is equal to one hundred percent (100%) of the total amount of Governmental Note financing multiplied by each year remaining in the Total Compliance Period from the year the Borrower ceased to provide affordable housing as required under this Agreement.
Section 19.	Governing Law.
This Agreement shall be governed by the laws of the State, without regard to conflict of law provisions.
Section 20.	Filing.
This Agreement shall be duly recorded in the Office of the Clerk of the Circuit Court for Seminole County, Florida.
Section 21.	Amendments.
This Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties, and duly recorded in the Office of the Clerk of the Circuit Court for Seminole County, Florida. The Issuer’s consent to any such amendment, revision or termination shall be given only in accordance with the Indenture.
Section 22.	Notice.
Any written notice required or permitted to be given hereunder shall be given by
(i) personal delivery, (ii) registered or certified U.S. mail or (iii) registered expedited service at the

addresses set forth below or at such other addresses as may be specified in writing by the parties hereto. Any such notice shall be deemed received on (i) the date of delivery, if given by personal delivery or by expedited delivery service, or (ii) upon the earlier of the third (3rd) business day after the date of mailing or upon actual receipt, if sent by registered U.S. mail.
As to the Issuer:
Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC 219 East Livingston Street
Orlando, FL 32801 Attention: George S. Flint
With a copy to:
Latham Luna Eden & Beaudine, LLP 201 Orange Avenue, Suite 1400
Orlando, FL 32801
Attention: Jan A. Carpenter, Esq.
With a copy to:
Seltzer Management Group, Inc. 17633 Ashley Drive
Panama City Beach, FL 32413 Attention: 	
As to the Borrower:
San Jose Preservation, Ltd.
401 Wilshire Boulevard, 11th Floor Santa Monica, CA 90401 Attention: Russell Condas
Email: rcondas@lincolnavecap.com Attention: Hanna Jamar, Esq.
Email: hanna@lincolnavecap.com With a copy to:
TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110
With a copy to:
Nixon Peabody LLP

Exchange Place 53 State Street
Boston, MA 02109
Attention: Nathan A. Bernard, Esq.
As to the Rating Agency: Moody’s Ratings
7 World Trade Center
250 Greenwich Street, 16th Floor New York, NY 10007
Attention: Public Finance Group – Housing Team Email: Housing@moodys.com
As to the Trustee:
The Bank of New York Mellon Trust Company, N.A. 4655 Salisbury Rd., Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey Telephone: 904-645-1982 Email: lori.cardey@bny.com
As to Investor Limited Partner:
TCC San Jose LLC
c/o Truist Community Capital, LLC 303 Peachtree Street N.E., 3rd Floor Atlanta, GA 30308
Attention: Lesli Carroll Telephone: 352-874-4375 Email: Lesli.Carroll@truist.com
With copies to:
Nixon Peabody, LLP Exchange Place
53 State Street
Boston, MA 02109
Attention: Nathan Bernard, Esq. Telephone: 617-345-1236
Email: nbernard@nixonpeabody.com
As to Lender:
Grandbridge Real Estate Capital, LLC 200 East Long Lake Road, Suite 110 Bloomfield Hills, MI 48304

Attention: Carol Worden Telephone: 248-282-0115
Email: carol.worden@grandbridge.com With a copy to:
Vorys, Sater, Seymour and Pease LLP 301 East 4th Street, Suite 3500
Cincinnati, OH 45202 Attention: William Baldwin Telephone: 513-723-4030 Email: wdbaldwin@vorys.com
Section 23.	Severability.
If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. If the Ad Valorem Tax Exemption is repealed, the Ad Valorem Compliance Period may be terminated or modified by the Issuer, as applicable or otherwise provided by law.
Section 24.	Multiple Counterparts.
This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original.
Section 25.	HUD Rider.
The provisions of this Agreement are subject to the provisions of the HUD Rider attached hereto and made a part hereof.
Section 26.	Ad Valorem Tax Exemption.
Nothing herein shall impose any obligation, duty or agreement of or by the Issuer to seek, assist Borrower or otherwise approve an ad valorem tax exemption by the County. The Borrower agrees the County has the sole ability and responsibility to consider and grant an ad valorem tax exemption for the Project.
Section 27.	Covenants and Restriction on Use of Property and Affordability Restrictions During Ad Valorem Compliance Period.
The Issuer and the Borrower hereby declare their understanding and intent that, during the Term of the Ad Valorem Compliance Period, the Project shall be operated as affordable housing in accordance with the Ad Valorem Tax Exemption. To that end, and to meet the requirements of the Issuer, and during the term of the Ad Valorem Compliance Period, the Borrower hereby represents, covenants and agrees as follows:

all covenants and restrictions of Section 3 and 4 are made, agreed and reimposed for the Ad Valorem Compliance Period, other than a change to the set-asides for affordability as follows:
that during the Ad Valorem Compliance Period, the units shall be set aside as follows:
all units (100%) within the Project shall be rented to households who shall have a household income less than or equal to one hundred and twenty percent (120%) of the Area Median Income (“Moderate-Income Set Aside Units”) for a period of sixty-nine (69) years (the “Ad Valorem Compliance Period”). The Ad Valorem Compliance Period, together with the Qualified Project Period shall have a term of ninety-nine (99) years (the “Total Compliance Period”).
All compliance requirements for Low-Income Tenants set forth in Sections 3 and 4 of this Agreement, shall, for the Ad Valorem Compliance Period, apply to Low-Income, 80% Low-Income and Moderate Low-Income Tenants.
Unless the provisions of this Section 27 are amended as permitted under Section 21 hereof and under the Bond Documents, the provisions of this Section shall remain in effect during the Term of this Agreement; provided, however, that after payment in full of the Loan and the redemption of the Bonds, the Borrower may be discharged from its obligations under this Section 27 and Section 3 and 4 hereof to the extent that the same are assumed by any successor in interest to the Borrower pursuant to Section 16 hereof. The Borrower expressly acknowledges that certain of the foregoing restrictions may survive the repayment of the Loan and redemption of the Bonds prior to the expiration of the Qualified Project Period (as defined herein).
Using the certification form attached hereto as Exhibit B, the Borrower shall annually, no later than the twenty-fifth (25th) day of the month following the end of the Project’s fiscal year, certify to the Issuer that, except as set forth in such certificate, the Borrower is in full compliance with all terms and conditions set forth in this Agreement and is not in default hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

25

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(San Jose Apartments)

IN WITNESS WHEREOF, the Issuer, the Trustee and the Borrower have executed this Agreement by duly authorized representatives, all as of the date first written hereinabove.
[SEAL]

ATTEST:

By:		 George S. Flint, Assistant Secretary

STATE OF FLORIDA	) COUNTY OF OSCEOLA	)

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chair
c/o Governmental Management Services - Central Florida LLC
219 East Livingston Street Orlando, FL 32801 Attention: George S. Flint

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this    day of 	 2026, by Duane Owen and George S. Flint as Chair and Assistant Secretary, respectively, of the Osceola County Housing Finance Authority.
GIVEN under my hand and notarial seal this 	 day of 	 2026.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
	Personally known to me, or
	Produced identification:

(Type of Identification Produced)

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(San Jose Apartments)

WITNESSES:

Print Name:	

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:	

Address:			

Print Name:	 Address:	

STATE OF FLORIDA	)
COUNTY OF 		)
The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this 	 day of 	 2026, by 	 as
	 of The Bank of New York Mellon Trust Company, N.A.
GIVEN under my hand and notarial seal this 	 day of 	 2026.

NOTARY PUBLIC, STATE OF FLORIDA

(Name of Notary Public, Print, Stamp or Type as Commissioned)
	Personally known to me, or
	Produced identification:

(Type of Identification Produced)

SIGNATURE PAGE TO
LAND USE RESTRICTION AGREEMENT
(San Jose Apartments)

Witnesses:

Print Name:	 Address:	

Print Name:	 Address:	

BORROWER:
SAN JOSE PRESERVATION, LTD., a
Florida limited partnership
By:	SAN JOSE PRESERVATION GP
LLC, a Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 1189
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxx

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of the document.

STATE OF CALIFORNIA COUNTY OF 	
On 	, 2026 before me, 	, Notary Public, personally appeared Tyler Conger who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.

Signature 	  (Seal)

EXHIBIT A LEGAL DESCRIPTION
The Land referred to herein below is situated in the County of SEMINOLE, State of Florida, and is described as follows:
Commence at the intersection of the Northerly right of way line of Winter Woods Blvd. and the Westerly right of way line of SR 436 as shown on the plat of Winter Woods Unit 1, as recorded in Plat Book 15, Page 15, of the Public Records of Seminole County, Florida, thence run N. 21°33'40" W., along said Westerly right of way line, for a distance of 200.00 feet to the Easterly most corner and the POINT OF BEGINNING of the tract to be described: thence continue N. 21°33'40" W., along said right of way line, for a distance of 131.55 feet to the North line of the South 1/2 of the SE 1/4 of the NE 1/4 of Section 33, Township 21 South, Range 30 East, thence run N. 89°40'17" W., along the North line of the said South 1/2 of the SE 1/4 of the NE 1/4, for a distance 679.96 feet to the Northeast corner of the aforementioned Winter Woods Unit 1, thence run S. 00°22'54" W., along the Easterly boundary of said Winter Woods Unit 1, for a distance of 265.00 feet, thence run S. 89°37'06" E. for a distance of 5.41 feet to the Northeast corner of Lot 1, Block B, said Winter Woods Unit 1, thence run S. 00°22'54" W., along the Easterly boundary of said Winter Woods Unit 1, for a distance of 165.00 feet to the Northerly right of way of Winter Woods Blvd., thence run S.89°37'06"E., along said right of way line, for a distance of 473.30 feet to the P.C. of a curve concave Northerly, thence run Easterly along said curve, having for its elements a radius of 100.00 feet and a central angle of 21°56'34" for an arc distance of 38.30 feet, thence run N. 68°26'20" E., along the Northerly right of way line of Winter Woods Blvd., for a distance of 110.26 feet, thence run N. 21°33'40" W. for a distance of 200.00 feet, thence run N. 68°26'20" E. for a distance of 200.00 feet to the POINT OF BEGINNING.
TOGETHER WITH the Easement for Wall Maintenance recorded in Book 1451, Page 293.
For Information Only: Said premises are described as 2353 Winter Woods Boulevard, Winter Park, FL 32792 and are designated as Tax Identification No. 33-21-30-300-005A-0000 on the Tax Map of Seminole County, FL.

A-1

EXHIBIT B
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
WITNESSETH that on this     day of 	,  , the undersigned, having borrowed certain funds from the Osceola County Housing Finance Authority (the “Authority”) for the purpose of financing the cost of acquisition, rehabilitation, installation and equipping of San Jose Apartments, a multifamily rental housing project located in Orange County, Florida (the “Project”), does hereby certify (i) that such Project is in continuing compliance with the Land Use Restriction Agreement, dated 	 1, 2026 (herein, the “Land Use Restriction Agreement”), executed by the undersigned and filed in the official public records of Orange County, Florida (including the requirement that all units be and remain rental units); (ii) that an Income Certification has been submitted for each new tenant in such Project since the filing of the last such certification and that the same are true and correct to the best of the undersigned’s knowledge and belief, and (iii) that no default has occurred under the Land Use Restriction Agreement or if such a default has occurred the Borrower has advised the Issuer of such default and has described the steps which it has taken or proposed to take to correct such default. As of the date of this Certificate, the following percentages of residential units in the Project are occupied by Low-Income Tenants (as such term is defined in the Land Use Restriction Agreement), Non-Revenue Units, Vacant Units, 80% Low-Income Tenants and Moderate Low-Income Tenants:

Total number of units available for occupancy as
of 	, 		Percentage	Number	
Low-Income Tenants		%	 		
Non-Revenue Units		%	 		
Vacant Units		%	 		
80% Low-Income Tenants		%	 		
Moderate Low-Income Tenants		%	 		
TOTAL	100%	 		

SAN JOSE PRESERVATION, LTD, a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Name:	 Title:	

B-1

EXHIBIT C
FORM OF INCOME CERTIFICATION
[attached]

HUD RIDER TO LAND USE RESTRICTION AGREEMENT
This HUD RIDER TO LAND USE RESTRICTION AGREEMENT (this “Rider”) is
attached to and forms a part of the Land Use Restriction Agreement (“LURA”), dated as of
	 1, 2026, by and among San Jose Preservation, Ltd., a Florida limited partnership (“Borrower”), the Osceola County Housing Finance Authority, a public body corporate and politic of the State of Florida (“Authority”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (“Trustee”).
WHEREAS, Borrower is the owner of certain real property located in the County of Orange, State of Florida, as more particularly described in Exhibit “A” attached to the LURA and made a part hereof, on which is constructed that certain rental apartment project known as San Jose Apartments (the “Project”).
WHEREAS, Borrower has obtained financing from Grandbridge Real Estate Capital LLC, a North Carolina limited liability company (“New Lender”) for the benefit of the Project, which loan is secured by a Supplemental Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) (the “Supplemental Security Instrument”) dated as of 	 1, 2026, and recorded in the official real estate records of Orange County, Florida (“Records”) simultaneously herewith, and is insured by the United States Department of Housing and Urban Development (“HUD”).
WHEREAS, Borrower previously obtained financing from [SunTrust Bank now known as Truist Bank] (“Original Lender”) for the benefit of the Project, which loan is secured by a Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) (the “Security Instrument”) dated as of December 1, 2019 and recorded in the Records on December 3, 2019 as Book 9490, pages 1153-1199, as assigned from the Original Lender to the Lender by Assignment of Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement dated July 16, 2020 and recorded in the Records on December 7, 2020 as Book 9780, pages 1342-1344, and as amended by Release Assumption and Modification Agreement among the Borrower, San Jose Associates, Ltd., a Florida limited partnership as seller of the Project, Lender and HUD dated as of 	 1, 2026 and is insured by HUD.
WHEREAS, Borrower has received tax exempt bond financing from the Issuer, which Authority is requiring certain restrictions be recorded against the Project.
WHEREAS, HUD requires as a condition of its insuring Lender’s financing of the Project that the Authority and Trustee agree to the terms in this Rider.
WHEREAS, the Issuer and Trustee have agreed to subordinate the LURA in all respects to the lien of the Mortgage Loan and have agreed to the terms of this Rider.
NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
The foregoing recitals are hereby incorporated by reference as if fully set forth
herein.

In the event of any conflict between any provision contained elsewhere in the LURA and any provision contained in this Rider, the provisions contained in this Rider shall govern and be controlling in all respects as set forth more fully herein.
The following terms shall have the following definitions: “Code” means the Internal Revenue Code of 1986, as amended.
“HUD” means the United States Department of Housing and Urban Development.
“HUD Regulatory Agreements” means, collectively, (i) the Original Lender Regulatory Agreement and (ii) the New Lender Regulatory Agreement.
“Lender” means the New Lender.
“Mortgage Loan” means, collectively, the mortgage loans made by Original Lender and the New Lender, respectively, to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project.
“Mortgage Loan Documents” means the Security Instruments, the HUD Regulatory Agreements and all other documents required by HUD or Lender in connection with the Mortgage Loans.
“National Housing Act” means the National Housing Act of 1934, as amended.
“New Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, its successors and assigns.
“Original Lender” means [SunTrust Bank now known as Truist Bank], its successors and assigns.
“Program Obligations” has the meaning set forth in the Security Instruments. “Residual Receipts” has the meaning specified in the Program Obligations.
“Security Instruments” means, collectively, the Security Instrument and the Supplemental Security Instrument, as each is defined in the recitals hereto.
“Surplus Cash” has the meaning specified in the HUD Regulatory Agreement.
Notwithstanding anything in the LURA to the contrary, to the extent applicable, the provisions of the LURA are expressly subordinate to (a) the Mortgage Loan Documents including without limitation, the Security Instruments, and; and (b) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the “HUD Requirements”). Borrower covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or LURA. In the event of any conflict between the provisions of the LURA and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits

the Issuer’s ability to enforce the terms of the LURA, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of Borrower’s knowledge the LURA impose no terms or requirements that conflict with the National Housing Act and related regulations.
In the event of foreclosure, or deed in lieu of foreclosure, the LURA (including without limitation, any and all land use covenants and/or restrictions contained therein) shall automatically terminate, with the exception of the requirements of 26 U.S.C. 42(h)(6)(E)(ii) above, to the extent applicable, or as otherwise approved by HUD; provided, however, that notwithstanding any provision in this Agreement, the LURA or the Mortgage Loan Documents to the contrary, the preceding provisions of this sentence shall cease to apply and the restrictions contained in the LURA shall be automatically reinstated if, at any time subsequent to such foreclosure or transfer by deed in lieu of foreclosure, the Owner or any related person (within the meaning of Section 1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal tax purposes.
Borrower, Authority and Trustee acknowledge that Borrower’s failure to comply with the covenants provided in the LURA does not and shall not serve as a basis for default under the HUD Requirements, unless a default also arises under the HUD Requirements.
Except for the Issuer’s reporting requirement, in enforcing the LURA the Issuer and Trustee will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instruments or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against:
Available surplus cash, if the Borrower is a for-profit entity;
Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Borrower is a limited distribution entity; or
Available residual receipts authorized by HUD, if the Borrower is a non-profit entity.
For so long as the Mortgage Loan is outstanding, Borrower and Authority shall not further amend the LURA, with the exception of clerical errors or administrative correction of non-substantive matters, without HUD’s prior written consent.
Subject to the HUD Regulatory Agreement, the Issuer may require the Borrower to indemnify and hold the Issuer harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against Authority relating to the subordination and covenants set forth in the LURA; provided, however, that Borrower’s obligation to indemnify and hold the Issuer harmless shall be limited to available surplus cash and/or residual receipts of the Borrower.
No action shall be taken in accordance with the rights granted herein to preserve the tax exemption of the interest on the notes or bonds, or prohibiting the Borrower from taking any action that might jeopardize the tax-exemption except in strict accord with Program Obligations.

Section D

EXHIBIT D MULTIFAMILY PROMISSORY NOTE

FORM OF PROMISSORY NOTE PROMISSORY NOTE
(San Jose Apartments)
Principal Amount - [$15,000,000]	Maturity Date: 	, 202  Dated Date: 	, 2026
FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY (the “Issuer”), a public body corporate and politic organized and existing under the laws of the State of Florida, its successor and assigns, including but not limited to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (“the Trustee”), the principal sum of [FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000)], with interest on the unpaid principal balance from time to time outstanding at the annual rate of   % and all other fees, expenses and payments as set forth in the Loan Agreement (as herein defined) and the Bond Documents (collectively, the “Transaction Documents”), the terms of which documents are incorporated herein by reference. Terms not otherwise defined in this Promissory Note (the “Note”) shall have the respective meanings as set forth in the Trust Indenture dated as of
	 1, 2026, between the Issuer and the Trustee (the “Indenture”) and the Loan Agreement between the Issuer and the Borrower dated as of 	 1, 2026 (the “Loan Agreement”).
The Borrower shall make principal and interest payments, in amounts necessary to pay the principal, interest, premium, if any on the Bonds when due whether by maturity, acceleration, tender, redemption or otherwise.
All payments hereunder shall be paid (a) in lawful money of the United States of America,
(b) in funds which shall be immediately available on such payment due date, (c) prior to 3:00 p.m. on such payment due date, and (d) to the Trustee or its agent at its Trust Office or such other place as the Trustee or a successor trustee may designate in writing to the Issuer and the Borrower. If amounts due hereunder are not paid when due, the unpaid balance shall continue to bear interest from such due date until the date of payment.
This Note is subject to all of the terms, conditions and provisions of the Transaction Documents, including, without limitation, those respecting prepayment and the acceleration of maturity and defaults. The outstanding principal hereof is subject to acceleration as provided in Article VII of the Loan Agreement.
This Note is made pursuant to the Loan Agreement wherein, among other things, the Issuer has agreed to loan to the Borrower and the Borrower has agreed to take a loan in the principal amount above, being the proceeds from the sale of those certain [$15,000,000] Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”), said proceeds to be disbursed to the Borrower in accordance with the provisions of the Transaction Documents. The Bonds are being issued by the Issuer pursuant to the Indenture.

At the option of the Issuer or the Trustee, exercised in accordance with the Indenture, the entire principal balance and accrued interest owing hereon shall at once become due and payable without notice or demand upon the occurrence at any time of any of the events (collectively, the “Events of Default”) set forth in the Loan Agreement or the Transaction Documents as defaults or Events of Default, after the passage of any applicable grace or cure period provided therein. Further, the Issuer or the Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation or covenant of the Borrower under this Note or the other Transaction Documents.
The Issuer’s or the Trustee’s failure to exercise the option to accelerate the maturity of this Note upon the happening of any one or more of the Events of Default shall not constitute a waiver of the right of the Issuer or the Trustee to exercise the same or any other option at that time with respect to such Event of Default or any other default hereunder or under any instrument securing, governing, guaranteeing or evidencing the loan evidenced by this Note (the “Loan”). The remedies provided in this Note in any other documents or instrument securing, governing, guaranteeing or evidencing the Loan, shall be cumulative and concurrent and may be pursued separately, successively or together as often as occasion therefor shall arise, at the direction of the Issuer. The acceptance by the holder hereof of any payment under this Note which is less than the payment in full of all amounts due and payable at the time of such payment shall not (i) constitute a waiver of or impair, reduce, release or extinguish any remedy or right to exercise the foregoing option or any other option granted to the holder or any other party in this Note, or under any other instrument securing, governing, guaranteeing or evidencing the loan evidenced hereby at that time or at any subsequent time, or nullify any prior exercise of any such option, or (ii) impair, reduce, release, extinguish or adversely affect the obligations of any party liable under such documents as originally provided therein.
The Borrower waives demand, presentment, notice of dishonor, notice of intention to accelerate the indebtedness evidenced hereby, notice of the acceleration of the maturity hereof, diligence in collecting, grace, notice (except as set forth in the Loan Agreement) and protest, and agrees to one or more extensions for any period or periods of time and to partial payments, before or after maturity, without prejudice to the holder of this Note.
If this Note is not paid when due, whether at maturity or by acceleration, or if, after the occurrence of a default or an Event of Default, this Note is placed with an attorney for collection, whether before or after maturity, the Borrower agrees to pay all reasonable costs of collection, including, but not limited to, reasonable legal fees and expenses incurred by or on behalf of the holder hereof.
The proceeds of this Note are to be used for business, commercial, investment or other similar purposes, and no portion thereof will be applied for personal, family or household use.
All agreements between the Borrower and the holder hereof, whether now existing or hereafter arising, and whether written or oral, are hereby limited so that in no event shall the interest payable hereunder (whether contracted for, charged or received by the holder hereof) exceed the maximum amount permissible under applicable law. If, from any circumstances whatsoever, interest would otherwise be payable to the holder hereof in excess of the maximum

lawful amount, the interest payable to the holder hereof shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the holder hereof shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any such excessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the holder hereof still, to the extent permitted by applicable law, be amortized, prorated, allocated arid throughout the full period until payment in full of the principal (including the period of any renewal or extension hereof) so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the Borrower and the holder hereof.
The characterization of the obligations of the Borrower hereunder as recourse, limited recourse or non-recourse shall be governed by Section 9.03 of the Loan Agreement, which Section is hereby incorporated herein, and shall be subject to the terms thereof.
The Borrower hereby acknowledges pursuant to the Loan Agreement, the Issuer is assigning to the Trustee all of the Issuer’s right, title and interest in and to this Note.
All notices, demands, other communications required or permitted to be given by the Issuer to the Borrower pursuant to this Note shall be given in accordance with Section 9.02 of the Loan Agreement. The Investor Limited Partner of the Borrower shall have the right, but not the obligation, to cure any default of Borrower hereunder and the Issuer shall accept such as if tendered by Borrower.
The Borrower agrees that any controversy arising under or in relation to this Note shall be litigated exclusively in Seminole County, Florida (the “Property Jurisdiction”). The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies, which shall arise under or in relation to this Note. The Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.
THE BORROWER AND THE ISSUER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES, AS THE ISSUER AND THE BORROWER, THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
The provisions of this Note and the Transaction Documents shall be binding on the successors and assigns of the Borrower, including, but not limited to, any receiver, trustee, representative or other person appointed under foreign or domestic bankruptcy, receivership or similar proceedings of the Borrower, and any person having an interest in the Borrower.

If any provision of this Note shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation of the Borrower contained in this Note shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Borrower to the full extent permitted by law.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN THE STATE OF FLORIDA.

[SIGNATURE PAGES TO FOLLOW]

SIGNATURE PAGE TO PROMISSORY NOTE
(San Jose Apartments)

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Promissory Note or caused this Promissory Note to be duly executed and delivered by its authorized representative as of the date first set forth above. The undersigned intends that this instrument shall be deemed to be signed and delivered as a sealed instrument.

SAN JOSE PRESERVATION, LTD., a Florida
limited liability company
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Russell Condas
Vice President

ENDORSEMENT TO BORROWER PROMISSORY NOTE
(San Jose Apartments)

Pay to the order of:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, as Trustee, without recourse.

ATTEST:

By:		 George S. Flint, Assistant Secretary
Dated as of 	, 2026

OSCEOLA	COUNTY	HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chair

Section E

EXHIBIT E ARBITRAGE REBATE AGREEMENT

ARBITRAGE REBATE AGREEMENT
This  ARBITRAGE  REBATE  AGREEMENT  (the  “Agreement”)  dated  as  of
	 1, 2026, is by and among the Osceola County Housing Finance Authority (the “Authority”), and San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), pursuant to that certain Trust Indenture dated as of 	 1, 2026 (the “Indenture”) between the Authority and the Trustee.
W I T N E S S E T H:
WHEREAS, the Authority has issued its Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments), in the principal amount of $15,000,000 (the “Bonds”); and
WHEREAS, in order to ensure that the Bonds will comply with the Code and the Regulations (as defined below), the Authority, the Borrower and the Trustee agree as follows:
ARTICLE I DEFINITIONS
Section 101. Terms not otherwise defined in Section 102 hereof shall have the meanings given to them in the Arbitrage Certificate of the Authority delivered in connection with the issuance of the Bonds.
Section 102. The following terms shall have the following meanings:
Bond Counsel’s Opinion shall mean an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the Authority.
Bond Year shall mean the one-year period beginning on the day after the expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of the Bonds and shall end on the date one calendar year later. The last Bond Year shall end on the date of retirement of the last Bond.
Bond Yield shall mean the discount rate that produces a present value as of the first day of any Computation Period equal to the Issue Price of all payments of principal, interest and fees for qualified guarantees within the meaning of Regulations section 1.148-4(f) attributable to the Computation Period as determined under Regulations section 1.148-4(c).
Code shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.
Computation Date shall mean the Maturity Date or the earlier date upon which all of the Bonds have been redeemed or defeased. After the first required payment date, the Borrower must consistently treat the last day of each Bond Year as the Computation Date.

Computation Period shall mean the period between Computation Dates. The first Computation Period begins on the date of issue of the Bonds and ends on the first Computation Date. Subsequent Computation Periods begin on the date immediately following the Computation Date and end on the next Computation Date.
Gross Proceeds shall mean:
any amounts actually or constructively received by the Authority from the sale of the Bonds but excluding amounts used to pay accrued interest on the Bonds within one year of the date of issuance of the Bonds;
transferred proceeds of the Bonds under Regulations section 1.148-9;
any amounts actually or constructively received from investing amounts described in (a), (b) or this (c); and
replacement proceeds of the Bonds within the meaning of Regulations section 1.148-1(c). Replacement proceeds include amounts reasonably expected to be used directly or indirectly to pay debt service on the Bonds, pledged amounts where there is reasonable assurance that such amounts will be available to pay principal or interest on the Bonds in the event the Authority encounters financial difficulties and other replacement proceeds within the meaning of Regulations section 1.148-1(c)(4).
Whether an amount is Gross Proceeds is determined without regard to whether the amount is held in any fund or account established under the Indenture or Loan Agreement.
Investment Property shall mean any security, obligation (other than a tax-exempt bond within the meaning of Code section 148(b)(3)(A)), annuity contract or investment-type property within the meaning of Regulations section 1.148-1(b).
Issue Price is $15,000,000 for the first Computation Period, which is the aggregate of the purchase price of the Bonds by the public (as defined in Regulations section 1.148-1(f)) at which price a substantial amount of the Bonds was sold to the public. For subsequent Computation Periods, Issue Price shall be the deemed “issue price” as determined under Regulations section 1.148-4(c)(2)(iv).
Nonpurpose Investment shall mean any Investment Property acquired with Gross Proceeds of an issue, and which is not acquired to carry out the governmental purposes of the Bonds (as defined under Section 148(f)(6) of the Code.
Payment shall mean any payment within the meaning of Regulations section 1.148-3(d)(1) with respect to a Nonpurpose Investment.
Rebate Requirement shall mean as of the last day of any Computation Period the excess of the future value of all Receipts over the future value of all Payments. For purposes of calculating the Rebate Requirement, the Bond Yield shall be used to determine the future value of Receipts and Payments in accordance with Regulations section 1.148-3(c).

Receipt shall mean any receipt within the meaning of Regulations section 1.148-3(d)(2) with respect to a Nonpurpose Investment.
Regulations shall mean the sections 1.148-1 through 1.148-6 and section 1.150-1 of the regulations of the United States Department of the Treasury promulgated under the Code, including any amendments thereto or successor regulations.
Yield shall mean the discount rate that, when used in computing the present value as of the date the Nonpurpose Investment is first allocated to the Bonds of all unconditionally payable receipts from the Nonpurpose Investment, produces an amount equal to the present value of all unconditionally payable payments for the Nonpurpose Investment, using semi-annual compounding on the basis of a 360-day year. The purchase price of a Nonpurpose Investment is the amount of Gross Proceeds directly used to purchase the investment (including brokerage commissions and other qualified administrative costs within the meaning of Regulations section 1.148-5(e)(2)) or, if not so directly purchased, its value (as determined under Regulations section 1.148-5(d)) on the date it becomes a Nonpurpose Investment. The yield on a NonPurpose Investment shall take into account any Yield Reduction Payment to be made in accordance with Regulations section 1.148-5(c).
Yield Reduction Payment shall mean any amount paid to the United States in accordance with Regulations section 1.148-5(c), including any Payment.
ARTICLE II REBATE PAYMENTS
Section 201. Prior to each Computation Date, the Borrower shall cause the Rebate Requirement and any Yield Reduction Payment to be calculated and the Borrower shall pay to the Trustee for deposit in the Rebate Fund established under the Indenture the amount by which the Rebate Requirement (and, if required, the Yield Reduction Payment) exceeds the amount on deposit in the Rebate Fund. The Borrower shall direct the Trustee in writing to pay to the United States of America out of amounts held in the Rebate Fund:
not later than 60 days after the end of the third Bond Year and every fifth Bond Year thereafter, an amount which, when added to the future value of all previous rebate payments with respect to the Bonds (determined as of the last day of such Bond Year), is equal to at least 90% of the Rebate Requirement (determined as of the last day of such Bond Year) and any additional amount of Yield Reduction Payment required; and
not later than 60 days after the retirement of the last Bond, an amount equal to 100% of the Rebate Requirement (determined as of the date of retirement of the last Bond) and any additional amount of Yield Reduction Payment required.
If the Trustee does not hold sufficient amounts in the Rebate Fund to make such payments, the Borrower shall transfer to the Trustee the amount of any such deficiency. Each payment required to be made under this Section shall be filed by the Trustee, at the written direction of the Borrower, with the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date

such payment is due, and shall be accompanied by a completed IRS Form 8038-T furnished to the Trustee by the Borrower.
ARTICLE III INVESTMENTS
Section 301. No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value.
Section 302. For purposes of Section 301, whether a Nonpurpose Investment has been purchased or sold or disposed of for its fair market value shall be determined as follows:
The fair market value of a Nonpurpose Investment generally shall be the price at which a willing buyer would purchase the Nonpurpose Investment from a willing seller in a bona fide arm’s length transaction. Fair market value shall be determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding.
Except as provided in Section 303 and 304, a Nonpurpose Investment that is not of a type traded on an established securities market, within the meaning of Code section 1273, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value.
If a United States Treasury obligation is acquired directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be treated as establishing the fair market value of the obligation.
Section 303. The purchase price of a certificate of deposit that has a fixed interest rate, a fixed payment schedule and a substantial penalty for early withdrawal is considered to be its fair market value if the yield on the certificate of deposit is not less than:
the yield on reasonably comparable direct obligations of the United States; and
the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public.
Section 304. A guaranteed investment contract shall be considered acquired and disposed of for an amount equal to its fair market value if:
A bona fide solicitation in writing for a specified guaranteed investment contract, including all material terms, is timely forwarded to all potential providers. The solicitation must include a statement that the submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Authority or any other person (whether or not in connection with the Bonds), and that the bid is not being submitted solely as a courtesy to the Authority or any other person for purposes of satisfying Treas. Reg. §1.148-5(d)(6)(iii)(B)(1) or (2).

All potential providers have an equal opportunity to bid, with no potential provider having the opportunity to review other bids before providing a bid.
At least three reasonably competitive providers (i.e. having an established industry reputation as a competitive provider of the type of investments being purchased) are solicited for bids. At least three bids must be received from providers that have no material financial interest in the Bonds (e.g., a lead underwriter within 15 days of the issue date of the Bonds or a financial advisor with respect to the investment) and at least one of such three bids must be from a reasonably competitive provider. If the Authority or Trustee uses an agent to conduct the bidding, the agent may not bid.
The highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker’s fees) is purchased.
The determination of the terms of the guaranteed investment contract takes into account as a significant factor the reasonably expected deposit and drawdown schedule for the amounts to be invested.
The terms for the guaranteed investment contract are commercially reasonable (i.e., have a legitimate business purpose other than to increase the purchase price or reduce the yield of the guaranteed investment contract).
The provider of the investment contract certifies the administrative costs (as defined in Regulations section 1.148-5(e)) that it pays (or expects to pay) to third parties in connection with the guaranteed investment contract.
The Authority or Borrower retains, until three years after the last outstanding Bond is retired, (i) a copy of the guaranteed investment contract, (ii) a receipt or other record of the amount actually paid for the guaranteed investment contract, including any administrative costs paid by the Authority or Trustee and a copy of the provider’s certification described in (g) above,
(iii) the name of the person and entity submitting each bid, the time and date of the bid, and the bid results and (iv) the bid solicitation form and, if the terms of the guaranteed investment contract deviates from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose of the deviation.
ARTICLE IV REMEDIAL ACTIONS
Section 401. The Authority hereby calls to the attention of the Borrower its internal requirement that the Borrower fulfill the Authority’s required procedures (the most relevant portions of which are attached hereto as Exhibit A) regarding failure to use proceeds for exempt facilities, and the Authority and the Borrower hereby agree to abide by said procedures in connection with the Bonds.

ARTICLE V FURTHER ASSURANCES
Section 501. The Borrower shall take, and shall direct the Trustee in writing to take, all necessary and desirable steps, as determined by the Borrower, to comply with the requirements hereunder in order to ensure that interest on the Bonds is excluded from gross income for federal income tax purposes under the Code; provided, however, compliance with any such requirement shall not be required in the event the Borrower and the Trustee receive a Bond Counsel’s Opinion that either (i) compliance with such requirement is not required to maintain the exclusion from gross income of interest on the Bonds, or (ii) compliance with some other requirement will meet the requirements of the Code. In the event the Borrower and the Trustee receive such a Bond Counsel’s Opinion, the parties agree to amend this Agreement to conform to the requirements set forth in such opinion.
Section 502. If for any reason any requirement hereunder is not complied with, the Borrower shall take, and shall direct the Trustee in writing to take, all necessary and desirable steps, as determined by the Borrower, to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence and the Trustee shall pay from amounts in the funds and accounts held under the Indenture, or if such amounts are insufficient the Borrower shall pay, any required interest or penalty under Regulations section 1.148-3(h).
Section 503. Notwithstanding anything else herein contained to the contrary, the Trustee’s obligations hereunder shall be limited to (i) following the written directions of the Borrower as to the investment of funds held by the Trustee under the Indenture in specifically identified investments, (ii) making the deposits of funds provided by the Borrower into the Rebate Fund, and
(iii) making the payments to the United States of America as directed by the Borrower pursuant to Article II hereof, and otherwise shall have no responsibility or liability for compliance with Section 148 of the Code or for monitoring compliance by the Borrower of any of the provision hereunder or under Section 148 of the Code.

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SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(San Jose Apartments)

IN WITNESS WHEREOF, the undersigned have set their hands and seals to this Arbitrage Rebate Agreement as of the day first above written.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

ATTEST:

By:		 Duane Owen, Chair

By:		 George S. Flint
Assistant Secretary

SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(San Jose Apartments)

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:	

SIGNATURE PAGE TO ARBITRAGE REBATE AGREEMENT
(San Jose Apartments)

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

EXHIBIT A
REMEDIAL ACTION RULE WRITTEN PROCEDURES FOR EXEMPT FACILITY BONDS UNDER SECTION 142 OF THE CODE AND SECTION 1.142-2 OF THE REGULATIONS
General Rule. If less than 95 percent of the net proceeds of an issue of exempt facility bonds are actually used to provide an exempt facility, and for no other purpose, the issue will be treated as meeting the use of proceeds requirement of Section 142(a) of the Code if the issue meets the conditions of paragraph (b) of this Exhibit A and the Authority takes the remedial action described in paragraph (c) of this Exhibit A.
Reasonable Expectations Requirement. In order to take the remedial action described in paragraph (c) of this Exhibit A, the Authority must have reasonably expected (which in this case it did, reasonably based on the stated expectations of the Borrower) on the issue date of the issue of exempt facility bonds that 95 percent of the net proceeds of the issue would be used to provide an exempt facility and for no other purpose for the entire term of the bonds (disregarding any redemption provisions). To meet this condition, the amount of the issue must have been based upon reasonable estimates about the cost of the facility.
The requirement set forth in this paragraph (b) was satisfied at closing of the issue of the Bonds described in the Arbitrage and Rebate Agreement to which this Exhibit A is attached.
Redemption or Defeasance.
In General. The requirements of this paragraph (c) are met if all of the nonqualified portion of the Bonds (the “nonqualified bonds”) is redeemed on the earliest call date after the date on which the failure to properly use the proceeds occurs. Proceeds of tax-exempt Bonds (other than certain proceeds described in paragraph (d)(1) of this Exhibit A) must not be used for this purpose. If the Bonds are not redeemed within 90 days of the date on which a failure to properly use proceeds occurs, a defeasance escrow must be established for those Bonds within 90 days of that date.
Notice of Defeasance. The Authority must provide written notice to the Commissioner of Internal Revenue of the establishment of a defeasance escrow within 90 days of the date the escrow is established.
Special Limitation. The establishment of a defeasance escrow does not satisfy the requirements of this paragraph (c) if the period between the issue date of the Bonds and the first call date is more than ten and one half (10.5) years.
Special Rule for Dispositions of Personal Property. For dispositions of personal property exclusively for cash, the requirements of this paragraph (c) are met if the Borrower expends the disposition proceeds within six (6) months of the date of the disposition to acquire replacement property for the same qualifying purpose as the project for which the Bonds were issued under Section 142 of the Code.

Definition of Disposition Proceeds. Disposition proceeds means any amounts (including property, such as an agreement to provide services) derived from the sale, exchange, or other disposition of property (other than investments) financed with the proceeds of an issue of bonds (in this case, the Bonds).
When a Failure to Properly Use Proceeds Occurs.
Proceeds Not Spent. For net proceeds that are not yet spent, a failure to properly use proceeds occurs on the earlier of the date on which the Borrower reasonably determines that the financed facility will not be completed or the date on which the financed facility is placed in service.
Proceeds Spent. To the extent the regulatory remedial action rules apply in this case, for net proceeds that are spent, a failure to properly use proceeds occurs on the date on which an action is taken that causes the proceeds of the Bonds not be used for the qualifying purpose for which the Bonds was issued.
Nonqualified Bonds.
Amount of Nonqualified Bonds. For purposes of this Exhibit A, the “nonqualified bonds” are a portion of the outstanding Bonds in an amount that, if the remaining Bonds were issued on the date on which the failure to properly use the proceeds occurs, at least 95 percent of the net proceeds of the remaining Bonds would be used to provide an exempt facility. If no proceeds have been spent to provide an exempt facility, all of the outstanding Bonds are nonqualified bonds.
Allocation of Nonqualified Bonds. Allocations of nonqualified bonds must be made on a pro rata basis, except that the Authority may treat any portion of the Bonds as the nonqualified bonds so long as
The remaining weighted average maturity of the issue of the Bonds, determined as of the date on which the nonqualified bonds are redeemed or defeased (determination date), and excluding from the determination the nonqualified bonds redeemed or defeased by the Authority to meet the requirements of paragraph (c) of this Exhibit A, is not greater than
The remaining weighted average maturity of the Bonds, determined as of the determination date, but without regard to the redemption or defeasance of any portion of the Bonds (including the nonqualified bonds) occurring on the determination date.

Section F

EXHIBIT F ENVIRONMENTAL INDEMNITY

ENVIRONMENTAL INDEMNITY
San Jose Apartments

THIS ENVIRONMENTAL INDEMNITY (this “Indemnity”) is made and entered into as of 	 1, 2026, jointly and severally, by SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the “Borrower”), SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company, LINCOLN AVENUE CAPITAL LLC, a Delaware limited liability company, SAN JOSE DEVELOPER LLC, a Delaware limited liability company, JEREMY BRONFMAN 2014 REVOCABLE TRUST and JEREMY S. BRONFMAN, individually (each individually, referred to as an “Indemnitor” and collectively as the “Indemnitors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement and Indenture.

R E C I T A L S:

All capitalized terms in this Indemnity not otherwise defined herein shall have the meanings set forth in the Loan Agreement and/or the Indenture (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of 	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS, AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and
To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this

reference, setting forth certain terms and conditions relating to the acquisition of the Land and the rehabilitation and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA, a
Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.
Concurrently herewith the Borrower is executing the Note, the Lender Disbursement Agreement, the other financing documents, and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Indemnity as a condition precedent to Issuer's making of the Loan, and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Indemnitors of this Indemnity.

NOW, THEREFORE, for and in consideration of the premises and as part of the consideration for Issuer's Loan to Borrower, the Indemnitors, as an inducement to Issuer to make the Loan, hereby covenant and agree to and for the benefit of Issuer, and its successors and assigns, including specifically the Trustee, as follows:
Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein.
Hazardous Substances. As used in this Indemnity, the term "Hazardous Substances" means any hazardous or toxic substances materials or wastes, which are, have been, or become regulated under any applicable local, state or federal law including, but not limited to each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law, including without limitation, asbestos, asbestos-containing materials, poly-chlorinated biphenyls, urea foam formaldehyde insulation, radon and lead-based paint, and those substances, materials, and wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, and such substances, materials and wastes such as (i) petroleum and petroleum products, (ii) asbestos containing materials, (iii) polychlorinated biphenyls,
(iv) "hazardous substances" as designated pursuant to Section 311 of the Clean Water Act, 33
U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (v) substances defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (vi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (vii) defined as "pollutants" under the Florida "Pollutant Discharge Prevention and Control Act", Ch. 376, Florida Statutes, or (viii) fungus, molds or similar agents related to indoor air quality. The term “Environmental Laws” shall mean and include each and every federal, state or local statute, regulation or ordinance or any judicial or administrative decree, policy, guidance or decision, whether now existing or hereafter enacted, promulgated or

issued, governing or relating to the protection of the environment, natural resources and human health and safety, with respect to any Hazardous Substances, Environmentally Sensitive Areas (as hereinafter defined), drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions, wells or radon.

Compliance with Laws and Regulations and Certification. The Indemnitors hereby represent, warrant, covenant and agree to and with Issuer, to the best of their knowledge, that all operations or activities upon, or any use or occupancy of the Property, or any portion thereof, by the Borrower, the Indemnitors, or, to Borrower's knowledge, by any tenant or other occupant of the Property, or any portion thereof, is presently and shall throughout the term of the Loan be in compliance with all state, federal and local laws and regulations governing or in any way relating to the generation, handling, manufacturing, treatment, storage, use, transportation, spillage, leakage, dumping, discharge or disposal (whether legal or illegal, accidental or intentional) of any Hazardous Substances; and that Indemnitors have not at any time engaged in or permitted, nor has any employee of the Indemnitors, or to Indemnitors' knowledge and except as disclosed in any environmental audit or report furnished to the Issuer, the receipt of which has been acknowledged by the Issuer, any predecessor in title to the Borrower, or to Borrower’s knowledge any tenant or occupant of the Property or any portion thereof, engaged in or permitted any dumping, discharge, disposal, spillage or leakage (whether legal or illegal, accidental or intentional) of such Hazardous Substances, at, on, in or about the Property, or any portion thereof, or on adjacent or other properties. The Indemnitors further represent and warrant to Issuer that they have not received any summons, citation, complaint, inspection report, letter or other communication, whether written or verbal, from any agency or department of any government or any other third party, concerning the presence on the Property of any Hazardous Substances, and that should any such summons, citation, complaint, inspection report, letter or other communication be received in the future, the Indemnitors shall immediately notify Issuer of the fact and content thereof. In the event it is determined that any action must be taken with regard to the presence, whether past, present or future, of any such Hazardous Substances on the Property, the Indemnitors covenant and agree to take all such action necessary to bring the Property into compliance with all applicable laws, regardless of whether or not the Indemnitors caused said matters. The Indemnitors acknowledge that Issuer is relying on the representations and covenants contained in this paragraph in making the Loan secured by the Loan Documents.

Indemnity. The Indemnitors, jointly and severally, agree to indemnify, protect, defend (with counsel reasonably approved by Issuer) and hold Issuer, and the directors, officers, members, employees and agents of Issuer, their successors and assigns, including, but not limited to, the Trustee (which parties shall be included in the term “Issuer” as used herein), harmless from any claims (including, without limitation, third party claims for personal injury, real or personal property damage, or any other damages), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses including reasonable attorneys' and paralegals' fees and expenses (including any such fees and expenses incurred in enforcing this Indemnity or collecting any sums due hereunder), reasonable consultant fees and expert fees, together with all other costs and expenses of any kind or nature which are incurred in favor of third parties (collectively, the "Costs") that arise directly or indirectly from or in connection with the

presence, suspected presence, release or suspected release of any Hazardous Substance in or into the air, soil, surface water, groundwater or soil vapor at, on, about, under or within the Property, or any portion thereof, or that has migrated from the Property to adjacent or nearby properties unless the same is caused by one or more indemnitees or while one or more of the indemnitees are in control of the Property. The indemnification provided in this paragraph shall specifically apply to and include claims or actions related to Hazardous Substances brought by or on behalf of employees of the Indemnitors related to Hazardous Substances, and the Indemnitors hereby expressly waive any immunity between the Indemnitors and Issuer (or other Indemnitee) to which the Indemnitors may otherwise be entitled under any industrial, worker's compensation or other laws. In the event Issuer or any other Indemnitee shall suffer or incur any such Costs, the Indemnitors shall pay to Issuer or any other Indemnitee the total of all such Costs suffered or incurred by it upon demand therefor unless caused by the negligence or misconduct of the indemnified party or its agents or employees, or unless caused after the Issuer or other Indemnitee has taken possession of the Property. Without limiting the generality of the foregoing, the indemnification provided by this Paragraph 4 shall specifically cover Costs, including capital, operating and maintenance costs, incurred in connection with any investigation, assessment or monitoring of site conditions, any clean-up, containment, remedial, removal or restoration work, including the restoration of natural resource damage, required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental or other entity or person because of or related to the presence, suspected presence, release or suspected release of any Hazardous Substance in or into the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) or that has migrated from the Property to adjacent or nearby properties, and any claims of third parties for loss or damage due such Hazardous Substance. In addition, the indemnification provided by this Paragraph 4 shall include, without limitation, all loss or damage sustained by Issuer or any third party claiming by or through the Issuer due to any Hazardous Substance (i) that is present or suspected to be present in the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) on or before the date of this Indemnity, or (ii) that migrates, flows, percolates, diffuses or in any way moves onto, into or under the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) or affects adjacent or nearby properties, after the date of this Indemnity, irrespective of whether such Hazardous Substance shall be present or suspected to be present in the air, soil, groundwater, surface water or soil vapor at, on, about, under or within the Property (or any portion thereof) as a result of any release, discharge, disposal, dumping, spilling, or leaking (accidental or otherwise) onto the Property (or any portion thereof) occurring before, on or after the date of this Indemnity or caused by any person or entity other than the Indemnitees.
Environmental Audit/Report. At the request of Issuer, if Issuer has reasonable cause to believe the Property may have been affected by a Hazardous Substance, the Indemnitors shall obtain at their own expense an environmental audit/report (the "Report") on the Property under the following conditions:

The Report shall be prepared by a third party provider and include a scope of work reasonably acceptable to Issuer. Said third party provider shall be experienced in providing environmental audits/reports in the area where the Property is located. The Report shall be signed

and sealed by a consulting engineer or other environmental professional licensed to perform such work in the State of Florida.

The Report shall disclose any and all hazardous substance and waste conditions involving the Property as well as any other hazardous substance or waste matters about which Issuer may request that a Report be furnished.

The cost for the Report shall be paid for by the Indemnitors.

The Report may be required from time to time by Issuer, and the fact that such a report has not been required from time to time by Issuer shall not constitute a waiver as to the right of Issuer hereunder to require that said Reports be furnished from time to time.

In the event the Report should disclose any Hazardous Substance located on the Property or otherwise recommend any actions to be taken in regard to any Hazardous Substance, the Indemnitors shall promptly, at their expense, perform appropriate assessment and remedial actions necessary to remove said Hazardous Substance and comply with such recommendations and applicable laws and regulations.

Remedial Work. In the event any investigation, assessment or monitoring of site conditions or any clean-up, containment, restoration, removal or other remedial work (collectively, the "Remedial Work") is required under any applicable federal, state or local law or regulation, by any judicial order, or by any governmental entity, or in order to comply with any agreements affecting the Property because of, or in connection with, any occurrence or event described in Paragraph 4 above, or as the result of findings of a report or audit produced pursuant to Paragraph 5 above or other notice to the Borrower or Issuer, the Indemnitors shall perform or cause to be performed the Remedial Work in compliance with such law, regulation, order or agreement; provided, however, that the Indemnitors may withhold such compliance pursuant to a good faith dispute regarding the application, interpretation or validity of the law, regulation, order, or agreement, subject to the requirements of Paragraph 7 below. All Remedial Work shall be performed by one or more contractors, selected by the Indemnitors and approved in advance in writing by Issuer, and under the supervision of a consulting engineer or other environmental professional licensed to perform such work in the State, selected by the Indemnitors and approved in advance in writing by Issuer. All costs and expenses of such Remedial Work shall be paid by the Indemnitors including, without limitation, the reasonable charges of such contractor(s) and/or the consulting engineer or other environmental professional licensed to perform such work in the State, and Issuer's or other Indemnities reasonable legal fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event the Indemnitors shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remedial Work, Issuer may, but shall not be required to, cause such Remedial Work to be performed after notice to Indemnitors, and all costs and expenses thereof or incurred in connection therewith, shall be Costs within the meaning of Paragraph 4 above. All such Costs shall be due and payable by the Indemnitors upon demand therefor by Issuer.

Contest of Remedial Work. Notwithstanding any provision of this Indemnity to the contrary, the Indemnitors will be permitted to contest or cause to be contested, subject to

compliance with the requirements of this paragraph, by appropriate action any Remedial Work requirement, and Issuer shall not perform such requirement on its behalf, so long as no “Event of Default” has occurred is continuing under the Mortgage or any other Loan Documents, and the Indemnitors have given Issuer written notice that the Indemnitors are contesting or shall contest or cause to be contested the same, and the Indemnitors actually contest or cause to be contested the application, interpretation or validity of the governmental law, regulation, order or agreement pertaining to the Remedial Work by appropriate proceedings conducted in good faith and with due diligence; provided, however, such contest shall not subject Issuer or any assignee of its interest (including any person having a participation interest or beneficial interest) in the Loan or the Loan Documents to civil liability and does not jeopardize any such party's lien upon or interest in the Property or affect in any way the payment of any sums to be paid under the Loan. The Indemnitors shall give such security or assurances as may be reasonably required by Issuer to insure compliance with the legal requirements pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale, forfeiture or loss by reason of such nonpayment or noncompliance.

Subrogation of Indemnity Rights. If the Indemnitors fail to perform under Paragraph 4 above, Issuer shall be subrogated to any rights the Indemnitors may have under any indemnifications from any present, future or former owners, tenants or other occupants or users of the Property (or any portion thereof), relating to the matters covered by this Indemnity.
Assignment by Issuer. No consent by the Indemnitors shall be required for any assignment or reassignment of the rights of Issuer hereunder to Trustee or to one or more purchasers of the Loan, the Loan Documents or the Property, or any portion thereof.
Merger, Consolidation or Sale of Assets. In the event of a disposition of all or substantially all the assets of the Indemnitors to one or more persons or other entities or the merger or consolidation of the Indemnitors with another entity, the surviving entity or transferee of assets, as the case may be, shall (i) be formed and existing under the laws of a state, district or commonwealth of the United States of America, and (ii) deliver to Issuer an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of the Indemnitors under this Indemnity. The dissolution of the Indemnitors shall not relieve current or future shareholders, officers, directors, partners, managers, members or beneficiaries of the Indemnitors from the obligations and liabilities of the Indemnitors hereunder.

Independent Obligations; Survival. Notwithstanding anything to the contrary contained in any of the Loan Documents, including, without limitation, the Bond or the Mortgage, the obligations of the Indemnitors under this Indemnity shall survive the consummation of the Loan transaction described above, the repayment of the Loan and the Bonds, and any assumption of the Loan by a successor to the Indemnitors (whether or not the assumption was approved or disapproved or whether or not the Borrower was released from liability on the Loan) and reconveyance of the Property or foreclosure of the Lender Mortgages; provided, however, that such liability shall be limited by the repayment and satisfaction of the Note, Lender Mortgages and other Loan Documents if and to the extent the Borrower contemporaneously with such repayment and satisfaction furnishes Issuer with an environmental assessment report acceptable to Issuer reflecting that the Property is not in violation of Hazardous Substances Laws and any illegal

dumping, spillage, discharge, disposal or leakage of any Hazardous Substances which has occurred on the Property during the term of the Loan has been removed to Issuer's reasonable satisfaction; and provided further that Indemnitors shall not be liable by way of indemnification or otherwise with respect to Hazardous Substances as provided herein if the Property becomes contaminated subsequent to Issuer's acquisition of title to the Property by foreclosure of the Lender Mortgages or acceptance of a deed in lieu thereof or subsequent to any transfer of title to all (but not less than all) of the Property by means of a transfer approved by Issuer pursuant to the Lender Mortgages, provided that such transferee assumes in writing all obligations of Borrower with respect to Hazardous Substances pursuant to the Lender Mortgages and further provided that the obligations of the Borrower hereunder shall run to the Issuer and its successors and assigns but shall not run with the land. The obligations of the Indemnitors under this Indemnity are separate and distinct from the obligations of the Borrower and/or the Indemnitors, as applicable, under the Loan Documents. This Indemnity may be enforced by Issuer without regard to any other rights and remedies Issuer may have against any of the Indemnitors under the Loan Documents and without regard to any limitations on Issuer’s recourse as may be provided in the Loan Documents. Enforcement of this Indemnity shall not be deemed to constitute an action for recovery of the indebtedness of the Loan nor for recovery of a deficiency judgment against the Borrower and/or the Indemnitors following foreclosure of one or both of the Lender Mortgages, if any. The Borrower and/or the Indemnitors expressly and specifically agree that a separate action or actions may be brought and prosecuted against the Indemnitors hereunder, whether or not action is brought against the Borrower and/or the Indemnitors under the Loan Documents.

Default Interest. Any Costs and other payments required to be paid by the Indemnitors to Issuer under this Indemnity which are not paid within ten (10) days of the sending of written demand therefor shall thereupon be considered "Delinquent". In addition to all other rights and remedies of Issuer against the Indemnitors as provided herein, or under applicable law, the Indemnitors shall pay to Issuer, immediately upon demand therefor, Default Interest (as defined below) as to any such payments which are or have become Delinquent. Default Interest shall be paid by the Indemnitors from the date such payment becomes Delinquent through and including the date of payment of such Delinquent sums. As used herein, "Default Interest" shall be the lesser of (i) the maximum rate of interest permitted by applicable law or (ii) eighteen percent (18%) per annum.
Counterparts. This Indemnity may be executed in one or more counterparts, each of which shall be deemed an original. Said counterparts shall constitute but one and the same instrument and shall be binding upon each Indemnitor as fully and completely as if all had signed but one instrument. The joint and several liability of the Indemnitors shall be unaffected by failure of any Indemnitor to execute any or all of the counterparts.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b) national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above

shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.

Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: Jcarpenter@lathamluna.com Telephone: (407) 481-5800
Indemnitors:	San Jose Preservation, Ltd.
San Jose Preservation GP LLC Lincoln Avenue Capital LLC San Jose Developer LLC
Jeremy Bronfman 2014 Revocable Trust Jeremey Bronfman
c/o Lincoln Avenue Capital 401 Wilshire Blvd., Suite 1070 Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com Attention: Hanna Jamar, Esq.
Email: Hanna@lincolnavecap.com
with a copy to:	Cohen & Liuzzo, PLLC
169 Madison Ave., Suite 15054 New York, NY 10016 Attention: Eleor Cohen, Esq.
Email: ecohen@cohenliuzzo.com Telephone: (347) 886-4118

with a copy to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, FL 33130
Attention: Brian McDonough, Esq. Email: bmcdonough@stearnsweaver.com Telephone: (305) 789-4107
Borrowers Investor
Limited Partner:	TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110
with a copy to:	Nixon Peabody LLP
Exchange Place 53 State Street
Boston, MA 02109
Attn: Nathan A. Bernard, Esq.

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982

with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 32202 Attention: Tim Bramwell, Esq. Telephone: (904) 598-8633
Email: Tim.bramwell@akerman.com

Servicer:	First Housing Development Corporation of Florida
107 S. Willow Avenue Tampa, Florida 33606-1945 Attention: Edward Busansky Telephone: (813) 289-9410
Email: ebusansky@firsthousingfl.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Indemnity and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Amendments in Writing. No provision of this Indemnity may be changed, waived, discharged or terminated orally, by telephone or by any other means except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
Choice of Law. This Indemnity shall be governed by and construed in accordance with the laws of the State of Florida.
Jurisdiction. The Indemnitors hereby acknowledge and agree that, in the event legal action is instituted to collect any amounts due Issuer or the Trustee or their respective successors or assigns, or to otherwise enforce this Indemnity, the Borrower and each Indemnitor consent to and by execution hereof submit to the jurisdiction of any state court sitting in or for Osceola County, Florida.
Miscellaneous.

If there shall be more than one Indemnitor, each Indemnitor agrees that
(i) the obligations of the Indemnitor hereunder are joint and several, (ii) a release of any one or more of the Indemnitors or any limitation of this Indemnity in favor of or for the benefit of one or more of the Indemnitors shall not in any way be deemed a release of or limitation in favor of or for the benefit of any other Indemnitors, and (iii) a separate action hereunder may be brought and prosecuted against one or more of the Indemnitors. A failure to provide indemnification upon demand shall entitle Issuer to pursue the next Indemnitor in order to obtain the indemnification described herein. Issuer does not have to exhaust all or any legal avenues in order to seek indemnification from the next Indemnitor in order.
No delay or omission in exercising any right hereunder shall operate as a waiver of such right or any other right.
This Indemnity shall be binding upon, inure to the benefit of and be enforceable by the Indemnitors and Issuer, and their respective successors and assigns, including (without limitation) any assignee or purchaser of all or any portion of Issuer's interest in the Loan, the Loan Documents or the Property.
Paragraph headings used herein are for convenience only and shall not be construed as controlling the scope of any provision hereof.
As used herein, the neuter gender shall include the masculine and the feminine genders, and vice versa, as the case may be, and the singular includes the plural, and the plural includes the singular, as the context demands.

Time is of the essence in this Indemnity.

Each paragraph, provision, sentence and part thereof of this Indemnity shall be deemed separate from each other paragraph, provision, sentence or part thereof and the invalidity or unenforceability for any reason or to any extent, of any such portion of this Indemnity shall not affect the enforceability of the remaining portions of this Indemnity, or of any other Loan Document, or the application of such paragraph, provision, sentence or part thereof to other, dissimilar facts or circumstances.
The provisions of this Indemnity are in addition to, and shall in no way limit the representations and indemnities given pursuant to the Financing Agreements and any Loan Documents.

This Indemnity shall not run with the land and shall be personal to Issuer and its successors and assigns.
Legal Fees. The Indemnitors agree to pay all costs of collection and/or enforcement against Indemnitors under this Indemnity including reasonable legal fees whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceeding or otherwise.
WAIVER OF JURY TRIAL. THE INDEMNITORS HEREBY, AND THE ISSUER BY ITS ACCEPTANCE OF THIS INDEMNITY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS INDEMNITY AND ALL LOAN DOCUMENTS AND OTHER AGREEMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY, WHETHER IN CONNECTION WITH THE MAKING OF THE LOAN, COLLECTION OF THE LOAN, OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER MAKING THE LOAN EVIDENCED BY THE BOND.

[Signature pages begin on next page]

COUNTERPART SIGNATURE PAGE FOR ENVIRONMENTAL INDEMNITY
San Jose Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware	limited	liability	company,	its general partner

By:		 Tyler Conger, Vice President

SAN JOSE PRESERVATION GP LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President
LINCOLN AVENUE CAPITAL LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President
SAN JOSE DEVELOPER LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

COUNTERPART SIGNATURE PAGE FOR ENVIRONMENTAL INDEMNITY
San Jose Apartments

IN WITNESS WHEREOF, the Indemnitors have caused this Indemnity to be executed as of the date first set forth above.

JEREMY BRONFMAN 2014 REVOCABLE TRUST

By:		 Jeremy S. Bronfman, Trustee

By:		 Jeremy S. Bronfman, individually

EXHIBIT “A”

LEGAL DESCRIPTION

(San Jose Apartments)

Section G

EXHIBIT G
GUARANTY OF RECOURSE OBLIGATIONS

CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS

San Jose Apartments
THIS  CONTINUING,  ABSOLUTE  AND  UNCONDITIONAL  GUARANTY  OF
RECOURSE OBLIGATIONS (the "Guaranty") is made as of 	 1, 2026 jointly and severally, by SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the “Borrower”), SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company, LINCOLN AVENUE CAPITAL LLC, a Delaware limited liability company, SAN JOSE DEVELOPER LLC, a Delaware limited liability company, JEREMY BRONFMAN 2014 REVOCABLE TRUST and JEREMY S. BRONFMAN, individually (each individually, referred to as a "Guarantor" and collectively as the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement.

R E C I T A L S:

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement and/or the Indenture (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of 	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

To assure continued compliance with the Code and the Act, the Issuer, the Borrower and the Trustee have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA, a
Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.
Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Borrower Documents and all other agreements, guarantees, indemnities and documents related to the Loans and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loans in the absence of the execution and delivery by the Guarantors of this Guaranty.

TO INDUCE Issuer to authorize the issuance and sale of the Bonds pursuant to the Loan Agreement for the purpose of providing acquisition, rehabilitation and permanent financing for the Property.

TO FURTHER INDUCE Issuer to make the Loan to the Borrower pursuant to the Indenture.

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantors hereby covenant and agree with Issuer for the benefit of Issuer, its successors and assigns, including the Trustee, as follows:

Obligation of Guarantors. The Guarantors, jointly and severally, give their continuing, absolute and unconditional guaranty to pay promptly in full when due, whether at maturity, by acceleration, on demand or otherwise, any and all Indebtedness (as herein defined). The liability of Guarantors hereunder applies irrespective of the genuineness, validity, regularity or enforceability of any Loan Documents (as hereafter defined) evidencing, relating to, securing or guaranteeing payment of the Indebtedness. Without limiting the generality of the foregoing, Guarantors hereby guaranty to pay such Indebtedness in the event that the Borrower does not or is not able to pay in accordance with the terms of all Loan Documents evidencing such Indebtedness for any reason, including without limitation because a court of competent jurisdiction rules that the Indebtedness is not valid or enforceable, whether by reason of waiver, running of any statute of limitation, or otherwise, or because of the bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets or obligations of the Borrower, or because of the limitation of damages for the breach, or the disaffirmance of any of the Indebtedness, or any other circumstance that might otherwise constitute a legal, equitable or statutory discharge or defense or otherwise impair Issuer's ability to enforce the same. This Guaranty is a

guaranty of payment, not of collection, and shall not be discharged except by complete payment of the Indebtedness and performance of the obligations contained herein. Neither Issuer nor the Trustee shall have any obligation to exercise, pursue, exhaust or enforce any right or remedy it has or may have, or to institute suit, against the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person or to realize or attempt to realize on any collateral securing payment of any Indebtedness in order to enforce this Guaranty.
Consents to Issuer's Acts. The Guarantors consent that, at any time and from time to time, Issuer may, in its sole discretion, without notice to Guarantors, or any of them, which notice is expressly waived, (except with respect to Borrower, but only to the extent such entity has notice rights as the Borrower under the Loan Documents) and without affecting any liability of Guarantors, or any of them: (a) refinance, rearrange, postpone, extend, renew, accelerate or demand payment of the Indebtedness in whole or in part and as often as Issuer may wish; (b) waive, fail to enforce, surrender, impair, modify or exchange any of its rights under any Loan Document or any other instruments evidencing, relating to, securing or guaranteeing any of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness; (d) release, exchange or discharge, wholly or partially, the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person from liability on any Indebtedness, and compromise or make any settlement or other arrangement with the Borrower or any such co-Guarantor or any other person liable on any Indebtedness; or (e) release, exchange, add to or substitute all or any part of the collateral securing payment of any Indebtedness.

Waivers by Guarantors. The Guarantors waive all: (a) notice of acceptance of this Guaranty and the creation or existence of any Indebtedness or other obligation of the Borrower guaranteed hereby; (b) except with respect to Borrower, but only to the extent such entity has notice rights as the Borrower under the Loan Documents, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest and any other requirement of notice whatsoever;
(c) defenses, offsets and counterclaims which Guarantors may at any time have to any claim of Issuer against the Borrower; and (d) valuation and appraisal of any collateral and diligence in collection; provided, however, the provisions of this Paragraph 3 shall not serve as a waiver of any rights Borrower may have as Borrower under the Loan Documents.
Persons Bound. This Guaranty is binding upon Guarantors and Guarantors' heirs, successors and assigns; is assignable and transferable, without prior notice to or consent of Guarantors; except that the Guarantors shall not have the right to assign any of the Guarantors’ rights or obligations under this Guaranty. Issuer may, at any time and from time to time, assign, conditionally or otherwise to another governmental entity, all of the rights of Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of Issuer hereunder. Any payments by the Guarantors to Issuer in accordance with the terms hereof prior to any assignment shall reduce the obligations of the Guarantors dollar for dollar.

Definitions. The term "Indebtedness" shall mean all obligations of the Borrower:
(a) to pay Issuer's, the Trustee’s and the Issuer’s Servicer’s annual fees and extraordinary costs and expenses, including but not limited to reasonable legal fees and reasonable out-of-pocket costs and expenses of the Issuer, Bond Counsel, Issuer Counsel and Trustee’s Counsel incurred in connection

with the interpretation or enforcement of the Loan Documents and with respect to any records request, inquiry or audit by the Internal Revenue Service relating to the Bonds; (b) with respect to any indemnification and similar provisions of any other Loan Document, excluding any indemnity which would operate so as to require payment of principal and interest under the Loans by the Borrower; (c) with respect to any misapplication of Property leases, rents, profits and issues following any payment default (without regard to the expiration of any cure period, if any); (d) with respect to any liability for intentional waste, destruction or damage to the Property or any part thereof; (e) with, after a default, respect to any tenant security deposits or prepaid rent not properly accounted for or misapplied; (f) all obligations under the Arbitrage Rebate Agreement, all of which obligations shall bear interest at the rate of the lesser of eighteen percent (18%) or the maximum amount permitted by law, from the due date thereof until the date paid in full. The term "Indebtedness" shall also include all costs of collection of the foregoing or enforcement of this Guaranty, including reasonable attorneys' fees (as provided herein) but shall not include principal and interest due under the Loan or the Bonds. In the event Issuer must repay any part of the Indebtedness paid by the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person because of any bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or other similar proceedings relating to creditors' rights, then the amount so repaid shall again become part of the Indebtedness, the repayment of which is guaranteed hereby.

The term “Insolvent” means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured.

The term “Debts” includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent.

Applicable Law. The laws of the State of Florida shall control the construction, interpretation and enforcement of this Guaranty and all matters related to this Guaranty notwithstanding its place of execution and delivery.

Subrogation; Contribution. Nothing herein contained is intended or shall be construed to give to Guarantors any right of subrogation in or under any Loan Document evidencing in any way or relating to any obligation of the Borrower to Issuer which is or may be covered by this Guaranty, or any right of contribution from the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person for liability on any Indebtedness, or any right to participate (as a third party beneficiary or otherwise) in any way in any of the Loan Documents, except as may be expressly provided in such Loan Documents. Notwithstanding any payments made by Guarantors under this Guaranty, all such rights of subrogation, contribution and participation are hereby expressly waived and released until after Issuer has received full payment of all Indebtedness guaranteed hereby.

Subordination. In the event that for any reason whatsoever the Borrower is now or hereafter becomes indebted to any Guarantor, each Guarantor agrees that the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other respects to the Indebtedness guaranteed hereby, and that Guarantors shall not be entitled

to enforce or receive payment thereof until all sums then due and owing to Issuer shall have been paid in full. Notwithstanding the foregoing, Guarantors shall (so long as there is no Event of Default existing under the Loan Documents) be entitled to receive any fees, payments, reimbursements or distributions to which they are entitled as more particularly described in the Borrower's Amended and Restated Partnership Agreement dated as of 	 (and any fee agreements described therein), any development agreement or other agreement with or establishing Borrower or the Construction Contract (as defined in the Loan Agreement).

Representations and Warranties. The Guarantors represent and warrant that:
At the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of Guarantors to Issuer hereunder, or the immediate taking effect of this Guaranty; and

This Guaranty is, upon execution and delivery by any Guarantor, the valid and binding agreement of such Guarantor enforceable in accordance with its terms.

Except as set forth in Exhibit “B” attached hereto, there is no litigation or other proceeding pending or, to the best of the Guarantors’ knowledge, threatened against, or affecting, the Guarantors’ or the Guarantors’ properties which, if determined adversely to the Guarantors, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Guarantors, or which prevents or interferes with or adversely affects the Guarantors’ entering into this Guaranty or the validity of this Guaranty or the carrying out of the terms hereof;

The Guarantors’ financial statements, which have heretofore been submitted in writing by the Guarantors to Issuer in connection herewith, are true and correct in all material respects and fairly present the financial condition of the Guarantors for the period covered thereby. Since the date of said financial statements, there has been no materially adverse change in any of the Guarantors’ financial condition which would adversely affect their ability to perform under this Guaranty. The Guarantors have no knowledge of any liabilities, contingent or otherwise, as of the date of their financial statements which are not reflected in said financial statements; and, other than in the ordinary course of the Guarantors’ business, the Guarantors have not entered into any commitments or contracts which are not reflected in the Guarantors’ financial statements or which may have an adverse effect upon the Guarantors’ financial condition, operations or business as now conducted;

The Guarantors are not Insolvent as of the date hereof and the execution and delivery of this Guaranty will not (a) render the Guarantors Insolvent under generally accepted accounting principles nor render the Guarantors Insolvent, (b) leave the Guarantors with remaining assets which constitute unreasonably small capital given the nature of the Guarantors’ business, and (c) result in the incurrence of Debts beyond the Guarantors’ ability, in the Guarantors’ determination, to pay them when and as they mature.

Judgment Interest.	In the event Issuer obtains a final judgment against any Guarantor upon this Guaranty, the judgment shall bear interest at the judgment rate.

Attorneys' Fees. The nonprevailing parties agree to pay all costs of collection against the prevailing parties under this Guaranty including reasonable attorneys' fees whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors' proceeding or otherwise.

Consent to Jurisdiction. Any action to enforce or interpret this Guaranty, whether arising in contract or tort, by statute or otherwise, may be brought in or removed to a state or federal court of competent jurisdiction in or for Osceola County, Florida, and Guarantors hereby submit themselves to the jurisdiction of said courts.
Cumulative Remedies. All rights, remedies or recourses of Issuer under this Guaranty or any Loan Documents, under the Uniform Commercial Code or other law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly, successively or together and may be exercised as often as occasion therefor shall arise. No act of commission or omission by Issuer, including, but not limited to, any failure to exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse hereunder or any other Loan Document shall be deemed a waiver, release or modification of that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or recourse shall preclude Issuer from any other or future exercise of the right, remedy or recourse or the exercise of any other right, remedy or recourse. A waiver, release or modification with reference to any one event shall not be construed as continuing or constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy or recourse as to a subsequent event.

Miscellaneous Provisions. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Each provision of this Guaranty shall be deemed separate from each other provision and the invalidity or unenforceability, for any reason or to any extent, of any such provision of this Guaranty shall not affect the enforceability of the remaining provisions of this Guaranty or the application of such provision to other, dissimilar facts and circumstances.

Amendments. This Guaranty can be modified only by a written instrument manually signed by the party to be charged therewith, and no verbal or written agreement, understanding or custom affects the terms hereof.

Merger, Consolidation or Sale of Assets. In the event of a disposition of all or substantially all the assets of the Guarantors to one or more persons or other entities or the merger or consolidation of the Guarantors with another entity, the surviving entity or transferee of assets, as the case may be, shall be obligated as a Guarantor hereunder and shall deliver to Issuer an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of the Guarantors under this Guaranty.
Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be the same

instrument.	In the event that not all Guarantors execute this Guaranty, this Guaranty shall nevertheless be valid and binding upon those Guarantors who execute it.

Receipt of Loan Documents. Guarantors acknowledge that they have received and reviewed a copy of each and all of the Loan Documents.
Financial Statement. At the request of Issuer, the Guarantors shall, from time to time, prepare and deliver to Issuer a complete and current financial statement of the Guarantors setting forth all assets and liabilities of the Guarantors (and to the extent any person other than the Guarantors has any interest in said assets or any person other than the Guarantors is jointly liable for any of said obligations, said matters shall be set forth in their entirety in the financial statements) all signed by the Guarantors under oath as being true and correct.
Term. The obligations of the Guarantors under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect until either the Guarantors or the Borrower, as the case may be, has fully performed all of the obligations required by this Guaranty and paid all other amounts payable hereunder in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by Issuer hereunder or any act performed by the Guarantors may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws at which time this Guaranty shall automatically, and without further action, terminate and be of no further force and effect. Further, any Guarantor may be released from liability under this Guaranty, in the sole discretion of the Issuer, upon the written approval of Issuer and the Issuer Servicer following the written request of such Guarantor. A release of any one or more of the Guarantors or any limitation of this Guaranty in favor of or for the benefit of one or more of the Guarantors shall not in any way be deemed a release of or limitation in favor of or for the benefit of any other Guarantors. Any release or termination of the liability of any Guarantor under this Guaranty shall not, in any way, affect such Guarantors’ obligations under any other instrument.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b) national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.

Issuer:	Osceola County Housing Finance Authority c/o Governmental Management Services 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524

with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800

Guarantors:	San Jose Preservation, Ltd.
San Jose Preservation GP LLC Lincoln Avenue Capital LLC San Jose Developer LLC
Jeremy Bronfman 2014 Revocable Trust Jeremey Bronfman
c/o Lincoln Avenue Capital 401 Wilshire Blvd., Suite 1070 Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com Attention: Hanna Jamar, Esq.
Email: Hanna@lincolnavecap.com
with a copy to:	Cohen & Liuzzo, PLLC
169 Madison Ave., Suite 15054 New York, NY 10016 Attention: Eleor Cohen, Esq.
Email: ecohen@cohenliuzzo.com Telephone: (347) 886-4118
with a copy to:	Stearns Weaver Miller Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, FL 33130
Attention: Brian McDonough, Esq. Email: bmcdonough@stearnsweaver.com Telephone: (305) 789-4107

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100

Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Complete Agreement. This instrument sets forth the entire agreement between Issuer and the Guarantors with respect to the subject matter hereof and no verbal or written agreement, understanding or custom affects the terms hereof.

Waiver of Jury Trial. ISSUER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY WHETHER ARISING UNDER CONTRACT, BY TORT, STATUTE OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS
San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware	limited	liability	company,	its general partner

By:		 Tyler Conger, Vice President

SAN JOSE PRESERVATION GP LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

LINCOLN AVENUE CAPITAL LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

SAN JOSE DEVELOPER LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF RECOURSE OBLIGATIONS
San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

JEREMY BRONFMAN 2014 REVOCABLE TRUST

By:		 Jeremy S. Bronfman, Trustee

By:		 Jeremy S. Bronfman, individually

ASSIGNMENT OF ABSOLUTE AND UNCONDITIONAL
GUARANTY OF RECOURSE TO TRUSTEE BY THE ISSUER
San Jose Apartments

ASSIGNMENT

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Absolute and Unconditional Guaranty of Recourse to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the within-described Indenture.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

San Jose Apartments

EXHIBIT “B”

PENDING LITIGATION SCHEDULE

Section H

EXHIBIT H GUARANTY OF COMPLETION

ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION

San Jose Apartments
THIS ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION (this
"Guaranty") is made as of 	 1, 2026, jointly and severally, by SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the “Borrower”), SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company, LINCOLN AVENUE CAPITAL LLC, a Delaware limited liability company, SAN JOSE DEVELOPER LLC, a Delaware limited liability company, JEREMY BRONFMAN 2014 REVOCABLE TRUST and JEREMY S. BRONFMAN, individually (each individually, referred to as a "Guarantor" and collectively as the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below-described Loan Agreement and Indenture.

R E C I T A L S:

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement and the Indenture (as such term is hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of 	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to Borrower for acquisition, rehabilitation, installation and equipping of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and
To assure continued compliance with the Code and the Act, the Issuer, the Borrower

and the Trustee have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA, a
Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.
Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Financing Documents and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Guarantors of this Guaranty.

NOW, THEREFORE, for and in consideration of the premises and as part of the consideration for the Loan by the Issuer to the Borrower and the Issuance of the Bonds and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantors hereby covenant and agree with the Issuer for the benefit of the Issuer, its successors and assigns, including the Trustee, as follows:

Obligation of Guarantors.
During the term hereof, the Guarantors hereby, jointly and severally, unconditionally guarantee to the Issuer, its successors and assigns, including the Trustee, that (i) Borrower shall construct, equip and complete the Project (as defined in the Loan Agreement as “Development”) substantially in accordance with the Plans and Specifications (as defined in the Lender Disbursement Agreement) heretofore delivered to the Servicer and the Issuer’s underwriter on or before the Completion Date as set forth in the Lender Disbursement Agreement or such extension thereof as authorized in writing by Issuer and shall comply with all of the terms, covenants and conditions of the Loan Agreement with respect to the completion of the Improvements substantially in accordance with the terms of the Loan Agreement; (ii) Borrower shall fully and punctually comply with all terms, covenants and conditions of all documents executed by Borrower in connection with the Loan with respect to the completion of the Improvements in accordance with the terms of the Loan Agreement, including but not limited to the Loan Agreement, the Bonds and all other Loan Documents; (iii) Borrower shall fully and punctually pay and discharge any and all costs and expenses and liabilities incurred in connection with the construction, equipping and completion of the Improvements when and as the same may become due and payable subject to the rights, if any, of the Borrower to contest such claims and demands pursuant to the provisions of the Loan Documents, and also pay and discharge any and all claims and demands for labor and materials used and services rendered for or in connection with the construction, equipping and completion of the Improvements subject to the rights, if any, of the Borrower to contest such claims and demands pursuant to the provisions of the Loan

Documents; (iv) the Land and the Improvements shall be and remain free and clear of any and all liens from any and all persons, firms, corporations or other entities furnishing materials, labor or services for or in connection with the construction, equipping or completion of the Improvements that are not bonded insured over or otherwise paid in accordance with the terms of the Loan Agreement; and (v) Borrower will promptly pay any and all reasonable legal and other costs and expenses incurred by the Issuer in connection with or in any way related to the completion of the Improvements in accordance with the terms of the Loan Agreement. All of the matters referred to in subparagraphs (i) through (v) of this paragraph are hereinafter collectively referred to as the "Indebtedness" or the “Guaranteed Obligations.” The term "Indebtedness" or “Guaranteed Obligations” shall also include all reasonable costs of collection of the foregoing or enforcement of this Guaranty, including reasonable legal fees (as provided herein). In the event the Issuer must repay any part of the Indebtedness paid by the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person because of any bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or other similar proceedings relating to creditors' rights, then the amount so repaid shall again become part of the Indebtedness, the repayment of which is guaranteed hereby. Subject to the terms and conditions of the Loan Agreement, and the Indenture, the Issuer agrees to give the Guarantors the benefit of the Loan if the Guarantors actually cure all defaults under the Loan Agreement and proceed to complete the Improvements.

The liability of Guarantors to pay or perform the Indebtedness applies irrespective of the genuineness, validity, regularity or enforceability of any Loan Documents evidencing, relating to, securing or guaranteeing payment and/or performance of the Indebtedness. Without limiting the generality of the foregoing, Guarantors hereby agree to pay and/or perform the Indebtedness in the event that the Borrower does not or is not able to pay and/or perform in accordance with the terms of all Loan Documents evidencing such Indebtedness for any reason, including without limitation because a court of competent jurisdiction rules that the Indebtedness is not valid or enforceable, whether by reason of waiver, running of any statute of limitation, or otherwise, or because of the bankruptcy, liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets or obligations of the Borrower, or because of the limitation of damages for the breach, or the disaffirmance of any of the Indebtedness, or any other circumstance that might otherwise constitute a legal, equitable or statutory discharge or defense or otherwise impair the Issuer's ability to enforce the same.
Guarantors agree that they will fully indemnify and save the Issuer and the Trustee harmless from any and all costs, expenses and losses it may incur (except to the extent such costs, expenses and losses are a result of gross negligence or willful misconduct on the part of the Issuer or negligence or willful misconduct on the part of the Trustee) as a result of the failure of Borrower to complete the Improvements in accordance with the terms of the Loan Agreement and pay upon demand by the Issuer or the Trustee any and all losses, costs and expenses arising as a result of the failure of Borrower to complete the Improvements in accordance with the terms of the Loan Agreement, including but not limited to any changes, alterations, modifications or deviations from the Plans for the Improvements heretofore approved by the Issuer.

Neither the Issuer nor the Trustee shall have any obligation to exercise, pursue, exhaust or enforce any right or remedy it has or may have, or to institute suit, against the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person or to realize or attempt to realize on any collateral securing payment of the Loan or any Indebtedness in order to enforce this Guaranty.

In the event the construction of the Improvements are not completed within 120 days of the Completion Date, and paid for in substantial accordance with the Plans and the Loan Agreement, or if the Land, the Improvements and/or the Property are not free of all liens, claims and demands upon the completion thereof, which have not been bonded or insured over, other than Permitted Encumbrances or in the event that the Issuer shall (i) cause any rehabilitation/construction or equipping of the Improvements to be done, or (ii) pay any costs in connection with the rehabilitation/construction or equipping of the Improvements, then Guarantors shall (1) fully indemnify and save harmless the Issuer from all costs, expenses and damages that the Issuer may suffer by reason thereof (except to the extent such costs, expenses and losses are a result of gross negligence or willful misconduct on the part of the Issuer or negligence or willful misconduct on the part of the Trustee); (2) reimburse the Issuer for all sums paid and all costs and expenses incurred by it in connection therewith; and (3) if requested by the Issuer, complete or cause the completion of the rehabilitation/construction and equipping of the Improvements in accordance with the terms of the Loan Agreement. Notwithstanding anything in this paragraph
(e) to the contrary, the Issuer shall give the Guarantors five (5) days’ written notice prior to taking any of the actions set forth in subparagraphs (i) and (ii) of this paragraph (e).

Guarantors hereby covenant that this Guaranty and Guarantors' obligations hereunder shall not be discharged or released until such time as the Improvements are fully constructed, equipped and one hundred percent (100%) lien-free completed pursuant to the terms of the Loan Agreement (the "Guaranty Period") and, so long as no other Guaranteed Obligations of the Guarantors under this Guaranty are outstanding, at which time such obligations shall be automatically, and without further action, terminated, discharged and released. At the expense of the Borrower, the Issuer will confirm such discharge or release upon written request from the Borrower. Furthermore, Guarantors shall not be released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of the Issuer or the Trustee or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance which may or might vary the risk or affect the rights or remedies of Guarantors or by reason of any further dealings between Borrower and the Issuer or the Trustee, whether relating to the Loan or otherwise, and Guarantors hereby expressly waive and surrender any defenses to its liability hereunder based upon any of the foregoing acts, omissions, things or agreements or waivers of the Issuer or the Trustee; it being the purpose and intent of the parties hereto that the obligations of Guarantors hereunder are absolute and unconditional under any and all circumstances.

This Guaranty is a guaranty of payment and performance and not of collection, is continuing in nature and applies to all the Guaranteed Obligations, whether existing now or in the future, including Guaranteed Obligations arising or accruing after bankruptcy of any Guarantor or any sale or other disposition of any security or this Guaranty or for the obligations of

the Borrower or any other party under the Loan Documents (any such security being referred to in this Guaranty as the “Security”). This Guaranty and any Security for this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance of any guaranteed obligation is rescinded or must otherwise be returned by Issuer or any other person upon the bankruptcy, insolvency or reorganization of any Guarantor or otherwise, all as though such payment or performance had not occurred, and the obligations of the Guarantors under this Guaranty shall survive any repayment of the Loan which is deemed to have occurred as a result of foreclosure or acceptance by Issuer of a deed or other conveyance in lieu of any such foreclosure. None of the Guarantors shall have the authority to revoke this Guaranty, but if any such revocation shall be deemed to have occurred by operation of law or otherwise, the provisions of this Guaranty shall continue to apply notwithstanding such revocation.

The obligations of the Guarantors under this Guaranty are independent of the obligations of any other party to the Loan Documents (such obligations of any other parties, including the Guarantors’ of the Indebtedness, being referred to in this Guaranty as the "Other Obligations") and any Security, and the enforceability of any Security for this Guaranty is likewise independent of any such Other Obligations and any other Security. Issuer may bring action against any of the Guarantors and otherwise enforce this Guaranty or any Security for this Guaranty without bringing action against any other Guarantor or party to a Loan Document in any action against such Guarantor or Guarantors, and otherwise independently of any other remedy that may be available to Issuer at any time with respect to any Other Obligations or Security. The Guarantors waive any right to require Issuer at any time to proceed against any other Guarantor or party to a Loan Document, apply any Security or otherwise enforce, proceed against or exhaust any Other Obligations or Security or pursue any other remedy in the Issuer’s power.
Consents to the Issuer's Acts. The Guarantors (other than the Borrower to the extent such actions may be prohibited or modified in the Loan Documents) consent that, at any time and from time to time, the Issuer may, in its sole discretion, without notice to Guarantors (other than such notice to or consent of the Borrower as may be required under the Loan Documents), or any of them, which notice is expressly waived (other than such notice to the Borrower as may be required under the Loan Documents), and without affecting any liability of Guarantors, or any of them: (a) refinance, rearrange, postpone, extend, renew, accelerate or demand payment of the indebtedness (provided same may be accelerated as provided in the Loan Documents) evidencing the Loan in whole or in part and as often as the Issuer may wish; (b) waive, fail to enforce, surrender, impair, modify or exchange any of its rights under any Loan Document or any other instruments evidencing, relating to, securing or guaranteeing any of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness; (d) release the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person from liability on any Indebtedness; (e) release, exchange, add to or substitute all or any part of the collateral securing payment of any Indebtedness; or (f) alter and modify the Plans, and alter, extend, modify, release or cancel the conditions for advances, if any, and any other terms, covenants and provisions contained in the Loan Agreement or any other Loan Document. Nothing in this Paragraph 2 shall be construed to alter or impair the rights Borrower may have under any of the Loan Documents as Borrower.

Waivers by Guarantors. The Guarantors waive all: (a) notice of acceptance of this Guaranty and the creation or existence of any Indebtedness or other obligation of the Borrower guaranteed hereby; (b) (except with respect to Borrower, which shall be afforded all notices and rights as Borrower under the Loan Documents) presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest and any other requirement of notice whatsoever;
(c) (except with respect to Borrower, which shall be afforded all notices and rights as Borrower under the Loan Documents) defenses, offsets and counterclaims which Guarantors may at any time have to any claim of the Issuer against the Borrower other than payment or performance of the Indebtedness; (d) the unenforceability or invalidity of any Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of any Security; (e) any discharge or release of any other Guarantor or any other party to the Loan Documents or any Other Obligations or Security or any impairment or suspension of any remedies of Issuer, whether resulting from any act or omission of Issuer or any other person or by operation of law or otherwise;
(f) any bankruptcy, insolvency or reorganization of any Guarantor or other party to a Loan Document or any disability or other defense of any other Guarantor or other party to a Loan Document with respect to any Other Obligations or Security; (g) any failure of Issuer to disclose to the Guarantors any information relating to the financial condition, operations, properties or prospects of any other Guarantor or other party to a Loan Document now or in the future known to Issuer (the Guarantors waiving any duty on the part of Issuer to disclose such information); (h) any failure of Issuer to monitor proper application of loan funds or compliance with Loan Documents, or to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantors; (i) any application of proceeds or payments received by Issuer to obligations other than the Guaranteed Obligations; (j) any other action by Issuer or any omission by Issuer or other failure of Issuer to pursue, or any delay in pursuing, any other remedy in Issuer’s power; and (k) valuation and appraisal of any collateral and diligence in collection.

Without limiting the foregoing, or anything else contained in this Guaranty, Guarantors waive all rights and defenses that the Guarantors may have because the Other Obligations are secured by real property. This means, among other things:

Issuer may collect from any or all of the Guarantors without first foreclosing on any real or personal property collateral pledged by the Borrower; and

If Issuer forecloses on any real property collateral pledged by the Borrower: (A) the amount of the Guaranteed Obligations may be reduced only by the price of which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Issuer may collect from any or all of the Guarantors even if Issuer by foreclosing on the real property collaterals, has destroyed any right the Guarantors may have to collect from the Borrower.
This is an unconditional and irrevocable waiver of any rights and defenses the Guarantors may have because the Other Obligations are secured by real property.
Persons Bound. This Guaranty is binding upon Guarantors and Guarantors' heirs, successors and assigns; is assignable and transferable, without prior notice to or consent of

Guarantors; and shall inure to the benefit of the Issuer's successors and assigns, including, but not limited to, the Trustee.

Applicable Law. The laws of the State shall control the construction, interpretation and enforcement of this Guaranty and all matters related to this Guaranty notwithstanding its place of execution and delivery.

Subrogation; Contribution. Nothing herein contained gives, or is intended or shall be construed to give to Guarantors any right of subrogation in or under any Loan Document evidencing in any way or relating to any obligation of the Borrower to the Issuer which is or may be covered by this Guaranty, or any right of contribution from the Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person for liability on any Indebtedness, or any right to participate (as a third party beneficiary or otherwise) in any way in any of the Loan Documents, except as may be expressly provided in such Loan Documents. Notwithstanding any payments made by Guarantors under this Guaranty, all such rights of subrogation, contribution and participation are hereby expressly waived and deferred until this Guaranty is released in accordance with the terms hereof. The Guarantors waive the Guarantors’ rights of subrogation and reimbursement and any other rights and defenses available to the Guarantors by reason of applicable Law, including (a) any defenses any Guarantor may have to the Guaranty obligation by reason of an election of remedies by Issuer and (b) any rights or defenses any Guarantor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to applicable Law. The Guarantors shall not exercise, and hereby waives, any rights of subrogation, contribution, indemnity or reimbursement against any other party to the Loan Documents, and waives any right to enforce any Remedy which Issuer now has or may in the future have against any other party to the Loan Documents and any benefit of, and any right to participate in, any Security or Other Obligations now or in the future held by Issuer. If any Guarantor nevertheless receives payment of any amount on account of any such subrogation, contribution, indemnity or reimbursement rights or otherwise in respect of any payment or performance by any Guarantor of any Guaranteed Obligations prior to payment and performance in full of all Other Obligations, such amount shall be held in trust for the benefit of Issuer and immediately paid to Issuer for application to the Other Obligations in such order and manner as Issuer may determine.
Subordination. In the event that for any reason whatsoever the Borrower is now or hereafter becomes indebted to any Guarantor, each Guarantor agrees that the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other respects to the Indebtedness guaranteed hereby.
Notwithstanding the foregoing, as long as no default exists under the Loan Documents, beyond the expiration of any applicable cure period, and no payment is due and owing hereunder, the Guarantors shall be entitled to retain any payments to which they are entitled under the operating agreement, construction contract or development agreement with or establishing the Borrower, including any fee or distribution.

Representations and Warranties. The Guarantors represent and warrant that:

At the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of Guarantors to the Issuer hereunder, or the immediate taking effect of this Guaranty;

Each of the Guarantors has established adequate means of obtaining from any other parties to the Loan Documents on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the financial condition, operations, properties and prospects of such other parties to the Loan Documents;
Each of the Guarantors has received and approved copies of all of the other Loan Documents;
No oral promises, assurances, representations or warranties have been made by or on behalf of Issuer to induce the Guarantors to execute and delivery this Guaranty; and

This Guaranty is, upon execution and delivery by any Guarantor, the valid and binding agreement of such Guarantor enforceable in accordance with its terms.
Specific Performance. Guarantors acknowledge and agree that it may be impossible to accurately measure the damages to the Issuer resulting from a breach of their covenant to complete or to cause the completion of the rehabilitation/construction and equipping of the Improvements and the Property and that such a breach will cause irreparable injury to the Issuer and that the Issuer may not have an adequate remedy at law in respect of such breach and, as a consequence, agrees that such covenant shall be specifically enforceable against the Guarantors and hereby waives and agrees not to assert any defense other than payment or performance of the Indebtedness against an action for specific performance of such covenant. This clause shall not prejudice the Issuer's rights to assert any and all claims for damages incurred as a result of Guarantors' default hereunder, and the Issuer may, before, during, or after any foreclosure of the underlying Security Instrument, hold Guarantors liable for all losses and damages sustained and expenses incurred by reason of the Borrower or Guarantors failing to rehabilitate/construct and equip the Improvements and the Property in accordance with the Loan Agreement, including without limitation, the cost of such completion and the payment of real estate taxes and insurance premiums, with interest thereon at a rate equal to the lesser of (i) the maximum rate permitted under applicable law or (ii) eighteen percent (18%) from the date of such expenditures.
Judgment Interest. In the event the Issuer obtains a final judgment against any Guarantor upon this Guaranty, the judgment shall bear interest at the judgment rate.
Legal Fees. Each Guarantor agrees to pay all reasonable costs and expenses, including reasonable legal fees, which may be incurred by the Issuer or the Trustee in any effort to collect or enforce any obligations of the Guarantors hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and reasonable legal fees incurred by the Issuer or the Trustee in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action.

Consent to Jurisdiction. Any action to enforce or interpret this Guaranty, whether arising in contract or tort, by statute or otherwise, may be brought in or removed to a state or federal court of competent jurisdiction in or for Osceola County, Florida, and Guarantors hereby submit themselves to the jurisdiction of said courts.
Cumulative Remedies. All rights, remedies or recourses of the Issuer under this Guaranty or any Loan Documents, under the Uniform Commercial Code or other law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly, successively or together and may be exercised as often as occasion therefor shall arise. No act of commission or omission by the Issuer, including, but not limited to, any failure to exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse hereunder or any other Loan Document shall be deemed a waiver, release or modification of that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or recourse shall preclude the Issuer from any other or future exercise of the right, remedy or recourse or the exercise of any other right, remedy or recourse. A waiver, release or modification with reference to any one event shall not be construed as continuing or constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy or recourse as to a subsequent event.

Miscellaneous Provisions. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Each provision of this Guaranty shall be deemed separate from each other provision and the invalidity or unenforceability, for any reason or to any extent, of any such provision of this Guaranty shall not affect the enforceability of the remaining provisions of this Guaranty or the application of such provision to other, dissimilar facts and circumstances.

Amendments. This Guaranty can be modified, supplemented, amended only by a written instrument manually signed by the party to be charged therewith, and no verbal or written agreement, understanding or custom affects the terms hereof, and any such consent or approval shall be effective only in the specific instance and for the specific purpose for which given.

Counterparts. This Guaranty may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be the same instrument. In the event that not all Guarantors execute this Guaranty, this Guaranty shall nevertheless be valid and binding upon those Guarantors who execute it.
Receipt of Loan Documents. Guarantors acknowledge that they have received and reviewed a copy of the Loan Agreement, other Loan Documents and the Plans.
Financial Statement. At the request of the Issuer or the Trustee, within one hundred twenty (120) days of fiscal year end, the Guarantors shall, from time to time, prepare and deliver to the Issuer a complete and current financial statement of each of the Guarantors setting forth all assets and liabilities of the Guarantors (and to the extent any person other than the Guarantors has any interest in said assets or any person other than the Guarantors is jointly liable for any of said obligations, said matters shall be set forth in their entirety in the financial statements) all signed

by the Guarantors under oath as being true and correct. All such financial statements delivered to Issuer will be completed and correct and present fairly the financial condition of the Guarantors as of the date thereof under generally accepted accounting principles consistently applied (or such other method of preparation approved by Issuer, including the cash basis if a Guarantor is an individual) and will disclose all liabilities of the Guarantor that are required by the accounting method used to be reflected or reserved against, whether liquidated or unliquidated, fixed or contingent. All tax returns submitted to Issuer by the Guarantor will be true and correct to the best of the knowledge of the Guarantor. Each Guarantor hereby agrees that each time a financial statement or tax return is submitted by him to Issuer, such Guarantor shall be deemed to have represented and warranted to Issuer that such financial statement or tax return complies with all of the above requirements and that since the date of such submitted financial statement there has been no material adverse change in the financial condition of any Guarantor, which would adversely affect their ability to perform under this Guaranty.

Notices. All notices and other communications to be made or permitted to be made hereunder shall be in writing and shall be delivered to the addresses shown below or to such other addresses that the parties may provide to one another in accordance herewith. Such notices and other communications shall be given by any of the following means: (a) personal service; or (b) national express air courier, provided such courier maintains written verification of actual delivery. Any notice or other communication given by the means described in subsection (a) or (b) above shall be deemed effective upon the date of receipt or the date of refusal to accept delivery by the party to whom such notice or other communication has been sent.
Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800
Guarantors:	San Jose Preservation, Ltd.
San Jose Preservation GP LLC Lincoln Avenue Capital LLC San Jose Developer LLC
Jeremy Bronfman 2014 Revocable Trust Jeremey Bronfman
c/o Lincoln Avenue Capital 401 Wilshire Blvd., Suite 1070

Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com Attention: Hanna Jamar, Esq.
Email: Hanna@lincolnavecap.com

with a copy to:	Cohen & Liuzzo, PLLC
169 Madison Ave., Suite 15054 New York, NY 10016 Attention: Eleor Cohen, Esq.
Email: ecohen@cohenliuzzo.com Telephone: (347) 886-4118

with a copy to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, FL 33130
Attention: Brian McDonough, Esq. Email: bmcdonough@stearnsweaver.com Telephone: (305) 789-4107
Borrowers Investor
Limited Partner:	TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110
with a copy to:	Nixon Peabody LLP Exchange Place
53 State Street
Boston, MA 02109
Attn: Nathan A. Bernard, Esq.

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256 Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982

with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633

Servicer:	First Housing Development Corporation of Florida
107 S. Willow Avenue Tampa, Florida 33606-1945 Attention: Edward Busansky Telephone: (813) 289-9410
Email: ebusansky@firsthousingfl.com
Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Complete Agreement. This instrument, together with the other Loan Documents, sets forth the entire agreement between the Issuer and the Guarantors with respect to the subject matter hereof and no verbal or written agreement, understanding or custom (other than the other Loan Documents) affects the terms hereof.

Personal Liability. Guarantors hereby acknowledge and agree that notwithstanding any other provision of this Guaranty, the Security Instrument, the Project Note or any of the Loan Documents to the contrary, including, without limitation, the non-recourse provision contained in the Note, the obligations of the Guarantors under this Guaranty shall be the unconditional personal obligations of the Guarantors, and the Issuer would not enter into the Loan except on the condition that the Guarantors be personally liable for their undertakings under this Guaranty. This Guaranty shall not be construed to make any of the Guarantors personally liable for payments under the Bond.
Limitation of Liability. Any payments with respect to the Improvements, including but not limited to payments under any performance and payment bond or other security related to the Property, will be credited against Guarantors' liability hereunder subject to acknowledgment of such payments by the Issuer.

Term. The obligations of each Guarantor under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect and shall not be released until the first to occur of the following: (a) a writing signed by Issuer releasing Guarantor; or (b) the Guaranty Period has expired, all of the Guaranteed Obligations and all obligations of the Guarantors under this Guaranty have been paid and performed in full in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by the Issuer or any act performed by any Guarantor may be determined to be a

preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws.

Issuer shall be entitled to continue to hold this Guaranty in its possession for as long as any Guaranteed Obligations remain outstanding, but return of this Guaranty to Guarantor when Guaranteed Obligations remain outstanding is not intended to be nor shall it be a waiver of any rights that may remain available to Issuer under this Guaranty.

Waiver of Jury Trial. THE ISSUER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

Indemnification by the Guarantors. Without limitation on any other obligations of the Guarantors or remedies of Issuer under this Guaranty, the Guarantors shall jointly and severally indemnify, defend and save and hold harmless Issuer from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of Issuer’s legal counsel and the reasonable charges of Issuer’s internal legal counsel) suffered or incurred by Issuer as a result of (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, or (b) any failure by the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.

Rights of Setoff. Upon the occurrence and during the continuance of any Event of Default, Issuer is authorized at any time and from time to time to the fullest extent permitted by applicable laws, and without notice or demand, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Issuer to or for the credit or account of the Guarantors against any and all obligations of the Guarantors under this Guaranty.
Multiple Guarantors. If more than one person signs this Guaranty as Guarantor,
(a) the term “Guarantor” shall mean each such person, (b) the obligations of each Guarantor shall be joint, several and independent, and (c) this Guaranty shall be construed and enforced as though each Guarantor executed a separate guaranty on the terms set forth in this Guaranty.

Enforceability. Each Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantors in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Issuer’s consideration for making the Loan, Issuer has specifically bargained for

the waiver and relinquishment by Guarantor of all such defenses, and (d) each Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, each Guarantor does hereby represent and confirm to Issuer that Guarantor is fully informed regarding, and that each Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon each Guarantor, and (iv) the legal consequences to each Guarantor of waiving such defenses. Each Guarantor acknowledges that each Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Issuer, and that Issuer is induced to make the Loan in material reliance upon the presumed full enforceability thereof.

Consent to Assignment. Each Guarantor consents to the assignment by Issuer to Trustee of its rights under this Guaranty, and agrees to attorn to and recognize Trustee (and its successors as Trustee under the Loan Agreement) as the holders of such rights.

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION
San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership

By:	SAN JOSE PRESERVATION GP LLC, a
Delaware	limited	liability	company,	its general partner

By:		 Tyler Conger, Vice President

SAN JOSE PRESERVATION GP LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President
LINCOLN AVENUE CAPITAL LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President
SAN JOSE DEVELOPER LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

COUNTERPART SIGNATURE PAGE FOR ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION
San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

JEREMY BRONFMAN 2014 REVOCABLE TRUST

By:		 Jeremy S. Bronfman, Trustee

By:		 Jeremy S. Bronfman, individually

ASSIGNMENT OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION TO TRUSTEE BY THE ISSUER
San Jose Apartments

ASSIGNMENT
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Absolute and Unconditional Guaranty of Completion to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the within-described Indenture.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

(San Jose Apartments)

Guaranty of Completion San Jose Apartments

Section I

EXHIBIT I
GUARANTY OF OPERATING DEFICITS

CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS

San Jose Apartments
THIS CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF
OPERATING DEFICITS (this "Guaranty") is made as of 	 1, 2026 jointly and severally, by SAN JOSE PRESERVATION, LTD, a Florida limited partnership (the “Borrower”), SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company, LINCOLN AVENUE CAPITAL LLC, a Delaware limited liability company, SAN JOSE DEVELOPER LLC, a Delaware limited liability company, JEREMY BRONFMAN 2014 REVOCABLE TRUST and JEREMY S. BRONFMAN, individually (each individually, referred to as a "Guarantor" and collectively as the “Guarantors”), to and for the benefit of the OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (the “Issuer”), its successors and assigns, including specifically THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (together with its permitted successors and assigns, the “Trustee”), acting in its capacity as Trustee under the below- described Loan Agreement.

RECITALS

All capitalized terms in this Guaranty not otherwise defined herein shall have the meanings set forth in the Loan Agreement, the Indenture and/or the Subordinate Loan Agreement (as such terms are hereinafter defined); and

Pursuant to the Act, the Issuer and Borrower have entered into that certain Loan Agreement dated as of 	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to Borrower for the acquisition, rehabilitation, installation and equipping of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and

In order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and
To assure continued compliance with the Code and the Act, the Issuer, the Borrower and

the Trustee have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located, and the Borrower has entered into a Compliance Monitoring Agreement (the "Compliance Monitoring Agreement") among the Issuer, the Trustee and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA., a
Florida corporation (the “Issuer Servicer” or the “Compliance Monitoring Agent”), to provide for the proper compliance servicing for the Land Use Restriction Agreement, and the terms thereof and of the Compliance Monitoring Agreement are incorporated herein by this reference.
Concurrently herewith the Borrower is executing the Note, the Loan Agreement, the Lender Disbursement Agreement, the other Financing Documents and all other agreements, guarantees, indemnities and documents related to the Loan and Bonds (the “Loan Documents”).
Issuer has required the execution and delivery of this Guaranty as a condition precedent to Issuer's making of the Loan and issuing the Bonds and Issuer would not be willing to make the Loan in the absence of the execution and delivery by the Guarantors of this Guaranty.

Each of the Guarantors acknowledge and agree that each will benefit from the development of the Property.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I - DEFINITIONS

Definitions.	The following terms shall have the meanings ascribed thereto as set forth below:
"Debt Service Coverage Ratio" shall mean the ratio of the Net Operating Income for each month to the Debt Service Expense.

“Debt Service Expense” shall mean the debt service expense incurred by the Borrower including required principal payments, interests expenses, late charges and any other fees and expenses incurred during each month under the Loan and all fees due under the Loan to the Issuer, the Trustee and the Issuer Servicer.

“Gross Potential Rental Income” shall mean the potential maximum rents of the Property for each month assuming one hundred percent (100%) occupancy net of utility allowance, if applicable.

"Guaranty Period" shall be the period commencing on the date hereof, and ending on the Property's achievement of a 1.15 Debt Service Coverage Ratio, as determined by The Issuer or its agent, in its reasonable discretion, ninety percent (90%) occupancy and ninety percent (90%) of the Gross Potential Rental Income, for a period equal to twelve (12) consecutive months, all as certified by an independent Certified Public Accountant selected by Borrower. The calculation of the Debt Service Coverage Ratio shall be confirmed by the Issuer or its agent, in its

reasonable discretion, and such confirmation shall be final and binding on the parties. The Guaranty Period shall be for no less than three (3) years following the final certificate of occupancy.

"Net Operating Income" shall mean for any fiscal period, Project Revenues less Project Expenses. The calculation of Net Operating Income shall be made by an independent Certified Public Accountant and such calculation shall be final and binding on the parties, absent manifest error.
"Operating Deficit" shall mean for any fiscal period, the excess of Project Expenses over the Project Revenues for such fiscal period (excluding any non-recurring extraordinary expenses). "Operating Deficit" shall also include any shortfall in regular monthly payments due under the Note and all fees due under the Loan (including fees due to the Issuer, Trustee and Issuer Servicer, under the Loan Documents), excluding amounts which may be due solely by acceleration of the Note.

"Project Expenses" shall mean all expenses (other than debt service payable out of cash flow) related to operating the Property accrued during the applicable period, including without limitation, the following items: (i) operating expenses; (ii) real and personal property taxes, special assessments or similar charges and sales or use taxes applicable to the operations of the Property; (iii) property management fees; (iv) insurance expenses; (v) the funding of the replacement reserve and other reserves required under the Loan Documents and the Borrower Documents; (vi) marketing costs, leasing commissions, advertising and promotions costs; (vii) maintenance and repair costs related to the Property; and (viii) legal and accounting fees related to the operation of the Property; provided, however, that such disbursements shall exclude refunds to tenants of security deposits, and expenditures from the replacement reserve and other reserves required to be maintained under the Loan Documents and the Borrower Documents to the extent that the funding of such reserves is otherwise considered a cash expenditure under the terms of this definition.

“Project Revenues” shall mean the gross operating income and rental revenues actually received by or paid to or for the account of the Borrower with respect to the operation, leasing and occupancy of the Property, excluding tenant security deposits received by the Borrower, but including, but not limited to, any and all of the following: (i) rentals paid by tenants under leases on the Property; (ii) late charges, interest and other fees paid by tenants; (iii) rents and receipts from vending machines and similar items; (iv) cable television and telephone revenues; (vi) earnings on accounts and investments of the Borrower (including earnings on those accounts held by the Trustee under the Indenture which allow earnings to be used for such purposes); (vii) tenant security deposits forfeited by tenants or applied against amounts due from tenants; and business interruption insurance proceeds.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

Each of the Guarantors, jointly and severally, make the following representations and warranties which shall be continuing representations and warranties until this Guaranty terminates in accordance with the provisions contained herein:

Existence and Rights. Each Guarantor is a person of sound mind and body or an entity duly organized under the laws of the state of its organization, and is in good standing thereunder. Each Guarantor has powers and adequate authority, rights and franchises to own its property and to carry on its business as now owned and carried on, and is duly qualified and in good standing in each jurisdiction in which the property owned by it or the business conducted by it makes such qualification necessary, including without limitation, the State, and each Guarantor has the power and adequate authority to make and carry out this Guaranty.

Guaranty Authorized and Binding. The execution, delivery and performance of this Guaranty are duly authorized, where appropriate, and do not require the consent or approval of any governmental body or other regulatory authority; are not in contravention of, or in conflict with, any law or regulation or any term or provision of the organizational documents of each Guarantor; and this Guaranty is a valid and legally binding obligation of each Guarantor enforceable in accordance with its terms.

No Conflict. The execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any agreement, indenture or undertaking to which any Guarantor is a party or by which any Guarantor or any of the Guarantor’s property is or may be bound or affected and do not, and will not, cause any security interest, lien or other encumbrance to be created or imposed upon any such property.

Litigation. As of the date of delivery of the Bonds, except as set forth in Exhibit “B” attached hereto, there is no litigation or other proceeding pending or, to the best of each Guarantor’s knowledge, threatened against, or affecting, any Guarantor or the Guarantor’s properties which, if determined adversely to any Guarantor, would have a materially adverse effect on the financial condition, properties, businesses or operations of any Guarantor, or which prevents or interferes with or adversely affects any Guarantor’s entering into this Guaranty or the validity of this Guaranty or the carrying out of the terms hereof, and no Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority.

Financial Condition. Each Guarantor’s financial statements, which have heretofore been submitted in writing by each Guarantor to the Issuer in connection herewith, are true and correct in all material respects as of the date thereof and fairly present the financial condition of such Guarantor for the period covered thereby. As of the date of delivery of the Bonds, since the date of said financial statements, there has been no materially adverse change in any Guarantor’s financial condition. As of the date of delivery of the Bonds, the Guarantors have no knowledge of any liabilities, contingent or otherwise, as of the date of their respective financial statements which are not reflected in said financial statements; and, other than in the ordinary course of any Guarantor’s business or other than in connection with the Borrower’s partnership documents and other documents relating to the subject transaction, the Guarantors have not entered into any commitments or contracts which are not reflected in their respective financial statements or which may have a materially adverse effect upon any Guarantor’s financial condition, operations or business as now conducted.

Solvency. Each Guarantor is not Insolvent (as defined below) as of the date hereof and the execution and delivery of this Guaranty will not (a) render any Guarantor insolvent under generally accepted accounting principles, (b) leave any Guarantor with remaining assets which constitute unreasonably small capital given the nature of any Guarantor’s business, and (c) result in the incurrence of Debts (defined below) beyond any Guarantor’s ability, in the Guarantor’s reasonable determination, to pay them when and as they mature. For the purposes of this Section, “Insolvent” means that the present fair salable value of assets is less than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured. For the purposes of this Section, “Debts” includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent.
Financial or other Benefit or Advantage. Each Guarantor hereby acknowledges and warrants that each Guarantor has derived or expects to derive a financial or other benefit from the Property.

ARTICLE 3 - AGREEMENTS

Guaranteed Obligations. Each Guarantor hereby jointly and severally covenants and agrees to advance, or make provisions for such an advance, on the terms set forth below, the funds required to fund Operating Deficits incurred by the Borrower during the Guaranty Period (the “Guaranteed Obligations”). If the Borrower anticipates the need to request the Guarantors to make a payment under this Guaranty to fund an Operating Deficit, the Borrower will promptly notify the Guarantors, in writing, with a copy to the Issuer, the Trustee and the Issuer Servicer of the amount of such Operating Deficit (with a certified statement and supporting documentation to evidence the need to make a payment under this Guaranty). The Guarantors shall promptly provide the Borrower with funds sufficient to pay the amount of such Operating Deficit and promptly upon receipt of such funds, the Borrower shall pay the Project Expenses causing such Operating Deficit. Notwithstanding the foregoing, the Issuer Servicer may submit a request directly to the Guarantors (with a copy of such request to the Trustee, the Issuer and Borrower), on behalf of the Borrower, to make a payment under this Guaranty upon making a determination of the existence of an Operating Deficit.

Failure of the Borrower to provide such a request and/or notice to the Issuer the Trustee or the Issuer Servicer or the failure of the Guarantors to pay such Operating Deficit, shall neither impair nor reduce the Guarantors’ obligation to pay any of the Guaranteed Obligations hereunder upon direct written demand by the Issuer or the Trustee, as its assignee or the Issuer Servicer. Upon approval of such request of the Borrower by the Issuer and payment of such Operating Deficit by the Guarantors, the same shall be credited towards the Guaranteed Obligations.
The Trustee, as assignee of the Issuer, shall also be entitled to make a claim under this Guaranty to fund any shortfall in the regular monthly payments under the Note and fees due under the Loan during the Guaranty Period (excluding amounts which may be due solely by acceleration of the Note) by submission of a written demand notice to the Guarantors. After termination of this Guaranty as provided herein, neither the Trustee, the Issuer, nor any other party shall be entitled to make a claim under this Guaranty.

This is a guaranty of payment and not of collection only, and the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.

Third Party Beneficiary. The parties hereto acknowledge that subsequent to the assignment of this Guaranty by the Issuer to the Trustee, the Issuer shall be a third party beneficiary of this Guaranty and shall be entitled to enforce this Guaranty directly against any Guarantor at any time. The Issuer is also entitled to enforce any security agreements additional guaranties or other collateral now or hereafter securing this Guaranty at any time against the person or entity providing such security.

Further Assurances. Each Guarantor will, at its expense, execute, acknowledge and deliver all such further documentation, instruments and assurances and the like and take all such further action as the Issuer shall reasonably require in order to carry out the intentions or facilitate the provisions of this Guaranty.
Obligations Absolute. The Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be affected or impaired by the following, any of which may be taken without the consent of, or notice to, the Guarantors, nor shall any of the following give any Guarantor any recourse or right of action against the Issuer:

Any delay, exercise or non-exercise by the Issuer of any right or privilege under this Guaranty;

Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Guarantor, the Borrower, any general partner or any other guarantor (which term shall include any other party at any time directly or contingently liable for any of the Guarantors’ obligations under this Guaranty, including without limitation, any general partner or property manager) or any affiliate of the Borrower or any Guarantor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not any Guarantor shall have had notice or knowledge of any of the foregoing;

Any assignment or other transfer of this Guaranty in whole or in part;

Any acceptance of partial funding of the Guaranteed Obligations; and

Any subordination, compromise or release of any or all of the property or other collateral, if any, securing any Guarantor’s obligations under this Guaranty, or any substitution with respect thereto.

Waivers. Each Guarantor unconditionally waives the following defenses to the enforcement of this Guaranty (except with respect to Borrower, which shall be entitled to all notices and rights afforded to it as Borrower under the Loan Documents), including, without limitation:
All presentments, notices of nonperformance, protests, notices of protest,

notices of dishonor, and notices of acceptance of this Guaranty;

Any right to require the Issuer to proceed against the Borrower or any other guarantor at any time, or to proceed against or exhaust any security held by the Issuer at any time, or to pursue any other remedy whatsoever at any time;

Any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Borrower, or any Guarantor or any affiliate of the Borrower or the Guarantors or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not any Guarantor shall have had notice or knowledge of any of the foregoing;

Any right any Guarantor might have under the laws of the State to revoke this Guaranty, it being the intention of each Guarantor that this Guaranty remain in full force and effect until termination, as provided herein;

Any defense based upon an election of remedies by the Issuer, including, without limitation, any remedies which destroy or impair the subrogation rights of any Guarantor to proceed against the Borrower or any general partner for reimbursement or both;

Any duty of the Issuer to advise any Guarantor of any information known to the Issuer regarding the financial condition of the Borrower or any general partner and all other circumstances affecting the ability of the Borrower or any general partner to perform its obligations to the Issuer, it being agreed that each Guarantor assumes the responsibility for being and keeping informed regarding such conditions or any such circumstances; and

Any rights to enforce any remedy which the Issuer now has or may hereafter have against the Borrower, or any general partner and any benefit of, and any right to participate in, any security now or hereafter held by the Issuer.

Subrogation. Notwithstanding any other provision of this Guaranty to the contrary and until all obligations of the Guarantors hereunder have been paid in full or terminated in accordance with the terms hereof, each Guarantor hereby waives any claim or other rights which such Guarantor may now have or hereafter acquire against any other guarantor of all or any of the obligations of any Guarantor under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, any right to participate in any claim or remedy of the Issuer against the Borrower, any general partner or any Guarantor or any collateral which the Issuer now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from the Borrower, any general partner or any Guarantor, directly or indirectly, in cash or other property or by set off or in any other manner, payment or security on account of such claim or other rights; provided that as long as no amount is due hereunder, a Guarantor shall be entitled to receive and retain amounts due from another Guarantor.

Additional Waivers. No Guarantor shall be released or discharged, either in whole or in part, by the Issuer’s failure or delay to (a) perfect or continue the perfection of any lien or security interest in any collateral which secures the obligations of any other guarantor, or
(b) protect the property covered by such lien or security interest.

Dealings with Parties. The Issuer shall have complete discretion, without giving notice to or obtaining the consent of any Guarantor, the Borrower (except as may be required under the other Loan Documents with respect to the Borrower) and each other person or entity who now is or after the date hereof becomes liable in any manner for any of the Guarantors’ obligations under this Guaranty, in such manner as the Issuer shall decide, and accordingly each Guarantor grants to the Issuer full authority, in its sole discretion, whether before or after termination of this Guaranty, to do any and all of the following, without limiting the generality of the foregoing: extend credit, make loans and afford such financial accommodation to the Borrower or any general partner at such times, in such amounts and on such terms as the Issuer may approve; vary the terms or alter, compromise, accelerate and grant extensions or renewals of time or manner of payment of any present or future obligations under this Guaranty, assign or transfer this Guaranty or any other instrument evidencing or securing the obligations under this Guaranty in whole or in part; vary, exchange, release or discharge, wholly or partially, the Borrower or any general partner or any other guarantor or obligor of the obligations under this Guaranty, and compromise or make any settlement or other arrangement with the Borrower, any general partner and/or any other guarantor, and if the obligations under this Guaranty are now or hereafter secured, exchange, substitute or release in part or in full all of the security given for the payment and performance of any of the Guarantors’ obligations under this Guaranty.

Bankruptcy No Discharge; Repayments. So long as any of the Guaranteed Obligations shall be owing to the Issuer, no Guarantor shall, without the prior written consent of the Issuer, as applicable, commence or join with any other party in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower or any general partner. Each Guarantor understands and acknowledges that by virtue of this Guaranty, each Guarantor has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to the Borrower and any general partner. As an example and not in any way of limitation, a subsequent modification of the Guaranteed Obligations in any reorganization case concerning the Borrower or any general partner shall not affect the obligation of any Guarantor to pay and perform the Guaranteed Obligations in accordance with their respective original terms. If claim is ever made upon the Issuer for repayment of any amount or amounts received by the Issuer in payment of the obligations under this Guaranty (whether or not all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Issuer) and the Issuer repays all or any part of said amount, then, notwithstanding any revocation or termination of this Guaranty or any other instrument evidencing the Guaranteed Obligations, each Guarantor shall be and remain liable to the Issuer for the amount so repaid by the Issuer, to the same extent as if such amount had never originally been received by the Issuer.

Subordination. So long as any of the obligations of any Guarantor hereunder remain unpaid or undischarged, each Guarantor agrees that any and all claims it may have against the Borrower shall be and hereby are subordinated to the Guaranteed Obligations. Any indebtedness of the Borrower to any Guarantor shall be collected and received by the Trustee as

trustee for the Issuer and be paid over to the Issuer on account of the Guaranteed Obligations of the Guarantors to the Issuer, upon demand by the Issuer.

Notwithstanding the foregoing, as long as no default exists under the Loan Documents (as defined herein) and no payment is due and owing hereunder, the Guarantors shall be entitled to retain any payments to which they are entitled under the Partnership Agreement, construction contract, management agreement or development agreement with or establishing the Borrower, including any fee or distribution.

Independent and Separate Obligations. The obligations of each Guarantor hereunder are independent of any obligation of the Borrower or any general partner and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against any or all Guarantors whether or not such Guarantor is the alter ego of the Borrower, any general partner, or any other guarantor. The Issuer’s rights hereunder shall not be exhausted until the conditions to termination in Section 4.6 below have been satisfied.

Setoff. The Issuer shall have a right of setoff against, and each Guarantor hereby grants a security interest in, all moneys, securities and other property of such Guarantor now or hereafter in the possession of, or on deposit with the Issuer or the Trustee, whether held in a general or special account or deposit, or for safekeeping or otherwise. Such right is in addition to any right of setoff the Issuer may have by law. After an event of default hereunder which has not been cured within any applicable grace or cure period, all rights of setoff may be exercised without any further notice or demand to any Guarantor. No right of setoff shall be deemed to have been waived by any act or conduct on the part of the Issuer, or by any neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect until the expiration or termination of this Guaranty.
Payments. No Guarantor shall be credited for the funding of any of the Guaranteed Obligations unless and until the Borrower has delivered either (i) to the Issuer and the Trustee written acknowledgment of receipt of the required payment in immediately available funds from such Guarantor after a demand has been made by the Issuer or the Trustee pursuant to this Guaranty or (ii) the required payment to the Trustee in immediately available funds. Each Guarantor agrees that whenever a Guarantor shall pay any amount to the Issuer hereunder on account of the liability hereunder, such Guarantor will deliver such payment to the Borrower with a copy of such evidence of payment and notice to the Issuer and the Trustee at the addresses provided in Section 4.1 below. Each Guarantor understands that the Borrower and/or each general partner may have obligations to the Issuer with respect to the Property, and that those obligations are in addition to the Guarantors’ obligations under this Guaranty.

Financial Statements. During the term of this Guaranty, at the request of the Issuer, each Guarantor covenants and agrees to provide the Issuer, on or before May 31 of each year, with
(1) audited financial statements prepared in accordance with accounting principles generally accepted in the United States which include the auditor’s report, a comparative balance sheet with current year and prior year balances, statement of revenue and expenses, a statement of changes in financial position, a statement of cash flows, and notes; or (2) if an audited financial statement has not been prepared, a federal income tax return filed for the most recently completed year; or (3)

for individual Guarantors, if an audited financial statement is not available, a financial statement certified as true and complete without qualification by such Guarantor and a copy of the most recently filed individual federal income tax return; and (4) such other statements as may be required by the Issuer. Each Guarantor further covenants and agrees to immediately notify the Issuer of any material adverse change in such Guarantor’s financial condition.

The Borrower agrees to pay the Issuer Servicer’s fees (as extraordinary loan servicing services) for the Issuer Servicer’s review of financial statements in any year in which any payments are demanded and/or made by the Guarantors under this Guaranty.
Governing Law/Consent to Jurisdiction. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts entered into and entirely to be performed therein. Each Guarantor hereby irrevocably submits and consents to the jurisdiction of the courts of the State of Florida and of the United States District Court for the district in which the Property is located in connection with any action, suit or other proceeding arising out of or relating to this Guaranty or any action taken or omitted hereunder. If any Guarantor served in accordance with applicable law should fail to appear or answer within the time prescribed by law, then such Guarantor shall be deemed in default and judgment may be entered against such Guarantor for the amount or other relief as demanded in any summons, complaint or other process so served. Each Guarantor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
ARTICLE 4 - MISCELLANEOUS
Notices. All notices, requests, demands, consents, and other communications required or permitted to be given or made hereunder shall be in writing and shall be deemed to have been duly given if telecopied or mailed, certified first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the telecopy number or address of such party as set forth below, which telecopy number or address may be changed by notice to the other parties hereto duly given pursuant hereto:

Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: 407-841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800

Guarantors:	San Jose Preservation, Ltd.
San Jose Preservation GP LLC Lincoln Avenue Capital LLC San Jose Developer LLC
Jeremy Bronfman 2014 Revocable Trust Jeremey Bronfman
c/o Lincoln Avenue Capital 401 Wilshire Blvd., Suite 1070 Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com Attention: Hanna Jamar, Esq.
Email: Hanna@lincolnavecap.com
with a copy to:	Cohen & Liuzzo, PLLC
169 Madison Ave., Suite 15054 New York, NY 10016 Attention: Eleor Cohen, Esq.
Email: ecohen@cohenliuzzo.com Telephone: (347) 886-4118
with a copy to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, FL 33130
Attention: Brian McDonough, Esq. Email: bmcdonough@stearnsweaver.com Telephone: (305) 789-4107
Borrowers Investor
Limited Partner:	TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110
with a copy to:	Nixon Peabody LLP
Exchange Place 53 State Street
Boston, MA 02109
Attn: Nathan A. Bernard, Esq.

Trustee:	The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Department
4655 Salisbury Road, Suite 300
Jacksonville, FL 32256

Attention: Lori Cardey
Email: Lori.Cardey@bny.com Telephone: (904) 645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, FL 32202 Attention: Tim Bramwell, Esq.
Email: tim.bramwell@akerman.com Telephone: (904) 598-8633

Servicer:	First Housing Development Corporation of Florida
107 S. Willow Avenue Tampa, Florida 33606-1945 Attention: Edward Busansky Telephone: (813) 289-9410
Email: ebusansky@firsthousingfl.com

Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Guaranty and the Land Use Restriction Agreement. Any party may change said address by giving the other parties hereto written notice of such change of address in accordance with the foregoing provisions.

Expenses. Each Guarantor agrees to pay all reasonable costs and expenses, including reasonable legal fees, which may be incurred by the Issuer in any effort to collect or enforce any of the obligations of the Guarantors hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and legal fees incurred by the Issuer in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action.
Amendments; Successors. Neither this Guaranty nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, subject to the prior written consent of the Issuer. All of the terms of this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no Guarantor shall have the right to assign any of such Guarantor’s rights or obligations under this Guaranty. All remedies of the Issuer are cumulative. When the context in which the words are used in this Guaranty indicates that such is the intent, words in the singular number shall include the plural and vice-versa. If any one or more of the provisions of this Guaranty should be determined to be illegal or unenforceable, all other provisions shall remain effective. No delay or failure by the Issuer to exercise any remedy against any Guarantor will be construed as a waiver of that right or remedy. If more than one person or entity executes this Guaranty as Guarantor, the obligations hereunder shall be joint and several.

Assignability by the Issuer. The Issuer may, at any time and from time to time, assign, conditionally or otherwise, all of the rights of the Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of the Issuer hereunder. The Issuer may, at any time and from time to time, assign, conditionally or otherwise, all of the rights of the Issuer under this Guaranty, whereupon such assignee shall succeed to all rights of the Issuer hereunder to the extent that such rights may be assigned to it. The Issuer may give written notice to the Guarantors of any such assignment, but any failure to give, or delay in giving, such notice shall not affect the validity or enforceability of any such assignment.
Demands. Each demand by the Issuer for performance or payment hereunder shall be in writing and shall be made in the manner set forth in Section 4.1 hereof. Interest shall accrue at the Default Interest Rate on all sums not paid by any Guarantor to The Issuer within three (3) business days after demand.

Term. The obligations of each Guarantor under this Guaranty and any instrument which grants collateral to secure such obligations shall continue in full force and effect until the expiration of the Guaranty Period and the Guarantors have fully performed all of the Guaranteed Obligations and paid all other amounts payable hereunder in accordance with the terms of this Guaranty and the period of time has expired during which any payment received by The Issuer hereunder or any act performed by any Guarantor may be determined to be a preferential or fraudulent transfer under the United States Bankruptcy Code or other similar applicable laws.

Complete Agreement. This Guaranty supersedes any prior negotiations, discussions or communications between the Guarantors and the Issuer (other than the Loan Documents) and together with the Loan Documents constitutes the entire agreement between the Issuer and the Guarantors with respect to the Guaranteed Obligations.
Counterparts. This Guaranty may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument.
Advice of Counsel. Each Guarantor represents and acknowledges to The Issuer that each Guarantor has consulted with its attorneys regarding the terms and conditions and waivers set forth in this Guaranty. Each Guarantor’s attorneys has advised such Guarantor of the true legal consequences of each waiver set forth in this Guaranty, including the rights each Guarantor would have in the absence of such waivers.
Waiver of Jury Trial. THE ISSUER AND THE GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ISSUER ENTERING INTO THE LOAN AND ACCEPTING THIS GUARANTY.

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS

San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership

By:	SAN JOSE PRESERVATION GP LLC, a
Delaware	limited	liability	company,	its general partner

By:		 Tyler Conger, Vice President

SAN JOSE PRESERVATION GP LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

LINCOLN AVENUE CAPITAL LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

SAN JOSE DEVELOPER LLC, a Delaware
limited liability company

By:		 Tyler Conger, Vice President

COUNTERPART SIGNATURE PAGE FOR CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS

San Jose Apartments

IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the date first set forth above.

JEREMY BRONFMAN 2014 REVOCABLE TRUST

By:		 Jeremy S. Bronfman, Trustee

By:		 Jeremy S. Bronfman, individually

ASSIGNMENT OF
CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS
TO TRUSTEE BY THE ISSUER

(San Jose Apartments)

ASSIGNMENT

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public body corporate and politic duly created, organized and existing under the laws of the State of Florida, hereby assigns all of its rights to and under this Continuing, Absolute and Unconditional Guaranty of Operating Deficits to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the within-described Indenture.

OSCEOLA COUNTY FINANCE AUTHORITY

By:		 Duane Owen, Chairman

EXHIBIT “A”

LEGAL DESCRIPTION

(San Jose Apartments)

EXHIBIT “B”

PENDING LITIGATION SCHEDULE

(TO BE PROVIDED/UPDATED/REVISED)

Section J

EXHIBIT J
COMPLIANCE MONITORING AGREEMENT

COMPLIANCE MONITORING AGREEMENT
San Jose Apartments

THIS COMPLIANCE MONITORING AGREEMENT (the "Agreement") is made as of 	 1, 2026, by and among OSCEOLA COUNTY HOUSING FINANCE AUTHORITY,
a public body corporate and politic duly created, organized and existing under the laws of the State of Florida (together with its successors and assigns, the “Issuer”) SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Construction Loan Servicer) and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA, a Florida corporation (the “Permanent Loan Servicer”) (the Construction Loan Servicer and the Permanent Loan Servicer collectively, the "Compliance Monitoring Agent"). THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the "Trustee"), and SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the "Borrower").
W I T N E S S E T H :
WHEREAS, all capitalized terms in this Agreement not otherwise defined herein shall have the meanings set forth in the Land Use Restriction Agreement, the Indenture and/or the Loan Agreement (as such terms are hereinafter defined), as applicable; and

WHEREAS, pursuant to the Act, the Issuer and Borrower have entered into that certain Loan pursuant to the terms of the Loan Agreement between Issuer and Borrower dated as of
	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to
Borrower for the acquisition, construction and permanent financing of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and
WHEREAS, in order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

WHEREAS, as a condition to Issuer making the Loan to Borrower and pursuant to the requirements of the Loan and the Indenture, Issuer, the Trustee and Borrower have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of

1

the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located; and

WHEREAS, the Compliance Monitoring Agent has represented and warranted that it is duly qualified and authorized to engage in the business of administering loans of the type of the Loan referred to herein and the Compliance Monitoring Agent has further represented and warranted that its accounts and deposits are and will continue to be deposited with a financial institution eligible to be insured by the Federal Deposit Insurance Corporation ("FDIC"); and

WHEREAS, the Compliance Monitoring Agent shall act as agent of the Issuer in performing certain functions under the Loan Agreement, the Indenture, and the Land Use Restriction Agreement and shall monitor tenant eligibility with respect to the Property subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS. The following definitions shall apply as context may require in this Agreement. In addition, the capitalized words and terms used herein which are not otherwise defined herein shall have the same meanings ascribed to them in the Loan Agreement, the Indenture and/or the Land Use Restriction Agreement, as applicable.
“Desk Top Audit” - An audit of those tenant files selected by the Compliance Monitoring Agent, at the Compliance Monitoring Agent’s sole discretion, to be performed at the Compliance Monitoring Agent’s office.

“Improvements” - All improvements described in the plans for the Property (the "Plans") and all additions and equipment reasonably necessary to construct, equip, renovate, operate and rent the Property, including all amenities. Without limiting the foregoing, the term Improvements shall include all landscaping, walls, drives, approaches, sidewalks, curbs, paving and all chattels, furniture, furnishings and equipment described in the Plans.

“Issuer Documents” - Collectively, this Agreement, the Note, the Indenture, the Mortgage, the Land Use Restriction Agreement, the Loan Agreement, the Borrower Documents and all other documents and instruments evidencing, securing or guaranteeing payment of the Loan, or any portion thereof.

Reserved.

“Management Company” - A firm selected by the Borrower and approved by Issuer to oversee the operation and management of the Property; and shall mean the Borrower in any event wherein the Management Company is required to perform any obligations under this Agreement.

“Property” - The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof, and the Improvements.

“Title Insurance Policy” - Policy issued pursuant to mortgagee title insurance File No. 55591 issued by First American Title Insurance Company and all endorsements issued as required by this Agreement as of the date of reference.

TERM. This Agreement shall continue from the earlier of the date of this Agreement or from the date the Compliance Monitoring Agent shall begin compliance monitoring for the Issuer until occurrence of the first of the following events:

The later of the end of the Property's Qualified Project Period, or until no Bonds remain outstanding.
Termination of this Agreement as to the Compliance Monitoring Agent pursuant to Paragraph 12 hereof.

COMPLIANCE SERVICING OF THE LOAN. The Compliance Monitoring Agent shall service the Loan in accordance with all of the representations, warranties and agreements set forth in this Agreement, the Indenture, the Land Use Restriction Agreement and the Loan Agreement. The Compliance Monitoring Agent shall exercise the same degree of care in servicing the Security Instrument as is customary for financial institutions which service real property loans for their own portfolios and on behalf of others.

The Issuer agrees that it shall do and perform all things reasonably necessary to assist the Compliance Monitoring Agent in servicing the Loan.

CONSTRUCTION LOAN SERVICING. The Compliance Monitoring Agent shall be responsible for monitoring the submission and progress of the construction draws, pursuant to the Loan Documents, as follows:

Establishing servicing files for the Property that shall contain copies of all documents and reports pertaining to the Property that are provided to the Compliance Monitoring Agent. The Compliance Monitoring Agent shall maintain the files until such time as the Loan has been paid in full, unless otherwise directed in writing by Issuer.

Receive and Review each Draw Request from the Borrower. The Compliance Monitoring Agent shall review for the following material conditions:
The Borrower, or its designee, has furnished the Compliance Monitoring Agent with an affidavit stating whether the Borrower has been served with any written notice that a lien may be claimed for any amounts by any person or entity furnishing materials or performing labor of any kind in the construction process of the Property through the date of the previous disbursement. The affidavit shall include copies of

the notices of any liens. In the event a lien has been filed against the property, the Compliance Monitoring Agent shall require that such lien be satisfied, escrowed or bonded before approving a Draw Request.
The Borrower has procured proper construction lien waivers including, but not limited to, a contractor’s affidavit or bonds from the general contractor and all subcontractors which have provided statutory “Notice to Owner” to the Compliance Monitoring Agent, but have not yet filed lien waivers, through the date of the previous disbursement.
The Borrower has furnished the Compliance Monitoring Agent satisfactory evidence that the undisbursed proceeds of the Loan and other available and committed sources shall be sufficient to pay the cost of completing the construction of the Property as required by the Loan Documents.

The construction of the Property is not in violation of the Land Use Restriction Agreement or any covenants, restrictions, codes, or zoning ordinances affecting the Property.

The Borrower has provided the Compliance Monitoring Agent with a monthly title endorsement indicating that there has been no change in the state of title to the Property since the issuance of the policy, except as otherwise approved by the financing parties to the extent approval is required.

An authorized officer of the Borrower has executed each Draw Request. The names and signatures of the officers of the Borrower who are authorized to execute Draw Requests shall be provided to Issuer and the Issuer Servicer prior to the commencement of Draw Requests and immediately following any change(s) in officers.

A draw approval from the Borrower’s engineer or architect, which indicates that work has been accomplished in accordance with the Plans so as to entitle the Borrower to the Draw Request, accompanies each Draw request.

Any change orders are within the scope of the Plans and in compliance with Issuer’s rules.

A draw approval from all other Lenders funding the draw.

Upon request by Issuer, perform an analysis of disbursements from any escrow account.
At closing, verify the adequacy of all insurance policies as to dollar amount and types of coverage, and ensure that Issuer is named as loss payee, and additional

insured, as applicable. Track the renewal or anniversary premium payment dates of all insurance policies. Notify Issuer, in writing, of any potential coverage lapses 60 days prior to policy termination, and of any coverage lapses, policy terminations or expirations.
In the event of a loss, the Compliance Monitoring Agent shall review and disburse the insurance proceeds as described herein, subject to the Loan Documents. Compensation for managing insurance proceeds in the event of a loss shall be at the hourly rates for extraordinary services as set forth in Paragraph 5 herein.

The Compliance Monitoring Agent shall conduct physical inspections of the Property at Issuer’s request, and notify Issuer of any deficiencies found and recommend corrections.

Track the Property’s status of completion and operating deficits, if any, and report to Issuer in writing the adequacy of existing collateralization, such as a guarantee and/or letter of credit, on a semi-annual basis. Upon request of the Borrower, the Compliance Monitoring Agent shall be responsible for recommending, in writing, to Issuer and the Trustee the release of the collateralization and the guarantee (according to the terms specified in the bond documents, if applicable), if all conditions outlined for release have been satisfied, or for recommending the continuation of the collateralization, if the satisfaction of the terms of the guarantee and/or bond documents, as applicable, have not been met, as determined by the Compliance Monitoring Agent.

Upon completion of the Improvements, the Compliance Monitoring Agent shall retain the Architect’s Certificate of Substantial Completion or similar evidence of completion acceptable to the Compliance Monitoring Agent.

COMPENSATION OF THE COMPLIANCE MONITORING AGENT.	The
Borrower shall pay to the Trustee the Compliance Monitoring Fee, for payment to the Compliance Monitoring Agent for the services rendered by the Compliance Monitoring Agent hereunder on the semi-annual dates established in the Loan Agreement, in the following amounts in accordance with the following provisions:
Borrower shall pay a semi-annual amount based on a monthly base compliance monitoring fee of $193.00 plus an additional annual $11.89 per set-aside unit, with a minimum monthly compliance monitoring fee of $303.00. On January 1 of each year, the base fee, the minimum fee and the additional fee per set-aside unit shall be adjusted, but not decreased, based on the South Region Consumer Price Index for the twelve month period ending each November 30th. This automatic increase shall not exceed 3% of the prior year's fees.

An additional fee of $210.00 per hour shall be paid by Borrower for follow-up reviews and/or extraordinary compliance monitoring services.

The Compliance Monitoring Fee, as defined in the Loan Agreement, shall be subject to adjustment in the event of an increase in the fees payable to the Compliance Monitoring Agent. The Compliance Monitoring Fee does not, however, include any extraordinary fees, costs and expenses that may be incurred by Issuer or the Compliance Monitoring Agent.

In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the program(s), as may be amended from time to time, and as reasonably determined by Issuer, the Borrower agrees to pay the Compliance Monitoring Agent increased fees for compliance monitoring if the scope of work is expanded due to any regulatory changes. Upon request of Issuer, the Borrower agrees to enter into an amendment to this Agreement and/or the Land Use Restriction Agreement, to document the payment of the Loan and any compliance monitoring fees due under this Agreement.
In the event the Bonds are retired prior to the end of the Property’s Qualified Project Period as extended, the annual compensation of the Compliance Monitoring Agent for the remainder of the term of the Qualified Project Period as extended, shall be payable annually, in advance by the Borrower directly to the Compliance Monitoring Agent.

Construction Oversight Services.

Borrower shall pay directly to the Compliance Monitoring Agent for Construction Oversight Services a construction servicing fee of $210.00 per hour.

The Issuer Servicer's rights to compensation hereunder for construction oversight servicing shall cease upon the occurrence of any of the lien-fee completion of construction.

For so long as the Bonds are outstanding, any fees hereunder not paid by the Borrower may be paid by the Trustee (from amounts available under the Indenture) and charged against the Loan unless Borrower gives Trustee notice that such fees are disputed.

Extraordinary Fees. The Issuer Servicer’s fees set forth in this Section do not, however, include any extraordinary fees, costs and expenses that may be incurred by the Issuer Servicer or the Issuer. In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the tax-exempt bond program(s), as may be amended from time to time, and as reasonably determined by the Issuer, the Borrower agrees to pay the Issuer Servicer increased fees if the scope of work is expanded due to any regulatory changes.

The Compliance Monitoring Agent's rights to compensation hereunder shall cease upon the occurrence of any of the following events:
the later of: (a) the end of the Property’s Qualified Project Period (as extended, when applicable) or (b) until the Bonds are no longer outstanding;

notification by the Trustee or by the Issuer to the Compliance Monitoring Agent that its services or this Agreement shall be terminated by the Issuer or the Trustee with the Issuer’s consent, with or without cause, and a successor Compliance Monitoring Agent is not appointed by the Issuer.

For so long as the Bonds are outstanding, any fees not paid by the Borrower may be paid by the Trustee (from amounts under the Loan Agreement) and charged against the Loan, unless Borrower gives the Trustee notice that such fees are in dispute.
INSURANCE TO BE MAINTAINED BY THE COMPLIANCE MONITORING
AGENT. The Compliance Monitoring Agent shall maintain at all times during the existence of this Agreement, at its own expense, blanket fidelity insurance and errors and omissions insurance covering the Compliance Monitoring Agent's officers and employees and other persons acting on behalf of the Compliance Monitoring Agent relating to the Compliance Monitoring Agent's performance of this Agreement. The amount of coverage of such policies shall be at least equal to the coverage that would be required by Fannie Mae with respect to the Compliance Monitoring Agent if the Compliance Monitoring Agent were servicing mortgage loans for Fannie Mae relating to the Compliance Monitoring Agent's performance of its obligations under this Agreement. All such policies of insurance shall be issued by an insurance company, with coverage satisfactory to the Issuer and the Compliance Monitoring Agent and shall name the Issuer and the Trustee as the insured under said policies.
NOTIFICATION TO THE ISSUER AND THE TRUSTEE.	The Compliance
Monitoring Agent shall promptly notify the Issuer, the Borrower, and the Trustee in writing of any of the following which may come to the attention of the Compliance Monitoring Agent with respect to the Security Instrument:

Any failure of the Borrower to perform any covenant of obligation, applicable to it, under the Loan Documents (of which the Compliance Monitoring Agent has knowledge) if such failure continues for a period of thirty (30) days, or beyond any applicable cure period, if so provided in any Loan Document.
Abandonment of the Property.

Any lack of repair or the deterioration or waste suffered or committed in respect to the Property.
Any other matter which would adversely or materially affect or result in diminution of value of the security described herein and in the Security Instrument.

Any loss or damage by fire or any hazard to the mortgaged property requiring repairs costing in excess of TWENTY-FIVE THOUSAND AND 00/100 ($25,000.00) DOLLARS to restore the Property of its condition prior to such loss or damage.

DEFAULT OF BORROWER. The Compliance Monitoring Agent shall not at any time, without the express written consent of the Issuer and the Trustee, consent to a postponement of compliance on the part of the Borrower with any of the terms and provisions of the Indenture, the Security Instrument, or any other Loan Document, or in any manner grant an extension or waiver to the Borrower.

FORECLOSURE. The Compliance Monitoring Agent, in case of an Event of Default beyond any applicable cure or notice period therein, hereby agrees to proceed under the direction and written authorization of the Trustee or Issuer, if such direction is given to the Compliance Monitoring Agent. In such case, the Compliance Monitoring Agent shall be paid based on the fee for extraordinary services.

REPRESENTATIONS OF THE COMPLIANCE MONITORING AGENT. The
Compliance Monitoring Agent covenants, warrants and represents to the Issuer and the Borrower as follows:
The Compliance Monitoring Agent is a duly organized corporation under the laws of the State of Florida and is in good standing; that it is authorized to execute, deliver and perform this Agreement and all other documents and agreements required hereunder, and in so doing, that it will not violate any law, any provision of its charter or bylaws or any other agreement or instrument binding upon it.

The Compliance Monitoring Agent shall comply with all applicable laws and the provisions of the Loan Documents, as applicable.

The Compliance Monitoring Agent shall cause any funds advanced to the Compliance Monitoring Agent by the Trustee under this Agreement to be deposited with a financial institution the deposits of which are insured by FDIC or by any successor agency or instrumentality of the United States government; and will cause such financial institution to designate said funds as escrow funds for the benefit of the Trustee; and will cause such financial institution or execute an agreement providing that it will not exercise any powers of right of offset or banker's lien against such escrow funds.

The Compliance Monitoring Agent hereby waives and releases any lien or encumbrances which it might at any time have or be able to claim against any property or funds held by the Trustee or the Issuer, except monies on deposit in any administrative expense account, fee account, or fund and available for such payment under the Loan Agreement.

BORROWER'S REPRESENTATIONS AND WARRANTIES.	The Borrower
represents and warrants to the Compliance Monitoring Agent that it may rely on the representations and warranties made by Borrower to the Issuer as set forth in the Indenture, the Land Use Restriction Agreement and the Security Instrument.
COVENANTS OF THE BORROWER. The Borrower covenants and agrees with the Issuer, the Trustee and the Compliance Monitoring Agent as follows:

Right of Entry. The Borrower shall permit the Issuer, the Trustee and the Compliance Monitoring Agent and their authorized employees, agents or representatives to enter upon the Property after reasonable prior notice during normal business hours to inspect the Improvements and all books and records related to the Property of the Borrower and will cooperate with the Issuer, the Compliance Monitoring Agent, the Trustee and its representatives to enable them to perform their functions hereunder. It is expressly agreed that any inspection made by the Issuer, the Trustee and the Compliance Monitoring Agent, or their representatives shall be made solely and exclusively for the protection and benefit of each of them and neither the Borrower nor any third party shall be entitled to claim, any loss or damage either against the Issuer, the Trustee and the Compliance Monitoring Agent, or their employees, agents or representatives for failure to properly discharge any alleged duties of the Issuer, the Trustee and the Compliance Monitoring Agent, and they shall have no duty to make such inspections.
Additional Documents. The Borrower agrees to execute any and all such other and further instruments as may reasonably be required by the Issuer or the Trustee from time to time in order to carry out the provisions of this Agreement, the Loan Documents or for the purpose of protecting, maintaining, or enforcing the Issuer’s and the Trustee’s security for the Loan.

TERMINATION.

By the Issuer.
Issuer shall have the right to terminate the Compliance Monitoring Agent’s rights and obligations under this Agreement, with or without cause, upon ten (10) days' written notice to the Compliance Monitoring Agent.
Issuer shall unilaterally terminate this Agreement, after ten (10) days’ written notice to the Compliance Monitoring Agent, if the Compliance Monitoring Agent fails to comply with Florida’s Public Records Law or any other federal, state or local law, rule or regulation.

Automatic Termination. Upon the occurrence of any one or more of the following events, this Agreement shall be automatically terminated:

The Compliance Monitoring Agent shall assign or attempt to assign its rights or obligations under this Agreement without the prior written consent of Issuer.
The Compliance Monitoring Agent's accounts shall cease to be insured by the FDIC or such other insurer as has been approved by the Issuer.

The Compliance Monitoring Agent shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Laws or for relief under any other law for the relief of debtors or shall consent to the appointment of a receiver of all or substantially all of its property, or make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall

be adjudicated bankrupt or insolvent by a court of competent jurisdiction, or if an order shall be made by a court of competent jurisdiction appointing a receiver, liquidator or trustee of the Compliance Monitoring Agent or of all or substantially all of its property or approving any petition filed against the Compliance Monitoring Agent for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days.

The Compliance Monitoring Agent shall fail to perform any of its obligations hereunder and shall fail, within thirty (30) days after written notice from the Trustee or the Issuer, to correct or cure such failure.

The Bond shall be redeemed, the Loan repaid, and the Property is no longer subject to any federal regulation dealing with tax-exempt financed housing projects.

The amounts owed by the Borrower under the Loan Documents are paid in full and the Qualified Project Period has expired.
Effect of Termination. In the event this Agreement is terminated pursuant to this Paragraph 12, then the rights and obligations of the Compliance Monitoring Agent and its right to compensation hereunder shall immediately terminate, the Compliance Monitoring Agent shall forthwith deliver to the Issuer or to whomever the Issuer directs, all documents relating to the Loan and shall do such other acts as may reasonably be required by the Issuer to facilitate the termination hereof. If the Issuer appoints a successor Compliance Monitoring Agent, this Agreement shall not terminate, and any successor Compliance Monitoring Agent shall perform the obligations of the Compliance Monitoring Agent as set forth herein and the Borrower’s obligation shall inure to the replacement Compliance Monitoring Agent.

Notwithstanding the foregoing, this Agreement shall survive the repayment of the Loan and in the event that no Bond remain Outstanding (as such term is defined in the Loan Agreement) to provide for the compliance monitoring of the Land Use Restriction Agreement until the termination of the Qualified Project Period.
COMPLIANCE MONITORING FOR THE LOAN/PROPERTY. To ensure the
Property’s compliance with federal and state laws, rules, and any Loan closing documents currently in effect and as may be revised from time to time, the Compliance Monitoring Agent shall provide at a minimum, the following services:

Pre-Occupancy Conference/Training. Prior to the leasing of any Property units, the Compliance Monitoring Agent shall conduct a pre-occupancy conference/training with the Borrower and Management Company personnel to provide complete instructions on items a. through n., below. Upon completion of the conference/training, the Compliance Monitoring Agent shall provide written confirmation to the Issuer that the items specified in a. through p. below, have been addressed:

Federal requirements including, but not limited to, the minimum number of set aside units, certification and recertification of tenants, and next available unit documentation;

State laws including, but not limited to, additional set aside units and any program requirements as may be required by Section 420, Fla. Stat., as may be amended from time to time;
Issuer rules concerning tenant income restrictions;

Resident Programs/Public Purpose Requirement/Public Policy Criteria;

If applicable, Affirmative Fair Housing Marketing requirements, as may be amended from time to time;
Tenant applications - specific information necessary for continued program compliance;

Income limits;

Rent Limits, as may be amended from time to time;

Income verifications;

Utility allowances;

Annual income and assets;

Tenant income certifications;

Leases;

Program Reports;

Management units, and;

Borrower’s responsibilities including, but not limited to:

Notifying the Compliance Monitoring Agent of any change in management personnel; and,
Notifying Issuer of any change in ownership of the Management Company.

Program Reports. The Borrower or Management Company shall complete a Program Report, which provides a unit-by-unit listing of all units in the Property and gives detailed information regarding the occupants’ eligibility and set-aside requirements. The Program Report shall be submitted electronically or manually (as directed by Issuer) to the Compliance Monitoring Agent and the Issuer, in accordance with the deadlines stated in part b. of this section.
The Compliance Monitoring Agent shall perform the following functions regarding the Program Reports:
Review Tenant Income Certification Program Report information for completeness, including proper execution and income eligibility.

Confirm that all required re-certifications are completed in a timely manner.

Confirm that all new move-ins and move-outs have been correctly designated.
Provide Issuer with occupancy information on or before the 10th of the month following the Program Report due date.

Review the Program Report to determine that the applicable program set-aside requirements have been met.
The Compliance Monitoring Agent shall keep all Program Reports and Tenant Income Certifications in files of the Compliance Monitoring Agent.

Contact the Borrower or Management Company, as applicable, immediately following the due date if the Program Report has not been received. A record shall be kept of the tardiness of responses. If a pattern of tardiness develops, a letter shall be sent by the Compliance Monitoring Agent to the Borrower or Management Company, as applicable, giving notice that extra effort should be made to have reports in before the deadline.
Write or telephone the Borrower or the appropriate Management Company personnel regarding any discrepancies in Program Reports. Responses from the Borrower or Management Company are due to the Compliance Monitoring Agent on or before fifteen (15) days after receipt by Borrower or Management Company of a request for such response. If the Borrower or Management

Company does not respond on or before the end of the fifteen
(15) day period, the Compliance Monitoring Agent shall contact the Borrower or Management Company, as applicable, to determine the reason. Any telephone response shall be documented in the Property file. In cases of incorrect Program Report information, the Compliance Monitoring Agent shall make a note to the file to review the next Program Report to see that errors have been corrected. Issuer shall be provided copies of any correspondence by the Compliance Monitoring Agent relating to the monitored Property within thirty (30) days of the correspondence’s origination.
Submission of Program Reports shall be as follows:
Initial Program Reports
For those Developments that have occupied units at the time of Loan closing, the Initial Program Report, shall be prepared as of the last day of the calendar month during which Loan closing occurred and shall be submitted no later than the 15th of the following month; the Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by the certificate of continuing program compliance, if applicable to the development, and a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units. The Borrower or the Management Company shall also deliver any certificate of continuing program compliance to the Trustee, if applicable to the development. If the initial Management Review and Physical Inspection is conducted prior to Loan closing, the Initial Program Report shall be submitted prior to the initial review; the Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units.

For those Developments that have no occupied units at the time of Loan closing, the Initial Program Report shall be prepared as of the last day of the calendar month during which rental of the initial unit occurs and shall be submitted no later than the 15th of the following month. The Compliance Monitoring Agent’s and the Issuer’s copies of the Program Report shall be accompanied by a copy of an executed Tenant Income Certification for ten percent (10%) of the certified units.

Ongoing Program Reports

Subsequent Program Reports shall be prepared as of the last day of the calendar month and are due no later than the 15th of each month of the regulatory period. The Compliance Monitoring Agent’s and the Issuer’s copies of the Program Reports shall be accompanied by the certificate of continuing program compliance, if applicable to the development, and copies of ten percent (10%) of the executed Tenant Income Certifications effective since the last Program Report. The Borrower or the Management Company shall deliver any certificate of continuing program compliance to the Trustee, if applicable to the development.

Management reviews and physical inspections. The Compliance Monitoring Agent shall conduct a management review consisting of a review of tenant files, the administrative procedures of the Management Company, and a physical inspection of the Property. The purpose of the management review and physical inspection is to evaluate management of the Property, to conduct an onsite inspection of the premises, and to provide any information needed by the Borrower in order to fulfill the compliance requirements. The Compliance Monitoring Agent shall then submit the Management Review and Physical Inspection Summary to the Borrower, the Management Company representative, the onsite manager, Issuer and the Trustee and a copy to the credit enhancer (if applicable). At the request of Issuer, the Compliance Monitoring Agent shall inquire or investigate a non-compliance issue and notify Issuer of the findings. Personnel representing the Management Company shall attend each management review and physical inspection.

Follow-up Reviews may be required, based on the quantity and nature of the errors found by the Compliance Monitoring Agent in a review or the physical condition of the property. The Compliance Monitoring Agent may schedule a follow-up review, onsite or Desk Top Audit, on or before the 90th day after the response due date for the program. The Compliance Monitoring Agent shall re-examine previously reviewed files containing discrepancies to ensure the Borrower or Management Company corrected noted discrepancies and review additional files to determine whether acceptable procedures are currently being followed.

Frequency of management reviews and physical inspections conducted by the Compliance Monitoring Agent:

If the Property has units occupied at the time of Loan closing, the Compliance Monitoring Agent shall conduct the initial review prior to Loan closing or on or before the 60th day after Loan closing, and subsequent reviews will be conducted within one (1) year of the previous review, whether initial or subsequent, throughout the qualified project period/compliance period.

If the Property has no units occupied at the time of Loan closing, the Compliance Monitoring Agent shall conduct the initial review on or before the 120th day after the leasing of any unit, and subsequent reviews conducted within one (1) year of the previous review, whether initial or subsequent, throughout the qualified project period/compliance period.
Management review and physical inspection procedures include the following:
Tenant Files and Records. The Compliance Monitoring Agent must:

Select at random and inspect tenant files. Within each of the tenant’s files reviewed, the Compliance Monitoring Agent shall inspect and verify the following:

Application(s) - check for completeness and inclusion of total income from all sources, including assets.

Tenant Income Certification (initial and/or current) - check for completeness and confirm the amount of income documented in the tenant file.

Verification(s) of income - examine for completeness and compare to the application and the initial and/or current Tenant Income Certification for agreement.
Lease (initial and current) - examine to ensure that all occupants of the unit are listed, the lease is fully executed, and the terms of the lease meet Land Use Restriction Agreement and/or Extended Use Agreement requirements, and confirm that the current rent for the unit does not exceed applicable rent limits, if any.

The sequence of the certification procedure to ensure that no person or family occupies a Property unit prior to being properly certified.

Randomly select for examination tenant files equivalent to ten percent (10%) of the set-aside units in the Property, with a minimum of one (1) unit per building. Where application of the ten percent (10%) rule results in a fraction of a file, that file shall be considered to be included in the files that

shall be examined. The Compliance Monitoring Agent shall have the option of a Desk Top Audit. If a Desk Top Audit is performed, all costs of secure shipment of the tenant files shall be borne by the Compliance Monitoring Agent and the physical inspection of the Property shall be conducted within sixty (60) days of completion of the Desk Top Audit.
Review Rents and Utility Allowance verification, as applicable.
The administrative procedures of the Borrower and/or Management Company. Review the following administrative procedures at a minimum and indicate findings on the Management Review and Physical Inspection Summary:
Tenant selection and orientation
Maintenance program
Security program
Organization and supervision
Training
Advertising and Affirmative Fair Marketing
Tenant programs and services

Physical inspection of units. The Compliance Monitoring Agent must inspect a Property’s units to determine if those units meet the HUD Uniform Physical Condition Standards and/or local and state codes. Management must provide notice pursuant to Section 83.53, Fla. Stat., to tenants for unit inspections.
Physical inspection includes:
Inspection of the buildings including unit features, Property amenities and the grounds (including landscaping) to identify any deferred maintenance and evaluate overall appearance and compliance with Land Use Restriction Agreement and/or Extended Use Agreement requirements and indicate findings on the Management Review and Physical Inspection Summary.

The number of units to be inspected:

# of set-aside units	# of units to be inspected:
set asides + other	
1-50	5 + 1 random	
51-200	8 + 2 random	
200+	10 + 2 random	

If applicable, in addition, the Compliance Monitoring Agent shall review the Real Estate Assessment Center (REAC) inspection report, and confirm that the findings have been satisfactorily resolved. Findings not resolved shall be indicated on the Management Review and Physical Inspection Summary.

Transmittal of Management Review and Physical Inspection Summary. The Compliance Monitoring Agent shall prepare and send the Management Review and Physical Inspection Summary to the Borrower, the Management Company representative, the onsite manager, Issuer and the Trustee and the servicer for the credit enhancer (if applicable). The Borrower shall acknowledge receipt of the Management Review and Physical Inspection Summary to the Compliance Monitoring Agent within ten (10) days from the date the Management Review and Physical Inspection Summary was mailed and respond in writing to the Compliance Monitoring Agent and Issuer within thirty (30) days of the date the Management Review and Physical Inspection Summary was mailed. The response must address all noted discrepancies and indicate the manner in which corrective action has been made. The Compliance Monitoring Agent shall review the response to determine whether all discrepancies have been satisfactorily corrected and follow up with the Borrower or Management Company representative until resolved.
If a response has not been received by the due date, the Compliance Monitoring Agent shall follow up with the Borrower or Management Company until the response is received.
Non-Compliance. At the request of Issuer, the Compliance Monitoring Agent shall inquire or investigate a non-compliance issue and notify Issuer of the findings. On a regular basis as defined by Issuer, the Compliance Monitoring Agent shall provide a report summarizing all non-compliance issues for the Property in their portfolios.

The Compliance Monitoring Agent shall notify the Borrower, with a copy to Issuer, of non-compliance noted as a result of a management review and physical inspection or Program Report. The notice shall provide the Borrower with a thirty (30) day cure period.

Close-Out Letters. The Compliance Monitoring Agent shall provide the Borrower and Issuer with a close-out letter when all discrepancies have been corrected satisfactorily, and provide a close-out letter at the time all MMRB discrepancies have been corrected, even if discrepancies remain outstanding for other programs.

Additional Miscellaneous Duties of the Compliance Monitoring Agent.

Daily availability to Borrower, Management Company personnel, and onsite staff to answer any questions concerning compliance.

Provide Issuer with a written monthly management review and physical inspection schedule seven (7) days prior to the 1st day of each month.
Any change in ownership and/or Management Company may require additional reviews.

Additional training to instruct Borrower and Management Company personnel on compliance requirements shall be conducted as deemed necessary by the Compliance Monitoring Agent or Issuer.

Participation in conducting regional training workshops for Borrower and Management Company personnel to ensure compliance with Federal laws and regulations, State laws, and Issuer rules concerning program requirements. Workshops are to be conducted at least quarterly.

EVENTS OF DEFAULT. Subject in all instances to the provisions of this Agreement, an Event of Default shall be deemed to have occurred hereunder if there shall occur any default or Event of Default under any of the other Loan Documents which is not cured within any applicable cure or notice period.
Notwithstanding the foregoing, notice of and opportunity to cure any Event of Default arising under the other Loan Documents shall be governed by the terms of such agreements, and no additional notices of or opportunity to cure any default under such agreements shall be required hereunder to complete the notice and cure procedures provided in such agreements.

Issuer and Compliance Monitoring Agent agree that any cure of any default made or tendered by the Investor Limited Partner shall be deemed to be a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower.
MISCELLANEOUS PROVISIONS:
No Waiver. Nothing herein shall be construed to waive or diminish any right or security of the Issuer or the Trustee under the Indenture, the Land Use Restriction Agreement and the Loan Agreement. It is the purpose and intent hereof to provide safeguards, protections and rights for the Issuer and the Trustee in addition to those provided in the Indenture and Loan Agreement.

Cumulative Remedies. The remedies provided herein shall be in addition to and not a substitution for the rights and remedies which would otherwise be vested under any Loan Document or in law or equity, all of which rights and remedies are specifically reserved. The remedies herein provided or otherwise available to the Issuer, the Trustee or the Compliance Monitoring Agent shall be cumulative and may be exercised separately or concurrently and as often as the occasion therefor may arise. The failure to exercise any of the remedies herein shall

not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent use of any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to the Issuer, the Trustee or the Compliance Monitoring Agent shall continue and be each and all available until all sums due by reason of the Indenture or the Security Instrument are paid in full and all obligations incurred by the Borrower in connection with the construction or operation of the Improvements have been fully discharged.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assigns. The Borrower may be released from obligations and agreements hereunder only by a written instrument of the Trustee and the Issuer specifically providing for such release. The Borrower shall be released from any and all liability hereunder, upon payment of the Loan in full and expiration of the Qualified Project Period.

Assignability. This Agreement shall not be assignable by the Borrower or Compliance Monitoring Agent without the prior written consent of the Issuer. If the Issuer approves an assignment hereof by the Borrower, the Trustee shall be entitled to make advances to such assignee and such advances shall be secured by the Loan Documents.
Governing Law. This Agreement shall be construed under the laws of the State of Florida, regardless of where it may have been executed or delivered.
Construction. Whereas this Agreement was negotiated with input from all parties hereto, this Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation.

Costs and Legal Fees. In the event that any party shall be required to enforce this Agreement and whether or not suit be brought, the prevailing parties shall be entitled to recover from the losing parties all reasonable legal fees and costs incurred in connection therewith, whether incurred in collection, at trial, on appeal, in bankruptcy or other similar proceedings affecting creditors' rights or otherwise.

Invalid Provisions. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby, nor shall such terms be invalid or unenforceable under other, dissimilar facts and circumstances.

Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning, content, or interpretation hereof.

Amendments. This Agreement shall not be amended or modified except by an amendment in writing, executed by all parties hereto in the same form as this Agreement. The

Issuer reserves the right to amend this Agreement in the event additional monitoring or servicing duties are required to comply with federal or state laws and regulations.

Time of Essence. Time is of the essence of this Agreement.
Right to Publicize. The Issuer and the Compliance Monitoring Agent shall have the right to publicize their involvement in the financing of the Property and may require the Borrower to name the Issuer as its mortgage lender in all publicity releases and promotional materials issued in connection with the Property.

Dealings with the Compliance Monitoring Agent. The Compliance Monitoring Agent shall be protected and shall incur no liability in acting or proceeding in good faith upon resolution, notice, telegram, consent, waiver, certificate, affidavit, voucher, bond, title insurance commitment or policy or endorsement thereto or other paper or document which it shall in good faith reasonably believe (i) to be genuine and, (ii) to have been passed or prepared and furnished pursuant to the provisions of the Indenture, the Land Use Restriction Agreement, the Security Instrument or the Indenture, and the Compliance Monitoring Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements unless the instrument on its face reasonably indicated that the Compliance Monitoring Agent should inquire further or unless the Compliance Monitoring Agent has actual knowledge or information which reasonably should cause the Compliance Monitoring Agent to inquire further. The Compliance Monitoring Agent shall not be held liable under this Agreement except for its own negligence or willful misconduct or gross negligence. The Borrower shall indemnify and hold the Compliance Monitoring Agent harmless from any claim, action or liability of any kind or character whatsoever arising from or in any way related to acts or omissions of the Borrower or any of its agents, employees, consultants, counsel, or independent contractors. This paragraph shall in no way be construed to relieve the Compliance Monitoring Agent of the normal and usual duties of a reasonably prudent loan servicer or monitoring agent.

Terms. Wherever used herein, the terms utilized shall include masculine, feminine, neuter, singular and/or plural, as the context admits or requires.

Conflicts. Notwithstanding anything herein to the contrary, the terms and conditions of the Loan Agreement, the Indenture and the Security Instrument shall govern, control and prevail, in the event of any conflict between the terms and conditions hereof and those contained in the Loan agreement, the Indenture and the Security Instrument.

Non-Recourse. The non-recourse provisions of Section 4.06 of the Indenture and Section 9.03 of the Loan Agreement are incorporated herein.

REMEDIES. Subject to the applicable terms, conditions and restrictions set forth in the Land Use Restriction Agreement, upon the occurrence of any Event of Default which is not cured within the applicable cure period, the Issuer (or the Trustee or the Compliance Monitoring Agent at the written direction of the Issuer), shall be entitled to seek specific performance hereof against the Borrower, and/or in addition to any other right or remedy available to it in law or equity.

It is specifically agreed by the Borrower that a violation of this Agreement or the Land Use Restriction Agreement could cause harm for which no damages could be calculated, therefore entitling the Issuer to immediate equitable relief, including without limitation a temporary restraining order or mandatory injunction without notice.
NOTICES.  Any notice required to be given hereunder shall be given by personal delivery, by registered U.S. mail or by expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt of sent by registered U.S. Mail.

The Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: (407) 841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800
Trustee:	The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust Department Email: Lori.Cardey@bny.com Telephone: (904)645-1982
with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 3202
Attention: Timothy J. Bramwell, Esq. Telephone: (904) 798-3700
Email: Tim.bramwell@akerman.com

Borrower:	San Jose Preservation, Ltd c/o Lincoln Avenue Capital
401 Wilshire Blvd, Suite 1070 Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com

Telephone: (424) 577-2461

with a copy to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A 150 W. Flagler Street
Miami, Florida 33130 Attention: Brooke Perlyn, Esq.
Email: bperlyn@stearnsweaver.com Telephone (305)789-4107
Borrowers Investor
Limited Partner:	TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110

with a copy to:	Nixon Peabody LLP
Exchange Place 53 State Street
Boston, MA 02109
Attn: Nathan A. Bernard, Esq.

Permanent Loan Servicer/
Compliance Monitoring	First Housing Development Corporation of Florida
Agent:	107 S. Willow Avenue Tampa, Florida 33606-1945 Attention: Edward Busansky Telephone: (813) 289-9410
Email: ebusansky@firsthousingfl.com
Construction Loan Servicer/
Compliance Monitoring	Seltzer Management Group, Inc.
Agent:	17633 Ashley Drive, Building A Panama City Beach, Florida 32413 Attention: Benjamin S. Johnson Phone: (850) 233-3616
Email: ben@seltzermanagement.com

Any party may change said address by giving the other parties hereto notice of such change of address in accordance with the foregoing provisions. Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Agreement and the Land Use Restriction Agreement.
SURVIVAL. The parties agree that this Agreement shall survive the termination of the Indenture, the payment of the Loan and the payment, redemption and/or defeasance of the Bond for the purpose of monitoring compliance with the Land Use Restriction Agreement and all

covenants and agreements relating to the preservation of exclusion from gross income of interest on the Bonds for purposes of federal income taxation
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement among the Issuer, the Compliance Monitoring Agent, the Trustee and the Borrower as to the subject matter hereof, and all prior agreements, negotiations and understandings with respect thereto are merged into and superseded by this Agreement.

[SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE OF THE BORROWER FOR
COMPLIANCE MONITORING AGREEMENT
San Jose Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

SAN JOSE RESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

COUNTERPART SIGNATURE PAGE
OF THE OSCEOLA COUNTY HOUSING FINANCE AUTHORITY FOR COMPLIANCE MONITORING AGREEMENT
San Jose Apartments
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		 Duane Owen, Chairman

COUNTERPART SIGNATURE PAGE OF COMPLIANCE MONITORING AGENT FOR COMPLIANCE MONITORING AGREEMENT
San Jose Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA,
a Florida corporation
By:		 Edward A. Busansky
Senior Vice President

COUNTERPART SIGNATURE PAGE OF COMPLIANCE MONITORING AGENT FOR COMPLIANCE MONITORING AGREEMENT
San Jose Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

SELTZER MANAGEMENT GROUP, INC.,
a Florida corporation

By:		 Benjamin S. Johnson,
President

COUNTERPART SIGNATURE PAGE OF TRUSTEE FOR
COMPLIANCE MONITORING AGREEMENT
San Jose Apartments

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:		 Daniel Todd,
Vice President

EXHIBIT “A”

LEGAL DESCRIPTION

San Jose Apartments

Section K

EXHIBIT K PURCHASE CONTRACT

BOND PURCHASE AGREEMENT
$[15,000,000]
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)
March [  ], 2026
Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC 219 East Livingston Street
Orlando, FL 32801
San Jose Preservation, Ltd.
c/o Lincoln Avenue Capital LLC 401 Wilshire Boulevard, Suite 1070 Santa Monica, California 90401
Ladies and Gentlemen:
RBC Capital Markets, LLC (“RBC Capital Markets” or the “Purchaser”), on its own behalf and not as your fiduciary or agent for you, and in its capacity as underwriter of the Bonds (as hereinafter defined), offers to enter into the following agreement (the “Bond Purchase Agreement” or “Purchase Contract”) with the Osceola County Housing Finance Authority (the “Issuer”) and San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), which, upon acceptance of this offer, will be binding upon the Issuer, the Borrower and the Purchaser. This offer is made subject to the Issuer’s and the Borrower’s acceptance on or before 5:00 p.m., Eastern time, today; if this offer is not timely accepted, it will thereafter be subject to withdrawal by the Purchaser upon written notice delivered to the Issuer and the Borrower at any time prior to the acceptance hereof by the Issuer and the Borrower. If and when accepted by the Issuer and the Borrower in writing, this Bond Purchase Agreement shall constitute the agreement of the Purchaser to purchase the Bonds on the terms and subject to the conditions herein set forth.
The above-captioned bonds are referred to herein as the “Bonds.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture (as such term is hereinafter defined) or the Bond Loan Agreement. The Indenture, the Bond Loan Agreement, the Land Use Restriction Agreement, the Arbitrage Certificate, Arbitrage Rebate Agreement and this Bond Purchase Agreement are hereinafter collectively referred to as the “Issuer Documents.” The Bond Loan Agreement, the Land Use Restriction Agreement, the Continuing Disclosure Agreement, the Proceeds Certificate, the Arbitrage Rebate Agreement, the Note and this Bond Purchase Agreement are hereinafter collectively referred to as the “Borrower Documents.” The Indenture, the Continuing Disclosure Agreement, the Arbitrage Rebate Agreement and the Land Use Restriction Agreement are hereinafter collectively referred to as the “Trustee Documents.”
Section 1. Purchase and Sale of the Bonds.
Subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser on the Closing Date (as such term is hereinafter defined), all (but not less than all) of the Bonds for a purchase price of $[15,000,000]. Inasmuch as this purchase and sale represents a negotiated

transaction, the Issuer understands, and hereby confirms, that the Purchaser is not acting as a fiduciary of the Issuer or the Borrower, but rather is acting solely in its capacity as Purchaser.
The Bonds will be subject to mandatory tender on [	 1, 20 ], will mature on [	 1, 20  ], and will bear interest at the rate of [  ]% per annum. The Borrower agrees to pay the Purchaser
$[	] (which does not include the Purchaser’s Counsel fee) in connection with the purchase of the Bonds (the “Underwriting Fee”), in addition to the other expenses stipulated in Section 8 herein (together with the Underwriting Fee, the “Fees”). The Fees are payable on the Closing Date. Payment of the Fees is solely the obligation of the Borrower.
The Bonds shall be as described in, and shall be issued pursuant to, a Trust Indenture, dated as of March 1, 2026 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds shall be issued pursuant to resolutions adopted by the Issuer on [	  , 20 ] (the “Resolution”) and Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 of the Board of County Commissioners of Osceola County, Florida enacted on September 28, 1981, and effective November 3, 1981, and that certain Interlocal Agreement dated October 22, 2024, between Seminole County, Florida and the Issuer (collectively, the “Act”). A disclosure statement submitted in compliance with Section 218.385, Florida Statutes, as amended, is attached hereto as Schedule I.
The proceeds of the Bonds will be used by the Issuer to provide funding for a loan (the “Loan”) to the Borrower. The Loan will be evidenced by a Promissory Note (the “Note”). The Issuer and the Borrower will enter into a Loan Agreement (the “Bond Loan Agreement”) and the Issuer, the Borrower and the Trustee will enter into a Land Use Restriction Agreement (the “Land Use Restriction Agreement”), in each case regarding the operation of the Development. The Bonds will be secured by collateral held under the Indenture. The disbursement of any Bond proceeds pursuant to the Indenture and the Bond Loan Agreement will be conditioned upon, among other things, the prior deposit of an equal amount of funds by (i) Truist Bank in connection with an equity bridge loan to the Borrower and (ii) Grandbridge Real Estate Capital, LLC (the “Lender”) in connection with the New Lender Loan (as defined in the Indenture) to the Borrower.
It shall be a condition (a) to the obligations of the Issuer to sell and deliver the Bonds to the Purchaser, and (b) to the obligations of the Purchaser with respect to the Bonds, to purchase and accept delivery of and to pay for the Bonds, that the entire aggregate principal amount of the Bonds to be sold and delivered by the Issuer in accordance with this Section 1 shall be sold and delivered simultaneously by the Issuer and be purchased, accepted and paid for simultaneously by the Purchaser.
Section 2. Official Statement.
Prior to the date hereof, the Borrower and the Issuer shall have provided to the Purchaser the Preliminary Official Statement related to the Bonds that each of the Borrower and the Issuer deem final as of its date, except for certain omissions in connection with the pricing of the Bonds as permitted by Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”) (the “Preliminary Official Statement”). The Purchaser has received such Preliminary Official Statement prior to the execution of this Purchase Contract for the purpose of marketing and pricing the Bonds.
With its acceptance hereof, the Issuer will deliver, at the Borrower’s expense, to the Purchaser within seven (7) business days of the date hereof (or within such shorter period as may be requested by the Purchaser in order to accompany any confirmation that requests payment from any customer to comply with paragraph (b)(4) of the Rule, Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board), copies of the final Official Statement in an amount mutually

agreed upon, dated the date hereof, together with all supplements and amendments thereto, as shall have been accepted by the Purchaser, signed on behalf of the Borrower (collectively, the “Official Statement”).
The Issuer hereby ratifies and consents to the use of the Official Statement by the Purchaser in conjunction with the public offering and pricing of the Bonds.
The Borrower and the Issuer agree with the Purchaser that if between the date of this Purchase Contract and the date which is the earlier of (i) 90 days from the end of the “underwriting period,” as determined in subparagraph (d) below, or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, as to the Issuer, any event shall occur which would or might cause the information supplied by or concerning the Issuer, or as to the Borrower, any event shall occur which would or might cause the information supplied by or concerning the Borrower contained in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of circumstances under which they were made, not misleading, the Issuer or the Borrower, as applicable, shall notify the Purchaser thereof, and if in the reasonable opinion of the Purchaser such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer and the Borrower shall cooperate with the Purchaser in supplementing or amending the Official Statement, the printing of which will be at the Borrower’s expense, in such form and manner and at such time or times as may be reasonably called for by the Purchaser.
Unless otherwise notified in writing by the Purchaser on or prior to the Closing Date, the Issuer and the Borrower can assume that the “end of the underwriting period” for the Bonds for all purposes of the Rule is the Closing Date. In the event such notice is given in writing by the Purchaser, the Purchaser agrees to notify the Issuer and the Borrower in writing following the occurrence of the “end of the underwriting period” (as defined in the Rule) for the Bonds identified in such notice. The “end of the underwriting period” as used herein shall mean the Closing Date or such later date as to which notice is given by the Purchaser in accordance with the preceding sentence.
On or prior to the Closing Date, the Purchaser shall file, or cause to be filed, the Official Statement with a nationally recognized municipal securities information repository.
In order to assist the Purchaser in complying with the Rule, the Borrower will undertake, pursuant to a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”) to provide annual financial information and notices of the occurrence of specified events. The form of the Continuing Disclosure Agreement is attached to the Official Statement.
Section 3. Issuer’s Representations, Warranties and Agreements.
The Issuer represents and warrants to and covenants and agrees with the Purchaser and the Borrower that:
The statements and information under the captions “THE ISSUER,” “NO LITIGATION – The Issuer” and “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES”
(collectively, the “Issuer Information”) contained in the Preliminary Official Statement, as of its date and the date hereof, and the Official Statement, as of its date and the Closing Date (and including any supplements and amendments thereto), are and will be true, correct and complete in all material respects, and the Preliminary Official Statement and the Official Statement do not and will not omit any material fact which is necessary in order to make the statements pertaining to the Issuer therein, in light of the circumstances under which they are made, not misleading.

To the knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer affecting the existence of the Issuer or its governing body or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the revenues or assets of the Issuer pledged to the payment of the principal of, redemption premium, if any, and interest on the Bonds, or contesting or to the knowledge of the Issuer, affecting the validity or enforceability of the Bonds or the Issuer Documents or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Issuer or any authority for the issuance of the Bonds or execution and delivery of any of the Issuer Documents; nor, to the knowledge of the Issuer, is there any basis therefor.
The Issuer is a public body and body corporate and politic, established by and acting pursuant to the Act, and has, and at the Closing Date will have, full legal right, power and authority under the Constitution of the State and the laws of the State: (i) to execute and deliver the Bonds and the Issuer Documents; (ii) to adopt the Resolution; (iii) to issue, sell and deliver the Bonds to the Purchaser under the Indenture and as provided in this Bond Purchase Agreement; (iv) to pledge and assign the revenue, other money, securities, funds, accounts, guarantees, insurance, and other items pledged under the terms of the Indenture and the Bond Loan Agreement, as provision of and security for the payment of the principal of and interest on the Bonds, and to similarly pledge all money, securities and earnings held in the funds and accounts held under the Indenture, all in the manner described in the Resolution, the Indenture and the Bond Loan Agreement; (v) to approve the Official Statement and to authorize the distribution of the Preliminary Official Statement and the Official Statement by the Purchaser and (vi) to carry out, give effect to and consummate all the other transactions contemplated by the Bonds or the Issuer Documents, the Resolution, the Preliminary Official Statement and the Official Statement.
The Issuer has duly and validly adopted the Resolution, has duly authorized and approved the execution and delivery of the Bonds, the Issuer Documents, the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the performance by the Issuer of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of those documents, and at the Closing Date, the Bonds and the Issuer Documents will constitute the valid, legal and binding obligations of the Issuer (assuming due authorization, execution and delivery by the other parties thereto, where necessary) in accordance with their respective terms and the Resolution and will be in full force and effect.
The Issuer’s execution and delivery of the Bonds and the Issuer Documents, the Issuer’s consummation of the transactions contemplated by such documents, and the Issuer’s fulfillment of or compliance with the terms, conditions or provisions thereof will not, to the best of the Issuer’s knowledge, on the Closing Date, conflict with, violate or result in the breach of, in any material respect, any of the terms, conditions or provisions of any constitutional provision or statute of the State or of any agreement, instrument, statute, governmental rule or regulation, law and order, judgment or decree to which the Issuer is now a party or by which it is bound, and will not, to the best of the Issuer’s knowledge, on the Closing Date, constitute a default in any material respect under any of the foregoing which has not been waived or consented to in writing by the appropriate party or parties, and will not on, the Closing Date, result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature upon any property or assets of the Issuer prohibited under the terms of any such agreement, instrument, statute, governmental rule or regulation, court order, judgment or decree.
Upon delivery of the Bonds, the Issuer will have good right, full power and lawful authority to pledge and assign the trust estate described in the Indenture to the Trustee as provided in the Indenture and the Resolution.

The Issuer has complied, and will at the Closing Date be in compliance, in each case in all material respects with the Act, the Resolution and the Issuer Documents.
To the Issuer’s best knowledge, all approvals, consents, authorization, elections and orders of or filings or registrations with any governmental authority, board or agency having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Issuer of its obligations hereunder or under the Bonds or any of the Issuer Documents have been obtained and are in full force and effect.
The Bonds, when delivered in accordance with the Indenture and paid for by Purchaser on the Closing Date, will be validly issued and will constitute valid, legal and binding outstanding limited obligations of the Issuer entitled to all the benefits and security of the Indenture.
The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Purchaser as the Purchaser may reasonably request to qualify the Bonds for offer and sale under the “Blue Sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Purchaser may designate (but at no expense to the Issuer), provided that in connection with the offering the Issuer shall not be required to file a general consent to service of process in any jurisdiction.
Other than the Issuer Documents, the Issuer has not entered into any contract or arrangement that might give rise to any lien or encumbrance on the revenues or other assets, properties, funds or interests pledged pursuant to the Indenture.
To the best of its knowledge, the Issuer has not taken or omitted to take on or prior to the date hereof any action if such action or inaction would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
Any certificate signed by any Authorized Officer of the Issuer shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made in such certificate.
If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement, as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material necessary to make the statements, in the Issuer Information, in light of the circumstances under which made, not misleading.
The execution and delivery of this Bond Purchase Agreement by the Issuer shall constitute a representation to the Purchaser that the representations and warranties contained in this Section are true and correct as of the date of this Bond Purchase Agreement.
Section 4. Representations, Warranties and Agreements of the Borrower.
The Borrower represents and warrants to and agrees with the Issuer and the Purchaser as follows:
The Borrower is duly organized and existing as a limited partnership under the laws of the State, has full legal right, power and authority to own its properties and to conduct its business as described in the Official Statement and to enter into and to carry out and consummate the transactions contemplated by the Borrower Documents and the Official Statement, and is duly qualified to do such business and is in good standing wherever such qualification and/or standing are required, including the State.

By all necessary action, the Borrower has duly authorized and adopted the Borrower Documents and approved the execution and delivery of the Borrower Documents, and the performance by the Borrower of the obligations in connection with the issuance of the Bonds on its part contained in the Borrower Documents and the consummation by it of all other transactions contemplated by the Indenture, the Official Statement and the Borrower Documents in connection with the issuance of the Bonds.
On the Closing Date, the Borrower Documents will constitute the valid, legal and binding obligations of the Borrower (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary), enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability affecting the enforcement of creditors’ rights and to general principles of equity, regardless of whether such enforceability is considered in equity or in law.
At the time of the Borrower’s acceptance hereof and at all times subsequent thereto during the period up to and including the date of Closing, the Preliminary Official Statement and the Official Statement (other than the Issuer Information) do not and will not contain any untrue or misleading statement of a material fact or any omission or alleged omission of any material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
If the Official Statement is supplemented or amended pursuant to Section 2(c) of this Bond Purchase Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading.
As of the date hereof, the Borrower is not, in any material respect, in violation of, breach of or default under any applicable law of the State or of any state in which the Borrower is authorized to do business or of the United States, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Borrower or any of its activities, properties or assets, or any indenture, mortgage, deed of trust, resolution, note agreement (including, without limitation, the Borrower Documents) or other agreement or instrument to which the Borrower is a party or by which the Borrower or any of its property or assets is bound, which violation or breach of or default would have a material adverse effect upon the transactions contemplated by this Bond Purchase Agreement, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instruments; and the execution and delivery of the Borrower Documents, and compliance with the provisions on the Borrower’s part contained therein, do not and will not conflict with or constitute on the part of the Borrower a violation or breach of or default under any law of the State or of any state in which the Borrower is authorized to do business or of the United States, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Borrower or any of its activities, properties or assets, or any indenture, mortgage, deed of trust, resolution, note agreement (including, without limitation, the Borrower Documents) or other agreement or instrument to which the Borrower is a party or by which the Borrower or any of its property or assets is bound which violation, breach or default would have a material adverse effect upon the transactions contemplated by this Bond Purchase Agreement, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower or under the terms of any such law, regulation or instrument, except as provided by the Bonds or the Borrower Documents; provided, however, that the Borrower makes no representation or warranty with respect to compliance with applicable state securities

or blue sky laws or the registration of the Bonds under the Securities Act of 1933, as amended, or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
All consents, approvals, authorizations, and orders of or filings or registrations with any governmental authority, board, agency or commission of any state or of the United States having jurisdiction required in connection with, or the absence of which would materially adversely affect, the execution and delivery by the Borrower of the Borrower Documents or the performance by the Borrower of its obligations thereunder have been obtained or made and are in full force and effect or will be timely obtained.
As of the date hereof, there is no action, suit, proceeding, inquiry or investigation of which the Borrower has been notified, at law or in equity, before or by any judicial or administrative court or governmental agency or body, state, federal or other, pending or, to the best knowledge of the Borrower, threatened against the Borrower, affecting the existence of the Borrower or the titles of its officers executing this Bond Purchase Agreement to their respective offices, or contesting or affecting as to the Borrower the validity or enforceability of the Bonds, any Borrower Document or the execution and delivery or adoption by the Borrower of any Borrower Document, or in any way contesting or challenging the completeness or accuracy of the Official Statement or the powers of the Borrower or its authority with respect to the Borrower Documents or the consummation of the transactions contemplated hereby or thereby; nor, to the best knowledge of the Borrower, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the Borrower’s financial condition or operations or the validity of the authorization, execution, delivery or performance by the Borrower of any Borrower Document.
The information contained in the Preliminary Official Statement, as of the date thereof, and the Official Statement, as of the date hereof and the Closing Date, under the captions “ESTIMATED SOURCES AND USES OF FUNDS,” “THE DEVELOPMENT AND THE PARTICIPANTS,”
“CERTAIN BONDHOLDERS’ RISKS,” (but only with respect to those risks that expressly relate to the Borrower, the Development or the private participants) “NO LITIGATION – The Borrower” and “CONTINUING DISCLOSURE” (collectively, the “Borrower Information”) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the best of the Borrower’s actual knowledge, nothing has come to the attention of the Borrower which would cause it to believe that any of the information contained in the Preliminary Official Statement or the Official Statement is untrue or incorrect.
The Borrower will furnish such information, execute such instruments and take such other action in cooperation with the Purchaser as the Purchaser may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Purchaser may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts upon the reasonable request of the Purchaser to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Borrower shall not be required to register as a dealer or broker of securities or execute a general or special consent to service of process or qualify to do business in any jurisdiction where it is not now so subject.
Any certificate signed by the Borrower and delivered to the Purchaser or the Issuer pursuant to the Indenture or the Borrower Documents shall be deemed a representation and warranty by the Borrower to the Purchaser and the Issuer as to the statements made therein as of the date thereof.

The Borrower will not take or omit to take any action, which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds under the Internal Revenue Code of 1986, as amended.
The Borrower shall honor all other covenants contained in the Borrower Documents; provided, however, that nothing herein shall be deemed to alter the nonrecourse nature of any covenants which are under the terms of the Borrower Documents, without recourse to the Borrower.
All permits, licenses and other authorizations necessary for the ownership, acquisition, renovation, and equipping of the Development in the manner contemplated by the Official Statement and the Borrower Documents have been obtained or will be obtained by the time required, and said ownership, acquisition, renovation, and equipping are not in conflict with any zoning or similar ordinance applicable to the Development.
The execution and delivery of this Bond Purchase Agreement by the Borrower shall constitute a representation to the Purchaser that the representations and warranties contained in this Section 4 are true and correct as of the date hereof.
Section 5. Indemnification.
The Borrower agrees to pay, defend, protect, indemnify, save and hold harmless:
the Issuer and each past, present and future member, officer, director, official, employee and agent of the Issuer and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively referred to herein as the “Issuer Indemnified Parties”), against any and all liabilities, losses, damages, costs, expenses (including attorneys’ fees), causes of action (whether in contract, tort or otherwise), suits, claims, demands and judgments of any kind, character and nature (collectively referred to herein as the “Liabilities”) caused by or directly or indirectly arising from or in any way relating to (A) the Bonds, the Loan, the Bond Loan Agreement, the Indenture, this Bond Purchase Agreement or any document related to the Bonds or the Loan (the “Transaction Documents”) or any transaction or agreement, written or oral, pertaining to the foregoing or (B) any untrue or misleading statement or alleged untrue or alleged misleading statement of a material fact contained in the Preliminary Official Statement (other than the Issuer Information), as of its date and as of the date hereof, or the Official Statement (other than the Issuer Information), as of the date thereof and the Closing Date, or caused by any omission or alleged omission from the Preliminary Official Statement (other than the Issuer Information), as of its date and as of the date hereof, or the Official Statement (other than the Issuer Information), as of the date thereof and the Closing Date, of any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, unless caused by the gross negligence or willful misconduct of the Issuer Indemnified Party seeking indemnification; and
the Purchaser and each past, present and future member, officer, director, official, employee and agent of the Purchaser and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively referred to herein as the “Purchaser Indemnified Parties,” and together with the Issuer Indemnified Parties, the “Indemnified Parties”), against any and all Liabilities caused by or directly or indirectly arising from or in any way relating to (A) the Transaction Documents or any transaction or agreement, written or oral, pertaining thereto or (B) any untrue or misleading statement or alleged untrue or alleged misleading statement

of a material fact contained in the Borrower Information in the Preliminary Official Statement, as of its date and as of the date hereof, or the Borrower Information in the Official Statement, as of the date thereof and the Closing Date, or caused by any omission or alleged omission from the Borrower Information in the Preliminary Official Statement, as of its date and as of the date hereof, or the Borrower Information in the Official Statement, as of the date thereof and the Closing Date, of any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, unless caused by the gross negligence or willful misconduct of the Purchaser Indemnified Party seeking indemnification.
The Borrower also agrees to pay, defend, protect, indemnify, save and hold harmless the Purchaser and each affiliate, member, officer, director, official, employee and agent of the Purchaser from and against the Liabilities directly or indirectly arising from or relating to any errors or omissions of any nature whatsoever contained in any legal proceedings or other official representation or inducement made by the Issuer pertaining to the Bonds.
Any Indemnified Party shall notify the Borrower of the existence of any Liability to which this indemnification obligation would apply and shall give to the Borrower an opportunity to defend the same at the Borrower’s sole expense and with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense and shall have the right to review and approve or disapprove any compromise or settlement but not take any action to settle the same without the approval of the Borrower, which approval shall not be unreasonably withheld. If there may be legal defenses available to the Indemnified Party that are different from or in addition to those available to the Borrower, if conflicts of interest exist or arise between the Borrower and the Indemnified Party or if the Borrower shall, after this notice and within a period of time necessary to preserve any and all defenses to any claim asserted, fail to assume the defense or to employ counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of, and at the risk and expense of, the Borrower, in any manner that the Indemnified Party, in its sole good-faith judgment, considers to be reasonable. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be personally liable for the payment of principal or interest on the Note.
In order to provide for just and equitable contribution in circumstances in which the indemnity provided for in paragraph (a) or (b) of this Section is for any reason held to be unavailable, the Borrower and the Purchaser shall contribute proportionately to the aggregate Liabilities to which the Borrower and the Indemnified Parties may be subject, so that the Purchaser is responsible for that portion represented by the percentage that the fees paid by the Borrower to the Purchaser in connection with the issuance and administration of the Bonds bear to the aggregate offering price of the Bonds, with the Borrower responsible for the balance; provided, however, that in no case shall the Purchaser be responsible for any amount in excess of the fees paid by the Borrower to the Purchaser in connection with the issuance and administration of the Bonds and provided further that the Borrower shall not be required to contribute for Liabilities arising from the gross negligence or willful misconduct of the Purchaser. No person guilty of fraudulent misrepresentation (within the meaning of Section 10(b) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such misrepresentation.
The Indemnified Parties, other than the Issuer and the Purchaser, shall be considered to be third-party beneficiaries of this Bond Purchase Agreement for purposes of this Section. The provisions of this Section will be in addition to all liability that the Borrower may otherwise have and shall survive any termination of this Bond Purchase Agreement, the offering and sale of the Bonds and the payment or provisions for payment of the Bonds.

The indemnification hereunder shall be in addition to, and shall not limit, any indemnity granted by the Borrower pursuant to the Bond Loan Agreement, the Land Use Restriction Agreement or any other document.
Nothing herein shall be construed to create recourse debt to the Borrower for the Loan or the Bonds.
All obligations under this Section are subject to the limitations in Section 19 of this Bond Purchase Agreement.
Section 6. Closing.
At 11:00 a.m., Eastern time, on March [ ], 2026, or at such time on such earlier or later date as shall be agreed upon in writing by the Issuer, the Borrower and the Purchaser, the Issuer shall direct the Trustee to deliver the Bonds to the Purchaser through the facilities of The Depository Trust Company (“DTC”), New York, New York, in definitive form, duly executed and authenticated by the Trustee. Subject to the terms and conditions hereof, the Issuer shall deliver at the Issuer’s offices the other documents and instruments to be delivered pursuant to this Bond Purchase Agreement (the “Closing Documents”) and the Purchaser shall accept delivery of the Bonds and Closing Documents and pay the purchase price for the Bonds by wire transfer, to the Trustee, in immediately available federal funds, for the account of the Issuer or as the Issuer shall direct. As a condition precedent to such acceptance, the Purchaser shall have received the Underwriting Fee by wire transfer in immediately available federal funds to the order of the Purchaser, in such manner as shall be agreed upon by the Borrower and the Purchaser (but in no event shall such fee be netted against the purchase price of the Bonds). This delivery and payment is herein called the “Closing” and the date on which the Closing occurs is herein called the “Closing Date.”
Section 7. Closing Conditions.
The Purchaser has entered into this Bond Purchase Agreement in reliance upon representations, warranties and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Purchaser’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the Issuer and the Borrower of their obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations and warranties of the Issuer and of the Borrower contained herein as of the date hereof and as of the Closing as if made on the Closing Date, and shall also be subject to the following additional conditions:
At the time of the Closing, the Resolution shall have been duly approved and adopted by the Issuer and shall be in full force and effect and the Issuer Documents shall have been duly authorized, executed and delivered, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Purchaser and there shall have been taken in connection therewith and in connection with the issuance of the Bonds all such actions as, in the opinion of Greenberg Traurig, P.A. (“Bond Counsel”), and counsel for the Purchaser, shall be necessary and appropriate in connection with the transactions contemplated hereby.
The Purchaser may terminate this Bond Purchase Agreement by notification to the Issuer and the Borrower if at any time subsequent to the date hereof and at or prior to the Closing:

(A) legislation shall be enacted by the Congress of the United States or adopted by the Senate or House of Representatives of the United States, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to the Senate or House of Representatives by any committee of either such body to which such legislation has been referred for consideration or by a conference committee of such bodies, (B) a decision shall be rendered by a court of the United States or by the Tax Court of the United States, (C) a ruling, regulation or official action shall be rendered by or on behalf of the United States, or (D) a ruling, regulation or official action shall be proposed or issued, in any manner, including by pronouncement, press release or any other form of notice, by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or another governmental agency of the United States or by or on behalf of any member of the Senate or House of Representatives of the United States in any such instance with respect to federal taxation of interest received on obligations of the general character of the Bonds and which (1) in the opinion of counsel for the Purchaser would have or proposes action which would have the effect of making such interest includable in gross income for federal income tax purposes or (2) which, in the opinion of the Purchaser would materially adversely affect any intended utilization of Bond proceeds or other intended action described in the Official Statement;
between the date hereof and the Closing, payment for and delivery of the Bonds is materially adversely affected because (A) trading in securities generally shall have been suspended on the New York Stock Exchange or a general banking moratorium shall have been established by Federal or New York authorities or (B) a war involving the United States shall have been declared, or there shall have occurred any other outbreak or escalation of hostilities or another national or international calamity, or escalation thereof, shall have occurred or escalated, the effect of any of which, in the judgment of the Purchaser materially adversely affects the marketability of the Bonds (it being agreed by the parties hereto that there is no war or national calamity of such a nature as of the date hereof);
any event shall occur or exist which, in the judgment of the Purchaser either makes untrue or incorrect any statement of a material fact in the Official Statement or causes the Official Statement to omit a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
legislation shall be enacted, or any action shall be taken by the Securities and Exchange Commission, which, in the opinion of counsel for the Purchaser has or may have the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Indenture to be qualified as an indenture under the Trust Indenture Act of 1939, as amended; or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect;
there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal or negative change in credit watch status by any national rating service of the Bonds;
the purchase of and payment for the Bonds by the Purchaser, or the resale of the Bonds by the Purchaser, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission;

an occurrence, in the judgment of the Purchaser, of a material adverse change in the capital markets which makes the syndication, sale or financing contemplated hereby impractical or which makes it inadvisable to proceed with the syndication, sale or financing contemplated hereby on the terms, manner and basis contemplated hereby;
there shall have occurred since the date of this Bond Purchase Agreement any materially adverse change in the affairs or financial condition of the Borrower; or
any fact or event shall exist or have existed that, in the Purchaser’s judgment, requires or has required an amendment of or supplement to, the Official Statement.
At or prior to the Closing, the Purchaser shall receive the following documents:
an approving opinion of Bond Counsel addressed to the Issuer, dated the Closing Date substantially in the form attached to the Official Statement, and a reliance letter of such counsel dated the Closing Date and addressed to the Purchaser and the Trustee;
opinions or certificates, as the case may be, dated the Closing Date and addressed to the Purchaser and to such other parties as may be appropriate, of:
Bond Counsel, substantially in the form attached hereto as Appendix A;
Borrower’s Counsel, substantially in the form attached hereto as Appendix
B;
Counsel to the Trustee, substantially in the form attached hereto as Appendix C; and
Purchaser’s Counsel, in form and substance satisfactory to the Purchaser
a certificate, dated the Closing Date and signed on behalf of the Issuer, to the effect
that:
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending for which the Issuer has received service of process or, to the knowledge of the Issuer, threatened in any court, in any way affecting the existence or powers of the Issuer or the title of any of the officers or members of the Issuer to their offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the collection of revenues or assets of the Issuer pledged or to be pledged as security for the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Act, the Resolution, or any agreement or instrument relating thereto, or contesting in any way the completeness or accuracy of the Issuer Documents, Preliminary Official Statement or the Official Statement or the existence or powers of the Issuer with respect to the Bonds, the Act, the Resolution, or any agreement or instrument relating thereto, or in which a final adverse decision would materially adversely affect the ability of the Issuer to comply with its obligations relating to the Bonds;
the Issuer has complied or will comply with all agreements, covenants and arrangements and has satisfied all conditions on its part to be

complied with, performed or satisfied in connection with the issuance and delivery of the Bonds on or prior to the Closing Date;
the representations and warranties of the Issuer contained herein and in the Issuer Documents are true, complete and correct in all material respects as of their respective dates, the date hereof and the Closing Date; and
the statements contained in the Issuer Information in the Preliminary Official Statement and the Official Statement are true and correct in all material respects, and do not contain an untrue statement of a material fact or omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
a certificate of the Issuer and the Borrower as to arbitrage and other federal tax matters in form and substance acceptable to Bond Counsel and the Purchaser;
a certificate of the Borrower, dated the Closing Date, that (A) each of the representations and warranties set forth in the Borrower Documents (including this Bond Purchase Agreement) is true and correct in all material respects on the Closing Date with the same effect as if made on the Closing Date, (B) to the Borrower’s knowledge the Preliminary Official Statement and the Official Statement, as of their respective dates, do not contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) the Borrower has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied under the Borrower Documents on or prior to the Closing Date;
counterpart originals or copies of each of the executed Issuer Documents, Borrower Documents and Trustee Documents;
written evidence satisfactory to the Purchaser that Moody’s Ratings has issued a rating of “[Aa1]/VMIG-1” for the Bonds which rating has not been placed under review or on “Credit Alert” with negative implications or a similar credit alert by a national rating service and such rating shall be in effect on the Closing Date;
the Borrower’s 15c2-12 Certificate, duly executed by the Borrower substantially set forth in Appendix D hereto, such agreements, certificates and opinions as requested by the Purchaser to evidence the closing of the Loan; and
such additional legal opinions, certificates (including any certificates necessary or desirable in order to establish the exclusion of the interest on the Bonds from gross income for federal income tax purposes), instruments and other documents as the Purchaser may request to evidence the truth and accuracy, as of the Closing Date, of the Issuer’s and the Borrower’s representations herein and in the Official Statement and the due performance or satisfaction by the Issuer and the Borrower on or prior to such date of all agreements then to be performed, and all conditions then to be satisfied by them.
If the obligations of the Purchaser shall be terminated for any reason permitted by this Bond Purchase Agreement, neither the Purchaser nor the Issuer shall be under further obligation hereunder.

Section 8. Expenses.
The Purchaser shall be under no obligation to pay, and the Borrower hereby agrees to pay, all expenses incident to the performance of the Issuer’s obligations hereunder, including, but not limited to,
(a) the costs of printing and preparation for printing or other reproduction for distribution and use in connection with the public offering of the Bonds, such number of copies as the Purchaser shall require of the Indenture, the Resolution, the Preliminary Official Statement and the Official Statement, as well as any delivery costs incurred in connection with the distribution of the foregoing documents; (b) the cost of preparing the definitive Bonds; (c) the fees and disbursements of Bond Counsel in connection with the authorization and issuance of the Bonds; the fees and expenses of the Trustee and its counsel; the fees and expenses of the Issuer and its counsel; and the fees and disbursements of any other experts or consultants retained by the Issuer; (d) the fees of any rating agencies in connection with the rating of the Bonds; (e) all advertising expenses in connection with the public offering of the Bonds; (f) the Underwriting Fee and the fees and expenses of counsel to the Purchaser; and (g) all other expenses in connection with the public offer and sale of the Bonds. The Borrower shall also pay for any expenses incurred by the Purchaser which are incidental to implementing this Bond Purchase Agreement and the issuance of the Bonds, including, but not limited to, meals, transportation and lodging, if any, and any other miscellaneous closing costs. The Borrower acknowledges it had an opportunity, in consultation with such advisors as it deemed appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds.
The Issuer shall not have any obligation to pay any fees, expenses or costs associated with or resulting from the issuance and delivery of the Bonds.
Section 9. Notices.
Any notice or other communication to be given to the Issuer or the Borrower at the respective addresses set forth on the first page hereof and any such notice or other communication to be given to the Purchaser may be given by mailing the same to RBC Capital Markets, LLC, 100 2nd Avenue South, Suite 800, St. Petersburg, Florida 33701, Attention: Ms. Helen H. Feinberg.
Section 10. Parties in Interest.
This Bond Purchase Agreement is made solely for the benefit of the Issuer, the Borrower and the Purchaser (including any successor or assignees of the Purchaser), and, except as provided in Section 5 hereof, no other party or person shall acquire or have any right hereunder or by virtue hereof.
Section 11. Amendments.
This Bond Purchase Agreement may not be amended without the written consent of the Issuer, the Borrower and the Purchaser.
Section 12. Survival of Representations and Warranties.
The representations and warranties of the Issuer and the Borrower shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Purchaser (or statements as to the results of such investigations) concerning such representations and statements of the Issuer and the Borrower and regardless of delivery of and payment for the Bonds.

Section 13. Execution in Counterparts.
This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 14. No Prior Agreements.
This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the Issuer.
Section 15. Effective Date.
This Bond Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Issuer and the Borrower and shall be valid and enforceable as of the time of such acceptance.
Section 16. Governing Law.
This Bond Purchase Agreement shall be governed by the internal laws of the State without giving effect to the conflict of law principles of the State.
Section 17. Purchaser Not Acting as Advisor or Fiduciary.
The Issuer and the Borrower each acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction among the Issuer, the Borrower, and the Purchaser, (ii) in connection therewith and with the discussions, undertaking and procedures leading up to the consummation of such transaction, the Purchaser is and has been acting solely as a principal and is not acting as the agent, advisor, or fiduciary of the Issuer or the Borrower, (iii) the Purchaser has not assumed an advisory or fiduciary responsibility in favor of the Issuer or the Borrower with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Purchaser has provided other services or is currently providing other services to the Issuer or the Borrower on other matters) and the Purchaser has no obligation to the Issuer or the Borrower with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement, (iv) the Purchaser is acting solely in their capacity as underwriter for their own accounts, and (v) the Issuer and the Borrower have consulted their own legal, financial and other advisors to the extent they deem appropriate.
Section 18. Establishment of Issue Price.
The Purchaser agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate substantially in the form of Appendix E hereto, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the judgment of the Purchaser, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. As applicable, all actions to be taken by the Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer’s municipal advisor and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor.
Except as otherwise set forth in Section 1 hereto, the Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity

(if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Purchaser shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. Also, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Securities for which the 10% test has not been satisfied and for which the Issuer and the Purchaser, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Purchaser will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
the close of the fifth (5th) business day after the sale date; or
the date on which the Purchaser has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Purchaser confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Section 1 hereto, except as otherwise set forth therein. Section 1 also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Purchaser agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity. So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Purchaser will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
the close of the fifth (5th) business day after the sale date; or
the date on which the Purchaser has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Purchaser shall promptly advise the Issuer when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public if that occurs prior to the close of the fifth (5th) business day after the sale date.
The Purchaser confirms that any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Purchaser that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and
(B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Purchaser. The Issuer acknowledges that, in making the representation set forth in this subsection, the Purchaser will rely on in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires. The Issuer further acknowledges that the Purchaser shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third party distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

The Purchaser acknowledges that sales of any Bonds to any person that is a related party to the Purchaser shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
“public” means any person other than an underwriter or a related party,
“underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public),
a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
“sale date” means the date of execution of this Bond Purchase Agreement by all
parties.
Section 19. FHA Federal Laws and Requirements Control.
Notwithstanding anything in this Bond Purchase Agreement to the contrary, the Borrower, the Issuer and the Purchaser acknowledge that this Bond Purchase Agreement, and any obligations of the Borrower hereunder, are subject and subordinate to the Lender Loan Documents. Notwithstanding any provision in this Bond Purchase Agreement to the contrary, no obligations of the Borrower hereunder shall be payable except from (A) Surplus Cash (as defined in the HUD Regulatory Agreements), (B) funds that are not derived from (i) revenues of the Project (as defined in the Lender Mortgages) or (ii) any reserve or deposit made with the Original Lender, the Lender or any other party as required by HUD in connection with the Lender Loan Documents, or (C) the Lender funds which have been deposited into the Collateral Fund by or at the direction of the Lender (collectively, “Non-Project Sources”). No claims or actions shall be made (or payable) under this Bond Purchase Agreement against the Project, the Original Lender or the Lender, the proceeds of the Lender Borrower Notes, or the assets of the Borrower, except from Non-Project Sources. In addition, the rights and obligations of the parties under this Bond Purchase Agreement and all other documents evidencing, implementing, or securing this Bond Purchase Agreement (collectively, the “Subordinate Bond Documents”) are and shall be subordinated in all respects to the rights and obligations of the parties to and under the Lender Loan Documents. In the event of any conflict between the provisions of (i) this Bond Purchase Agreement or the Subordinate Bond Documents and (ii) the provisions of the Lender Loan Documents or the Program Obligations (as defined in the Lender Mortgages), the provisions of the Lender Loan Documents, the Program Obligations or the GNMA statutory, regulatory or administrative requirements, as applicable, shall control. The provisions of this Section shall control over any inconsistent provisions in this Bond Purchase Agreement or the Subordinate Bond Documents.

Section 20. Anti-Human Trafficking.
By execution of this Bond Purchase Agreement by the respective undersigned authorized representatives of Underwriter and Borrower, the Underwriter and the Borrower each hereby attest under penalty of perjury that, to their best knowledge and belief, the Underwriter and the Borrower, respectively, do not use coercion for labor or services, as such terms are defined in Section 787.06, Florida Statutes; under penalties of perjury, the respective undersigned authorized representatives of Underwriter and Borrower declare that they have read the foregoing statement and that the facts stated in it are true.

If the foregoing is in accordance with your understanding of the Bond Purchase Agreement please sign and return to us the enclosed duplicate copies hereof, whereupon it will become a binding agreement among the Issuer, the Borrower and the Purchaser in accordance with its terms.
Very truly yours,
RBC CAPITAL MARKETS, LLC

By:		
Name: Helen H. Feinberg Title:	Managing Director

(Signatures continue on next page)

(Issuer’s Signature Page to the San Jose Apartments Bond Purchase Agreement) ACCEPTED at 	.m. Eastern time this 	 day of 	, 2026.
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY

By:		
Duane Owen, Chairman

(Borrower’s Signature Page to the San Jose Apartments Bond Purchase Agreement)
SAN JOSE PRESERVATION, LTD., a Florida limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

SCHEDULE I
Principal Amount	Maturity Date	Interest Rate	Price

$[15,000,000]	[		 1, 20 ]

[	]%	[	]%

SCHEDULE II DISCLOSURE LETTER
March [  ], 2026
Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC 219 East Livingston Street
Orlando, FL 32801 Ladies and Gentlemen:
In reference to the issuance of those certain $[15,000,000] Osceola County Housing Finance
Authority, Multifamily Housing Revenue Bonds (San Jose Apartments), 2026 Series A (the “Bonds”), RBC Capital Markets, LLC (the “Purchaser”), pursuant to the Bond Purchase Agreement (the “Purchase Contract”) between the Purchaser, San Jose Preservation, Ltd. (the “Borrower”), and the Osceola County Housing Finance Authority (the “Issuer”), hereby makes the following disclosures to the Issuer:
The Purchaser is acting as underwriter to the Issuer for the public offering of the Bonds. The total fee to be paid to the Purchaser pursuant to the Purchase Contract is equal to approximately $[  ] per bond, of the total face amount of the Bonds, or $[	].
The estimated expenses not included in the above number to be incurred by the Purchaser and to be charged to the Borrower in connection with the issuance of the Bonds are:
Purchaser’s Counsel (including disbursements)	$[	] (or $[	] per Bond)
The names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker or financial consultant or advisor and who enters into an understanding with either the Issuer or the Purchaser, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Purchaser or who exercises or attempts to exercise any influence to effect any transaction in the purchase of the Bonds are:
None
The amount of the underwriting risk and takedown expected to be realized is: Takedown/Concession	$[	] or $[	] per Bond.
The amount of the management fee to be charged by the Purchaser is:
$[	] or $[	] per Bond.
Any other fee, bonus, and other compensation estimated to be paid by the Purchaser in connection with the Bonds to any person not regularly employed or retained by the Purchaser is as follows:
Fee and Expenses
$[	] or $[	] per Bond (in addition to Purchaser’s Counsel fee)

	The Issuer is proposing to issue $[15,000,000] of debt or obligation for the purpose of financing the Development. This debt or obligation is expected to be repaid over a period of [	] years. At a forecasted interest rate of [  ]%, total interest paid over the life of the debt or obligation will be $[	].
The source of repayment or security for the Bonds is the Trust Estate. Authorizing this debt or obligation will result in $[0.00] of the Issuer’s moneys not being available to finance the other services of the Issuer each year the Bonds are Outstanding.
The name and address of the Purchaser connected with the Bonds is: RBC Capital Markets, LLC
100 2nd Avenue South, Suite 800 St. Petersburg, Florida 33701

[Signature Page to San Jose Apartments Disclosure Letter]
RBC CAPITAL MARKETS, LLC

By:		
Name: Helen H. Feinberg Title:	Managing Director

APPENDIX A
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL

[UPDATE?]

March   , 2026

RBC Capital Markets, LLC St. Petersburg, Florida

$[15,000,000]
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)
We have acted as bond counsel to the Osceola County Housing Finance Authority (the "Issuer") in connection with the issuance of $[15,000,000] in aggregate principal amount of its Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the "Bonds"), pursuant to a Trust Indenture dated as of March 1, 2026 (the "Indenture"), by and between the Issuer and The Bank of New York Mellon Trust Company, N.A. as trustee. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.
We are of the opinion, as of the date hereof, as follows:
The Bond Purchase Agreement has been duly authorized, executed and delivered by, and constitutes the legally valid and binding agreement of the Issuer, enforceable in accordance with its terms.
The Bonds constitute exempted securities within the meaning of the Securities Act of 1933, as amended, and the Indenture is exempt from application of the Trust Indenture Act of 1939, as amended, and it is not necessary, in connection with the public offering and sale of the Bonds, to register any securities under said Securities Act or to qualify any indenture under said Trust Indenture Act.
No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency or public board or body, is pending or, to the best of our knowledge, threatened in any way affecting the existence of the Issuer or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, the collection or application of the Revenues, other money, securities, funds, accounts, guarantees, insurance and other items pledged under the Indenture to pay the principal of and interest on the Bonds, or the pledge thereof or of the proceeds of the Bonds or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Documents, the Issuer Documents or any action of the Issuer contemplated by those documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the Issuer or its authority with respect to the Bonds, the Bond Documents, the Issuer Documents or any action on the part of the Issuer contemplated by those documents or which would adversely affect the exclusion of interest

paid on the Bonds from gross income for federal income tax purposes, nor to the best of our knowledge is there any basis therefor.
The Issuer is a public body corporate and politic of the State of Florida, established by and acting pursuant to the Act, with full legal right, power and authority to issue the Bonds and to perform all of its obligations under the Bonds, the Bond Documents and the Issuer Documents, and the same are now in full force and effect, and the Issuer has duly adopted the Resolutions and has duly authorized, executed and delivered the Bonds, the Bond Documents, the Preliminary Official Statement and the Official Statement, and (assuming due authorization, execution and delivery by the other parties thereto, where necessary) the Bonds and the Bond Documents constitute legal, valid and binding agreements of the Issuer, enforceable in accordance with their terms.
The adoption of the Resolutions and the execution and delivery of the Bonds, the Bond Documents and the other instruments contemplated by any of such documents to which the Issuer is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default by the Issuer under any applicable law or administrative rule or regulation of the State of Florida, or to the best of our knowledge, the United States, or any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Issuer is a party or is otherwise subject or bound.
All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or issuer having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Issuer of its duties and obligations under the Bonds and the Bond Documents have been obtained and are in full force and effect.
The Bonds and the Bond Documents conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement, and the statements contained in the Preliminary Official Statement, as of its date and the date of the Bond Purchase Agreement, and the Official Statement, as of its date and the date hereof, on the cover and under the captions "INTRODUCTION," "SECURITY FOR THE BONDS," "THE BONDS" (except under the subcaption "Book-Entry Only System") and "TAX MATTERS," and in Appendices A, B, and C, insofar as such statements purport to summarize certain provisions of the Bonds and the Bond Documents and our Bond Counsel opinion, present a fair and accurate summary of such provisions.
Very truly yours,

APPENDIX B
OPINION OF COUNSEL TO THE BORROWER
March [  ], 2026

Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC
219 East Livingston Street Orlando, FL 32801 Greenberg Traurig, P.A. 450 S. Orange Avenue Suite 650
Orland, FL 32801

The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Rd., Suite 300
Jacksonville, Florida 32256

RBC Capital Markets, LLC
100 2nd Avenue South, Suite 800 St. Petersburg, Florida 33701

[TO COME]

APPENDIX C
OPINION OF COUNSEL TO THE TRUSTEE

March  , 2026

Osceola County Housing Finance Authority
c/o Governmental Management Services - Central Florida LLC
219 East Livingston Street Orlando, FL 32801

The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Rd., Suite 300
Jacksonville, Florida 32256

RBC Capital Markets, LLC
100 2nd Avenue South, Suite 800 St. Petersburg, Florida 33701

Re:	$[15,000,000] Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)

[TO COME]

APPENDIX D
FORM OF RULE 15c2-12 CERTIFICATE
$[15,000,000]
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds,
2026 Series A (San Jose Apartments)
The undersigned hereby certifies and represents to RBC Capital Markets, LLC (the “Underwriter”) that he/she is authorized to execute and deliver this certificate on behalf of San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), and hereby further certifies to the Underwriter as follows:
This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) in connection with the issuance and sale of the above captioned bonds (the “Bonds”).
In connection with the issuance and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated the date of this certificate, setting forth information concerning the Bonds and the Borrower (the “Preliminary Official Statement”).
As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), accreted values, yield to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the issuance and sale of the Bonds.
The Preliminary Official Statement is, as of the date thereof, deemed final within the meaning of the Rule, except for Permitted Omissions.
The sections of the Preliminary Official Statement entitled “CONTINUING DISCLOSURE”  and  “APPENDIX  D  —  FORM  OF  CONTINUING  DISCLOSURE
AGREEMENT” describes the agreement the Borrower expects to make for the benefit of the Bondholders in the Continuing Disclosure Agreement dated as of March 1, 2026 by and between the Borrower and The Bank of New York Mellon Trust Company, N.A., as dissemination agent, by which the Borrower will undertake to provide continuing disclosure in accordance with the Rule.
Dated: [	, 2026]

(Signature Page to San Jose Apartments Borrower’s Rule 15c2-12 Certificate) IN WITNESS WHEREOF, I have hereunto set my hand as of the date set forth above.
SAN JOSE PRESERVATION, LTD., a Florida limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

APPENDIX E
FORM OF ISSUE PRICE CERTIFICATE
$[15,000,000]
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds,
2026 Series A (San Jose Apartments)
The undersigned, on behalf of RBC Capital Markets, LLC (“RBC”), on behalf of itself, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
Sale of the Bonds. As of the date of this Certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Section 1 of the Bond Purchase Agreement dated [	  , 2026], among RBC, San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), and the Osceola County Housing Finance Authority of (the “Issuer”).
Defined Terms.
“Issuer” means the Osceola County Housing Finance Authority, a public body corporate and politic created, organized and existing under the laws of the State of Florida.
“Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
“Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” for purposes of this Certificate means any two or more persons who are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interest or profits interest of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).
“Underwriter” means (i) RBC, (ii) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (iii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (ii) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this Certificate are limited to factual matters only. Nothing in this Certificate represents RBC’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned

understands that the foregoing information will be relied upon by the Issuer and the Borrower with respect to certain of the representations set forth in the Arbitrage and Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038, and other federal income tax advice that it may give to the Issuer and the Borrower from time to time relating to the Bonds.
Dated: [	, 2026]

[Signature Page Follows]

(Underwriter’s Signature Page to San Jose Apartments Issue Price Certificate) Dated as of the date hereof.
RBC CAPITAL MARKETS, LLC

By:		
Helen H. Feinberg Managing Director

Section L

EXHIBIT L PRELIMINARY OFFICIAL STATEMENT

PRELIMINARY OFFICIAL STATEMENT DATED [	, 2026]
NEW ISSUE/BOOK ENTRY ONLY	RATING: Moody’s: “[Aa1/VMIG-1]”
(See “RATING” herein)
In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing law, as currently enacted and construed, and assuming the accuracy of certain certifications and compliance with certain covenants described under the heading “TAX MATTERS” herein designed to assure compliance with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds, (i) interest on the Bonds is excludable from gross income of the owners of the Bonds for federal income tax purposes except for interest on any Bond for any period during which such Bond is held by a “substantial user” of the Development or a “related person” within the meaning of Section 147(a) of the Code and (ii) interest on the Bonds is not an item of tax preference for purposes of individual alternative minimum tax, as more fully described under the caption “TAX MATTERS” herein. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See “TAX MATTERS” herein.
$15,000,000*
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A
(SAN JOSE APARTMENTS) CUSIP: 	†
Price: 	% Interest Rate: 	%
Dated: Date of Delivery	Mandatory Tender Date: [	 1, 20 ]* Maturity Date: [	 1, 20  ]*
The above-captioned Bonds (the “Bonds”) are being issued by the Osceola County Housing Finance Authority (the “Issuer”) to fund a loan (the “Loan”) to San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”). The proceeds of the Loan will be used to finance a portion of the costs of the acquisition, rehabilitation and equipping of a 121-unit multifamily rental housing development and related facilities known as San Jose Apartments and located in the City of Winter Park, Seminole County, Florida (the “Development”). The Issuer is issuing the Bonds pursuant to a Trust Indenture dated as of March 1, 2026 (the “Indenture”) between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Issuer will loan the proceeds of the Bonds to the Borrower pursuant to the terms of a certain Loan Agreement dated as of March 1, 2026 (the “Bond Loan Agreement”) between the Issuer and the Borrower.

*	Preliminary; subject to change.
†	The Issuer shall not be responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Official Statement.

The Bonds will be issued as fully registered bonds and when issued will be registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), New York, New York. Individual purchases of Bonds will be made in book-entry form only in principal amounts of $5,000 each and any integral multiple of $1,000 in excess thereof. Individual purchasers of Bonds will not receive certificates evidencing their interest in the Bonds. So long as the Bonds are in book-entry form only, all payments of principal of and interest on the Bonds will be made by the Trustee to DTC or its successors. Disbursement of such payments from DTC to the DTC Participants is the responsibility of DTC and disbursement to the Holder is the responsibility of the DTC Participants. The Bonds will bear interest from their dated date, payable semiannually on [  ] 1* and [  ] 1* of each year, commencing [   ] 1, 20[ ].* Principal of the Bonds will be payable (i) at the Trust Office of the Trustee upon presentation and surrender of the Bonds as the same become due, and (ii) upon the request of any registered Owner of the Bonds on the applicable Record Date (as defined in the Indenture) having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds. At all times the Bonds will be secured by Permitted Investments sufficient to pay, without need for reinvestment, all of the interest and principal on the Bonds when due to the Mandatory Tender Date, as further described herein. See “SECURITY FOR THE BONDS” herein.
The Bonds are subject to mandatory tender for purchase, subject to satisfaction of the applicable terms and conditions set forth in the Indenture, on [	 1, 20 ]* (the “Mandatory Tender Date”). All Holders must tender their Bonds for purchase on the Mandatory Tender Date. The Bonds may be remarketed and a new interest rate for the Bonds may be determined on the Mandatory Tender Date in accordance with the terms of the Indenture. If the Bonds are remarketed on the Mandatory Tender Date, the terms of the Bonds after such date may differ materially from the description provided in this Official Statement. Therefore, prospective purchasers of the Bonds on and after the Mandatory Tender Date cannot rely on this Official Statement, but rather must rely upon any disclosure documents prepared in connection with such remarketing. See “THE BONDS - Mandatory Tender” herein.
The Bonds are not subject to optional redemption prior to the Mandatory Tender Date. See “THE BONDS - Redemption of Bonds.” The maturity of the Bonds may be accelerated upon the occurrence of certain events as described herein. See “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Events of
Default and Acceleration” herein.
THE ISSUER HAS NO TAXING POWER. THE BONDS SHALL NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE OF FLORIDA (THE “STATE”) OR ANY LOCAL GOVERNMENT THEREOF; AND NEITHER THE STATE NOR ANY LOCAL GOVERNMENT THEREOF SHALL BE LIABLE THEREON. NONE OF THE FAITH, REVENUES, CREDIT OR TAXING POWER OF THE STATE OR ANY LOCAL GOVERNMENT THEREOF SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY), OR INTEREST ON THE BONDS. THE BONDS ARE PAYABLE, AS TO PRINCIPAL, PREMIUM (IF ANY), AND INTEREST, SOLELY OUT OF THE TRUST ESTATE WHICH IS THE SOLE ASSET OF THE ISSUER PLEDGED THEREFOR.
This cover page contains only a brief description of the Bonds and the security therefor. It is not intended to be a summary of material information with respect to the Bonds. Investors must read

* Preliminary; subject to change.

this Official Statement in its entirety to obtain information essential to the making of an informed investment decision.
The Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Issuer by its counsel, Latham, Luna, Eden & Beaudine, LLLP, Orlando, Florida, for the Borrower by its counsel Cohen & Liuzzo, PLLC, New York, New York, and Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida, Co-Borrower Counsel, and for the Underwriter by its counsel, Robinson & Cole LLP, Washington, D.C. It is anticipated that the Bonds will be available for delivery through DTC in New York, New York, on or about [   ]   , 2026.
RBC CAPITAL MARKETS
Date: 	, 2026

This Official Statement, including the cover page hereof, is provided for the purpose of setting forth information in connection with the issuance and sale of the Bonds. No dealer, broker, salesperson or other person has been authorized by the Issuer, the Borrower or the Underwriter to give any information or to make any representations with respect to the Bonds other than those contained in this Official Statement, and, if given or made, such information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Bonds offered herein, nor shall there be any sale of the Bonds by any person in any jurisdiction in which such offer, solicitation or sale is not authorized or in which the person making such offer, solicitation or sale is not qualified to do so or to any person to whom it is unlawful to make such offer, solicitation or sale.
The information set forth herein has been furnished by the Issuer (with respect to the information under the captions “THE ISSUER,” “NO LITIGATION - The Issuer,” and “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES”), by the Borrower
and other sources which are believed to be reliable, but has not been independently verified, and such information is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Issuer, the Borrower or the Underwriter. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall create any implication that there has been no change in the financial condition or operations of the Issuer, the Borrower, or any other parties described herein since the date hereof. This Official Statement contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions or that they will be realized.
Information on website addresses set forth in this Official Statement is not incorporated into this Official Statement and cannot be relied upon to be accurate as of the date of this Official Statement, nor can any such information be relied upon in making investment decisions regarding the Bonds.
The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
The Issuer has not approved any information in this Official Statement except information relating to the Issuer under the captions “THE ISSUER,” “NO LITIGATION - The Issuer,” and “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES,” and takes no
responsibility for any other information contained in this Official Statement (other than with respect to the description herein under the captions “THE ISSUER,” “NO LITIGATION - The Issuer.” The Trustee has not participated in the preparation of this Official Statement or any other disclosure documents relating to the Bonds. Except for information under the heading “THE TRUSTEE,” the Trustee has or assumes no responsibility as to the accuracy or completeness of any information contained in this Official Statement or any other such disclosure documents.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE ISSUER FOR PURPOSES OF RULE 15c2-12 (“RULE 15c2-12”) ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(B)(1).

TABLE OF CONTENTS
Page
INTRODUCTION	1
THE ISSUER	4
General	4
Organization and Membership	5
THE TRUSTEE	5
SECURITY FOR THE BONDS	6
General	6
The Collateral Fund; Application of Collateral Payments	7
Nonrecourse Liability of Borrower	7
Limited Obligations of the Issuer	8
Investment of the Project Fund and the Collateral Fund	8
ESTIMATED SOURCES AND USES OF FUNDS	10
Tax Credits	12
Bridge Loan	12
New Lender Loan	11
Surplus Cash Notes	12
THE DEVELOPMENT AND THE PARTICIPANTS	13
The Development	13
The Regulatory Agreement	13
Additional Restrictive Covenants	13
The Borrower	14
The Developer	14
Limited Assets and Obligations of the Borrower	15
The General Contractor	15
Property Manager	15
The Architect	15
The Lender	16
THE BONDS	17
General	17
Redemption of Bonds	17
Mandatory Tender	17
Book-Entry Only System	18
CERTAIN BONDHOLDERS’ RISKS	21
Limited Security	21
Lender Collateral Deposits; Disbursement of Bond Proceeds	21
Exercise of Legal Remedies	22
Completion of Development	22
Infectious Disease Outbreak	22
Taxability of the Bonds	22
Permitted Investments	22
Rating Based on Permitted Investments	23
Secondary Markets and Prices	23
Risks of Casualty or Condemnation	23

Cybersecurity Risk	24
TAX MATTERS	24
General	24
Original Issue Discount and Original Bond Premium	26
Future Changes in Law	27
Information Reporting and Backup Withholding	27
UNDERWRITING	28
RATING	29
SUBORDINATION TO LENDER LOAN DOCUMENTS AND PROGRAM OBLIGATIONS
.	29
CERTAIN LEGAL MATTERS	30
NO LITIGATION	31
The Borrower	31
The Issuer	31
CONTINUING DISCLOSURE	31
ENFORCEABILITY OF REMEDIES	32
DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES	32
ESCROW VERIFICATION REPORT	33
MISCELLANEOUS	33
APPENDIX A	- DEFINITIONS
APPENDIX B	- DOCUMENT SUMMARIES APPENDIX C	- FORM OF BOND COUNSEL OPINION
APPENDIX D	- FORM OF CONTINUING DISCLOSURE AGREEMENT

OFFICIAL STATEMENT
$15,000,000*
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A (SAN JOSE APARTMENTS)

INTRODUCTION
The purpose of this Official Statement, including the cover page and the appendices attached hereto, is to set forth information concerning the offering and sale by the Osceola County Housing Finance Authority (the “Issuer”) of its $15,000,000* Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”).
The Bonds are authorized to be issued pursuant to the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 of the Board of County Commissioners of Osceola County, Florida enacted on September 28, 1981, and effective November 3, 1981, and that certain Interlocal Agreement dated October 22, 2024, between Seminole County, Florida and the Issuer (collectively, the “Act”), and the Trust Indenture dated as of March 1, 2026 (the “Indenture”) between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), a resolution of the Issuer adopted on [	
 ], 2026, and an Interlocal Agreement, dated as of February 1, 1982, between the Issuer and Seminole County, Florida, which, among other things, permits the Issuer to operate within the territorial boundaries of Seminole County to provide financing for qualifying housing developments within Seminole County.
The Bonds are being issued for the purpose of funding a loan (the “Loan”) to San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), pursuant to the terms of a Loan Agreement dated as of March 1, 2026 (the “Bond Loan Agreement”), between the Issuer and the Borrower. The proceeds of the Loan will be used to finance a portion of the costs of the acquisition, rehabilitation and equipping of a 121-unit multifamily rental housing development and related facilities known as San Jose Apartments and located in the City of Winter Park, Seminole County, Florida (the “Development”), as more fully described under “THE DEVELOPMENT AND THE PARTICIPANTS” herein. The Borrower’s obligations to repay the Loan will be evidenced by a Promissory Note (the “Note”) executed by the Borrower in favor of the Issuer and assigned to the Trustee.   See   “APPENDIX A - DEFINITIONS”   and   “APPENDIX B - DOCUMENT
SUMMARIES” herein for summaries of certain provisions of the Indenture and the Bond Loan Agreement.
The Development will be occupied by and held open for occupancy by persons of lower income as required by state law and by Section 142(d) of the Internal Revenue Code of 1986, as amended, pursuant to the Regulatory Agreement, dated as of March 1, 2026 (the “Regulatory Agreement”), by and among the Issuer, the Trustee and the Borrower. See “THE DEVELOPMENT AND THE PARTICIPANTS” and “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY  OF  CERTAIN  PROVISIONS  OF  THE  REGULATORY

* Preliminary; subject to change.

AGREEMENT” herein. The Borrower is required to operate the Development in compliance with the Regulatory Agreement, which contains certain representations, warranties and covenants concerning the operation thereof. Under the Regulatory Agreement, the Borrower is required during the Qualified Project Period (as such term is defined in the Regulatory Agreement), among other things, to lease 40% of the completed residential units in the Development to persons as of the time of initial occupancy with an adjusted gross income that is at or below 60% of the median gross income for the area in which the Development is located, as further described in the Regulatory Agreement. Notwithstanding the foregoing requirement, the Borrower has agreed to increase and modify the minimum requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and has agreed that not less than 20.66 percent of the Available Units in the Property (25 units) shall be occupied or reserved for occupancy by means individuals or families whose incomes do not exceed fifty percent (50%) of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County during the Qualified Project Period. The units within the Development shall be rented to the demographic commitment of family. A failure to comply with certain of these requirements could result in the loss of the federal tax exemption of interest on the Bonds retroactive to their date of issuance. See “CERTAIN BONDHOLDERS’ RISKS - Taxability of the Bonds,” “TAX MATTERS” and “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT” herein.
The Development will also be encumbered by certain rent and occupancy restrictions in connection with the low-income housing tax credits (the “Tax Credits”) expected to be granted for the Development. See “THE DEVELOPMENT AND THE PARTICIPANTS - Additional Restrictive Covenants” herein.
The Bonds are subject to mandatory tender for purchase on [	 1, 20 ]* (the “Mandatory Tender Date”). All Holders must tender their Bonds for purchase on the Mandatory Tender Date. The Bonds may be remarketed and a new interest rate for the Bonds may be determined on the Mandatory Tender Date in accordance with the terms of the Indenture. If the Bonds are remarketed on the Mandatory Tender Date, the terms of the Bonds after such date may differ materially from the description provided in this Official Statement. Therefore, prospective purchasers of the Bonds on and after the Mandatory Tender Date cannot rely on this Official Statement, but rather must rely upon any disclosure documents prepared in connection with such remarketing. See “THE BONDS - Mandatory Tender” herein.
The Bonds are not subject to optional redemption prior to the Mandatory Tender Date as set forth herein under “THE BONDS - Redemption of Bonds.”
The disbursement of Bond proceeds from the Proceeds Account of the Project Fund will be conditioned, among other things, on the prior deposit with the Trustee of an equal amount of Preference Proof Moneys (the “Collateral Payments”). On the Closing Date, upon deposit of a Collateral Payment to the Collateral Fund, such amounts, together with amounts on deposit in the Proceeds Account of the Project Fund and the Capitalized Interest Account, if any, will be invested in Permitted Investments maturing on or before the Mandatory Tender Date, the principal and interest on which will be sufficient to pay principal and interest on the Bonds when due to the

Mandatory  Tender  Date.	See “SECURITY FOR THE BONDS” and “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE - Investment of Funds and Accounts” herein.
Interest payments due on the Bonds will be made from the funds deposited in the Capitalized Interest Account of the Bond Fund, if any, as well as investment earnings on Permitted Investments deposited with the Trustee on the Closing Date, without the need for reinvestment. The payment of principal on the Bonds will be made from funds on deposit in the Collateral Fund and, to the extent any funds remain therein, from funds on deposit in the Proceeds Account of the Project Fund. The amounts deposited in the Capitalized Interest Account, if any, the Proceeds Account of the Project Fund, and the Collateral Fund are to be invested in Permitted Investments, as defined in the Indenture. Therefore, the security for the Bonds is the Capitalized Interest Account, the Proceeds Account of the Project Fund, and the Collateral Fund, and the investment earnings on Permitted Investments deposited therein. See “SECURITY FOR THE BONDS” and “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE - Investment of Funds and Accounts” herein. The sum of the Bond proceeds in the Proceeds Account of the Project Fund plus amounts deposited in the Collateral Fund, together with the deposit to the Capitalized Interest Account, if any, as invested pursuant to the Indenture, shall at all times be sufficient to pay principal and interest on the Bonds as and when they become due to the Mandatory Tender Date.
Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, as successor by assignment to Truist Bank, a North Carolina banking corporation, successor by merger to SunTrust Bank, a Georgia banking corporation (the “Original Lender”) previously made a loan insured by the Federal Housing Administration (“FHA”) under Section 207 pursuant to Section 223(f) of the National Housing Act of 1934, as amended, in the current outstanding amount of $8,702,000 (the “Original Lender Loan”) to San Jose Apartments LLC, a Florida limited liability company (the “Seller”), which the Borrower will assume, and which was assigned by the Original Lender to Grandbridge Real Estate Capital LLC, a North Carolina limited liability company (the “Lender”) on [	  , 20 ].
Simultaneously with the closing of the Bonds, the Lender will make new a loan insured by FHA under Section 207 pursuant to Section 241(a) of the National Housing Act of 1934, as amended, in the original principal amount of $[10,398,300]* (the “New Lender Loan,” and together with the Original Lender Loan, the “Lender Loans”) to the Borrower to provide additional permanent financing for the Development. The Original Lender Loan is secured by a first-lien priority mortgage on the Development (the “Original Lender Mortgage”), which the Borrower will assume, and which Original Lender Mortgage was assigned by the Original Lender to the Lender on [	  , 20 ]. In connection with the New Lender Loan, the Borrower will execute a Supplemental Note (Multistate) (the “New Lender Borrower Note”). The Borrower’s repayment obligations under the New Lender Borrower Note will be secured by a second-lien priority Supplemental Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) on the Development (the “New Lender Mortgage,” and together with the Original Lender Mortgage, the “Lender Mortgages”).

In no event shall the U.S. Department of Housing and Urban Development (“HUD”) or the Lender have any claim or lien upon the Trust Estate and funds pledged to secure the repayment of the Bonds.
None of the Owners of the Bonds, the Trustee or the Issuer will have rights with respect to the Lender Loans or under the Lender Loan Documents. Furthermore, none of the Owners of the Bonds, the Trustee or the Issuer will have a lien (i) on the real estate on which the Development is located, or (ii) on any funds, accounts or reserves established, disbursed, maintained and/or collected by the Original Lender and the Lender in connection with the Lender Loans.
Definitions of certain terms used herein and not otherwise defined are set forth in Appendix A hereto. Brief descriptions of the Issuer, the Development, the Borrower, the use of proceeds of the Bonds and the Bonds together with summaries of the Indenture, the Bond Loan Agreement and the Regulatory Agreement are provided below. All information with respect to the Borrower, the Development and the private participants contained in this Official Statement has been furnished by the Borrower. The descriptions and summaries of the Bond Loan Agreement, the Indenture, the Regulatory Agreement and other documents contained herein do not purport to be comprehensive or definitive and are qualified in their entirety by reference to those documents, and all references to the Bonds are qualified in their entirety by the definitive forms thereof included in the Indenture. See “MISCELLANEOUS” herein for the availability of those documents.

THE ISSUER
The following information has been provided by the Issuer for use herein. While the information is believed to be reliable, none of the Trustee, the Borrower, the Underwriter, HUD nor any of their respective counsel, members, officers or employees make any representations as to the accuracy or sufficiency of such information.

General
The Issuer is a public body corporate and politic created under the laws of the State of Florida. It was created by Ordinance No. 81-4 enacted by the Board of County Commissioners of Osceola County, Florida (the “Board”) on September 28, 1981, pursuant to the provisions of the Act. The Issuer was created under Chapter 159, Part IV, Florida Statutes, for the purpose of addressing a housing shortage in Osceola County by stimulating the construction and rehabilitation of housing through the use of public financing. Pursuant to the Act, the Issuer has the power to issue revenue bonds for the purposes described in the Act including, but not limited to, the purchasing of or making of commitments to purchase mortgage loans to stimulate the construction and rehabilitation of housing in the Issuer’s area of operation.

The Issuer is authorized to finance and refinance multi-family rental housing projects and has issued bonds for such purpose. Such issued bonds do not share in the security for the Bonds, and the Bonds will not be secured by the revenues relating to the projects so financed or the security for the bonds in connection with such projects.

Organization and Membership
There is currently one vacancy on the Issuer’s board. George S. Flint is Assistant Secretary to the Issuer. The members of the Issuer and their terms of office are as follows:

Member	Position	Term	
Duane Owen	Chairman	December 31, 2029	
Karen Giel	Vice Chair	December 31, 2028	
Casmore Shaw	Board Member	December 31, 2026	
Renee Lavender	Board Member	December 31, 2028	
THE ISSUER HAS NO TAXING POWER. THE BONDS SHALL NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF; AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE THEREON. NEITHER THE FAITH, REVENUES, CREDIT NOR TAXING POWER OF THE STATE, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF, SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY), OR INTEREST ON THE BONDS. THE BONDS ARE PAYABLE, AS TO PRINCIPAL, PREMIUM (IF ANY), AND INTEREST, SOLELY OUT OF THE TRUST ESTATE.

EXCEPT FOR THE INFORMATION CONTAINED IN “THE ISSUER,” “NO LITIGATION—THE ISSUER” AND “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES,” THE ISSUER HAS NOT PROVIDED ANY OF THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT. THE ISSUER IS NOT RESPONSIBLE FOR AND DOES NOT CERTIFY AS TO THE ACCURACY OR SUFFICIENCY OF THE DISCLOSURES MADE HEREIN OR ANY OTHER INFORMATION PROVIDED BY THE BORROWER OR ANY OTHER PERSON.

THE TRUSTEE
The Issuer has appointed The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, to serve as Trustee. The Trustee is a national banking association organized and existing under the laws of the United States of America, having all of the powers of a bank, including fiduciary powers, and is a member of the Federal Deposit Insurance Corporation and the Federal Reserve System. The Trustee is to carry out those duties assignable to it under the Indenture. Except for the contents of this section, the Trustee has not reviewed or participated in the preparation of this Official Statement and assumes no responsibility for the nature, contents, accuracy, fairness or completeness of the information set forth in this Official Statement or for the recitals contained in the Indenture or the Bonds, or for the validity, sufficiency, or legal effect of any of such documents.
Furthermore, the Trustee has no oversight responsibility, and is not accountable, for the use or application by the Borrower of any of the Bonds authenticated or delivered pursuant to the Indenture or for the use or application of the proceeds of such Bonds by the Borrower. The Trustee has not evaluated the risks, benefits, or propriety of any investment in the Bonds and makes no

representation, and has reached no conclusions, regarding the value or condition of any assets or revenues pledged or assigned as security for the Bonds, or the investment quality of the Bonds, about all of which the Trustee expresses no opinion and expressly disclaims the expertise to evaluate.

SECURITY FOR THE BONDS
General
At all times the Bonds will be secured by Preference Proof Moneys and Permitted Investments sufficient to pay, without need for reinvestment, all of the interest and principal on the Bonds when due to the Mandatory Tender Date, as further described herein. On the Closing Date, upon the deposit of a Collateral Payment to the Collateral Fund, such amounts, together with amounts on deposit in the Proceeds Account of the Project Fund and the Capitalized Interest Account, if any, will be invested in Permitted Investments maturing on or before the Mandatory Tender Date, the principal and interest on which will be sufficient to pay principal and interest on the Bonds when due to the Mandatory Tender Date.
Pursuant to the Indenture, the Issuer grants, bargains, sells, conveys and assigns, without recourse, unto the Trustee and its successors in trust forever, and grants to the Trustee and to its successors in trust, a security interest in, the following (such property being herein referred to as the Trust Estate): (i) all right, title and interest of the Issuer in and to all Revenues (as defined below), derived or to be derived by the Issuer or the Trustee for the account of the Issuer under the terms of the Indenture and the Bond Loan Agreement (other than the Unassigned Rights of the Issuer (as defined in Appendix A)), together with all other Revenues received by the Trustee for the account of the Issuer arising out of or on account of the Trust Estate; (ii) all right, title and interest of the Issuer in and to the Note (other than the Unassigned Rights of the Issuer) including all payments and proceeds with respect thereto or replacement thereof; (iii) any fund or account created under the Indenture except for the Costs of Issuance Fund, the Expense Fund and the Rebate Fund; (iv) all right, title and interest of the Issuer in and to, and remedies under, the Bond Loan Agreement; and (v) all funds, moneys and securities and any and all other rights and interests in property whether tangible or intangible from time to time by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security under the Indenture for the Bonds by the Issuer or by anyone on its behalf or with its written consent to the Trustee, which is authorized by the Indenture to receive any and all such property at any and all times and to hold and apply the same subject to the terms of the Indenture. “Revenues” means all payments paid or payable to the Trustee in accordance with the Bond Loan Agreement, the Loan and the Note and all investment earnings derived or to be derived on any moneys or investments held by the Trustee under the Indenture, but excluding (a) amounts paid as fees, reimbursement for expenses or for indemnification of any Issuer Indemnified Parties and the Trustee, (b) amounts paid to or collected by the Issuer in connection with any Unassigned Rights of the Issuer and
(c) any Rebate Requirement. The Bonds will not be secured by a mortgage or other security interest in the Development.

The Collateral Fund; Application of Collateral Payments
On the Closing Date, the proceeds of the Bonds will be deposited in the Proceeds Account of the Project Fund pursuant to the Bond Loan Agreement and the Indenture. On the Closing Date, the Lender (with regard to the New Lender Loan) and Truist Bank, a North Carolina banking corporation (the “Bridge Lender”), will irrevocably deposit into the Collateral Fund Collateral Payments in the total aggregate amount of $[	]*. Following the deposit of Bond proceeds into the Proceeds Account of the Project Fund and the deposit of a Collateral Payment into the Collateral Fund, Bond proceeds in an equivalent amount of such Collateral Payment will be disbursed by the Trustee from the Proceeds Account of the Project Fund in accordance with the direction of the Borrower, to be applied to the costs of the Development.
Together with amounts on deposit in the Proceeds Account of the Project Fund and the Bond Fund, amounts on deposit in the Collateral Fund, including any investment earnings thereon, shall be sufficient at all times to pay the principal of and interest on the Bonds to the Mandatory Tender Date. See “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE - Funds and Accounts - Collateral Fund” herein.
In no event shall HUD or the Lender have any claim or lien upon the Trust Estate and funds pledged to secure the repayment of the Bonds.
None of the Owners of the Bonds, the Trustee or the Issuer will have rights with respect to the Lender Loans or under the Lender Loan Documents. Furthermore, none of the Owners of the Bonds, the Trustee or the Issuer will have a lien (i) on the real estate on which the Development is located, or (ii) on any funds, accounts or reserves established, disbursed, maintained and/or collected by the Original Lender and the Lender in connection with the Lender Loans.
Nonrecourse Liability of Borrower
The Bond Loan Agreement provides that (i) the liability of the Borrower and the General Partner under the Bond Loan Agreement shall be limited to the Trust Estate, and such amounts as may be invested in accordance with the Indenture, and the Issuer and the Trustee shall look exclusively thereto or to such other security as may from time to time be given or have been given for payment of the Bonds, and any judgment rendered against the Borrower or the General Partner under the Bond Loan Agreement shall be limited to the Development and moneys derived from the operation of the Development, and any other security so given for satisfaction thereof, and
(ii) no deficiency or other personal judgment shall be sought or rendered against the Borrower or the General Partner or their respective successors, transferees or assigns, in any action or proceeding arising out of the Bond Loan Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding; provided, however, that nothing contained in the Bond Loan Agreement shall limit the Issuer’s or the Trustee’s ability to exercise any right or remedy with respect to any property pledged or granted to the Issuer or to any trustee under the Bond Loan Agreement, or both, or to exercise any right against the Borrower or the General Partner, on account of any claim for fraud or deceit, and against any other person or entity on account of any claim for fraud or deceit. Notwithstanding anything in the Bond Loan Agreement to the contrary,

* Preliminary; subject to change.

nothing in the provisions of the Bond Loan Agreement described in this section shall limit the rights of indemnification against the Borrower pursuant to the terms of the Bond Loan Agreement. Furthermore, notwithstanding anything to the contrary, the Borrower and the General Partner shall be fully liable for (1) amounts payable to the Issuer constituting Unassigned Rights of the Issuer,
(2) any amount due and owing as a result of any calculation or determination which may be required in connection with the Bonds for the purpose of complying with Section 148 of the Code (including rebate liability) or any applicable Treasury regulation, (3) payment of the Issuer Fee, and (4) any indemnification or payment obligations to the Issuer as more particularly described in the Bond Loan Agreement.
Limited Obligations of the Issuer
THE ISSUER HAS NO TAXING POWER. THE BONDS SHALL NOT CONSTITUTE AN OBLIGATION, EITHER GENERAL OR SPECIAL, OF THE STATE OR ANY LOCAL GOVERNMENT THEREOF; AND NEITHER THE STATE NOR ANY LOCAL GOVERNMENT THEREOF SHALL BE LIABLE THEREON. NONE OF THE FAITH, REVENUES, CREDIT OR TAXING POWER OF THE STATE OR ANY LOCAL GOVERNMENT THEREOF SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY), OR INTEREST ON THE BONDS. THE BONDS ARE PAYABLE, AS TO PRINCIPAL, PREMIUM (IF ANY), AND INTEREST, SOLELY OUT OF THE TRUST ESTATE WHICH IS THE SOLE ASSET OF THE ISSUER PLEDGED THEREFOR.
Investment of the Project Fund and the Collateral Fund
Subject to the provisions described under the caption “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Allocation
and Reallocation of Permitted Investments Deposited to the Collateral Fund and the Project Fund” herein, amounts on deposit in the Collateral Fund, the Proceeds Account of the Project Fund, and the Bond Fund shall be invested at all times in Permitted Investments.
Pursuant to the terms of the Indenture, on the Closing Date, the Trustee is directed to purchase Permitted Investments with respect to the investment of certain amounts on deposit in the Proceeds Account of the Project Fund (except for amounts to be disbursed on the Closing Date), the Collateral Fund, and the Bond Fund (including the Capitalized Interest Account therein), the principal and interest of which will be sufficient to pay principal and interest on the Bonds when due to the Mandatory Tender Date. Such investment instructions to the Trustee shall be detailed in the closing memorandum prepared by the Underwriter and signed by the Borrower. All interest earned from the foregoing investments shall be deposited in the Bond Fund. In the event that any investments in the Proceeds Account of the Project Fund, the Bond Fund or the Collateral Fund must be liquidated prior to the Mandatory Tender Date, such investments shall be liquidated under the Indenture.
Any Permitted Investments in the Collateral Fund, the Proceeds Account of the Project Fund, or the Bond Fund maturing before the Mandatory Tender Date that are not used to redeem bonds shall be reinvested as directed by the Borrower in Permitted Investments under clause (i),
(ii) or (iii) of the definition of Permitted Investments and in the absence of such direction shall be invested as specified in clause (iii).

Any investment made under the Indenture shall comply with Section 148 of the Code. The Trustee may not sell any investment at a loss, unless being sold (i) pursuant to a redemption, (ii) pursuant to provisions of the Indenture requiring moneys in the Collateral Fund invested in Permitted Investments to be sold in the event such Permitted Investments fail to satisfy the requirements of the Indenture, or (iii) in connection with an acceleration of the Bonds as described in “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS
OF THE INDENTURE - Events of Default and Acceleration” herein.
The investments described in each of the above paragraphs shall be made by the Trustee pursuant to the direction provided by the Indenture and in accordance with the written direction of the Borrower to be provided on the Closing Date, which shall remain in effect until further written direction is provided by the Borrower. In the absence of investment instructions from the Borrower, the Trustee shall invest the moneys held in the Proceeds Account of the Project Fund, Bond Fund or Collateral Fund in the money market fund described in clause (iii) of the definition of Permitted Investments.
The following investments (“Permitted Investments”) are permitted under the Indenture:
(i) direct obligations issued by the United States of America including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America, including, when available, time deposit SLGS, on which the full and timely payment of principal and interest is unconditionally guaranteed by the United States of America (“Government Obligations”), (ii) to the extent permitted in the Indenture, shares or units in any money market funds rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category) that invest primarily in Government Obligations, which funds are registered with the Securities and Exchange Commission and which meet the requirements of Rule 2(a)(7) of the Investment Company Act of 1940, as amended (including any money market funds of the Trustee or its affiliates or for which the Trustee or an affiliate thereof serves as investment advisor or provides other services to such money market fund and receives reasonable compensation therefor), and (iii) Dreyfus Treasury Obligations Cash Management Fund as long as it is rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category). Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories, and the Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.

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ESTIMATED SOURCES AND USES OF FUNDS
The total costs of the Development and the sources of funds to pay those costs are estimated by the Borrower as follows:

SOURCES OF FUNDS*		
New Lender Loan	$[10,398,300]	
Original Lender Loan	[8,702,000]	
Tax Credit Equity(1)	20,906,736	
Surplus Cash Notes	[6,250,000]	
General Partner Contribution	100	
Cash Flow During Construction	486,686	
Bond Reinvestment Proceeds	1,066,500	
Deferred Developer Fee	5,840,165	
Total	$[54,216,496]	
USES OF FUNDS*		
Acquisition Costs	$26,500,000	
Hard Costs	11,761,173	
Soft Costs	7,284,178	
Reserves	772,457	
Developer Fee	7,898,688	
Total	$[54,216,496]	

(1)	The Borrower expects to obtain a loan (the “Bridge Loan”) from the Bridge Lender in the principal amount of
$17,500,000* in order to (i) bridge a portion of the Tax Credit equity contributions and (ii) provide money for deposit to the Collateral Fund.

All costs of issuing the Bonds, including Underwriter’s fee, will be paid by the Borrower.

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The sources and uses of funds for the Development to be applied under the Indenture are estimated by the Borrower to be approximately as follows:

SOURCES OF FUNDS*		
Bond Proceeds	$15,000,000	
Preference Proof Moneys		15,000,000		
Total	$30,000,000	

USES OF FUNDS*
Deposit to Proceeds Account of the Project Fund	

$15,000,000	
Deposit to Collateral Fund		15,000,000		
Total	$30,000,000	

New Lender Loan
In connection with the Borrower’s acquisition of the Development, simultaneously with the issuance of the Bonds, the Lender will make the New Lender Loan in an amount equal to approximately $[10,398,300]* to provide money for deposit to the Collateral Fund at closing. The New Lender Loan will be secured by the New Lender Mortgage.
Original Lender Loan
At closing, the Borrower will assume the Original Lender Loan in an amount equal to the interest and principal outstanding on the Original Lender Loan in partial payment of the acquisition price of the Development. The Original Lender Loan bears an interest rate of 2.85% per annum, matures on January 1, 2055 and is secured by the Original Lender Mortgage. Furthermore, the Borrower will close the New Lender Loan, Surplus Cash Notes, and the Bridge Loan. The New Lender Loan will bear an interest rate of 5.39% per annum, mature on December 31, 2054,* and be secured by the New Lender Mortgage.
At closing, Collateral Payments, which include but are not limited to (i) proceeds of the New Lender Loan and (ii) proceeds of the Bridge Loan will be deposited to the Collateral Fund. The Bonds will be initially secured by their own proceeds to be deposited in the Proceeds Account of the Project Fund under the Indenture (together with investment earnings on Permitted Investments deposited with the Trustee at closing, which have been calculated to be sufficient to pay, without the need for reinvestment, capitalized interest on the Bonds to the Mandatory Tender Date). At closing, Bond proceeds will be disbursed to the Borrower against a simultaneous deposit to the Collateral Fund of equivalent Collateral Payments. The aggregate funds on deposit in the Proceeds Account of the Project Fund, the Collateral Fund, and the Bond Fund, as invested pursuant to the Indenture, have been calculated to be sufficient to pay, at all times, principal and interest on the Bonds as and when they become due to the Mandatory Tender Date.

Tax Credits
On [  ] 1, 2026, the Borrower expects to admit TCC San Jose LLC, a Georgia limited liability company (the “Investor Limited Partner”), as its investor limited partner with a 99.99% ownership interest in the Borrower so the Investor Limited Partner may acquire 99.99% of the Tax Credits and Solar Investment Tax Credits available to the Borrower. The funding of the Tax Credit equity by the Investor Limited Partner is expected to total approximately $20,906,736.* The funding levels and the timing of the funding are subject to numerous adjustments and conditions which could result in the amounts funded and/or the timing or even occurrence of the funding to vary significantly from the projections set forth above and no representation is made as to the availability of such funds.
Surplus Cash Notes

Simultaneously with the closing of the Bonds, the Borrower will execute two subordinate Surplus Cash Notes (together, the “Surplus Cash Notes”) in favor of (i) Red Rocks 88, LLC, in the original principal amount of $1,250,000*, and (ii) Royal Abstract Intermediary, LLC, as qualified intermediary on behalf of San Jose Investor LLC, in the original principal amount of $5,000,000.* Each Surplus Cash Note will bear interest at a rate of 8.10%* per annum, payable annually, and will mature on December 1, 2064,* subject to automatic extension to match any HUD-approved extension of the maturity date of the HUD-insured senior mortgage note.
The Surplus Cash Notes will be expressly subordinate to the FHA-insured mortgage loan and will be payable solely from no more than 75% of available Surplus Cash, as defined in the Regulatory Agreement with HUD. Payments may not be made from Development income or Development assets except as permitted under the Regulatory Agreements, and any unauthorized payments must be returned to the Development. The Surplus Cash Notes are non-negotiable and may not be sold, transferred, assigned, or pledged, and may not be amended without the written consent of HUD.
Following repayment or release of the HUD-insured senior indebtedness, the holder of each Surplus Cash Note may elect to declare the outstanding principal and accrued interest immediately due and payable. Prepayments may be made only from permitted Surplus Cash or, in certain limited cases, from non-Development sources.
Bridge Loan
Simultaneously with the issuance of the Bonds, the Bridge Lender will make a Bridge Loan in a principal amount equal to approximately $17,500,000* to the Borrower. The Bridge Loan will be secured by a pledge of partnership interests in the Borrower assignment of the above-described Tax Credit equity contributions and assignment of developer fees. The Bridge Loan is anticipated to be repaid from the Tax Credit equity contributions, will bear interest at a variable rate of Term SOFR (5-day lookback) plus a margin of 2.65%,* with a floor of 0%,* and will mature on May 31,

2027.* At closing, a portion of the proceeds of the Bridge Loan will be advanced on behalf of the Borrower to the Trustee for deposit to the Collateral Fund to enable the disbursement of Bond proceeds from the Project Fund to the Borrower in order to pay Costs of the Development.

THE DEVELOPMENT AND THE PARTICIPANTS
The Development
The Development consists of the renovation and permanent phase financing of a 121-unit multifamily development commonly known as San Jose Apartments, located at 2353 Winter Woods Blvd in the City of Winter Park, Seminole County, Florida. The unit mix of the development consists of (28) one-bedroom, (85) two-bedroom, and (8) three-bedroom units. The renovation of the Development is expected to begin in March 2026* and be completed approximately 13* months thereafter.
On-site amenities of the Development include a clubhouse, leasing office, laundry facility, pool area, playground, dog park, and mail kiosk. Unit amenities will include air conditioning, dishwashers, private balconies and patios.
The Regulatory Agreement
At all times during the Qualified Project Period, forty percent (40%) of the completed residential rental units in the Development shall be occupied (or held available for occupancy) on a continuous basis by persons or families who at the time of initial occupancy had incomes at or below 60% of area median income (“AMI”). See “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT.”
The Regulatory Agreement will also contain provisions for verifying compliance with the terms thereof. The provisions of the Regulatory Agreement discussed herein are intended, among other things, to ensure compliance with the requirements of the Code with respect to the excludability of the interest on the Bonds from gross income. Upon any breach by the Borrower of any provisions of the Regulatory Agreement, the Issuer or the Trustee may (in some cases only with the consent of Lender) take such actions at law or in equity as deemed appropriate under the circumstances, including an action for specific performance of the Regulatory Agreement, as described under the caption “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT.”  Such a breach by the
Borrower may result in interest on the Bonds being included in gross income of the holders of the Bonds for purposes of federal income taxation as described in “CERTAIN BONDHOLDERS’ RISKS - Taxability of the Bonds” and “TAX MATTERS.”
Additional Restrictive Covenants
Tax Credits. In connection with the Tax Credits expected to be allocated to the Borrower with respect to the Development, the Borrower will execute an Extended Low-Income Housing

Agreement for the Development in compliance with Section 42 of the Code (the “Extended Low-Income Housing Agreement”). The Extended Low-Income Housing Agreement for the Development will require that, among other things, approximately 100% of the residential rental units in the Development must be occupied by or set aside for individuals or families whose income does not exceed 60% of AMI for the area in which the Development is located.
Extended Low-Income Housing Agreement. In connection with the acquisition of the Development, the Borrower will assume an existing Extended Low-Income Housing Agreement for the Development, dated July 13, 1993, as effected by that certain Assignment and Assumption Agreement of and First Amendment to Extended Low-Income Housing Agreement dated as of November 16, 2018 and that certain Assignment and Assumption Agreement of and Second Amendment to Extended Low-Income Housing Agreement dated as of December 4, 2019 (collectively, the “1993 ELIHA”). The 1993 ELIHA requires, among other things, that 100% of the residential rental units in the Development be occupied by or set aside for individuals or families whose income does not exceed 60% of AMI for the area in which the Development is located. The 1993 ELIHA expires on December 31, 2034.
Original Lender Regulatory Agreement. In connection with the acquisition of the Development, the Borrower will assume an existing Regulatory Agreement for the Development, dated June 28, 1993, as effected by that certain First Amendment to Regulatory Agreement dated as of September 15, 2008; and that certain Assignment and Assumption Agreement of and Second Amendment to Regulatory Agreement dated as of November 16, 2018; and that certain Third Amendment to and Subordination of Existing Regulatory Agreement dated as of December 4, 2019 (collectively, the “Original Lender Regulatory Agreement”). The Original Lender Regulatory Agreement requires, among other things, that 20% of the residential rental units in the Development be occupied by or set aside for very-low income families at the Low HOME Rents for the area in which the Development is located, and that 80% of the residential rental units in the Development be occupied by or set aside for low income families at the High HOME Rents for the area in which the Development is located. The Original Lender Regulatory Agreement expires on June 28, 2048.
The Borrower
The Borrower for the Development is San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”). The general partner of the Borrower is San Jose Preservation GP LLC, a Delaware limited liability company (the “General Partner”), who will have a 00.01% ownership interest in the Borrower.
The Developer
Founded in 2016, Lincoln Avenue Communities LLC (the “Developer”) is in the business of acquiring, owning, and developing affordable apartment complexes. The Developer currently oversees a real estate portfolio valued in excess of $3,500,000,000 and has been involved in the development and/or ownership of more than 170 apartment complexes containing approximately 30,500 units across the country. The Developer is an affiliate of the General Partner of the Borrower.

The prior experience of the Developer or its affiliates is no assurance that the Development will be successful.
Limited Assets and Obligations of the Borrower
The Borrower entity was formed to acquire, renovate and operate the Development. The Borrower has no material assets other than the Development and has covenanted not to engage in any activities unrelated to the Development. However, affiliates of the Borrower are engaged in and will continue to engage in the acquisition, development, ownership and management of similar types of housing projects. They may be financially interested in, as officers, members, partners or otherwise, and devote substantial times to, business and activities that may be inconsistent or competitive with the interests of the Development.
The obligations and liabilities of the Borrower under the Note are of a non-recourse nature and are limited to funds deposited or to be deposited under the Indenture to enable the Borrower to satisfy such obligations. Neither the Borrower nor its partners have any personal liability for payments on the Note to be applied to pay the principal of and interest on the Bonds. Furthermore, no representation is made that the Borrower has substantial funds available for the Development. Accordingly, neither the Borrower’s financial statements nor those of its partners are included in this Official Statement.
The General Contractor
The general contractor for the Development is expected to be Langerman Construction LLC (the “General Contractor”). The leadership of the General Contractor has, combined, over 40 years of experience in renovating residential multifamily housing developments. The General Contractor has completed over 43 multifamily projects throughout the Southeast United States.
Any previous experience of the General Contractor is no assurance that the Development will be successful.
Property Manager
The Development will be managed by TPI Management Services, LLC (the “Property Manager”). The Property Manager has operated affordable housing communities in the state of Florida for over 25 years and currently manages over 4,000 affordable multifamily units.
Any previous experience of the Property Manager is no assurance that the Development will be successful.
The Architect
The architect for the Development will be Ebersoldt + Associates, LLC (the “Architect”). Founded in 2007, the Architect has been the principal architect on over 130 multifamily projects throughout the United States.
Any previous experience of the Architect is no assurance that the Development will be successful.

The Lender
The Lender for the Development will process the New Lender Loan in accordance with the FHA insurance commitment issued by FHA. The Lender is a mortgage banking firm specializing, among other things, in FHA insured construction and permanent mortgage loans.
Upon satisfaction of certain conditions of the FHA insurance commitment, the Lender will make the New Lender Loan to the Borrower and service the New Lender Loan and serve as issuer of the GNMA security to be issued with respect to the New Lender Loan described elsewhere herein. For issuers approved to participate in the multifamily program, which is comprised of mortgage-backed securities backed by multifamily construction or permanent loans, the minimum net worth requirement is $1,000,000 plus 1% of the total effective multifamily outstanding obligations in excess of $25 million up to $175 million plus 0.20 percent (20 basis points) of the total effective multifamily outstanding obligations in excess of $175 million. The total effective multifamily outstanding obligation is the sum of: (1) all multifamily securities outstanding,
(2) available commitment authority to issue new multifamily pools, and (3) unexpended multifamily construction draws.
Ad Valorem Tax Exemption
Beginning with the [January 1] assessment after the 15th completed year from the earliest of: (i) the effective date of the recorded agreement on those portions of the affordable housing property that provide housing to natural persons or families meeting the extremely-low-income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes; (ii) the first day of the first taxable year in which the property was placed in service as an affordable housing property that provides housing to natural persons or families meeting the extremely-low-income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes; or (iii) the date the property received a certificate of occupancy or a certificate of substantial completion, as applicable, allowing the property to be used as an affordable housing property that provides housing to natural persons or families meeting the extremely-low-income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes, Section 196.1978(4), Florida Statutes, exempts from ad valorem taxation multifamily projects containing 70 units or more that are used to provide affordable housing to natural persons or families meeting the extremely-low income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes and are subject to an agreement with the Florida Housing recorded in the official records of the county in which the project is located to provide affordable housing to natural persons or families meeting the extremely-low-income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes. In order to receive the exemption, the Borrower will submit on or before [March] 1 of each year, an application to the Brevard County Property Appraiser for the exemption. Only those portions of the affordable housing property that provide housing to natural persons or families meeting the extremely-low-income, very-low-income, or low-income limits specified in Section 420.0004, Florida Statutes, are eligible for the exemption.

THE BONDS
The following is a summary of certain provisions of the Bonds. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the Bond, a copy of which is on file with the Trustee.
General
The Bonds will be initially dated the Closing Date and will bear interest at the rate per annum, and mature in the principal amount and on the maturity date set forth on the front cover of this Official Statement. Interest payable on the Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Bonds will be payable initially on [   ] 1, 20[  ]* and semiannually thereafter on [  ] 1* and [  ] 1* of each year until maturity or earlier mandatory tender. Principal of the Bonds will be payable (i) at the Trust Office of the Trustee upon presentation and surrender of the Bonds as the same become due, and (ii) upon the request of any registered Owner of the Bonds on the applicable Record Date having an aggregate principal amount of $1,000,000 or more, by wire transfer of immediately available funds from the Trustee. If the date of payment of principal or interest on the Bonds shall not be a Business Day, then such payment may be made on the next succeeding Business Day, with the same force and effect as if made on the date such payment was to be made.
The Bonds will be issued in book-entry form only in denominations of $5,000 or any integral multiple of $1,000 in excess thereof and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). See “THE BONDS - Book-Entry Only System” below.
Redemption of Bonds
The Bonds are not subject to optional redemption prior to the Mandatory Tender Date.
Mandatory Tender
The Bonds are subject to mandatory tender in whole or in part on the Mandatory Tender Date and shall be purchased at a price equal to 100 percent of the principal amount of such Bonds, plus accrued interest, if any, to the Mandatory Tender Date, and without premium. No later than 10:00 a.m., New York City time, on the Mandatory Tender Date, the Holders shall deliver the Bonds to the Trustee. The Trustee shall utilize the following sources of payments to pay the tender price of the Bonds not later than 2:30 p.m. New York City time on the Mandatory Tender Date, in the following priority: (i) amounts representing proceeds of remarketed Bonds received pursuant to the Indenture, to pay the principal amount, plus accrued interest, of Bonds tendered for purchase,
(ii) amounts on deposit in the Collateral Fund and the Proceeds Account of the Project Fund, to pay the principal amount of Bonds tendered for purchase, (iii) amounts on deposit in the Capitalized Interest Account, of the Bond Fund, if any, to pay the accrued interest, if any, on Bonds tendered for purchase, and (iv) any other Preference Proof Moneys available or made available for such purpose at the direction of the Borrower.

* Preliminary; subject to change.

In the event that the conditions required for remarketing set forth in the Indenture are not satisfied and/or the Trustee shall not have received remarketing proceeds on the Mandatory Tender Date equal to the principal amount of the Bonds Outstanding on such date, the Bonds shall be purchased in whole on the Mandatory Tender Date using amounts on deposit in the Collateral Fund, the Proceeds Account of the Project Fund and the Bond Fund, and, immediately following such purchase, the Bonds shall be deemed redeemed on the Mandatory Tender Date and cancelled by the Trustee.
Not less than 30 days before the Mandatory Tender Date, the Trustee shall give written notice of mandatory tender and, if applicable, remarketing to the Holders by first class mail, postage prepaid, at their respective addresses as they appear on registration books kept by the Trustee as Bond Registrar. So long as the Bonds are in Book Entry Form, notice of mandatory tender and, if applicable, remarketing will be given by the Trustee only to DTC or its successor, with duplicate notice provided to the Rating Agency. Notwithstanding the foregoing, any notice of mandatory tender shall be provided by the Trustee to the Rating Agency regardless of whether or not the Bonds are in Book Entry Form. The notice shall state the Mandatory Tender Date and that:
all Outstanding Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date and must be tendered for purchase on the Mandatory Tender Date;
all Outstanding Bonds will be purchased on the Mandatory Tender Date at a price equal to the principal amount of the Outstanding Bonds plus interest accrued to the Mandatory Tender Date;
Holders will not have the right to elect to retain their Bonds and any Bonds not tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and after the Mandatory Tender Date; and
the address of the office of the Trustee at which Holders should deliver their Bonds for purchase on the Mandatory Tender Date.
If notice is given as described under this caption, failure of any Holder to receive such notice, or any defect in the notice, shall not affect the remarketing or the validity of the proceedings for the remarketing of the Bonds. A copy of such notice will also be sent to Borrower’s Investor Limited Partner at the Notice Address set forth in the Indenture.
Book-Entry Only System
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Borrower believes to be reliable, but the Borrower takes no responsibility for the accuracy thereof.
The Depository Trust Company, New York, New York (“DTC”), will act as securities depository for the Bonds. The Bonds will be initially issued and issuable only as one fully registered Bond certificate for each maturity, registered in the name of Cede & Co. as partnership nominee of DTC. Those fully registered Bonds will be deposited with and retained in the custody of DTC.

For ease of reference in this and other discussions, reference to “DTC” includes when applicable any successor securities depository and the nominee of the depository.
For all purposes under the Bond proceedings, DTC will be and will be considered by the Issuer and the Trustee to be the owner or Holder of the Bonds.
Owners of book entry interests in the Bonds (book entry interest owners) will not receive or have the right to receive physical delivery of Bonds, and will not be or be considered by the Issuer and the Trustee to be, and will not have any rights as, owners or holders of Bonds under the Bond proceedings.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has an S&P rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (the book entry interest owner) is in turn to be recorded on the Direct and Indirect Participant’s records. Book-entry interest owners will not receive written confirmation from DTC of their purchase, but are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the book entry interest owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of book entry interest owners. Book-entry interest owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in actual ownership. DTC has no knowledge of the book entry interest owners (or beneficial owners) of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the book entry interest owners. Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to book-entry interest owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and debt service payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to book entry interest owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and debt service payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the book entry interest owners will be the responsibility of Direct and Indirect Participants.
DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor securities depository), Bond certificates will be delivered as described in the Indenture.
The Issuer, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Issuer determines that: (i) DTC is unable to

discharge its responsibilities with respect to the Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds be registered in the registration books kept by the Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Bonds. In the event that no substitute securities depository is found by the Issuer, or restricted registration is no longer in effect, Bond certificates will be delivered as described in the Indenture.
With regard to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Trustee will have no responsibility or obligation to any Direct Participant or to any Indirect Participant. Without limiting the preceding sentence, the Issuer and the Trustee will have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct Participant or Indirect Participant with respect to any ownership interest in the Bonds,
(ii) the delivery to any Direct Participant or Indirect Participant or any other person, other than Cede & Co., as nominee of DTC, of any notice with respect to the Bonds, or (iii) the payment to any Direct Participant or Indirect Participant or any person, other than Cede & Co., as nominee of DTC, of any amount with respect to the principal of or interest on the Bonds.

CERTAIN BONDHOLDERS’ RISKS
The following is a summary of certain risks associated with a purchase of the Bonds. There are other possible risks not discussed below. The Bonds are payable from the payments to be made by the Borrower under the Bond Loan Agreement and the Note and from amounts on deposit in the Collateral Fund and the Bond Fund, and the investment earnings thereon.
Limited Security
The Bonds are special, limited obligations of the Issuer payable solely from certain funds pledged to and held by the Trustee pursuant to the Indenture, including the Bond Fund, the Collateral Fund and the Proceeds Account of the Project Fund. See “SECURITY FOR THE BONDS - Limited Obligations of the Issuer” herein. The Bonds will not be secured by a mortgage or other security interest in the Development.
Lender Collateral Deposits; Disbursement of Bond Proceeds
As described under the heading “SECURITY FOR THE BONDS - The Collateral Fund; Application of Collateral Payments” above, Collateral Payments will be disbursed and deposited into the Collateral Fund under the Indenture as a condition precedent to the disbursement of Bond proceeds from the Proceeds Account of the Project Fund in an equal amount to pay a portion of the costs of acquiring, constructing and equipping the Development. In order to have the Lender or the Bridge Lender initiate the transfer of a Collateral Payment into the Collateral Fund, the Borrower will be required to satisfy any agreements relating to the New Lender Loan or the Bridge Loan, respectively (including requirements related to the completion of construction of the Development). Failure of the Borrower to satisfy additional future conditions could result in the Lender’s or the Bridge Lender’s suspending disbursements of the New Lender Loan or the Bridge Loan, respectively, until the conditions have been satisfied which, in turn, could result in the inability of the Borrower to pay the costs of completing the Development. However, such a failure to complete the Development would not affect the security for the Bonds or cause a default on the Bonds.

Exercise of Legal Remedies
The ability of the Issuer to enforce its rights or exercise its remedies upon default under the Bond Loan Agreement is dependent upon regulatory and judicial actions which may be subject to discretion and delay. Under existing law and judicial decisions (including laws relating to bankruptcy), the remedies provided for under the Documents may not be readily available or may be limited.
Completion of Development
There can be no assurance that the Development will be completed, or that it can be completed for the cost and within the time as set forth in this Official Statement. Failure to complete the Development, or to complete it in a timely fashion at the estimated cost, could adversely impact the Borrower’s ability to comply with certain tax code requirements. See the caption “Taxability of the Bonds” below.
Infectious Disease Outbreak
Without limiting the generality of the foregoing, an outbreak of a highly contagious, epidemic or pandemic infectious disease such as COVID-19 nationally or locally in the Development’s market area could adversely affect the Development’s operations and financial results, including the length of time necessary to complete the rehabilitation of the Development. A significant delay in rehabilitation completion may adversely impact the Borrower’s ability to comply with certain tax code requirements. See the caption “Taxability of the Bonds” below.
Taxability of the Bonds
THE BONDS ARE NOT SUBJECT TO ACCELERATION OR REDEMPTION UPON ANY DETERMINATION OF TAXABILITY OF INTEREST ON THE BONDS. IN ADDITION, THE RATE OF INTEREST ON THE BONDS IS NOT SUBJECT TO ADJUSTMENT BY REASON OF THE INTEREST ON THE BONDS BEING INCLUDED IN GROSS INCOME FOR PURPOSES OF FEDERAL INCOME TAXATION. Such event could
occur if the Borrower (or any subsequent owner of the Development) or other parties to the transaction do not comply with the provisions of the Regulatory Agreement, certain other tax-related agreements executed in connection with the Bonds, and the Bond Loan Agreement, which are designed, if complied with, to satisfy the continued compliance with requirements of the Code in order for the interest on the Bonds to be excluded from gross income for federal income tax purposes. Under such circumstances, interest on the Bonds might become subject to federal income taxation retroactive to the date of issuance or some other subsequent date. See “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT” and “TAX MATTERS” herein.
Permitted Investments
Amounts on deposit in the Proceeds Account of the Project Fund, the Collateral Fund and the Bond Fund are required to be invested in Permitted Investments.  See “APPENDIX A - DEFINITIONS” hereto for the definition of Permitted Investments. There can be no assurance that there will not be a loss resulting from any investment held for the credit of

the Project Fund, the Collateral Fund and the Bond Fund, and any failure to receive a return of the amounts so invested could affect the ability to pay the principal of and interest on the Bonds.
Rating Based on Permitted Investments
The rating on the Bonds is based upon the Bonds being fully secured by Permitted Investments held in the Trust Estate. If one or more of such investments fail to meet the rating standards for Permitted Investments after their purchase and prior to their maturity, such a change may result in a downgrade or withdrawal of the rating on the Bonds.
Secondary Markets and Prices
No representation is made concerning the existence of any secondary market for the Bonds. The Underwriter will not be obligated to repurchase any of the Bonds, nor can any assurance be given that any secondary market will develop following the completion of the offering of the Bonds. Further, there can be no assurance that the initial offering prices for the Bonds will continue for any period of time. Furthermore, the Bonds should be purchased for their projected returns only and not for any resale potential, which may or may not exist.
Risks of Casualty or Condemnation
Ownership and operation of real estate, such as the Development, involves certain risks, including the possibility of casualty or condemnation by fire, flooding or other force majeure, whether resulting from human activity or natural disasters. If damage or destruction rendered the Development or any portion of the Development uninhabitable, the affected residence units or common areas would not be available during the period of restoration, which could adversely affect the ability of the Development to generate sufficient revenues to pay debt service on the Lender Loans. Notwithstanding such risk, the Bonds are secured by Permitted Investments or other Preference Proof Moneys sufficient to pay principal and interest on the Bonds when due.
Natural Disaster Risk. The ability of the Development to generate revenues to pay debt service could be adversely impacted by natural disasters, including extreme weather events associated with climate change such as floods, droughts, tornadoes, hurricanes and wildfires. No assurance can be given that such events will not occur while the Bonds are Outstanding. The occurrence of such extreme weather events could damage local infrastructure that provides essential services to the Development. The economic impact of such events could include loss of revenue, interruption of operations, and increased recovery costs.
Insurance May Not Shift Such Risks. Although the Borrower has attempted to mitigate the risk of loss from property damage, destruction or condemnation by purchasing commercial property and casualty insurance, there can be no assurance that such insurance will always be available in sufficient amounts, at a reasonable cost or available at all, or that insurers will pay claims in a timely manner or at all. The Development may suffer losses for which insurance cannot be or has not been obtained. Moreover, the amounts of any such losses or the periods during which the Development cannot generate revenues may exceed the coverage of available insurance policies.

Cybersecurity Risk
Like most organizations, the Borrower, the Trustee, the Lender, and/or other participants involved in the issuance of the Bonds (collectively, the "Bond Participants") rely on electronic systems and technologies to conduct their operations. There have been numerous attempts to gain unauthorized access to electronic systems of large organizations for the purposes of misappropriating assets or personal, operational, financial or other sensitive information, or causing operational disruption. These attempts, which are increasing, include highly sophisticated efforts to electronically circumvent security measures or freeze assets as well as more traditional intelligence gathering aimed at obtaining information necessary to gain access. The entities comprising the Bond Participants maintain security postures designed to deter "cyberattacks," and are committed to deterring attacks on their respective electronic systems and responding to such attacks to minimize any impact on operations. However, no assurances can be given that the Bond Participants' security measures will prevent cyberattacks on their respective electronic systems, and no assurances can be given that any cyberattacks, if successful, will not have a material adverse effect on the operations or financial condition of the Bond Participants.
Effect of Increases in Construction Costs
For tax-exempt housing bonds such as the Bonds to receive a full allocation of the 4% Low-Income Housing Tax Credit (LIHTC) for the Project, 25% or more of the aggregate basis of the building and land must be financed by tax-exempt bonds issued from the state's bond volume cap. The Project is being financed by numerous sources other than the proceeds of the Bonds. Construction costs are subject to inflationary pressures due to numerous factors including implementation of tariffs by the current Presidential Administration. If construction costs of the Project increase such that less than 25% of the aggregate basis of the building and the land is financed by Bond proceeds, the Project would be expected to issue completion bonds. Otherwise, if the project falls below the 25% threshold, it only qualifies for 4% LIHTCs on the percentage of the project actually financed by the Bonds. This can drastically reduce available credits and would make the project financially unviable.

TAX MATTERS
Legal matters incident to the authorization, validity and issuance of the Bonds are subject to the unqualified approving opinion of Greenberg Traurig, P.A., Orlando, Florida, whose opinion will be available at the time of delivery of the Bonds. It is anticipated that the approving opinion will be in substantially the form attached to this Official Statement as Appendix C.
General
In the opinion of Greenberg Traurig, P.A., as Bond Counsel, under existing law as currently enacted and construed, and assuming the accuracy of certain certifications and compliance with certain covenants of the Issuer and the Borrower designed to assure compliance with the requirements of the Code, (i) the interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is held by a “substantial user” of the Development or a “related person” within the meaning of Section 147(a) of the Code, and (ii) interest on the Bonds is not an item of

tax preference for purposes of the alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income.
Section 142(d) of the Code provides that interest on certain governmental obligations, such as the Bonds, substantially all of the proceeds of which are to be used to provide financing for projects for “residential rental property,” shall be excludable from gross income for federal income tax purposes if, among other things, at all times during the Qualified Project Period either 20% or more of the units are set aside for tenants having incomes of 50% or less of Area Median Gross Income or 40% or more of the units are set aside for tenants having incomes of 60% or less of Area Median Gross Income. The Issuer has elected the 40% at 60% set aside for the Bonds.
Under the Code and Treasury Regulations, the failure to satisfy the foregoing requirements on a continuous basis or the failure to satisfy any of the other requirements of the Code and the Treasury Regulations will, unless corrected within a reasonable period of time of not less than sixty (60) days after such noncompliance is first discovered or should have been discovered, cause loss of the tax-exempt status of the Bonds as of the date of issuance of the Bonds, irrespective of the date such noncompliance actually occurred.
The Issuer has established requirements, procedures and safeguards which it believes to be sufficient to ensure compliance with the requirements of Section 142(d) of the Code and the Treasury Regulations with respect to the Development. Such requirements, procedures, and safeguards are incorporated into the Bond Loan Agreement and the Regulatory Agreement. However, no assurance can be given that in the event of a breach of any of the provisions or covenants described above, the remedies available to the Issuer or the Trustee can be judicially enforced in such manner as to assure compliance with Section 142(d) of the Code and, therefore, to prevent the loss of tax exemption of interest on the Bonds. The opinion of Bond Counsel described below relies upon certifications by the Borrower as to compliance with Section 142(d) of the Code. Bond Counsel expects to deliver an opinion at the time of issuance of the Bonds substantially in the form set forth in Appendix C attached hereto.
Section 148 of the Code provides that interest on the Bonds will not be excludable from gross income for federal income tax purposes unless (a) the investment of the proceeds of the Bonds meets certain arbitrage requirements and (b) certain “excess” earnings on such investments are rebated to the United States of America (collectively the “Arbitrage Restrictions”). The Trustee has been provided with instructions regarding the Arbitrage Restrictions and the Trustee has agreed that it will comply with those instructions. To the extent that the Arbitrage Restrictions are applicable to the Borrower, the Borrower has covenanted in the Bond Loan Agreement and the Arbitrage Rebate Agreement that it will also comply with such restrictions. In the event of non-compliance by either the Trustee or the Borrower with the Arbitrage Restrictions, interest on the Bonds would be taxable for federal income tax purposes from the date of issuance of such Bonds. The Borrower has also covenanted to comply with certain other applicable provisions of the Code which are required as a condition to the exclusion from gross income of interest on the Bonds for federal income tax purposes.

The Code includes requirements which the Issuer and the Borrower must continue to meet after the issuance of the Bonds in order that interest on the Bonds not be included in gross income for federal income tax purposes. The Issuer’s or the Borrower’s failure to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The Issuer and the Borrower have covenanted in the Indenture, the Regulatory Agreement and the Bond Loan Agreement to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date of execution and delivery of the Bonds may affect the federal tax status of the interest on the Bonds.
Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with “excess net passive income,” individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion as to any such collateral tax consequences. Purchasers of Bonds should consult their own tax advisors as to such collateral tax consequences.
Bond Counsel is further of the opinion that the Bonds and the income thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel expresses no opinion regarding taxation of the Bonds or interest on the Bonds in any state other than Florida. Prospective purchasers of the Bonds should consult their tax advisors as to whether the Bonds or interest on the Bonds is or is not exempt from taxation in any other state.
A form of the opinion of Bond Counsel is attached hereto as Appendix C. A copy of such opinion will be available at the time of the initial delivery of the Bonds.
Original Issue Discount and Original Bond Premium
Certain of the Bonds (“Discount Bonds”) may be offered and sold to the public at an original issue discount (“OID”). OID is the excess of the stated redemption price at maturity (the principal amount) over the “issue price” of a Discount Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial offering price to the public (other than to bond houses and brokers) at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excludable from the owner’s gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Bonds, and
(ii) is added to the owner’s tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Bond.

Certain of the Bonds (“Premium Bonds”) may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner’s gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner’s tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount Bonds or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.
Future Changes in Law
From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress and in state legislatures that, if enacted into law, could alter or amend one or more of the federal or state tax matters described above including, without limitation, the excludability from gross income of interest on the Bonds, adversely affect the market price or marketability of the Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would apply to the Bonds. If enacted into law, such legislative proposals could affect the market price or marketability of the Bonds. Prospective purchasers of the Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Bonds, under certain circumstances, to “backup withholding” at the rates set forth in the Code, with respect to payments on the Bonds and proceeds from the sale of Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Bonds. This withholding generally applies if the owner of Bonds (i) fails to furnish the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnished the payor an incorrect TIN,

(iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner’s securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

UNDERWRITING
RBC Capital Markets, LLC (the “Underwriter”) has agreed to purchase the Bonds from the Issuer at a price of $	 plus a premium of $	,  % of the principal amount thereof. The Underwriter will be paid an aggregate fee of $		 for underwriting the Bonds, inclusive of expenses, except for the fees and expenses of its counsel. The Bond Purchase Agreement provides that the obligation of the Underwriter to purchase the Bonds is subject to certain terms and conditions and the approval of certain legal matters by counsel. The Borrower has agreed to indemnify the Underwriter and the Issuer as to certain matters in connection with the Bonds.
The Underwriter and its respective affiliates are full service financial institutions engaged in various activities, that may include securities trading, commercial and investment banking, municipal advisory, brokerage and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt, and if applicable equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps) and the Underwriter and its respective affiliates may engage in transactions for its own accounts involving the securities and instruments made the subject of this securities offering or other offerings of the Issuer and/or the Borrower. The Underwriter may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Issuer and/or the Borrower. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Issuer and/or the Borrower.
The Underwriter of the Bonds has entered into a distribution arrangement with its affiliate City National Securities, Inc. (“CNS”). As part of this arrangement, the Underwriter may distribute municipal securities to investors through the financial advisor network of CNS. As part of this arrangement, the Underwriter may compensate CNS for its selling efforts with respect to the Bonds.
The initial public offering prices of the Bonds may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and certain dealer banks and banks acting as agents at prices lower than the public offering price stated on the inside cover of this Official Statement.

The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information.
The Underwriter does not guarantee a secondary market for the Bonds and is not obligated to make any such market in the Bonds. No assurance can be made that such a market will develop or continue. Consequently, investors may not be able to resell Bonds should they need or wish to do so for emergency or other purposes.
In addition to serving as Underwriter, RBC Capital Markets, LLC has been designated to serve as Remarketing Agent and will receive a fee for its remarketing services in connection with the remarketing, if any, of the Bonds on the Mandatory Tender Date.

RATING
The Bonds have been assigned a rating of “[Aa1/VMIG-1]” by Moody’s Ratings (“Moody’s,” and in its capacity as rating agency for the Bonds, the “Rating Agency”).
The rating assigned to the Bonds described above reflects only the view of the Rating Agency, and an explanation of the significance of such rating may be obtained from the Rating Agency at 7 World Trade Center, 250 Greenwich Street, 16th Floor, New York, New York 10007. The rating is not a recommendation to buy, sell, or hold the Bonds. There is no assurance that the rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by the Rating Agency if in the judgment of the Rating Agency circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. See “CERTAIN BONDHOLDERS’ RISKS - Rating Based on Permitted Investments” herein.
Any desired explanation of the significance of the rating should be obtained from the Rating Agency. Certain information and materials not included in this Official Statement were furnished to the Rating Agency. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies, and assumptions by the rating agency.
The Issuer has not assumed any responsibility either to notify the owners of any proposed change in, suspension or withdrawal of such rating subsequent to the date of this Official Statement, and the Borrower has such responsibility only in connection with the reporting of events as provided in the Continuing Disclosure Agreement. Neither of them has any responsibility to contest any such revision, suspension or withdrawal.

SUBORDINATION TO LENDER LOAN DOCUMENTS AND PROGRAM OBLIGATIONS
The Indenture, the Bond Loan Agreement, the Note, and the Regulatory Agreement (the “Bond Financing Documents”) provide that, notwithstanding anything in such documents to the contrary, the Bond Financing Documents will be subordinate to the Lender Loan Documents. In the event of any conflict between the provisions of the Bond Financing Documents and the Lender

Loan Documents or the Program Obligations (as defined in the Lender Mortgages), the Lender Loan Documents or the Program Obligations will control. Enforcement of the Bond Financing Documents will not result in any claim against the Development, the Lender Mortgage proceeds, any reserve or deposit required by HUD in connection with the Lender Mortgages, or the rents or other income from the Development (except “surplus cash,” as defined in the HUD Regulatory Agreements). No assurance can be made that such provision will not impair the excludability of interest on the Bonds from gross income for federal income tax purposes. In no event shall HUD, the Original Lender or the Lender have any claim to or lien upon the Trust Estate and funds pledged to secure the repayment of the Bonds.

CERTAIN LEGAL MATTERS
Certain legal matters relating to the execution and delivery of the Indenture and the Bond Loan Agreement are subject to the approving opinions of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, which will be furnished at the expense of the Borrower (the “Bond Counsel Opinion”).  See “APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL”
hereto. Certain legal matters will be passed upon for the Issuer by its counsel, Latham, Luna, Eden & Beaudine, LLLP, Orlando, Florida, for the Borrower by its counsel Cohen & Liuzzo, PLLC, New York, New York, and Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida, Co-Borrower Counsel, and for the Underwriter by its counsel, Robinson & Cole LLP, Washington, D.C. Fees and expenses of certain of the above-mentioned counsel are contingent upon the issuance of the Bonds.
Greenberg Traurig, P.A., whose legal services as Bond Counsel have been retained by the Issuer, will opine on the date of issuance of the Bonds with regard to the exclusion from gross income of interest on the Bonds. See “TAX MATTERS” herein. The proposed text of the legal opinion is set forth in APPENDIX C. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery of the Bonds. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date.
In rendering its approving opinion, Bond Counsel will rely on certifications and representations of fact to be contained in the transcript of proceedings which Bond Counsel will not have independently verified.
The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions on the legal issues explicitly addressed therein. By rendering the legal opinion, the opinion giver does not become an insurer or guarantor of an expression of professional judgment of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

NO LITIGATION
The Borrower
As of the date hereof, there is no action, suit, proceeding, inquiry or investigation of which the Borrower has been notified, at law or in equity, before or by any judicial or administrative court or governmental agency or body, state, federal or other, pending or, to the best knowledge of the Borrower, threatened against the Borrower, affecting the existence of the Borrower or the titles of its officers executing the Bond Purchase Agreement to their respective offices, or contesting or affecting as to the Borrower the validity or enforceability of the Bonds, the exclusion of interest on the Bonds from the gross income, for federal income tax purposes, of the owners of the Bonds, any Borrower Document or the execution and delivery or adoption by the Borrower of any Borrower Document, or in any way contesting or challenging the completeness or accuracy of this Official Statement or the powers of the Borrower or its authority with respect to the Borrower Documents or the consummation of the transactions contemplated hereby or thereby; nor, to the best knowledge of the Borrower, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the Borrower’s financial condition or operations or the validity of the authorization, execution, delivery or performance by the Borrower of any Borrower Document.
The Issuer
To the knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Issuer affecting the existence of the Issuer or its governing body or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the revenues or assets of the Issuer pledged to the payment of the principal of, redemption premium, if any, and interest on the Bonds, or contesting or to the knowledge of the Issuer, affecting the validity or enforceability of the Bonds or the Bond Loan Agreement, the Indenture, the Regulatory Agreement, the Bond Purchase Agreement, the Arbitrage Certificate, the Arbitrage Rebate Agreement and any and all documents, agreements or instruments executed by the Issuer in connection with the Loan evidenced by the Bond Loan Agreement (the “Issuer Documents”) or contesting the completeness or accuracy of this Official Statement, or contesting the powers of the Issuer or any authority for the issuance of the Bonds or execution and delivery of any of the Issuer Documents; nor, to the knowledge of the Issuer, is there any basis therefor.

CONTINUING DISCLOSURE
The Borrower will enter into a Continuing Disclosure Agreement dated as of March 1, 2026 (the “Continuing Disclosure Agreement”) with the Trustee, acting as the Dissemination Agent, obligating the Borrower to send, or cause to be sent, certain financial information with respect to the Development to the Municipal Securities Rulemaking Board annually and to provide notice, or cause notice to be provided, to the Municipal Securities Rulemaking Board, of certain enumerated events for the benefit of the beneficial owners and Holders of any of the Bonds, pursuant  to  the  requirements  of  Section  (b)(5)(i)  of  Securities  Exchange  Commission

Rule 15c2-12 (the “Rule”).	See “APPENDIX D - FORM OF CONTINUING DISCLOSURE AGREEMENT.”
A failure by the Borrower to comply with the provisions of the Continuing Disclosure Agreement will not constitute a default under the Indenture or Bond Loan Agreement (although Bondholders will have any available remedy at law or in equity for obtaining necessary disclosures). Nevertheless, such a failure to comply is required to be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds.
The Borrower is a new entity and has not previously been subject to the continuing disclosure requirements of the Rule.

ENFORCEABILITY OF REMEDIES
The remedies available to the Trustee, the Issuer and the Owners of the Bonds upon an Event of Default under the Bond Loan Agreement, the Regulatory Agreement or the Indenture are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay. Under existing law and judicial decisions, including specifically the Federal Bankruptcy Code, the remedies provided for under the Federal Bankruptcy Code, the Bond Loan Agreement, the Regulatory Agreement or the Indenture may not be readily available or may be limited.
In addition, the Bond Loan Agreement and the Regulatory Agreement both provide that the payment obligations of the Borrower contained in such agreements (other than certain obligations to the Issuer and the Trustee individually and not on behalf of the Owners of the Bonds) will be limited obligations payable solely from the income and assets of the Borrower, and that no partner of the Borrower will have any personal liability for the satisfaction of any payment obligation of the Borrower under such agreements or of any claim against the Borrower arising out of such agreements or the Indenture.
The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of various legal instruments by limitations imposed by the valid exercise of the constitutional powers of the State and the United States of America and bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES
Rule 69W-400.003, Rules of Government Securities, promulgated by the Florida Department of Banking and Finance, Division of Securities, under Section 517.051(1), Florida Statutes (“Rule 69W-400.003”), requires the Issuer to disclose each and every default of the Issuer as to the payment of principal and interest with respect to obligations issued or guaranteed by the Issuer after December 31, 1975. Rule 69W-400.003 further provides, however, that if the Issuer

in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted.
The Bonds do not constitute a general debt, liability or obligation of the Issuer, but are instead secured by amounts on deposit under the Indenture and by other security discussed herein. The Bonds are not being offered on the basis of the financial strength of the Issuer. Accordingly, the Issuer, in good faith, believes that disclosure of any such default on bonds with respect to which the Issuer was merely a conduit issuer and which are secured solely by payments of the borrower under a loan agreement, lease agreement or installment sale agreement would not be considered material by a reasonable investor in the Bonds.

ESCROW VERIFICATION REPORT
Causey Public Finance LLC, certified public accountants (the “Verifier”), concurrently with the issuance of the Bonds, will deliver to the Underwriter its verification report indicating that it has verified the arithmetical accuracy of certain computations provided by the Underwriter relating to the computation of forecasted receipts of principal and interest on the obligations and certain cash deposited as security for the Bonds, and the forecasted payments of principal and interest to pay the Bonds at their redemption or maturity dates. All such computations have been based solely upon assumptions and information supplied by the Underwriter. The Verifier restricted its procedures to verifying the arithmetical accuracy of the computations described above and has not made any study or evaluation of the assumptions and information on which the computations are based, and the Verifier has not expressed any opinion on the data used, the reasonableness of the assumptions or the achievability of the forecasted outcomes.

MISCELLANEOUS
Copies of the Indenture, the Bond Loan Agreement, the Note and the Regulatory Agreement are on file at the office of the Trustee and are available for inspection upon request.
This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Issuer or the Borrower and the purchasers or holders of any of the Bonds.
The Issuer makes no representations with respect to any information in this Official Statement other than the information under the captions “THE ISSUER,” “NO LITIGATION - The Issuer” and “DISCLOSURE REQUIRED BY SECTION 517.051(1), FLORIDA STATUTES.”
This Official Statement has been approved by the Issuer and the Borrower for distribution to current Bondholders and potential purchasers of the Bonds.

[SIGNATURE PAGE TO OFFICIAL STATEMENT – SAN JOSE APARTMENTS]

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

APPENDIX A DEFINITIONS
“Act” means, collectively, Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 enacted on September 28, 1981, and effective November 3, 1981, and that certain Interlocal Agreement dated October 22, 2024, between Seminole County, Florida and the Issuer.
“Agreement” or “Bond Loan Agreement” means the Loan Agreement dated as of the same date as the Indenture, between the Issuer and the Borrower and any and all supplements thereto.
“Arbitrage Certificate” means the Arbitrage and Tax Certificate, dated the Closing Date, executed by the Issuer in connection with the issuance of the Bonds.
“Arbitrage Rebate Agreement” means the Arbitrage Rebate Agreement, dated as of [	] 1, 2026, among the Issuer, the Trustee and the Borrower in connection with the issuance of the Bonds.
“Bond” or “Bonds” means the Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) issued, authenticated and delivered under the Indenture.
“Bond Counsel” means nationally recognized bond counsel selected by the Issuer.
“Bond Documents” means, with respect to the Bonds, the Bonds, the Indenture, the Bond Loan Agreement, the Note, the Bond Purchase Agreement, the Regulatory Agreement, the Continuing Disclosure Agreement, the Guarantor Documents, the Arbitrage Rebate Agreement, the Tax Certificates, the Issuer Servicer Agreement, and any and all documents executed in connection with the Bonds.
“Bond Fund” means the Bond Fund created under the Indenture.
“Bondholder” or “Holder of the Bonds” or “Holder” or “Owner of the Bonds” or “Owner” when used with respect to any Bond, means the person or persons in whose name such Bond is registered as the owner thereof on the books of the Issuer maintained at the Trust Office of the Trustee for that purpose.
“Bond Loan Agreement” means the Loan Agreement, dated as of March 1, 2026, by and between the Issuer and the Borrower and any and all supplements thereto, pursuant to which the Loan is being made to the Borrower.
“Bond Purchase Agreement” means the Bond Purchase Agreement, dated [	], 2026, among the Issuer, the Borrower and the Underwriter.
“Bond Registrar” has the meaning assigned to it in the Indenture.

“Book-Entry Form” or “Book-Entry System” means a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds may be transferred only through a book-entry and (ii) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as holder, with the physical bond certificates “immobilized” in the custody of the Securities Depository.
“Borrower” means San Jose Preservation, Ltd., a limited partnership, duly organized and existing in the State of Florida, and its successors and assigns.
“Borrower Documents” means the Bond Loan Agreement, the Note, the Proceeds Certificate, the Arbitrage Rebate Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Agreement, the Guarantor Documents and any and all documents, agreements or instruments executed by the Borrower in connection with the Loan evidenced by the Bond Loan Agreement.
“Borrower Obligations” means the obligations of the Borrower under the Bond Loan Agreement, the Note, and the other Borrower Documents to (a) pay the principal of, and interest on the Note, when and as the same shall become due and payable (whether at the stated maturity thereof, on any payment date or by acceleration of maturity or otherwise), (b) pay all other amounts required by the Bond Loan Agreement, the Note, and the other Borrower Documents to be paid by the Borrower to the Issuer and the Trustee, as and when the same shall become due and payable, and (c) timely perform, observe and comply with all of the terms, covenants, conditions, stipulations, and agreements, express or implied, which the Borrower is required by the Bond Loan Agreement, the Note, the Regulatory Agreement, and any of the other Borrower Documents, to perform or observe.
“Borrower Representative” means a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by one of its officers, which certificate may designate an alternate or alternates.
“Bridge Lender” means Truist Bank, a North Carolina banking corporation, its successors and assigns.
“Bridge Loan” means the loan made by the Bridge Lender to the Borrower in the original principal amount not to exceed $2,900,170* a portion of the proceeds of which will fund the Capitalized Interest Deposit, if any, and the Collateral Payments under the Indenture.
“Business Day” or “business day” means a day, other than a Saturday or Sunday, on which
(a) banks located in New York, New York, Fort Lauderdale, Florida or in the city in which the Trust Office of the Trustee, or the office of the Trustee is located, are not required or authorized by law or executive order to close for business, and (b) the New York Stock Exchange is not closed.

“Capitalized Interest Account” means the account by that name created in the Bond Fund pursuant to the Indenture.
“Capitalized Interest Deposit” means the deposit of $	 to the Capitalized Interest Account on behalf of the Borrower, if any, from Preference Proof Moneys on or before the Closing Date, which is to be deposited as provided in the Indenture.
“Cash Flow Projection” means a cash flow projection prepared by an Independent firm of certified public accountants, a financial advisory firm, a law firm or other Independent third party qualified and experienced in the preparation of cash flow projections for structured finance transactions similar to the Bonds, designated by the Borrower and acceptable to the Rating Agency, establishing, to the satisfaction of the Rating Agency, the sufficiency of (a) the amount on deposit in the Project Fund, the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein), (b) projected investment income to accrue on amounts on deposit in the Project Fund, the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein) during the applicable period and (c) any additional Preference Proof Moneys delivered to the Trustee by or on behalf of the Borrower to pay principal of and interest on the Bonds when due and payable, including, but not limited to, any cash flow projection prepared in connection with
(i) the initial issuance and delivery of the Bonds, (ii) a proposed optional redemption of the Bonds, as provided in the Indenture (iii) a proposed remarketing of the Bonds, as provided in the Indenture; (iv) the release of Preference Proof Moneys from the Bond Fund, as provided under the caption  “APPENDIX B - DOCUMENT   SUMMARIES - SUMMARY   OF   CERTAIN
PROVISIONS OF THE INDENTURE - Funds and Accounts”; and (v) the purchase, sale or exchange of Permitted Investments as provided under the caption “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Investment
of Funds and Accounts”.
“Closing Date” means the date of delivery of the Bonds in exchange for the purchase price thereof.
“Code” means the Internal Revenue Code of 1986, including applicable final, temporary and proposed regulations and revenue rulings applicable thereto, as amended from time to time.
“Collateral Fund” means the Collateral Fund created pursuant to the Indenture. “Collateral Payments” means Preference Proof Moneys advanced to the Trustee for deposit
into the Collateral Fund as a prerequisite to the advance of money from the Proceeds Account of the Project Fund.
“Completion Certificate” means a certificate submitted by the Borrower Representative to the Issuer and the Trustee as provided in, and meeting the requirements of, the Bond Loan Agreement.
“Completion Date” means the date upon which the Completion Certificate is delivered by the Borrower to the Issuer and the Trustee, which shall be no later than [	 1, 20 ].*

“Construction Contract” means that certain construction contract executed between the Contractor and the Borrower relating to the rehabilitation of the Development, as that contract may be amended from time to time.
“Construction Draw Date” means the date on which a disbursement from the Project Fund shall be made solely to pay acquisition, rehabilitation and equipping costs of the Development.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of March 1, 2026 between the Borrower and the Dissemination Agent.
“Contractor” means the entity identified as the general contractor under the Construction Contract.
“Costs of Issuance Fund” means the Costs of Issuance Fund created pursuant to the Indenture.
“Costs of Issuance” means all fees, costs and expenses incurred in connection with the issuance of the Bonds and the extension of the Loan, payable from the Costs of Issuance Fund.
“Costs of Issuance Deposit” means $	.
“Costs of the Development” with respect to the Development shall be deemed to include all items permitted to be financed under the provisions of the Code and the Act.
“County” means Seminole County, Florida.
“Credit Underwriting Report” means the Osceola County Housing Finance Authority Credit Underwriting Report dated [	  , 2026], prepared by Seltzer Management Group, Inc..
“Default” means any Default under the Bond Loan Agreement as specified in and defined therein.
“Development” means the multifamily rental housing development known as San Jose Apartments, which consists of 121 apartment units and related facilities located in Seminole County, Florida.
“Dissemination Agent” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America and its permitted successors and assigns as Dissemination Agent under the Continuing Disclosure Agreement.
“Dissemination Agent Fee” means a portion of the Trustee’s Fee payable to The Bank of New York Mellon Trust Company, N.A., in its capacity as Dissemination Agent pursuant to the Continuing Disclosure Agreement.
“Documents” means and shall include (without limitation), with respect to the Bonds, the Indenture, the Bond Documents, the Borrower Documents, the Guarantor Documents and any and

all other documents which the Issuer, the Borrower or any other party or parties or their representatives, have executed and delivered, or may execute and deliver after the date of the Indenture, to evidence or secure the Bonds and the Borrower’s Obligations, or any part thereof, or in connection therewith, and any and all supplements thereto.
“Environmental Indemnity” means the Environmental Indemnity, dated as of [	] 1, 2026, by the Guarantors for the benefit of the Issuer and the Trustee.
“Event of Default” or “Default” means, when used in the Indenture, those events of default or defaults specified therein and, when used in the Bond Loan Agreement, those events of default or defaults specified therein.
“Expense Fund” means the fund by that name created and established pursuant to the Indenture.
“General Partner” means San Jose Preservation GP LLC, a Delaware limited liability company, and its permitted successors and assigns.
“GNMA” means the Government National Mortgage Association.
“Governmental Authority” means any federal, State or local governmental or quasi-governmental entity, including, without limitation, any agency, department, commission, board, bureau, administration, service, or other instrumentality of any governmental entity.
“Government Obligations” means non-callable, non-redeemable direct obligations issued by the United States of America including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America, including, when available, time deposit SLGS, on which the full and timely payment of principal and interest is unconditionally guaranteed by the United States of America.
“Governmental Requirements” means all laws, ordinances, orders, rules or regulations of all Governmental Authorities applicable to the Development, the Issuer, the Borrower or any of the Borrower’s assets or other properties, including without limitation, laws, ordinances, orders, rules and regulations relating to securities or other public disclosures, zoning, licenses, permits, subdivision, building, safety, health, and fire protection and all environmental laws.
“Guarantor” and “Guarantors” means, individually and collectively, the Borrower, the General Partner, Lincoln Avenue Capital LLC, San Jose Developer LLC, Jeremy Bronfman 2014 Revocable Trust, and Jeremy S. Bronfman a natural person, together with their respective permitted successors and assigns.
“Guarantor Documents” means, collectively, the Environmental Indemnity and the Guaranty of Recourse Obligations.
“Guaranty of Recourse Obligations” means the Absolute and Unconditional Guaranty of Recourse Obligations, dated as of [	] 1, 2026, from the Guarantors, jointly and severally, in favor of the Issuer and the Trustee.

“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (“PCBS”) and compounds containing them; lead and lead based paint; asbestos or asbestos containing materials in any form that is or could become friable; underground or above ground storage tanks, whether empty or containing any substance; any substance the presence of which at the Development is prohibited by any federal, state or local authority; any substance that requires special handling under any Hazardous Materials Law; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” or “pollutant” within the meaning of any Hazardous Materials Law, but does not include any such substance that is a customary and ordinary household, cleaning, office, swimming pool or landscape maintenance product used on the Development by the Borrower or any tenant or agent of the Borrower, or customary construction materials used during the course of rehabilitation and equipping of the Development by the Borrower or the Contractor, provided such use is in accordance with applicable hazardous material laws.
“Hazardous Materials Law” means all federal, state, and local laws, ordinances and regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees in effect now or in the future and including all amendments, that relate to Hazardous Materials and apply to Borrower or to the Development. Hazardous Materials Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, and their state analogs, including laws of the State.
“Highest Rating Category” means, with respect to a Permitted Investment, that the Permitted Investment is rated by a Rating Agency in the highest rating given by that Rating Agency for that Rating Category, provided that such rating shall include but not be below Aaa or Aaa/VMIG-1 if rated by Moody’s or A-1+ or AA+ if rated by S&P.
“HUD” means the United States Department of Housing and Urban Development.
“HUD Regulatory Agreements” means, collectively, (i) the Original Lender Regulatory Agreement and (ii) the New Lender Regulatory Agreement.
“Indenture” means the Trust Indenture, dated as of March 1, 2026, between the Issuer and the Trustee, and any and all Supplements thereto, authorizing the issuance of the Bonds.
“Independent” means any person not an employee or officer of the Borrower or its affiliates.
“Interest Payment Date” means each [    ] 1* and [    ] 1,* beginning [    ] 1, 20[ ].*

“Investor Limited Partner” means TCC San Jose LLC, a Georgia limited liability company, and its permitted successors and assigns in their capacity as the Investor Limited Partner of the Borrower.
“Issuer” means the Osceola County Housing Finance Authority, a public body corporate and politic of the State of Florida, duly organized and existing under the laws of the State of Florida, including the Act, or any successor to its rights and obligations under the Bond Loan Agreement and the Indenture.
“Issuer Documents” means the Bond Loan Agreement, the Indenture, the Regulatory Agreement, the Bond Purchase Agreement, the Arbitrage Certificate, the Arbitrage Rebate Agreement and any and all documents, agreements or instruments executed by the Issuer in connection with the Loan evidenced by the Bond Loan Agreement.
“Issuer Fee” means
(i) the bond closing fee in the amount of $5,000* and the bond financing fee in the amount of $57,500* (0.1% of the par amount of Bonds plus a $20,000* origination fee), to be paid on or before the date of issuance of the Bonds, and (ii) in the event the Bonds are remarketed on the Mandatory Tender Date, an additional bond financing fee may be paid on or before the Mandatory Tender Date, subject to a pro rata reimbursement by the Issuer to the Borrower if and to the extent redemption occurs prior to the Maturity Date; provided, that such Issuer Fee does not include amounts due, if any, for extraordinary services and expenses of the Issuer; provided, further, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period (as defined in the Regulatory Agreement), Issuer Fee shall mean the Compliance Monitoring Fee (as defined in the Regulatory Agreement).
the Ongoing Issuer Fee.
Notwithstanding the foregoing, without creating a default or an Event of Default under the Indenture, the Borrower or the Investor Limited Partner may contest in good faith the necessity for any extraordinary expense and the amount of any fee, charge, or expense.
“Issuer Indemnified Party” or “Issuer Indemnified Parties” means the Issuer, the past, present and future members of the Issuer, executives, employees and agents, individually and collectively.
“Issuer Servicer” means Seltzer Management Group, Inc., a Florida corporation, or any other servicer appointed by the Issuer to service the Loan on behalf of Issuer and to monitor the Development.
“Issuer Servicer Agreement” means the Construction Loan Servicing Agreement, dated as of [	] 1, 2026, by and among the Issuer, the Trustee, the Borrower and the Issuer Servicer.

“Issuer Servicer Fee” means the fees and expenses of the Issuer Servicer as may be amended from time to time, and as provided in the Issuer Servicer Agreement.
“Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, and its successors and assigns.
“Lender Borrower Notes” means, collectively, the Original Lender Borrower Note and the New Lender Borrower Note.
“Lender Disbursement Agreement” means the Construction Loan Disbursement Agreement, dated as of [	] 1, 2026, among the Borrower, the Lender and the Bridge Lender relating to the New Lender Loan.
“Lender Funds” means funds advanced by the Lender for Collateral Payments, whether from its warehouse line of credit or proceeds from the sale of GNMA securities, or other funds of the Lender, in connection with advances of the New Lender Loan
“Lender Loans” means, respectively, the Original Lender Loan and the New Lender Loan. “Lender Loan Documents” means the documents related to the Lender Loans, including
the Lender Disbursement Agreement, the Lender Borrower Notes, the Lender Mortgages, the HUD Regulatory Agreements, the Original Lender Loan Documents, the New Lender Loan Documents and any and all other documents, agreements, or instruments which evidence or secure the indebtedness evidenced by the Lender Borrower Note.
“Lender Mortgages” means collectively, the Original Lender Mortgage and the New Lender Mortgage.
“Loan” means the loan in the aggregate principal amount of $15,000,000* made by the Issuer to the Borrower evidenced by the Note, described in the Bond Loan Agreement and made in connection with the issuance of the Bonds.
“Loan Documents” shall mean the Bond Loan Agreement and the Note.
“Mandatory Tender Date” means, initially, [	 1, 20 ],* and thereafter any subsequent mandatory tender date prior to the Maturity Date.
“Maturity Date” means [	 1, 20  ].*
“Moody’s” means Moody’s Ratings, a Delaware corporation, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Borrower.

“New Lender Borrower Note” means the $19,500,000* Supplemental Note (Multistate) dated as of [	] 1, 2026, from the Borrower to the Lender to evidence its indebtedness under the New Lender Loan and endorsed by HUD.
“New Lender Loan” the supplemental loan made by the Lender to the Borrower in the original principal amount not to exceed $19,500,000* pursuant to the Lender Disbursement Agreement, as evidenced by the New Lender Borrower Note and secured by the New Lender Mortgage.
“New Lender Loan Documents” means the New Lender Mortgage, the New Lender Borrower Note and any and all other documents, agreements and instruments securing and evidencing the New Lender Loan in the original principal amount of $[	]*.
“New Lender Mortgage” means the second-lien priority Supplemental Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) dated as of [	] 1, 2026, from the Borrower for the benefit of the Lender to secure the repayment of the New Lender Borrower Note.
“New Lender Regulatory Agreement” means that Supplemental Regulatory Agreement between the Borrower and HUD dated as of [	] 1, 2026 in connection with the New Lender Loan, and to be recorded in the Records.
“Note” means the Promissory Note, dated the Closing Date, from the Borrower to the Issuer in substantially the form attached as an exhibit to the Bond Loan Agreement, and any amendments, supplements or modifications thereto, which Note has been assigned by the Issuer to the Trustee.
“Official Statement” means the Official Statement dated [	   ], 2026, relating to the
Bonds.
“Ongoing Issuer Fee” means an annual fee to cover the administrative expenses incurred
by the Issuer in the issuance and carrying of the Bonds in an annual amount equal to ten basis points (.10%) of the then outstanding principal amount of Bonds as of each April* 1 (without regard to any redemption on such date) subject to a minimum annual administrative fee until the end of the earlier of the calendar year in which Bonds reach the Maturity Date or the calendar year in which the Bonds are redeemed or defeased in full, or if later, the end of the Qualified Project Period (as defined in the Regulatory Agreement), of $5,000.00*, payable in annual installments in arrears on each April* 1, commencing on April 1, 2026*; provided, that in the event all Bonds have matured, been defeased or been redeemed prior to the end of the Qualified Project Period, Issuer Fee shall mean the Compliance Monitoring Fee. The Ongoing Issuer Fee shall be due and payable so long as any Bonds remain Outstanding, but in all events, through the last day of the Qualified Project Period. The Ongoing Issuer Fee shall not include the Compliance Monitoring Fee.
“Optional Redemption Date” shall have the meaning set forth in the Indenture.

“Original Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, as successor by assignment to Truist Bank, a North Carolina banking corporation, successor by merger to SunTrust Bank, a Georgia banking corporation.
“Original Lender Loan” means the existing FHA 223(f) loan dated December 1, 2019, by the Original Lender in favor of the Seller, as assumed by the Borrower.
“Original Lender Documents” means the Original Lender Mortgage and the Original Lender Regulatory Agreement between the Borrower and HUD dated December 1, 2019 as assumed by Borrower, along with all other documents that evidence and/or secure the Original Lender Loan.
“Original Lender Mortgage” means the first-lien priority Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (Florida) dated as of December 1, 2019, from the Seller for the benefit of the Original Lender to secure the repayment of the Original Lender Note and recorded in the Official Records of Seminole County, Florida (the “Records”) on December 3, 2019 as Book 9490, Pages 1153-1199, as assigned from the Original Lender to the Lender by Assignment of Mortgage dated July 16, 2020 and recorded in the Records on December 7, 2020 as Book 9780, Pages 1342-1344, and as amended by Release, Assumption, and Modification Agreement among the Borrower, Seller, Lender and HUD dated as of [	] 1, 2026 and to be recorded in the Records.
“Original Lender Note” means that certain $8,702,000 Note (Multistate) securing the existing FHA 223(f) loan dated December 1, 2019, as assumed by the Borrower.
“Original Lender Regulatory Agreement” means that Regulatory Agreement between the Borrower and HUD with respect to the Original Lender Loan, dated December 1, 2019 and recorded December 3, 2019 in the Records as Book 9490, Pages 1200-1236, as amended by the Release, Assumption, and Modification Agreement among the Borrower, Lender (as successor in interest to SunTrust Bank) and HUD dated as of [	] 1, 2026 and to be recorded in the Records.
“Outstanding,” “outstanding” or “Bonds Outstanding” when used with respect to the Bonds means any Bonds theretofore authenticated and delivered under the Indenture, except:
Bonds theretofore canceled by the Trustee or theretofore delivered to the Trustee for cancellation;
Bonds for the payment of which moneys or obligations shall have been theretofore deposited with the Trustee in accordance with the Indenture; or
Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under the Indenture.
“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership, dated 	   , 2026, as may be amended and supplemented from time to time.

“Permitted Investments” means (i) Government Obligations, (ii) to the extent permitted in the Indenture, shares or units in any money market funds rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category) that invest primarily in Government Obligations, which funds are registered with the Securities and Exchange Commission and which meet the requirements of Rule 2(a)(7) of the Investment Company Act of 1940, as amended (including any money market funds of the Trustee or its affiliates or for which the Trustee or an affiliate thereof serves as investment advisor or provides other services to such money market fund and receives reasonable compensation therefor), and
(iii) Dreyfus Treasury Obligations Cash Management Fund as long as it is rated “Aaa-mf” by Moody’s (or the equivalent Highest Rating Category given by the Rating Agency for that Rating Category). Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories, and the Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” shall include an individual, association, unincorporated organization, corporation, partnership, joint venture, or government or agency or political subdivision thereof.
“Plans and Specifications” means the plans and specifications and/or the scope of work for the Development, together with such amendments thereto as are made from time to time in accordance with the Bond Loan Agreement.
“Preference Proof Moneys” means (i) Lender Funds, (ii) moneys drawn on a letter of credit,
(iii) proceeds of the Bonds, (iv) proceeds of the Bridge Loan deposited with the Trustee, (v) funds provided by the Underwriter or Remarketing Agent in excess of the offering or reoffering price of the Bonds, or (vi) moneys in connection with which the Trustee shall have been delivered an opinion of bankruptcy counsel acceptable to it to the effect that the use of such moneys would not be avoidable as a preference under Section 547 of the United States Bankruptcy Code or give rise to a stay under Section 362(a) of the United States Bankruptcy Code. “Preference Proof Moneys” shall also include investment earnings derived from any of the foregoing.
“Proceeds Certificate” means the Proceeds Certificate, dated the Closing Date, executed by the Borrower in connection with the issuance of the Bonds.
“Project Fund” means the Project Fund created pursuant to the Indenture.
“Qualified Project Costs” means costs paid with respect to the Development that (i) are properly chargeable to capital account (or would be so chargeable with a proper election by the Borrower or but for a proper election by the Borrower to deduct such costs) in accordance with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1), (ii) are paid with respect to a qualified residential rental development or developments within the meaning of Section 142(d) of the Code, (iii) are paid after the earlier of 60 days prior to the date of a resolution of the Issuer to reimburse Costs of the Development with proceeds of Bonds or the date of issue of the Bonds, and (iv) if the Costs of the Development were previously paid and are to be reimbursed with proceeds of the Bonds such costs were (A) costs of issuance of the Bonds, (B) preliminary capital expenditures (within the meaning of United States Treasury Regulations Section 1.150-2(f)(2)) with respect to the Development (such as

architectural, engineering and soil testing services) incurred before commencement of acquisition or rehabilitation of the Development that do not exceed twenty percent (20%) of the issue price of the Bonds (as defined in United States Treasury Regulations Section 1.148-1), or (C) were capital expenditures with respect to the Development that are reimbursed no later than eighteen
(18) months after the later of the date the expenditure was paid or the date the Development is placed in service (but no later than three (3) years after the expenditure is paid); provided however, that if any portion of the Development is being constructed or developed by the Borrower or an Affiliate (whether as a developer, a general contractor or a subcontractor), “Qualified Project Costs” shall include only (a) the actual out-of-pocket costs incurred by the Borrower or such Affiliate in developing or constructing the Development (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered by the Borrower or such Affiliate (but excluding any profit component) and (c) any overhead expenses incurred by the Borrower or such Affiliate which are directly attributable to the work performed on the Development, and shall not include, for example, intercompany profits resulting from members of an Affiliated group (within the meaning of Section 1504 of the Code) participating in the rehabilitation of the Development or payments received by such Affiliate due to early completion of the Development (or any portion thereof).
“Rating Agency” means Moody’s.
“Rating Category” means one of the rating categories of the Rating Agency for the specific type and duration of the applicable Permitted Investment.
“Rating Confirmation” means a letter of confirmation from the Rating Agency to the effect that the proposed action would not result in a withdrawal, suspension or downgrade of the rating then in effect on the Bonds.
“Rebate Analyst” means a certified public accountant, financial analyst or attorney, or any firm of the foregoing, or a financial institution (which may include the Trustee) experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of the Code and selected by the Borrower and at the expense of the Borrower.
“Rebate Fund” means the Rebate Fund created pursuant to the Indenture.
“Rebate Requirement” means the amount, if any, which is to be paid to the United States of America pursuant to Section 148(f) of the Code and the Indenture or to reduce the yield on investments to the yield on the Bonds pursuant to Section 148 of the Code.
“Record Date” means the 15th day of the month preceding the date on which interest is due and payable.
“Records” means the Official Records of Seminole County, Florida.
“Regulatory Agreement” means the Land Use Restriction Agreement dated as of March 1, 2026 by and among the Issuer, the Trustee and the Borrower relating to the Bonds and containing certain occupancy and income restrictions on the Development required by the Code, and any and all modifications thereof, amendments and Supplements thereto and substitutions therefor.

“Remarketing Agent” means initially RBC Capital Markets, LLC, and any successor Remarketing Agent that may be appointed by the Borrower.
“Remarketing Agreement” means the Remarketing Agreement, dated as of even date with the Indenture, between the Borrower and the Remarketing Agent.
“Remarketing Notice Parties” means the Borrower, the Issuer, the Trustee, the Remarketing Agent and the Rating Agency.
“Remarketing Rate” means the interest rate or rates established pursuant to the Indenture and borne by the Bonds then Outstanding from and including the Mandatory Tender Date to the Maturity Date.
“Requisition” means (a) the request signed by the Borrower Representative and the Issuer Servicer to make a disbursement from the Project Fund on a Construction Draw Date in the manner provided pursuant to the Indenture or (b) the request signed by the Borrower Representative or the Issuer to make a disbursement from the Costs of Issuance Fund in the manner provided pursuant to the Indenture.
“Resolution” means the resolution adopted by the Issuer on [	  ], 2026 duly authorizing and directing the issuance, sale and delivery of the Bonds.
“Responsible Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, senior associate, associate or other officer of the Trustee within the Trust Office (or any successor corporate trust office) customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trust Office because of such person’s knowledge of and familiarity with the particular subject and having direct responsibility for the administration of the Indenture.
“Revenues” means, all payments paid or payable to the Trustee in accordance with the Bond Loan Agreement, the Loan and the Note and all investment earnings derived or to be derived on any moneys or investments held by the Trustee under the Indenture, but excluding (a) amounts paid as fees, reimbursement for expenses or for indemnification of any Issuer Indemnified Party and the Trustee, (b) amounts paid to or collected by the Issuer in connection with any Unassigned Rights of the Issuer and (c) any Rebate Requirement.
“Securities Depository” means the Depository Trust Company, its successors and assigns, or any other securities depository for the Bonds designated by the Issuer or the Borrower to the Trustee in writing.
“Seller” means San Jose Apartments LLC, a Florida limited liability company. “SLGS” means United States Treasuries – State and Local Government Series.
“Special Limited Partner” means CDC Special Limited Partner, L.L.C., a Georgia limited liability company, and its permitted successors and assigns in their capacity as the special limited partner of the Borrower.

“S&P” means S&P Global Ratings, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Borrower.
“State” means the State of Florida.
“Supplement” or “Supplements” means any and all extensions, renewals, modifications, amendments, supplements and substitutions to the Indenture.
“Tax Certificates” means, collectively, the Arbitrage Certificate and the Proceeds Certificate.
“Term of Agreement” means the term of the Bond Loan Agreement as specified therein.
“Trust Estate” has the meaning given such term in the Granting Clauses of the Indenture. “Trust Office” means the corporate trust office of the Trustee located at the address set
forth in Article I of the Indenture or such other office designated by the Trustee from time to time, or such other offices as may be specified in writing to the Issuer by the Trustee.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, and authorized to exercise corporate trust powers in the State, having a corporate trust office in Jacksonville, Florida, and its successor or successors in the trust created by the Indenture.
“Trustee Indemnified Party” or “Trustee Indemnified Parties” means the Trustee, the past, present and future executives, employees and agents of the Trustee, individually and collectively, thereof.
“Trustee Fee” shall mean the Trustee’s initial acceptance fee of $3,500 plus reasonable fees and expenses of its counsel in conjunction with the issuance of the Bonds and the ongoing compensation and expenses payable to the Trustee as follows:
	the annual administration fees of the Trustee, for the ordinary services of the Trustee rendered under the Trust Indenture during each twelve-month period shall be $4,000), per annum, payable in $2,000 semiannual installments in advance on the Closing Date, and each [	] 1 and [	] 1 thereafter (the “Trustee Annual Fee”);
the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and/or reimbursement for extraordinary expenses incurred by it under the Trust Indenture as and when the same become due, including reasonable fees and expenses of legal counsel and internal default administrators (including fees prior to litigation, at trial or for appellate proceedings); provided, however, that the Trustee shall not be required to undertake any such extraordinary services unless provision for payment of extraordinary expenses satisfactory to the Trustee shall have been made; and

for purposes of the Bond Loan Agreement, indemnification of the Trustee by the Borrower.
“Unassigned Rights of the Issuer” and “Unassigned Rights” means the rights of the Issuer consisting of: (a) all rights which the Issuer Indemnified Parties may have under the Indenture, the Bond Loan Agreement and other Documents to indemnification by the Borrower and by any other persons and to payments for expenses incurred by the Issuer itself, or its officers, directors, officials, agents or employees; (b) the right of the Issuer to give and receive notices, reports or other information, make determinations and grant approvals under the Indenture and under the Documents; (c) the right of the Issuer to give and withhold consents and approvals under the Indenture and under the Documents; (d) the right of the Issuer to give and receive its fees and expenses pursuant to the Bond Loan Agreement and the Regulatory Agreement; (e) all rights of the Issuer not otherwise assigned to the Trustee to enforce the representations, warranties, covenants and agreements of the Borrower pertaining in any manner or way, directly or indirectly to the requirements of the Act or any requirements imposed by the Issuer with respect to the Development, or necessary to assure that interest on the Bonds is excluded from gross income for federal income tax purposes, as are set forth in any of the Documents or in any other certificate or agreement executed by the Borrower; (f) all rights of the Issuer in connection with any amendment to or modification of the Documents; and (g) all enforcement remedies with respect to the foregoing.
“Underwriter” means RBC Capital Markets, LLC.

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APPENDIX B DOCUMENT SUMMARIES
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
The Indenture contains terms and conditions relating to the issuance and sale of Bonds under it, including various covenants and security provisions, certain of which are summarized below. This summary does not purport to be comprehensive or definitive and is subject to all of the provisions of the Indenture to which reference is hereby made, a copy of which is on file with the Trustee. This summary uses various terms defined in the Indenture and such terms as used herein shall have the same meanings as so defined.
Funds and Accounts
The following trust funds are created by the Issuer under the Indenture to be held separately by the Trustee:
Bond Fund, and within the Bond Fund, a Capitalized Interest Account;
Project Fund, and within the Project Fund, a Proceeds Account, and an Equity Account;
Rebate Fund;
Expense Fund;
Collateral Fund; and
Costs of Issuance Fund.
Bond Fund. All Revenues received by the Trustee, except for funds deposited in the Bond Fund (including the Capitalized Interest Account therein) or the Collateral Fund on the Closing Date and any investment earnings thereon, shall be deposited, first, to the credit of the Expense Fund to the extent of any fees, costs, or expenses described under the caption “Expense Fund” below which are due and payable, and then to the Bond Fund. In accordance with the Indenture, for so long as the Bonds are outstanding under the Indenture, funds on deposit in the Proceeds Account of the Project Fund, the Collateral Fund or the Bond Fund (including the Capitalized Interest Account therein) shall not be deposited in the Expense Fund or otherwise used to pay fees, costs or expenses described under the caption “Expense Fund” below.
The funds on deposit in the Bond Fund shall be used by the Trustee to pay principal of and interest on the Bonds on each date a payment of principal or interest is due to be made, whether by maturity, scheduled Interest Payment Date or as a result of an early redemption of the Bonds.

In the event that amounts on deposit in the Bond Fund on any Interest Payment Date, the Optional Redemption Date, the Mandatory Tender Date, the Maturity Date or such other Bond payment date are insufficient to make the payment of principal of or interest on the Bonds when due, the Trustee shall transfer funds in the following order to the Bond Fund and use such funds, together with amounts then on deposit in the Bond Fund, to make such payments when due:
first, from amounts on deposit in the Capitalized Interest Account, if any;
second, from amounts on deposit in the Collateral Fund; and
third, from amounts on deposit in the Proceeds Account of the Project Fund.
So long as there are any Outstanding Bonds, payments due under the Note and the Bond Loan Agreement shall be deemed made by the Trustee’s transfer of funds on each Interest Payment Date from the Capitalized Interest Account, if any, or from the Collateral Fund to the Bond Fund, in an amount necessary to pay the interest on and principal (if any) of the Bonds.
Following receipt by the Trustee of a Cash Flow Projection provided by or on behalf of the Borrower, the Trustee is hereby authorized and directed to take the actions and disburse from the Bond Fund the amount of Preference Proof Moneys set forth in such Cash Flow Projection to or at the written direction of the Borrower.
Project Fund. The proceeds received upon the issuance and sale of the Bonds shall be deposited in the Proceeds Account of the Project Fund. Disbursements from the Project Fund shall be made upon the receipt by the Trustee of the following and shall be used solely to pay Costs of the Development incurred in connection with the acquisition and rehabilitation of the Development: (1) a request or requests therefor executed by the Borrower and the Issuer Servicer, upon a Requisition in substantially the form attached to the Indenture, (2) in the case of amounts requisitioned from the Proceeds Account, certification by a Borrower Representative that such Costs of the Development are Qualified Project Costs, and (3) in the case of requisitions from the Proceeds Account, confirmation from the Trustee that, immediately after such requested disbursement from the Proceeds Account, the sum of the moneys on deposit in the Proceeds Account of the Project Fund, the Bond Fund (including the Capitalized Interest Account therein) and the Collateral Fund, including earnings on Permitted Investments therein, will be sufficient at all times to pay the principal of and interest on the Bonds as and when they become due to the Mandatory Tender Date. On each date on which principal of or interest on the Bonds is due, the Trustee shall transfer a sufficient amount of funds from the Collateral Fund for deposit to the Bond Fund to enable the Trustee to make such payments as and when due. Disbursements of original issue premium in the Proceeds Account of the Project Fund will also be subject to the prior deposit of Collateral Payments or other Preference Proof Moneys into the Collateral Fund. Upon satisfaction of the conditions precedent set forth in this paragraph, and notwithstanding anything in the Bond Documents to the contrary, once the Trustee deposits a Collateral Payment, the Trustee is irrevocably and unconditionally obligated to disburse an equal amount of moneys from the Proceeds Account of the Project Fund in accordance with approved Requisitions.
Rebate Fund. In accordance with the provisions set forth in the Indenture, the Trustee shall deposit into the Rebate Fund amounts paid by the Borrower pursuant to the Arbitrage Rebate

Agreement. Moneys held in the Rebate Fund are not held for the benefit of the Owners and are not part of the Trust Estate. The Borrower will designate the Rebate Analyst. As further provided in the Arbitrage Rebate Agreement, the Borrower shall be responsible for causing the rebate calculations to be calculated by the Rebate Analyst and paying the Rebate Requirement. Neither the Issuer nor the Trustee shall be obligated to pay any portion of the Rebate Requirement (except from funds on deposit in the Rebate Fund). In addition, neither the Issuer nor the Trustee shall have any responsibility with respect to the calculation of the Rebate Requirement.
Any moneys held as part of the Rebate Fund and not immediately required to be paid to the United States pursuant to the Arbitrage Rebate Agreement shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative, in Government Obligations or in any money market or short -term investment fund investing in or consisting primarily of and secured by Government Obligations, including any such fund maintained by the Trustee or an affiliate thereof, having maturities consonant with the need for moneys as estimated by the Borrower.
Expense Fund. The Trustee shall deposit amounts received from the Borrower for the purpose of paying Trustee’s Fees, the Issuer Fee, the Issuer Servicer Fee and any other fees, costs or expenses required under the Bond Loan Agreement into the Expense Fund. The Trustee shall pay such amounts to the proper persons on the dates and in the amounts due. Amounts on deposit in the Expense Fund shall be withdrawn or maintained, as appropriate by the Trustee to pay (i) to the Trustee, the Trustee’s Fee, (ii) to or at the direction of, the Issuer, the Issuer Fee and the Issuer Servicer Fee, (iii) upon receipt, to the Trustee, any amounts due to the Trustee which have not been paid, other than amounts paid in accordance with clause (ii) hereof, and (iv) upon receipt, to, or at the direction of, the Issuer, the Issuer Fee or the Issuer Servicer Fee due and unpaid, other than amounts paid in accordance with clause (ii) above. Any amounts remaining in the Expense Fund after payment in full of the principal of and interest on the Bonds, payment of any and all fees and expenses due in accordance with the Indenture and the Bond Loan Agreement, and payment of all other costs associated with the discharge of the Bonds (or provision for payment thereof having been made as provided under the caption “Discharge of Lien” below) shall, upon written instruction to the Trustee from the Borrower (with a copy to the Issuer), be paid to the Borrower upon the expiration or sooner termination of the term of the Bond Loan Agreement notwithstanding the survival of certain provisions thereof.
Collateral Fund. Upon the Trustee’s receipt of (i) a disbursement request from the Borrower pursuant to the Indenture and the Bond Loan Agreement, and (ii) advice from the Lender or the Bridge Lender, as applicable, of the amount of the Collateral Payment which such party proposes to deliver to the Trustee for deposit into the Collateral Fund in exchange for the Trustee’s disbursement to, or at the direction of, such party of the same amount of Bond proceeds from the Proceeds Account of the Project Fund, the Trustee shall confirm to such party that the Trustee is irrevocably prepared to disburse to or at the written direction of such party an amount of Bond proceeds equal to the amount of the applicable Collateral Payment upon receipt by the Trustee of such funds. Such confirmation is a condition precedent to the Lender and the Bridge Lender making any Collateral Payments. Together with amounts on deposit in the Proceeds Account of the Project Fund and the Bond Fund (including the Capitalized Interest Account therein), amounts on deposit in the Collateral Fund, including any investment earnings thereon, shall be sufficient at all times to pay the principal of and interest on the Bonds to the Mandatory Tender Date or, if the

Bonds remain Outstanding, the earlier of the next succeeding mandatory tender date or the Maturity Date, as applicable. On each date on which principal of or interest on the Bonds is due, the Trustee shall transfer a sufficient amount of funds from the Collateral Fund for deposit to the Bond Fund to enable the Trustee to make such payments as and when due.
Allocation and Reallocation of Permitted Investments Deposited to the Collateral Fund and the Project Fund. On the Closing Date and from time to time thereafter, the Trustee shall allocate ownership of the Permitted Investments acquired pursuant to the Indenture and deposited for the benefit of the Proceeds Account of the Project Fund and the Collateral Fund as follows: The Trustee shall allocate to the Collateral Fund a percentage of such Permitted Investments equal to the amount of the Collateral Payments presented to the Trustee for deposit to the Collateral Fund on the Closing Date divided by the aggregate Outstanding principal amount of the Bonds plus original issue premium and multiplied by 100 (the “Initial Collateral Fund Percentage”) and the remainder (i.e., 100% minus the Initial Collateral Fund Percentage, referred to as the “Initial Project Fund Percentage”) shall be allocated to the Proceeds Account of the Project Fund. On each subsequent month when an additional Collateral Payment is presented to the Trustee for deposit to the Collateral Fund (the “Subsequent Allocation Date”), the dollar amount of such Collateral Payment shall be added to all prior Collateral Payments so deposited, and the percentage of such Permitted Investments allocated to the Collateral Fund shall be adjusted to that percentage equal to the aggregate Collateral Payments through such date divided by the aggregate Outstanding principal amount of the Bonds plus original issue premium and multiplied by 100 (the “Collateral Fund Percentage”) and the remainder (i.e., 100% minus the Collateral Fund Percentage, referred to as the “Project Fund Percentage”) shall be allocated to the Proceeds Account of the Project Fund. On each Subsequent Allocation Date, the Trustee shall be deemed to have liquidated that portion of the Permitted Investments allocated to the Proceeds Account of the Project Fund and purchased equivalent Permitted Investments to be allocated to the Collateral Fund. In the event that the purchase price of the Permitted Investments is less than the Outstanding principal amount of the Bonds plus original issue premium, this paragraph shall be read by substituting the phrase “the purchase price of the Permitted Investments” in lieu of “the Outstanding principal amount of the Bonds” where such phase appears.
Notwithstanding anything to the contrary in the Indenture or the Bond Documents, it is the purpose and intent of the Issuer that the proceeds of the Bonds be expended on Qualified Project Costs and that the proceeds of the New Lender Loan and the Bridge Loan be deposited in the Collateral Fund. The parties covenant and agree that the foregoing can be accomplished by either
(i) tracing direct expenditures or (ii) adhering to the allocation and accounting rules set forth in Treasury Regulation 1.148-6 which allow for bond proceeds to be deemed expended for federal income tax purposes in the manner allocated by the Issuer notwithstanding the actual use of bond proceeds to the contrary. On the Closing Date, $[	]* of the Bond proceeds will be expended on (or allocated to) Qualified Project Costs including, without limitation, costs incurred for or in connection with the acquisition of the Development and reimbursement for certain eligible expenditures incurred by the Borrower in connection with the predevelopment of the Development, all as set forth in the requisition delivered by the Borrower on the Closing Date. The Trustee is authorized to use the Bonds for other Development purposes as expressly set forth in the Indenture provided, and on the condition, that the Bonds are ratably allocated to Qualified

* Preliminary; subject to change.

Project Costs within 18 months after the later of the date such expenditure is made or the date the Development is placed in service, but in all events by the date that is 60 days after the earlier of the fifth anniversary of the Closing Date or the redemption of the Bonds (or at such earlier times as may be required under Section 148 of the Code and the application regulations of the Treasury Department related thereto). The Issuer covenants with the Trustee to maintain accurate books and records sufficient to establish such a ratable method of accounting for the Bonds, all of which shall be subject to the inspection and use of the Borrower and of its partners and their respective attorneys upon demand during normal business hours.
Costs of Issuance Fund. On or before the Closing Date the Borrower shall deliver the Costs of Issuance Deposit to the Trustee. On the Closing Date, the Trustee shall deposit or transfer, as applicable, the Costs of Issuance Deposit into the Costs of Issuance Fund as designated in the closing memorandum prepared by the Underwriter and executed by the Borrower in connection with the issuance of the Bonds.
Except as otherwise described under this caption, the amounts deposited in the Costs of Issuance Fund shall be expended for Costs of Issuance and for no other purpose. On the Closing Date, the Trustee shall disburse amounts from the Costs of Issuance Fund as designated in the closing memorandum prepared by the Underwriter and executed by the Borrower in connection with the issuance of the Bonds. After the Closing Date, the Trustee shall disburse amounts from the Costs of Issuance Fund as designated in a Requisition in the form attached as an exhibit to the Indenture, executed by the Borrower (and approved by the Lender, if applicable), specifying in detail the amount which constitutes Costs of Issuance to be paid or reserved to be paid under this caption, and the respective firms or persons to whom such payments are to be made. The Trustee shall make the payments specified therein concurrently with or as soon as may be practicable after the delivery of such Requisition.
Any moneys remaining in the Costs of Issuance Fund twelve (12) months after the Closing Date and not needed to pay still unpaid Costs of Issuance will be returned to the Borrower upon the written instruction to the Trustee from the Borrower, in accordance with the provisions described under the caption “Payment of Excess Moneys” below. Upon final disbursement, the Trustee shall close the Costs of Issuance Fund.
Payment of Excess Moneys. Any amounts remaining in the Costs of Issuance Fund after the payment in full of all Costs of Issuance shall be paid to the Borrower in accordance with the provisions described under the caption “Costs of Issuance Fund” above, and any amounts remaining in the Collateral Fund or the Bond Fund (except for amounts then held by the Trustee in the Bond Fund for payment of principal of, or interest on, any of the Bonds) after payment in full of the principal of and interest on the Bonds, payment of any and all fees and expenses due in accordance with the Indenture and the Bond Loan Agreement, and payment of all other costs associated with the discharge of the Bonds (or provision for payment thereof having been made as provided under the caption “Discharge of Lien” below) shall, upon written instruction to the Trustee from the Borrower (with a copy to the Issuer), be paid to the Borrower upon the expiration or sooner termination of the term of the Bond Loan Agreement notwithstanding the survival of certain provisions thereof, subject to the provisions of the Indenture.

Investment of Funds and Accounts
Subject to the provisions described under the caption “Allocation and Reallocation of Permitted Investments Deposited to the Collateral Fund and the Project Fund” above, amounts on deposit in the Proceeds Account of the Project Fund, the Collateral Fund and the Bond Fund shall be invested at all times in Permitted Investments.
On the Closing Date, the Trustee is directed to purchase Permitted Investments with respect to the investment of certain amounts on deposit in the Proceeds Account of the Project Fund (except for amounts to be disbursed on the Closing Date in accordance with an approved Requisition), the Collateral Fund and the Bond Fund (including the Capitalized Interest Account therein), the principal and interest of which will be sufficient to pay principal and interest on the Bonds when due up to and on the Mandatory Tender Date. Such investment instructions to the Trustee shall be detailed in the closing memorandum prepared by the Underwriter and signed by the Borrower. All interest earned from the foregoing investments shall be deposited in the Bond Fund. In the event that any investments in the Proceeds Account of the Project Fund, the Bond Fund, or the Collateral Fund must be liquidated prior to the Mandatory Tender Date, such investments shall be liquidated under the Indenture.
Any Permitted Investments in the Collateral Fund, the Proceeds Account of the Project Fund, or Bond Fund maturing before the Mandatory Tender Date that are not used to redeem bonds shall be reinvested as directed in writing by the Borrower in Permitted Investments under clause (i), (ii) or (iii) of the definition of Permitted Investments and in the absence of such direction shall be invested as specified in clause (iii).
After the Mandatory Tender Date, if the Bonds remain outstanding, the Trustee shall purchase Permitted Investments at the written direction of the Borrower, the principal and interest of which, along with amounts on deposit in the Capitalized Interest Account, if any, will be sufficient to pay principal and interest on the earlier of the subsequently established Mandatory Tender Date or the Maturity Date.
Any investment under the Indenture shall comply with Section 148 of the Code. The Trustee may not sell any investment at a loss, unless being sold pursuant to a redemption, as required to restrict or limit the yield on the investment of any moneys under the Indenture or in connection with an acceleration as set forth under the caption “Events of Default and Acceleration” below.
The investments described in each of the above paragraphs shall be made by the Trustee pursuant to the direction provided by the Indenture and in accordance with the written direction of the Borrower to be provided on the Closing Date, which shall remain in effect until further written direction is provided by the Borrower. After the Closing Date, the Trustee shall purchase, sell or exchange Permitted Investments at the written direction of the Borrower pursuant to a Cash Flow Projection delivered to the Trustee by or on behalf of the Borrower with written confirmation that such Cash Flow Projection has been provided to the Rating Agency. In the absence of investment instructions from the Borrower, the Trustee shall invest the moneys held in the Proceeds Account of the Project Fund, Bond Fund or Collateral Fund in the money market fund described in clause (iii) of the definition of Permitted Investments.

Amounts, if any, on deposit in the Costs of Issuance Fund, until disbursed or returned to the Borrower pursuant to the Indenture, shall be invested in Permitted Investments at the written direction of the Borrower. The Expense Fund shall be invested in Permitted Investments at the written direction of the Borrower. In the absence of investment instructions from the Borrower, the Trustee shall not be responsible or liable for keeping the moneys held in the Costs of Issuance Fund or the Expense Fund under the Indenture fully invested in Permitted Investments. The Trustee may conclusively rely upon the Borrower’s written instructions as to both the suitability and legality of the directed investments.
Investment of Rebate Fund
Any moneys held as part of the Rebate Fund, and not immediately required for the purposes of the Rebate Fund, shall be invested or reinvested by the Trustee, at the written direction of the Borrower Representative, in Government Obligations or in any money market or short-term investment fund investing in or consisting primarily of and secured by Government Obligations, including any such fund maintained by the Trustee or an affiliate thereof having maturities consistent with the need for funds as estimated by the Borrower. In the absence of investment instructions from the Borrower Representative, the Trustee shall not be responsible or liable for keeping the moneys held as part of the Rebate Fund fully invested in Government Obligations or in any money market or short-term investment fund investing in or consisting primarily of and secured by Government Obligations.
Discharge of Lien
If and when the Bonds secured by the Indenture shall become due and payable in accordance with their terms as provided in the Indenture, or otherwise, and the whole amount of the principal and the interest so due and payable upon all of the Bonds, together with all other amounts payable under the Indenture by the Issuer and all fees and expenses of the Trustee and the Issuer, shall be paid, or provision shall have been made for the payment of the same, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Issuer to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon request of the Borrower, the Trustee shall turn over to the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, any surplus in the Collateral Fund and all balances remaining in any other fund created under the Indenture and shall assign and transfer to the Borrower all other property then held by the Trustee under the Indenture and shall execute such documents as may be reasonably required by the Borrower.
If and when the Trustee shall hold sufficient moneys under the Indenture, as verified to the Trustee in writing by an Independent public accounting firm of national reputation or other firm similarly experienced in performing such computations, to provide for payment of the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all the Bonds, together with all other amounts (exclusive of amounts in the Rebate Fund or the Expense Fund) payable or which may thereafter become payable under the Indenture by the Issuer, notwithstanding that all the Bonds have not yet become due and payable and that consequently the right, title and interest of the Trustee in and to the Trust Estate shall not have ceased, terminated and become void as described in the prior paragraph, the Trustee, on demand

of the Borrower, shall deposit with the Borrower, so long as there shall have occurred no Event of Default which is uncured and continuing, or to such person, body or authority as may be entitled to receive the same, any surplus in the Collateral Fund in excess of the amount sufficient to pay the whole amount of the principal and interest due and payable and thereafter to become due and payable upon all Bonds together with all other amounts payable or which may thereafter become payable under the Indenture by the Issuer or the Borrower.
All Outstanding Bonds shall, prior to the maturity thereof, be deemed to have been paid within the meaning and with the effect described above if (a) there shall have been deposited with the Trustee (as verified to the Trustee in writing by an Independent public accounting firm of national reputation or other firm similarly experienced in performing such computations) either
(i) moneys in an amount which shall be sufficient, or (ii) Government Obligations which are not subject to redemption prior to maturity, the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal and interest due and to become due on such Bonds on the Maturity Date or Mandatory Tender Date, as applicable, and (b) the Borrower shall have given the Trustee, in form satisfactory to it irrevocable instructions to give, as soon as practicable, a notice to the Holders of such Bonds and the Rating Agency that the deposit required by (a) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with the provisions described under this caption and stating such maturity upon which moneys are to be available for the payment of the principal and interest on such Bonds.
Events of Default and Acceleration
The following events shall constitute an “Event of Default” under the Indenture:
any interest on any Bond is not paid on the date on which the same becomes due;
or
the principal of any Bond is not paid on the date on which the same becomes due,
whether at the stated maturity thereof, by acceleration or otherwise; or
an Event of Default occurs under the Bond Loan Agreement; or
the Issuer fails to duly and promptly perform, comply with, or observe any covenant, condition, agreement or provision (other than as described in (a) or (b) above) contained in the Bonds or in the Indenture on the part of the Issuer to be performed, and such failure shall continue for a period of 90 days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer, the Borrower and the Investor Limited Partner by the Trustee, which notice may be given by the Trustee in its discretion and shall be given at the written request of the Holders of not less than 100% in principal amount of the Bonds then Outstanding; provided, however, that if such default be such that it is correctable but cannot be corrected within 90 days, it shall not be an Event of Default if the Issuer, the Borrower or the Investor Limited Partner is taking appropriate corrective action to cure such failure and if such failure will not impair the security for the Loan or the Bonds.
If any Loan payment required under the Bond Loan Agreement to avoid a default described in (a) or (b) above shall not have been received at the close of business on the last business day

preceding the day on which payment must be made to avoid a default under such (a) or (b), the Trustee shall use its best efforts to give telephonic notice of such default to the Borrower and the Investor Limited Partner of Borrower, which telephonic notice shall be confirmed by written notice to the Borrower and the Investor Limited Partner of Borrower. If any other default shall occur under the provisions described under this caption, the Trustee shall, within five days after having actual knowledge of such default, use its best efforts to give written notice of such default to the Issuer, the Borrower, the Investor Limited Partner, the Holders of the Bonds and the Rating Agency. A default or an Event of Default described in (a) through (d) above shall occur even though the Trustee fails to give the notice required by this paragraph, the giving of such notice being intended solely to aid in the enforcement of the rights of Bondholders and not in limitation of such rights.
If an Event of Default specified in (a) or (b) above shall occur and be continuing, the Trustee, may, and upon written request of the Holders of not less than 51% in aggregate principal amount of the Bonds then Outstanding shall, declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Borrower, and the Rating Agency, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided in such notice, anything in the Indenture or in the Bonds to the contrary notwithstanding.
If an Event of Default specified in (c) or (d) above shall occur and be continuing, the Trustee, upon written request of the Holders of not less than 100% in aggregate principal amount of the Bonds then Outstanding, shall declare the principal of all Bonds then Outstanding to be immediately due and payable by notice in writing to that effect delivered to the Issuer, the Borrower and the Rating Agency, and upon such declaration such principal, together with interest accrued thereon, shall become immediately due and payable at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwithstanding.
The Investor Limited Partner shall be entitled (but not obligated) to cure any Event of Default under the Indenture within the time frame provided to the Borrower thereunder. The Issuer and the Trustee agree that a cure of any default or Event of Default made or tendered by the Investor Limited Partner shall be deemed to be a cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower.
Remedies
Upon the happening of any Event of Default, then and in every such case the Trustee in its discretion may, and upon the written request of the Holders of not less than 51% in principal amount of the Bonds then Outstanding and receipt of satisfactory indemnity, shall:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, and require the Issuer or the Borrower to carry out any agreements with or for the benefit of the Bondholders and to perform its or their duties under the Act and the Documents including, but not limited to, foreclosing upon the security interest in or otherwise using funds on deposit in the Collateral Fund;
bring suit upon the Bonds; or

by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders.
Notwithstanding anything contained in the Indenture to the contrary, upon the occurrence and continuance of an Event of Default, before taking any action which may subject the Trustee to liability under any environmental law, statute, regulation or similar requirement relating to the environment, the Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance be furnished for the payment or reimbursement of all expenses to which it may be put and to protect it against all liability resulting from any claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and expenses which may result from such action.
No Interference or Impairment of Lender Loans
Notwithstanding anything in the Indenture to the contrary, none of the Issuer, the Trustee nor any other person shall:
initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Lender Loans; or
interfere with or attempt to interfere with or influence the exercise by the Lender of any of its rights under the Lender Loans, including, without limitation, the Lender remedial rights under the Lender Loans upon the occurrence of an event of default by the Borrower under the Lender Loans.
The foregoing prohibitions and limitations shall not be construed to affect the Unassigned Rights of the Issuer or to limit the rights of the Issuer to enforce its rights against the Borrower under the indemnification provisions of the Indenture so long as it does not violate HUD Program Obligations (as defined in the HUD Regulatory Agreements).
Notwithstanding anything in the Indenture to the contrary, any right of the Issuer or the Trustee to take any action at law or in equity to enforce the obligations, covenants and agreements of the Borrower under the Indenture which includes any claim for indemnification, damages or any other monetary obligation sought to be enforced shall be subject and subordinate in all respects to the repayment in full of all amounts due under the Lender Loan Documents.
No subsequent owner of the Development shall be liable or obligated for the breach or default of any obligation of any prior Borrower unless specifically assumed in writing by a subsequent Borrower, including, but not limited to, any payment or indemnification obligation. Such obligations shall be personal to the person who was the Borrower at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned by the default or breach even after such person ceases to be the Borrower with regards the Development.
Promptly upon determining that an Event of Default under the Indenture has occurred, the Issuer or the Trustee shall, by notice in writing to the Lender, inform the Lender that such Event of Default has occurred, the nature of such Event of Default and that such Event of Default has

been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; notwithstanding the occurrence of such Event of Default, neither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Lender Loans or to foreclose on the Lender Mortgages.
Amendments to Indenture and Bond Loan Agreement Not Requiring Consent of Bondholders
The Issuer and the Trustee may, from time to time and at any time, without the consent of Bondholders, enter into agreements supplemental to the Indenture and the Bond Loan Agreement as follows:
to specify and determine any matters and things relative to Bonds which shall not materially adversely affect the interest of the Bondholders;
to cure any formal defect, omission or ambiguity in the Indenture or the Bond Loan Agreement if such action does not materially adversely affect the rights of the Bondholders;
to grant to or confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with the Indenture as theretofore in effect;
to add to the covenants and agreements of the Issuer in the Indenture or the Bond Loan Agreement other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Indenture or the Bond Loan Agreement as theretofore in effect;
to add to the limitations and restrictions in the Indenture or the Bond Loan Agreement, other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Indenture or the Bond Loan Agreement as theretofore in effect;
to confirm, as further assurance, any pledge under and the subjection to any claim, lien or pledge created, or to be created by, the Indenture, of the Revenues or of any other moneys, securities or funds; or
to modify, amend or supplement the Indenture or the Bond Loan Agreement in any respect which, in the judgment of the Trustee, is not materially adverse to the interests of the owners of the Bonds.
Before the Issuer shall enter into any agreement supplemental to the Indenture pursuant to the provisions described under this caption, there shall have been filed with the Trustee an opinion of Bond Counsel stating that such supplemental indenture is authorized or permitted by the Indenture and complies with its terms, and that upon adoption it will be valid and binding upon the Issuer in accordance with its terms. The opinion of Bond Counsel filed with the Trustee shall also state that the effectiveness of the supplemental indenture will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
The Trustee shall send written notice to the Rating Agency, the Remarketing Agent and the Borrower of any amendment to the Indenture or the Bond Loan Agreement.

Amendments to Indenture Requiring Consent of Bondholders
Subject to the terms and provisions of the Indenture and not otherwise, the Holders of not less than 66 2/3% in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the execution and delivery by the Issuer and the Trustee of any agreement supplemental to the Indenture as shall be deemed necessary or desirable by the Issuer and the Trustee for the purposes of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in the Indenture; provided, however, that, unless approved in writing by the Holders of all of the Bonds then Outstanding, nothing in the Indenture contained shall permit, or be construed as permitting, (i) a change in the terms of maturity of the principal of or the interest on any Outstanding Bond, or a reduction in the principal amount of any Outstanding Bond or the rate of interest thereon, or (ii) the creation of a claim or lien upon, or a pledge or assignment of, the Trust Estate ranking prior to or on a parity with the claim, lien, assignment or pledge created by the Indenture, or the release of the Trust Estate or any part thereof (except to the extent permitted pursuant to the Documents), or (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iv) a reduction in the aggregate principal amount of the Bonds required for any action or consent by Bondholders set forth in the Indenture, including (without limitation) that required for consent to such supplemental indentures. The provisions of the Indenture shall not limit or otherwise affect the ability of the Issuer to enter into agreements supplemental to the Indenture without the consent of the Bondholders pursuant to the provisions described under the caption “Amendments to Indenture and Bond Loan Agreement Not Requiring Consent of Bondholders” above.
The Trustee shall send written notice to the Rating Agency of any amendment to the Indenture, the Bond Loan Agreement, the Note, or the Bonds. A copy of such notice will also be sent to Borrower’s Investor Limited Partner at the Notice Address set forth in the Indenture.

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SUMMARY OF CERTAIN PROVISIONS OF THE BOND LOAN AGREEMENT
The Bond Loan Agreement contains terms and conditions relating to the issuance and sale of the Bonds certain of which are summarized below. This summary does not purport to be comprehensive or definitive and is subject to all of the provisions of the Bond Loan Agreement to which reference is hereby made, copies of which are on file with the Trustee. This summary uses various terms defined in the Bond Loan Agreement and such terms as used herein shall have the same meanings as so defined.
Loan of Proceeds
The Issuer agrees, upon the terms and conditions contained in the Bond Loan Agreement and the Indenture, to lend to the Borrower the proceeds received by the Issuer from the sale of the Bonds. Such proceeds shall, in accordance with the terms of the Indenture, be disbursed to or on behalf of the Borrower from the Proceeds Account of the Project Fund to pay Costs of the Development in the manner consistent with the Tax Certificates. The Trustee shall make disbursements from the Project Fund as provided in the Indenture, and pursuant to the closing memorandum or upon receipt of a Requisition in substantially the form attached to the Indenture. The Borrower agrees that the moneys transferred by the Trustee from the Proceeds Account of the Project Fund shall only be disbursed for Qualified Project Costs as permitted by the Tax Certificates.
Borrower Required to Pay in Event Project Fund Insufficient
In the event the moneys in the Project Fund available for payment of the Costs of the Development are not sufficient to pay the Costs of the Development in full, the Borrower agrees to complete the Development and to pay that portion of the Costs of the Development in excess of the moneys available therefor in the Project Fund. The Issuer does not make any warranty, either express or implied, that the moneys paid into the Project Fund and available for payment of the Costs of the Development will be sufficient to pay all of the Costs of the Development. The Borrower agrees that if after exhaustion of the moneys in the Project Fund, the Borrower should pay any portion of the Costs of the Development pursuant to the provisions described under this caption, the Borrower shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or the Holders of any of the Bonds, nor shall the Borrower be entitled to any diminution of the amounts payable under the Bond Loan Agreement. Notwithstanding the foregoing, the terms, conditions and covenants described under this caption do not in any way affect the ability of the Issuer to pursue its rights and remedies under the Guarantor Documents.
Amounts Payable
On or prior to the Closing Date, the Borrower shall deliver or cause to be delivered the Capitalized Interest Deposit, if any, to the Trustee for deposit to the Capitalized Interest Account.
The Borrower has covenanted and agreed to repay the Loan on or before any date that any payment of interest or principal is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in the

Capitalized Interest Account, if any, and the Collateral Fund, will enable the Trustee to pay the amount payable on such date as principal of (whether at maturity or acceleration or otherwise) and interest on the Bonds as provided in the Indenture. Deposits into the Bond Fund for payments by the Trustee of principal and interest on the Bonds from amounts in the Capitalized Interest Account, if any, or the Collateral Fund shall be credited against the Borrower’s obligation to pay principal and interest on the Loan.
It is understood and agreed that all payments of principal and interest payable by the Borrower as described under this caption will be assigned by the Issuer in accordance with the terms of the Indenture to the Trustee for the benefit of the Holders of the Bonds (excluding amounts on deposit in the Rebate Fund). The Borrower consents to such assignment.
In the event the Borrower should fail to make any of the payments described under this caption, the item or installment so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid, and the Borrower agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the rate of interest borne by the Bonds.
New Lender Loan and Bridge Loan to Borrower
To provide and secure funds for the repayment of the Loan, and to provide for the delivery of Collateral Payments, the Borrower shall concurrently with the execution and delivery of the Bond Loan Agreement obtain the New Lender Loan from the Lender and the Bridge Loan from the Bridge Lender. The Borrower will promptly take all necessary actions on its part to close the New Lender Loan and the Bridge Loan and to satisfy all other terms and conditions and requirements with respect thereto.
The Lender and the Bridge Lender, as applicable, will advance funds in an aggregate amount not to exceed $[	]* to comprise Collateral Payments to the Trustee for deposit into the Collateral Fund conditioned upon the Trustee unconditionally and irrevocably disbursing an equal amount of Bond proceeds from the Proceeds Account of the Project Fund. Upon receipt by the Trustee of a Collateral Payment, the Trustee shall be unconditionally and irrevocably obligated to concurrently disburse an equal amount from the Proceeds Account of the Project Fund to or at the written direction of the Lender or the Bridge Lender, if applicable; provided however, if the Trustee is unable to concurrently disburse funds from the Proceeds Account of the Project Fund, it must immediately wire back to the Lender or Bridge Lender, as applicable, such Collateral Payment.
Defaults Defined
The following shall be “Defaults” under the Bond Loan Agreement and the term “Default” shall mean, whenever it is used in the Bond Loan Agreement, any one or more of the following events:

* Preliminary; subject to change.

failure by the Borrower to pay any amount required to be paid under the Bond Loan Agreement; or
failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Bond Loan Agreement, other than as referred to in subparagraph (a) above or failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed in the Tax Certificates, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, will have been given to the Borrower by the Issuer or the Trustee; provided, with respect to any such failure described in this subparagraph (b), no event of default will be deemed to have occurred so long as a course of action adequate to remedy such failure will have been commenced within such 60 day period and will thereafter be diligently prosecuted to completion and the failure will be remedied thereby; or
the dissolution or liquidation of the Borrower, or the voluntary initiation by the Borrower of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Borrower of any such proceeding which shall remain undismissed for ninety
(90) days, or failure by the Borrower to promptly have discharged any execution, garnishment or attachment of such consequence as would impair the ability of the Borrower to carry on its operations at the Development, or assignment by the Borrower for the benefit of creditors, or the entry by the Borrower into an agreement of composition with its creditors or the failure generally by the Borrower to pay its debts as they become due; or
the occurrence and continuance of an Event of Default under the Indenture.
The provisions of subparagraph (b) above are subject to the following limitation: if by reason of force majeure it is impossible for the Borrower in whole or in part, despite its best efforts, to carry out any of its agreements contained in the Bond Loan Agreement, the Borrower shall not be deemed in Default during the continuance of such inability. Such force majeure event does not affect any obligations of the Borrower other than the timing of performance of such obligations. The term “force majeure” as used herein shall mean, without limitation, the following: acts of God; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or of any of their departments, agencies or officials, or of any civil or military authority; insurrections; riots; terrorism; landslides; earthquakes; fires; storms; droughts; floods; hurricanes; or explosions; not reasonably within the control of the Borrower. The Borrower agrees, however, to use its best efforts to remedy with all reasonable dispatch the cause or causes preventing the Borrower from carrying out its agreement.
Remedies on Default
A copy of any notice of default provided to Borrower under any of the Borrower Documents shall also be provided to the Investor Limited Partner and the Lender. Whenever any Default as described under the caption “Defaults Defined” above shall have happened and be continuing beyond the expiration of any applicable cure period, the Trustee, or the Issuer (in the event the Trustee fails to act), may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce

performance and observance of any obligation, agreement or covenant of the Borrower under the Bond Loan Agreement, the Note, the Regulatory Agreement or any other Document in the event of default thereunder. Any amounts collected pursuant to action taken under this caption shall be paid into the Collateral Fund.
No Remedy Exclusive
Subject to the provisions described in “APPENDIX B - DOCUMENT SUMMARIES - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Events of
Default and Acceleration,” no remedy in the Bond Loan Agreement conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Bond Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power nor shall it be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in the Bond Loan Agreement, it shall not be necessary to give any notice, other than such notice as may be required in the Bond Loan Agreement. Such rights and remedies as are given to the Issuer under the Bond Loan Agreement shall also extend to the Trustee, and the Trustee and the Holders of the Bonds, subject to the provisions of the Indenture, including, but not limited to the Unassigned Rights of the Issuer, shall be entitled to the benefit of all covenants and agreements contained in the Bond Loan Agreement.
No Additional Waiver Implied by One Waiver
In the event any agreement contained in the Bond Loan Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach under the Bond Loan Agreement.
Right to Cure
Notwithstanding anything to the contrary in the Bond Loan Agreement or otherwise in the Borrower Documents, if the Borrower shall, for whatever reason, at any time fail to pay any amount or perform any act which it is obligated to pay or perform under any of the Borrower Documents and, as a result, a default or event of default occurs or may occur thereunder, the Investor Limited Partner shall receive a notice of any such events under the Borrower Documents and shall have the right to perform such act or pay such amount on behalf of the Borrower and thereby cure or prevent such default or event of default, provided such default or event of default is cured within any applicable cure period or grace period provided to the Borrower in the Bond Loan Agreement or otherwise in the Borrower Documents. Any cure of any event of default by the Investor Limited Partner under the Borrower Documents shall be deemed a cure by Borrower thereunder.
No Interference or Impairment of Lender Loans
Notwithstanding anything in the Bond Loan Agreement to the contrary, none of the Issuer, the Trustee nor any other person shall:

initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Lender Loans; or
interfere with or attempt to interfere with or influence the exercise by the Lender of any of its rights under the Lender Loans, including, without limitation, the Lender remedial rights under the Lender Loans upon the occurrence of an event of default by the Borrower under the Lender Loans.
The foregoing prohibitions and limitations shall not be construed to affect the Unassigned Rights of the Issuer or to limit the rights of the Issuer to enforce its rights against the Borrower under the indemnification provisions of the Bond Loan Agreement so long as it does not cause the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future.
Notwithstanding anything in the Bond Loan Agreement to the contrary, any right of the Issuer or the Trustee to take any action at law or in equity to enforce the obligations, covenants and agreements of the Borrower under the Bond Loan Agreement which includes any claim for indemnification, damages or any other monetary obligation sought to be enforced shall be subject and subordinate in all respects to the repayment in full of all amounts due under the Lender Loan Documents.
No subsequent owner of the Development shall be liable or obligated for the breach or default of any obligation of any prior Borrower unless specifically assumed in writing by a subsequent Borrower, including, but not limited to, any payment or indemnification obligation. Such obligations shall be personal to the person who was the Borrower at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned by the default or breach even after such person ceases to be the Borrower with regards the Development.
Promptly upon determining that an Event of Default under the Bond Loan Agreement has occurred, the Issuer or the Trustee shall, by notice in writing to the Lender, inform the Lender that such Event of Default has occurred, the nature of such Event of Default and that such Event of Default has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; notwithstanding the occurrence of such Event of Default, neither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Lender Loans or to foreclose on the Lender Mortgages.
No Pecuniary Liability of the Issuer
All obligations of the Issuer incurred under any of the Bond Documents shall be limited obligations of the Issuer, payable solely and only from the Trust Estate. The Bonds shall be payable solely from the Revenues and other funds pledged under the Indenture for the payment of the Bonds, and no owner or owners of any of the Bonds shall ever have the right to compel any exercise of the taxing power of the State or any political subdivision or other public body of the State, nor to enforce the payment of the Bonds against any development of the Issuer, the State or

any such political subdivision or other public body, except as provided in the Indenture. No member, officer, agent, director, employee, or attorney of the Issuer, including any person executing the Bond Loan Agreement or the Indenture on behalf of the Issuer, shall be liable personally under the Bond Loan Agreement or the Indenture for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on the Bonds, or for any claim based on the Bonds, or otherwise in respect of the Bonds, or based in or in respect of the Bond Loan Agreement or any amendment to the Bond Loan Agreement, against any member, officer, agent, director, employee or attorney of the Issuer, as such, of the Issuer or any successor whether by virtue of any constitution, statute or rule of law, or by enforcement of any assessment or penalty or otherwise; all such liability is, by acceptance of the Bond Loan Agreement and as part of the consideration for the issuance of Bonds, expressly waived and released. The Issuer has no taxing power.
Amendments, Changes and Modifications
Subsequent to the issuance of the Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), and except as otherwise expressly provided in the Bond Loan Agreement, the Bond Loan Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the Trustee, in accordance with the provisions of the Indenture.  See “APPENDIX B - DOCUMENT SUMMARIES –SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE - Amendments to Indenture and Bond Loan Agreement Not Requiring Consent of Bondholders” and “Amendments to Indenture Requiring Consent of Bondholders” as provided herein.

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SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT
The Regulatory Agreement contains terms and conditions relating to the issuance and sale of Bonds under it, including various covenants and security provisions, certain of which are summarized below. This summary does not purport to be comprehensive or definitive and is subject to all of the provisions of the Regulatory Agreement which reference is hereby made, a copy of which is on file with the Trustee. This summary uses various terms defined in the Regulatory Agreement and such terms as used herein shall have the same meanings as so defined.
The Borrower will execute the Regulatory Agreement with respect to the Development. The Regulatory Agreement contains representations and covenants of the Borrower concerning the acquisition, construction and equipping of the Development and the tax-exempt status of the Bonds that must be complied with continuously subsequent to the date of issuance of the Bonds in order that interest on the Bonds be excluded from gross income for federal income tax purposes.
As used herein:
“80% Low Income Tenants” means one or more natural persons or a family, the total annual adjusted gross household income of which does not exceed eighty percent (80%) of the median annual adjusted gross income for households within the state, or eighty percent (80%) of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Act” shall mean the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No.81-4 enacted on September 28, 1981, and effective November 3, 1981, the Interlocal Agreement between the Issuer and Seminole County dated October 22, 2024 and other applicable provisions of law.
“Ad Valorem Tax Exemption” for the purposes of this Agreement means Section 196.1978(4), Florida Statutes (2023).
“Ad Valorem Compliance Period” means the extended sixty-nine (69) year compliance period required by the Ad Valorem Tax Exemption and Section 27 hereof.
“Area Median Gross Income” shall mean the median gross income for the area in which the Project is located as determined under Section 8 of the United States Housing Act of 1937 (or, if such program is terminated, under such program as in effect immediately before such termination) and the multifamily tax subsidy income limits as published annually by the United States Department of Housing and Urban Development (“HUD”).
“Available Units” means residential units in a residential rental project that are actually occupied and residential units in the project that are unoccupied and have been leased at least once after becoming available for occupancy.
“Certificate of Continuing Program Compliance” means the certificate, substantially in the form attached to the Regulatory Agreement, as such form may be revised by the Issuer from time

to time, required to be delivered by the Borrower to the Issuer pursuant to the Regulatory Agreement.
“Closing Date” shall mean the date the Bonds are delivered to the initial purchaser or purchasers thereof against payment therefor.
“Code” means the Internal Revenue Code of 1986, as amended, and with respect to a specific section thereof such reference shall be deemed to include (a) the applicable Regulations promulgated or proposed under such section or any previous corresponding section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the applicable regulations promulgated or proposed under the provisions described in (b) and (c).
“Completion Date” shall mean (i) the construction of the Project has been substantially completed and all units are available for occupancy and the Project has been placed in service for purposes of Section 42 of the Code, and (ii) there are no liens on the Project (other than Permitted Encumbrances) as evidenced by a certificate of completion from the Borrower.
“Compliance Monitoring Fee” shall mean the fees and expenses to be paid to the Trustee for payment to the Compliance Monitoring Agent pursuant to the Compliance Monitoring Agreement.
“County” means Osceola County, Florida.
“Loan Agreement” shall mean the Loan Agreement dated as of [	] 1, 2026, by and between the Issuer and the Borrower,
“Income Certification” shall mean a Tenant Income Certification substantially in the form of an exhibit attached to the Regulatory Agreement, as such form may be revised by the Issuer from time to time and in any event containing the information as may be required by applicable written rules, rulings, policies, procedures, regulations or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under Section 142(d) of the Code.
“Land” means the real property described in an exhibit to the Regulatory Agreement. “Loan” shall mean the loan made to the Borrower pursuant to the Loan Agreement to
finance the acquisition, construction and equipping of the Project.
“Low-Income Tenants” means individuals or families whose incomes do not exceed 60% of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County. Except as otherwise provided herein, occupants of a dwelling unit shall not be considered to be of low-income if all the occupants are students (as defined in Section 152(f)(2) of the Code), no one of whom is entitled to file a joint federal income tax return. Notwithstanding the foregoing, a dwelling unit shall not fail to be treated as a dwelling unit that is occupied by Low-Income Tenants merely because such dwelling unit is occupied (a) by an individual who is
(i) a student and receiving assistance under Title IV of the Social Security Act, (ii) a student who was previously under the care and placement responsibility of a foster care program (under Part B

or Part E of the Title IV of the Social Security Act), or (iii) a student enrolled in a government supported job training program, or (b) entirely by full-time students if such students are (i) single parents and their children and such parents are not dependents of any person other than the full-time student occupying the unit, or (ii) married and file a joint return. Except as provided in the Regulatory Agreement, in no event shall occupants of a dwelling unit be considered to be of low-income if, upon any recertification, such tenant’s gross income exceeds 140% of the applicable income limit for a Low-Income Tenant of the same family size. In such case, such tenant shall cease to qualify as a Low-Income Tenant. Notwithstanding the foregoing, so long as the next vacant unit of comparable or smaller size is rented to a Low-Income Tenant, the fact that such tenant’s gross income exceeds 140% of the applicable income limit shall not place the Project in non-compliance. Said income requirements shall be adjusted for family size in accordance with income limits published, from time to time, by HUD. The method of determining low-income in effect at the date of execution and delivery of the Bonds shall be determinative, even if such method is subsequently changed.
“Moderate-Income Persons or Households” as defined in Section 420.0004, Florida Statutes, means one or more natural persons or a family, the total annual adjusted gross household income of which is less than 120 percent of the median annual adjusted gross income for households within the state, or 120 percent of the median annual adjusted gross income for households within the metropolitan statistical area (MSA) or, if not within an MSA, within the county in which the person or family resides, whichever is greater.
“Net Proceeds of the Bonds” shall mean the total face amount of the Bonds, plus original issue premium, if any, and less original issue discount, if any, and less the amount of original Bond proceeds, if any, deposited in a qualified reserve account.
“Official Intent” shall mean the date of a declaration of “official intent” to reimburse costs paid with respect to the Project (within the meaning of §1.150-2 of the United States Treasury Regulations), which with respect to the determination of Qualified Project Costs for the Project, shall be September 17, 2024, for an amount up to $15,000,000.*
“Outstanding” shall mean, with respect to the Bonds, those Bonds that are Outstanding under the Indenture.
“Project” shall mean the Land and the buildings, structures, facilities and equipment now or hereafter comprising the 121-unit multifamily residential rental housing project located thereon, which Project is to be financed with the proceeds of the Loan.
“Qualified Bond Counsel” shall mean Greenberg Traurig, P.A., or an attorney or firm of attorneys that is appointed by the Issuer and is of nationally recognized standing with respect to the issuance of bonds by states and their political subdivisions.
“Qualified Project Costs” means all Project Costs paid with respect to the Project that
(i) are properly chargeable to a capital account (or would be so chargeable with a proper election by the Borrower or but for a proper election by the Borrower to deduct such costs) in accordance

* Preliminary; subject to change.

with general federal income tax principles and in accordance with United States Treasury Regulations Section 1.103-8(a)(1) and (ii) are paid with respect to a qualified residential rental project or projects within the meaning of Section 142(d) of the Code.
“Qualified Project Period” shall mean the period commencing on the first day on which at least ten percent (10%) of the residential units in the Project are first occupied (as certified in writing by the Borrower to the Issuer) or, if later, the date on which the Bonds are issued and ending on the latest of the following: (i) the date that is thirty (30) years after the date on which at least fifty percent (50%) of the residential units in the Project are first occupied (as certified in writing by the Borrower to the Issuer); (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding; or (iii) the date on which any assistance provided with respect to the Project under Section 8 terminates (as certified in writing by the Borrower to the Issuer). Notwithstanding the foregoing requirements, the Qualified Project Period shall be extended to the date that is thirty (30) years from the first (1st) day on which fifty percent (50%) of the residential units in the Property are first occupied or the delivery date of the Bonds, whichever is later. All references in this Agreement to the “Qualified Project Period” shall include the extended period described herein.
“Regulations” shall mean the regulations promulgated or proposed by the United States Department of the Treasury pursuant to the Code and applicable to the Project, as amended from time to time.
“Section 8” shall mean Section 8 of the United States Housing Act of 1937. “State” means the State of Florida.
“Total Compliance Period” means the Qualified Project Period together with the Ad Valorem Compliance Period for a total set-aside period of ninety-nine (99) years.
Residential Rental Property
The Borrower has declared its understanding and intent that, during the term of the Regulatory Agreement, the Project is to be owned, managed, and operated, as a “project for residential rental property” as such phrase is utilized in Section 142(d) of the Code and as a “qualifying housing development” as defined in Section 159.603(6), Florida Statutes. To that end, the Borrower has represented, covenanted, and agreed as follows:
(i) The Project will be acquired and constructed for the purpose of providing “qualified residential rental property” as such phrase is used in Section 142(d) of the Code, (ii) the Borrower shall own the entire Project for federal tax purposes, and (iii) the Project shall be owned, managed and operated as a multifamily residential rental property comprised of a building or structure or several buildings or structures containing similarly constructed units, together with any functionally related and subordinate facilities and no other facilities, in accordance with Section 142(d) of the Code and Sections 1.103-8(b)(4) and 1.103-8(a)(3) of the Regulations (as modified by Section 142(d) of the Code), and in accordance with such requirements as may be imposed thereby on the Project from time to time.

The Project will be comprised of one or more similarly constructed units, each of which will contain separate and complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink.
None of the residential rental units in the Project will at any time be (i) utilized on a transient basis, (ii) rented for lease periods of less than six (6) months, or (iii) will be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, rest home or trailer court or trailer park, or health club or recreational facility (other than health and/or recreational facilities that are available only to tenants and their guests without charge for their use and that are customarily found in Multifamily rental housing projects), and
(iv) none of the occupants of such units shall be provided services customarily found in hotels such as room service for food and beverages, maid service, furnishing and laundering of linens or valet service.
All of the residential rental units in the Project will be rented or available for rent on a continuous basis to members of the general public (other than units occupied by persons permitted pursuant to Section 3(i) hereof) and the Borrower will not give preference to any particular class or group in renting the residential rental units in the Project, except to the extent that units are required to be leased or rented to Low-Income Tenants. Low-Income Tenants will have equal access to and enjoyment of all common facilities of the Project. The Borrower will not discriminate against children of any age when renting the residential rental units in the Project.
The Land consists of a parcel of real property or parcels of real property that are contiguous except for the interposition of a road, street, stream or similar property, and the Project comprises buildings, structures and facilities that are proximate and financed pursuant to a common plan,
Less than 25% of the Net Proceeds of the Bonds will be used (directly or indirectly) to acquire the Land.
None of the Net Proceeds of the Bonds will be used to acquire any property (or an interest therein) unless the first use of such property is pursuant to such acquisition (within the meaning of Section 147(d)(1) of the Code); provided, however, that proceeds of the Bonds may be used to finance the acquisition of property (or an interest therein) where the “first use” of such property is not pursuant to such acquisition if rehabilitation expenditures with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Bonds. For purposes of this paragraph, the term “rehabilitation expenditures” has the same meaning given such term in section 147(d)(3) of the Code and, thus, does not include, among other things, any expenditures incurred more than two years after the later of the date the Bonds were issued, or the date on which the property was acquired, or any expenditures attributable to the enlargement of an existing building nor any expenditures described within Section 47(c)(2)(B) of the Code. Expenditures to rehabilitate a building include expenditures to rehabilitate equipment or to replace equipment having substantially the same function, but only if the equipment was part of an integrated operation contained in the building prior to its acquisition by the Borrower. References to equipment in

parenthesis refer only to equipment which is functionally related and subordinate to and is purchased with an existing building.
No proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility (other than the normal and customary workout facility available to all tenants), facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.
The Borrower or any related person (within the meaning of the Code) shall not occupy any of the residential rental units in the Project; provided, however, that the Borrower or a related person may occupy a residential rental unit in a building or structure that contains five or more residential rental units if the Borrower or a related person is a resident manager or other necessary employee (e.g., maintenance and security personnel).
In the case of a “mixed-use” project wherein part of the building or structure, together with any facilities functionally related and subordinate thereto, contains one or more similarly constructed residential rental units that in the aggregate, meet the Low-Income Tenant occupancy requirements of the Regulatory Agreement (the “residential rental units”) and the rest of the building is devoted to use unrelated to such units (the “nonqualifying property”), the term “residential rental project” shall mean only the residential rental units and the other portions of the Project allocable to such units, including the allocable portion of the property benefiting both the residential rental units and the nonqualifying property (e.g., the common elements), and all property benefiting only the residential rental units. The allocation of the costs of the common elements shall be made according to a method that properly reflects the proportionate benefit derived, directly or indirectly, by the residential rental units and the nonqualifying property.
If the Project is receiving Section 8 assistance, the Borrower will comply with all Section 8 requirements in administering these restrictions.
No portion of the Project will at any time be owned or used by a cooperative housing corporation;
The Project consists of one or more discrete edifices or other man made construction, each consisting of an independent foundation, outer walls and roof, all of which are
(i) owned by the same person for federal tax purposes, (ii) located on a common tract of land or two or more tracts of land which are contiguous except for being separated only by a road, street, stream or similar property, and (iii) financed by the Loan or otherwise pursuant to a common plan of financing, and which will consist entirely of:
Units which are similar in quality and type of construction and amenities;
Facilities functionally related and subordinate in purpose and size to property described above, e.g., parking areas, swimming pool, exercise room and other recreational facilities (none of which may be unavailable to any person because such person is a Low-Income Tenant) and other facilities which are reasonably required for the Project, e.g., heating and cooling equipment, trash disposal equipment or units for residential managers or maintenance personnel;

that during the Term of the Regulatory Agreement, the Project will not include a unit in a building where all units in such building are not also included in the Project;
that during the Term of the Regulatory Agreement, the Borrower will not convert the Project to condominium ownership;
within thirty (30) days of the Completion Date, the Borrower shall prepare and submit to the Issuer and the Trustee a certificate in recordable form for purposes of the calculation of the commencement and termination of the Qualified Project Period, if applicable;
that the Borrower shall not discriminate on the basis of race, religion, color, age, sex, marital status, familial status, disability or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project; provided, however, that nothing herein shall be deemed to preclude the Borrower from discrimination based on income or reported tenant problems relating to the applying tenant or tenants in renting units set aside for Low-Income Tenants in compliance with the requirements of the Code and the Regulatory Agreement; notwithstanding the foregoing, the Borrower shall not be precluded from discrimination based on age and familial status so long as the Borrower complies with all requirements imposed by or pursuant to the federal fair housing law and regulations of the Department of Housing and Urban Development (24 CFR) issued pursuant to Title VI, the Fair Housing Act, the Rehabilitation Act, the Age Discrimination Act or Executive Order 11063, and similar state laws and regulations; and
that the Borrower shall submit an annual report to the Secretary of the Department of Treasury as required by Section 142(d)(7) of the Code and deliver a copy thereof to the Issuer and to the Trustee.
The requirements of this section shall terminate at the end of the Qualified Project Period, as extended, except as otherwise provided in the Regulatory Agreement.
Low-Income Tenants
The Borrower has represented, warranted and covenanted as follows:
At all times during the Qualified Project Period, as extended, not less than forty percent (40%) of the completed residential rental units shall be occupied or held available for occupancy by Low-Income Tenants, as required by the Code.
Notwithstanding the foregoing requirement, the Borrower has agreed to increase and modify the minimum requirements of the Code, and has agreed that not less than 20.66 percent of the Available Units in the Property (25 units) shall be occupied or reserved for occupancy by means individuals or families whose incomes do not exceed fifty percent (50%) of the area median gross income, adjusted for family size, as determined by Section 142(d) of the Code, for the County during the Qualified Project Period. The units within the Development shall be rented to the demographic commitment of family.
At all times during the Qualified Project Period, as extended, all of the residential rental units in the Project will be rented as a residential dwelling, on a continuous basis and may

not be used or converted to owner-occupied housing or other residential or business use. For purposes of this requirement, a building or structure will not be deemed to be held for rental use if it contains less than five units, any unit of which is occupied by the owner of the residential rental units.
The determination of whether the income of a resident of a residential rental unit exceeds the applicable income limit shall be made at the time of initial occupancy and at least annually thereafter on the basis of the current income of the resident. For purposes of paragraphs (a) and (b) of this section, a residential rental unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant during such individual’s or family’s tenancy in such unit, even though such individual or family ceases to be a Low-Income Tenant. However, the preceding sentence shall cease to apply to any Low-Income Tenant whose income under the most recent determination exceeds one hundred forty percent (140%) of the applicable income limit if after such determination, but before the next determination, any residential rental unit of comparable or smaller size in the same building (as defined for purposes of the low-income housing tax credit in Section 42 of the Code) is occupied by a new resident whose income exceeds the applicable income limit. In addition, a unit that was occupied by a Low-Income Tenant shall be counted as occupied by a Low-Income Tenant until it is reoccupied for a period in excess of thirty-one (31) days, at which time the residential rental unit shall be considered to be occupied by a Low-Income Tenant only if the individual or family then occupying the residential rental unit satisfies the definition of a Low-Income Tenant.
A development which certifies 100% of its units as low-income shall perform one annual income recertification effective upon the first anniversary of any household’s move-in or initial certification. No additional income recertification shall be required by the Issuer; however, annual determination of student status shall be required for households comprised entirely of students. Should the annual income recertification of such households result in non-compliance with income occupancy requirements, the next available unit must be rented to a qualifying household in order to ensure continuing compliance of the Project.
The form of lease to be used by the Borrower in renting any unit in the Project to a person who is intended to be a Low-Income Tenant shall (i) provide for termination of the lease and consent by such person to immediate eviction for failure to qualify as a Low-Income Tenant as a result of any material misrepresentation made by such person with respect to the income certification, and (ii) subject to paragraph (d) above, require that the tenant of the unit certify the income of the residents of the unit annually and at any time as the Borrower may reasonably request. The form of lease for the residential rental units to be utilized by the Borrower in renting all dwelling units in the Project shall be subject to the Issuer’s approval. The lease for the residential rental units must comply with all applicable Section 8 requirements if the Project is receiving a subsidy pursuant to Section 8 of the United States Housing Act of 1937.
Covenants to Run with the Land
The covenants, reservations and restrictions set forth in the Regulatory Agreement shall be deemed covenants running with the Land and, except as provided in the Regulatory Agreement, shall pass to and be binding upon the Borrower’s heirs, assigns and successors in title to the Land

or the Project; provided, however, that upon the termination of the Regulatory Agreement in accordance with the terms thereof said covenants, reservations and restrictions shall expire. Except as provided in Section 10 of the Regulatory Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Project. The Borrower, at its cost and expense, shall cause the Regulatory Agreement to be duly recorded or filed and re-recorded or refiled in such places, and shall pay or cause to be paid all recording, filing, or other taxes, fees and charges, and shall comply with all such statutes and regulations as may be required by law in order to establish, preserve and protect the ability of the Issuer to enforce the Regulatory Agreement.
Term
Subject to the rights of the Issuer and the Trustee to indemnification by the Borrower pursuant to the Regulatory Agreement, which shall survive the termination of the Regulatory Agreement, the Regulatory Agreement shall remain in full force and effect until the “Term of this Agreement,” which shall be the later of (i) the payment in full of the Bonds (or any Bonds refunding the Bonds), or (ii) the expiration of the Total Compliance Period, it being expressly agreed and understood that the provisions of the Regulatory Agreement may survive the termination of the Loan Agreement, if repayment of the Loan occurs prior to the later of such events. Upon the termination of the Regulatory Agreement, upon request of any party hereto, the Issuer, the Trustee, the Borrower and any successor party hereto shall execute a recordable document prepared by the Issuer or its counsel further evidencing such termination.
Notwithstanding Section 10(a) of the Regulatory Agreement, the restrictions and requirements contained in the Regulatory Agreement shall, except as otherwise provided in Section 9 of the Regulatory Agreement as to the Borrower and subject to the provisions of the last sentence in this section (b), automatically terminate in the event of involuntary noncompliance caused by fire, seizure, requisition, foreclosure or transfer of title by deed in lieu of foreclosure to an entity other than the Borrower or a related person (within the meaning of the Code) to the Borrower, change in a federal law or an action of a federal authority after the date the Bonds are issued which prevents compliance with the covenants expressed herein, or condemnation or similar event (as determined by the Issuer upon the advice of Qualified Bond Counsel), but only if, within a reasonable period, either (i) all Bonds are paid, redeemed, retired or cancelled in full, or (ii) amounts received as a consequence of such event are used to provide a project that meets and is subject to the requirements of the Code and applicable Regulations thereunder. In such event, upon the request of the Borrower and at the expense of the Borrower, the parties hereto shall execute an appropriate document in recordable form prepared by the Issuer or its counsel to evidence such automatic termination, but the failure to execute or record such document shall not affect the automatic termination. This section (b) shall not apply (and the restrictions contained in the Regulatory Agreement shall thereafter apply) to the Project in the event that, subsequent to any involuntary noncompliance as described in this section (b) but prior to the expiration of the Qualified Project Period, as extended, an obligor on the acquired purpose investment (as defined

in Section 1.148-1(b) of the Regulations) or a related person (as defined in Section 1.103-10(e) of the Regulations) obtains an ownership interest in the Project for tax purposes.
Notwithstanding any other provisions of the Regulatory Agreement, the entire Regulatory Agreement, or any of the provisions or Sections thereof, may be terminated with the written consent of the Issuer, the Trustee, or its assigns and the Borrower if there shall have been received an opinion of Qualified Bond Counsel that such termination will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
The Trustee’s obligations under the Regulatory Agreement terminate at such time as the Bonds are no longer outstanding.
Transfer of Project; Covenants to Run with the Land
The Borrower shall not (i) enter into a voluntary sale, lease (other than leases of rental units to tenants), exchange, assignment, conveyance, transfer or other disposition (collectively, a “Disposition”) of all or substantially all of the Project or (ii) allow itself to be terminated for federal income tax purposes or (iii) so long as any Bonds remain Outstanding, place any mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project, without in each instance the prior written consent of the Issuer. The Issuer shall not unreasonably withhold its written consent to a Disposition, as long as the requirements of the Regulatory Agreement are fully satisfied. It is expressly agreed that, in connection with determining whether to grant or withhold such consent, the Issuer may (but is not obligated to), among other things: (1) consider the creditworthiness of the party to whom such Disposition will be made and such party’s management ability with respect to the Project; (2) consider whether or not the security for repayment of the Loan and other payment obligations under the Loan Agreement, and the performance of the covenants and other obligations under the Regulatory Agreement (without regard to whether any Bonds are outstanding) or the Issuer’s ability to enforce its rights, remedies and recourses with respect to such security or performance will be impaired in any way or to any degree by the proposed Disposition; (3) require that the Issuer be reimbursed for all reasonable costs and expenses incurred by the Issuer in connection with investigating the creditworthiness and management ability of the party to whom such Disposition will be made and in determining whether the Issuer’s security will be impaired by the proposed Disposition; (4) require the payment of all payment obligations of the Borrower under the Loan Agreement, including but not limited to accrued obligations not yet payable and, in the event of a Disposition in connection with a redemption of the Bonds prior to the termination of the Qualified Project Period, the Compliance Monitoring Fee; (5) require the payment of the Issuer’s attorneys’ fees and expenses in connection with such Disposition; (6) require the express, unconditional assumption of all payment obligations and all performance obligations under the Regulatory Agreement, the Loan Agreement, the Indemnity and the Guaranty of Recourse Obligations (each as defined in the Indenture) relating to the Project and any other document, agreement or instrument evidencing or securing the Borrower’s obligations under the Loan Agreement by the party to whom such Disposition will be made (with or without the release of the transferor Borrower from liability for such obligations), which assumption shall be in form and substance satisfactory to the Issuer and its counsel, and require the recording of such assumption document; (7) require the execution of modification agreements, supplemental mortgage documents, financing statements and such other documents, agreements and instruments as the Issuer or their counsel may require, (8) require

endorsements to any existing Issuer or Trustee title insurance policies insuring the Issuer’s or the Trustee’s liens and security interests covering the Project, and (9) require an opinion of Qualified Bond Counsel to the effect that the transfer will not adversely affect the excludability of the interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. The Issuer may, in its discretion, release the Borrower from liability under the Regulatory Agreement and the Loan Agreement and may limit any such release from liability to events and occurrences arising after such Disposition, whether or not the Issuer has knowledge of prior events or occurrences creating such liability at the time of the Disposition.
The restrictions contained in the Regulatory Agreement shall not be applicable to any of the following: (i) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure, deed in lieu of foreclosure or comparable conversion of the Loan under the Security Instruments); provided, however, that neither the Borrower nor any related person (within the meaning of the Code) to the Borrower shall acquire any interest in the Project during the remainder of the Qualified Project Period; (ii) any sale, transfer, assignment, encumbrance or addition of partnership interests in the Borrower, provided such sale, transfer, assignment, encumbrance or addition does not constitute a change in ownership of the Project which would adversely affect the excludability from gross income, for federal income tax purposes of the interest payable on the Bonds; (iii) grants of utility-related easements and governmental easements, shown on the title policy approved by the Issuer and any other easement and use agreements which may be consented to by the Issuer; (iv) service-related leases or easements, such as laundry service leases or television cable easements, and easements related to the construction of the Project over portions of the Project, provided, however, the same are granted in the ordinary course of business in connection with the operation of the Project as contemplated by the Regulatory Agreement; (v) grants of other easements and entry into other use agreements which may be consented to by the Issuer and the Majority Owner; (vi) leases of apartment units to tenants, including Low-Income Tenants, in accordance with the requirements of the Loan Agreement and the Regulatory Agreement and leases of commercial space; (vii) any sale or conveyance to a condemning governmental authority as a direct result of a condemnation or a governmental taking or a threat thereof; (viii) the placing of a subordinate mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project if made expressly subject and subordinate to the Regulatory Agreement, the Loan documents; (ix) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by the Borrower pursuant to the Borrower’s creation documents); or (x) the placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project after the payment (or provision for payment in accordance with the Indenture) of all Bonds.
The covenants, reservations and restrictions set forth in the Regulatory Agreement shall be deemed covenants running with the Land and, except as provided in the Regulatory Agreement, shall pass to and be binding upon the Borrower’s heirs, assigns, and successors in title to the Land or the Project; provided, however, that upon the termination of the Regulatory Agreement in accordance with the terms hereof, said covenants, reservations and restrictions shall expire. Except as provided in the Regulatory Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions

are set forth in such contract, deed or other instruments. If a portion or portions of the Project are conveyed, all such covenants, reservations and restrictions shall run to each portion of the Project.
In connection with any Disposition under paragraph (a) above or any transfer or other action addressed in the Regulatory Agreement other than a transfer of Investor Limited Partner and/or Special Limited Partner interests or removal and replacement of the Borrower’s General Partner by the Borrower’s Investor Limited Partner and/or Special Limited Partner or an affiliate thereof pursuant to the Borrower Partnership Agreement, which, in either case, does not result in a termination of the Borrower for federal income tax purposes, in addition to, the Issuer, the Trustee and the Majority Owner shall be entitled to require the Borrower to cause an opinion of Bond Counsel to be delivered to them to the effect that the proposed transfer of the Project will not adversely affect the exclusion of interest on the Bonds from the federal gross income of the holders thereof.
Any transfer of the Investor Limited Partner’s interest and/or the Special Limited Partner’s interest in Borrower or removal and replacement of the Borrower’s General Partner and/or Class B Special Limited Partner pursuant to the Borrower Partnership Agreement shall not be considered a change in ownership under this Agreement.
Remedies; Enforceability
If a violation of any of the provisions of the Regulatory Agreement occurs or is attempted, the Issuer and its successor and assigns, after expiration of any applicable cure period, may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation, to compel specific performance under the Regulatory Agreement, or to recover monetary damages caused by such violation or attempted violation. The provisions thereof are imposed upon and made applicable to the Land and shall run with the Land and shall be enforceable against the Borrower or any other person or entity that has or had an ownership interest in the Project at the time of such violation or attempted violation. No delay in enforcing the provisions thereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions thereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or similar breach or violation thereof at any later time or times. Notwithstanding anything to the contrary in the Regulatory Agreement, with the exception of the obligations of the Borrower to the Issuer and the Trustee set forth in the Regulatory Agreement, the liability of the Borrower under the Regulatory Agreement is and shall be limited solely to the interest of the Borrower in the Project, it being specifically understood and agreed that neither the Borrower nor the partners comprising the Borrower, if any, shall have any personal liability with respect to the obligations of the Borrower set forth therein, and that any party seeking to enforce personal liability against the Borrower or the partners comprising the Borrower, if any, shall look only to said interest of the Borrower for the satisfaction of such liability. The Issuer and the Trustee agree that cure of any violation or default by any limited partner of the Borrower shall be deemed to be a cure by the Borrower and shall be accepted on the same basis as if made by the Borrower.
Pursuant to Ad Valorem Tax Exemption, if the Borrower ceases to provide affordable housing as required under this Agreement and Section 27, as applicable, before the end of the ninety-nine (99) year Total Compliance Period, the Borrower will incur a penalty that is

equal to one hundred percent (100%) of the total amount of Governmental Note financing multiplied by each year remaining in the Total Compliance Period from the year the Borrower ceased to provide affordable housing as required under this Agreement.
Covenants and Restriction on Use of Property and Affordability Restrictions During Ad Valorem Compliance Period
The Issuer and the Borrower hereby declare their understanding and intent that, during the Term of the Ad Valorem Compliance Period, the Project shall be operated as affordable housing in accordance with the Ad Valorem Tax Exemption. To that end, and to meet the requirements of the Issuer, and during the term of the Ad Valorem Compliance Period, the Borrower hereby represents, covenants and agrees as follows:
all covenants and restrictions of the Regulatory Agreement are made, agreed and reimposed for the Ad Valorem Compliance Period, other than a change to the set-asides for affordability as follows:
that during the Ad Valorem Compliance Period, the units shall be set aside as follows:
all units (100%) within the Project shall be rented to households who shall have a household income less than or equal to one hundred and twenty percent (120%) of the Area Median Income (“Moderate-Income Set Aside Units”) for a period of sixty-nine (69) years (the “Ad Valorem Compliance Period”). The Ad Valorem Compliance Period, together with the Qualified Project Period shall have a term of ninety-nine (99) years (the “Total Compliance Period”).
All compliance requirements for Low-Income Tenants set forth in the Regulatory Agreement, shall, for the Ad Valorem Compliance Period, apply to Low-Income, 80% Low-Income and Moderate Low-Income Tenants.
Unless the provisions of this section are amended as permitted under the Regulatory Agreement and under the Bond Documents, the provisions of this section shall remain in effect during the Term of the Regulatory Agreement; provided, however, that after payment in full of the Loan and the redemption of the Bonds, the Borrower may be discharged from its obligations under the Regulatory Agreement to the extent that the same are assumed by any successor in interest to the Borrower pursuant to the Regulatory Agreement. The Borrower expressly acknowledges that certain of the foregoing restrictions may survive the repayment of the Loan and redemption of the Bonds prior to the expiration of the Qualified Project Period (as defined herein).
Using the certification form attached to the Regulatory Agreement, the Borrower shall annually, no later than the twenty-fifth (25th) day of the month following the end of the Project’s fiscal year, certify to the Issuer that, except as set forth in such certificate, the Borrower is in full compliance with all terms and conditions set forth in the Regulatory Agreement and is not in default hereunder.

APPENDIX C
PROPOSED FORM OF OPINION OF BOND COUNSEL

	   , 2026

Osceola County Housing Finance Authority 2211 East Hillcrest Street
Orlando, Florida 32803
$15,000,000
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS
2026 SERIES A
(SAN JOSE APARTMENTS)
Ladies and Gentlemen:
We have acted as bond counsel to the Osceola County Housing Finance Authority (the “Issuer”) in connection with the issuance by the Issuer of the Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”).
The Issuer is a body politic and corporate organized and existing under the laws of the State of Florida pursuant to the Florida Housing Finance Authority Law, Sections 159.601 et seq., Florida Statutes, as amended, and Ordinance No. 81-4 enacted on September 28, 1981, and effective November 3, 1981, and that certain Interlocal Agreement dated October 22, 2024, between Seminole County (the “County”), Florida and the Issuer (collectively, the “Act”). In our capacity as bond counsel, we have examined the Constitution and laws of the State of Florida (the “State”), the Act, a record of proceedings relating to the adoption on [	  ], 2026, of a resolution of the Issuer (the “Resolution”) authorizing and directing, among other things, the original issuance and sale of the Bonds and other proofs submitted to us relating thereto.
The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”), dated as of [	] 1, 2026, by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Indenture, as applicable.
The Bonds are being issued for the purpose of financing a loan (the “Loan”) to San Jose Preservation, Ltd., a Florida limited partnership (the “Borrower”), pursuant to the terms of a Loan Agreement (the “Loan Agreement”) dated as of [	] 1, 2026, by and between the Issuer and the Borrower, for financing a portion of the cost of the acquisition, renovation and equipping of a multifamily apartment senior housing facility consisting of total of 121 units and related personal property and equipment, located in City of Winter Park, Seminole County, Florida known as San Jose Apartments (the “Project”), for moderate, middle or lower income residents, as determined

by the Issuer, within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended (the “Code”). The Project will be subject to the Regulatory Agreement dated as of March 1, 2026 (the “Regulatory Agreement”) among the Issuer, the Borrower and the Trustee designed to assure compliance with the requirements of Section 142(d) of the Code.
The Bonds are limited obligations of the Issuer payable solely from the Revenues pledged under the Indenture and other moneys pledged and assigned as a part of the security pledged under the Indenture and secured by the Mortgage and other security. The Bonds are not obligations either general or special, of the State, or any local government thereof, and neither the State nor any local government thereof shall be liable thereon. Neither the faith, credit, revenues nor the taxing power of the State or any local government thereof shall be pledged to the payment of the principal of, premium, if any, or interest on the Bonds. The Issuer has no taxing power.
In connection with the issuance of the Bonds, we have examined such documents, instruments, proceedings and opinions as we have deemed relevant in rendering this opinion. Based upon such examination, we are of the opinion, as of this date, that:
The Issuer is a public body corporate and politic, organized and existing under the law of the State. Pursuant to the Act, the Issuer is empowered to authorize the issuance of the Bonds in the manner contemplated by the Indenture, the Regulatory Agreement and the Loan Agreement and to perform its obligations under the Indenture, the Regulatory Agreement and the Loan Agreement.
The Bonds, the Indenture, the Regulatory Agreement and the Loan Agreement have been duly authorized and executed by the Issuer and the Bonds, the Indenture, the Loan Agreement and the Regulatory Agreement, as the case may be, assuming the due authorization, execution and delivery by the other parties thereto, are valid and binding obligations of the Issuer and are enforceable against the Issuer in accordance with their respective terms.
Under existing law, as currently enacted and construed, and assuming the accuracy of the certifications, representations and warranties and compliance with the covenants described below, (i) interest on the Bonds is excludable from gross income for federal income tax purposes except for interest on a Bond for any period during which such Bond is held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code, and (ii) interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Bonds is not excluded from the determination of adjusted financial statement income.
Under existing law, as currently enacted and construed, the Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined therein.

In rendering the opinion in paragraph number 3 above, we are relying, without independent investigation, upon certifications, representations and warranties by the Issuer and the Borrower as to compliance with the requirements of the Code that must be met on and after the date hereof in order that interest on the Bonds not be included in gross income for federal income tax purposes. Failure to meet such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Issuer in the Indenture and the Borrower in the Loan Agreement and the Regulatory Agreement, have covenanted to comply with such requirements and to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds.
This opinion is qualified to the extent that the enforceability of the Bonds, the Resolution, and the Indenture may be limited by general principles of equity which may permit the exercise of judicial discretion, and by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to the enforcement of creditors’ rights generally, now or hereafter in effect.
In rendering the foregoing opinions, we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the signatures appearing upon such public records, certifications, documents and proceedings.
This opinion letter speaks only as to the laws in effect on its date. We have not undertaken to advise in the future whether any events after the date of execution and delivery of the Bonds may affect the tax status of the interest on the Bonds or the tax status of the Bonds.
We express no opinion herein as to the accuracy, adequacy, fairness or completeness of any official statement or other offering materials relating to the Bonds. In addition, other than as expressly set forth herein, we have not passed upon and therefore express no opinion as to the compliance by the Issuer, the Borrower or any other party involved in this financing, or the necessity of such parties complying, with any federal or state registration requirements or security statutes, regulations or rulings with respect to the offer and sale of the Bonds.
Respectfully submitted,

APPENDIX D
FORM OF CONTINUING DISCLOSURE AGREEMENT

$15,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)
This Continuing Disclosure Agreement, dated as of March 1, 2026 (this “Continuing Disclosure Agreement”), is executed and delivered by San Jose Preservation, Ltd. (the “Borrower”) and The Bank of New York Mellon Trust Company, N.A., as dissemination agent (the “Dissemination Agent”), in connection with the issuance of $15,000,000* Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”). The Bonds are being issued under a Trust Indenture dated as of March 1, 2026 (the “Indenture”), between the Osceola County Housing Finance Authority (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The proceeds of the Bonds are being loaned by the Issuer to the Borrower pursuant to a Loan Agreement dated as of [	] 1, 2026, between the Issuer and the Borrower (the “Bond Loan Agreement”), for the purpose of the acquisition and rehabilitation of a multifamily rental housing development located in Seminole County, Florida, known or to be known as San Jose Apartments.
The Borrower and the Dissemination Agent covenant and agree as follows:
Section 1. Purpose of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement is being executed and delivered by the Borrower and the Dissemination Agent for the benefit of the holders of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. The Borrower and the Dissemination Agent acknowledge that the Issuer has undertaken no responsibility with respect to any reports, notices or disclosures provided or required under this Continuing Disclosure Agreement, and has no liability to any person, including any holder of the Bonds or Beneficial Owner, with respect to any such reports, notices or disclosures.
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections 3 and 4 of this Continuing Disclosure Agreement.

* Preliminary; subject to change.

“Audited Financial Statements” means, in the case of the Borrower, the annual audited financial statements prepared in accordance with generally accepted accounting principles, if any.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
“Disclosure Representative” shall mean the authorized representative of the Borrower or his or her designee, or such other person as the Borrower shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” shall mean The Bank of New York Mellon Trust Company, N.A., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Borrower and which has filed with the Trustee a written acceptance of such designation.
“Holder” shall mean the registered holder of any Bonds as reflected on the Bonds register maintained in accordance with the Indenture, or any beneficial owner reflected on the books of the registered holder.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Continuing Disclosure Agreement.
“MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended. All documents provided to the MSRB shall be in an electronic format and accompanied by identifying information, as prescribed by the MSRB. Initially, all document submissions to the MSRB pursuant to this Continuing Disclosure Agreement shall use the MSRB’s Electronic Municipal Market Access (EMMA) system at www.emma.msrb.org.
“Participating Underwriter” means RBC Capital Markets LLC, and their successors and assigns.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
Section 3. Provision of Annual Reports.
The Borrower will, or will cause the Dissemination Agent to, not later than 180 days following the end of the Borrower’s fiscal year, commencing with the fiscal year ending on December 31, 2026, provide to the MSRB an Annual Report which is consistent with the requirements described below. No later than 15 Business Days prior to said date, the Borrower will provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package and may cross reference other information,

provided that the audited financial statements for the prior calendar year of the Borrower may be submitted separately from the balance of the Annual Report.
If by 15 Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent will contact the Disclosure Representative to determine if the Borrower is in compliance with subsection (a).
If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent will send in a timely manner a notice to the MSRB in substantially the form attached as Exhibit B to this Continuing Disclosure Agreement.
The Dissemination Agent will file a report with the Borrower and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Continuing Disclosure Agreement, stating the date it was provided.
Section 4. Content of Annual Reports. The Borrower’s Annual Report will contain or incorporate by reference the financial information with respect to the Project, provided at least annually, of the type included in Exhibit A hereto, which Annual Report may, but is not required to, include Audited Financial Statements. If the Borrower’s Audited Financial Statements are not available by the time the Annual Report is required to be filed, the Annual Report will contain unaudited financial statements, and the Audited Financial Statements will be filed in the same manner as the Annual Report when and if they become available.
Any or all of the items described in Exhibit A may be incorporated by reference from other documents, including official statements of debt issues with respect to which the Borrower is an “Obligated Person” (as defined by the Rule), which have been filed with the MSRB. The Borrower will clearly identify each such other document so incorporated by reference.
Each annual report submitted hereunder shall be in readable portable document format (“PDF”) or other acceptable electronic form.
Section 5. Reporting of Listed Events.
This Section 5 shall govern the giving of notices of the occurrence of any of the following events (each, a “Listed Event”):
Principal and interest payment delinquencies;
Non-payment related defaults, if material;
Unscheduled draws on debt service reserves reflecting financial difficulty;
Unscheduled draws on credit enhancements reflecting financial difficulty;
Substitution of credit or liquidity providers, or their failure to perform;

Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;
Modifications to rights of holders of the Bonds, if material;
Bond calls, if material, and tender offers;
Defeasances;
Release, substitution or sale of property securing repayment of the Bonds, if material;
Rating changes;
Bankruptcy, insolvency, receivership or similar event of the Borrower. For purposes of this clause (xii), any such event shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Borrower in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Borrower, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Borrower;
The consummation of a merger, consolidation, or acquisition involving the Borrower or the sale of all or substantially all of the assets of the Borrower, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
Appointment of a successor or additional trustee or paying agent or the change of the name of a trustee or paying agent, if material;
Incurrence of a financial obligation of the Borrower, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Borrower, any of which affect security holders, if material; and
Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the Borrower or obligated person, any of which reflect financial difficulties.
For purposes of clauses (xv) and (xvi) of this Section 5(a), “financial obligation” is as contemplated by Exchange Act Release No. 34-83885; File No. S7-01-17 (the “Adopting Release”).

The Dissemination Agent shall, within three (3) Business Days of obtaining actual knowledge of the occurrence of any potential Listed Event, pursuant to subsection (c) of this Section 5 or otherwise, provide the Disclosure Representative with notice (by Electronic Means as defined in the Indenture). While the Dissemination Agent is also the Trustee, the Dissemination Agent shall be deemed to have actual knowledge of those items listed in clauses (i), (iii) (solely with respect to funds held by the Trustee), (iv), (v), and (xiv) (if the Trustee is provided the requisite notice under the Indenture) above without the Dissemination Agent having received notice of such event. While the Dissemination Agent is not also the Trustee, the Dissemination Agent shall not be deemed to have actual knowledge of any items listed in clauses (ii), (vi), (vii),(viii), (x), (xi), (xii), (xiii), (xiv), and (xv) above without the Dissemination Agent having received written notice of such event. For purposes of providing notice to the Disclosure Representative, the Dissemination Agent shall assume that the unscheduled draws described in clauses (iii) and (iv) reflect financial difficulty.
Whenever the Borrower obtains knowledge of the occurrence of a potential Listed Event, the Borrower shall, within five (5) Business Days of obtaining such knowledge and in any event no more than eight (8) Business Days after the occurrence of such event, determine if such event is in fact a Listed Event that is required by the Rule to be disclosed and provide the Dissemination Agent with notice and instructions pursuant to subsections (d) below.
If the Borrower has determined that a Listed Event is required to be disclosed then the Borrower shall prepare a written notice describing the Listed Event and provide the same to the Dissemination Agent along with instructions to file the same pursuant to subsection (e) below.
If the Dissemination Agent has been provided with a written notice describing a Listed Event pursuant to subsection (c) of this Section 5 or otherwise, and is instructed by the Borrower to report the occurrence of such Listed Event, the Dissemination Agent shall, within two
(2) Business Days of its receipt of such written notice and in any event no more than ten (10) Business Days after the occurrence of the Listed Event, file the notice with the MSRB and send a copy to the Borrower.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Agreement, the Borrower and the Dissemination Agent may amend this Continuing Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Borrower unless such amendment adversely affects its rights, duties, protections, immunities, indemnities or standard of care, as determined by the Dissemination Agent) and any provision of this Continuing Disclosure Agreement may be waived, provided that the following conditions are satisfied:
If the amendment or waiver relates to the provisions described under paragraph (a) under “Provision of Annual Reports,” “Contents of Annual Reports” or paragraph (a) under “Reporting of Listed Events,” it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of an “Obligated Person” (as defined in the Rule) with respect to the Bonds or the type of business conducted;

The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Continuing Disclosure Agreement, the Borrower will describe such amendment in the next Annual Report and will include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information being presented by the Borrower. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change will be given in the same manner as for a Listed Event under Section 5(f) hereof and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
Section 7. Default. In the event of a failure of the Borrower or the Dissemination Agent to comply with any provision of this Continuing Disclosure Agreement, and such failure to comply continues beyond a period of thirty (30) days following written notice to the Borrower, the Borrower or any Holder or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking, or specific performance by court order, to cause the Borrower or the Dissemination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure Agreement. A default under this Continuing Disclosure Agreement will not be deemed an Event of Default under the Indenture or the Loan Agreement, and the sole remedy under this Continuing Disclosure Agreement in the event of any failure of the Borrower or the Dissemination Agent to comply with this Continuing Disclosure Agreement will be an action to compel performance.
Section 8. Beneficiaries. This Continuing Disclosure Agreement will inure solely to the benefit of the Borrower, the Dissemination Agent, the Participating Underwriter and Holders from time to time of the Bonds and will create no rights in any other person or entity.
Section 9. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Continuing Disclosure Agreement. If the Borrower chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Continuing Disclosure Agreement, the Borrower shall have no obligation under this Continuing Disclosure Agreement to

update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Duties, Immunities and Liabilities of Dissemination Agent.
Provided that the Trustee is acting as Dissemination Agent, Article XI of the Indenture is hereby made applicable to this Continuing Disclosure Agreement as if this Continuing Disclosure Agreement were (solely for this purpose) contained in the Indenture and the Trustee and Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Continuing Disclosure Agreement. The Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Borrower has provided such information to the Dissemination Agent as required by this Continuing Disclosure Agreement. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Borrower and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Borrower’s failure to report to the Dissemination Agent a Listed Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Borrower has complied with this Continuing Disclosure Agreement. The Dissemination Agent may conclusively rely upon Certifications of the Borrower at all times.
The obligations of the Borrower under this Section 10 shall survive resignation or removal of the Dissemination Agent or the Trustee and defeasance, redemption or payment of the Bonds.
The Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Borrower.
All documents, reports, notices, statements, information and other materials provided to the MSRB under this Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB.
Section 11. Notices. All notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made when delivered personally or by mail (including electronic mail) to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Continuing Disclosure Agreement and addressed as set forth below or telecopied to the telecopier number of the recipient, with confirmation of transmission, indicated below:

If to the Borrower:	San Jose Preservation, Ltd.
c/o Lincoln Avenue Capital LLC 401 Wilshire Boulevard, Suite 1070 Santa Monica, California 90401
With copies to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street Miami, Florida 33130
Cohen & Liuzzo, PLLC
169 Madison Avenue, Suite 15054 New York, New York 10016
If to the Dissemination Agent:	The Bank of New York Mellon Trust
Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust Department

If to the Trustee:	The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256 Attention: Relationship Manager
Section 12. Governing Law. This Continuing Disclosure Agreement shall be governed by the laws of the State of Florida.
Section 13. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement may be terminated by any party to this Continuing Disclosure Agreement upon thirty days’ written notice of termination delivered to the other party or parties to this Continuing Disclosure Agreement; provided the termination of this Continuing Disclosure Agreement is not effective until (i) the Borrower, or its successor, enters into a new continuing disclosure agreement with a dissemination agent who agrees to continue to provide, to the MSRB and the Beneficial Owners of the Bonds, all information required to be communicated pursuant to the rules promulgated by the Securities and Exchange Commission or the MSRB, (ii) a nationally recognized bond counsel or counsel expert in federal securities laws provides an opinion that the new continuing disclosure agreement is in compliance with all applicable state and federal securities laws, and (iii) notice of the termination of this Continuing Disclosure Agreement is provided to the MSRB.
The Dissemination Agent shall be fully discharged at the time any such termination is effective. Also, this Continuing Disclosure Agreement shall terminate automatically upon (i)

payment or provisions for payment of the Bonds, or (ii) when all of the Bonds are or are deemed to be no longer outstanding by reason of redemption or legal defeasance or at final maturity.
Section 14. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF, the parties hereto have caused this Continuing Disclosure Agreement to be executed by their duly authorized representatives as of the date set forth above.

BORROWER:

SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

[Signatures continue on following page]

[Dissemination Agent’s Signature Page to San Jose Apartments Continuing Disclosure Agreement]

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Dissemination Agent

By:		
Authorized Officer

EXHIBIT A ANNUAL REPORT
$15,000,000*
Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)

CUSIP: 	
Annual report for the period ending December 31,	 THE PROJECT
Name of the Project:	San Jose Apartments	
Address:	2353 Winter Woods Blvd, Winter Park, Florida	
Number of Units:	121	
INFORMATION ON THE BONDS

Original principal amount of bonds:	$[	]	
Outstanding principal amount of bonds:		
OPERATING HISTORY OF THE PROJECT

The following table sets forth a summary of the operating results of the Project for fiscal year ended December 31, 20  , as derived from the Borrower’s audited financial statements [or unaudited financial statements].

Financial Results for
Fiscal Year Ending December 31, 		
Revenues		
Operating Expenses1		
Net Operating Income		
Debt Service on the Bonds		
Net Income (Loss)		
Debt Service Coverage Ratio		

1	Excludes depreciation and other non-cash expenses, includes management fee.

* Preliminary; subject to change.

Occupancy Results for
Fiscal Year Ending December 31,	
Physical Occupancy		%	
Economic Occupancy1	%	

1	The physical occupancy rate is the proportion of units that are occupied or leased by tenants. The economic occupancy rate is the proportion of the gross potential rent that is actually collected. As such, the economic occupancy takes into consideration items such as model units, employee units, discounted units, rent incentives, loss to lease and bad debt expense.
AUDITED FINANCIAL STATEMENTS
		Attached
     Audited financial statements of the Borrower for the period ending December 31, 20   are not yet completed; therefore, no audited financial statements of the Borrower are being filed herewith. Unaudited financial statements for such period are attached in lieu of audited financial statements. Audited financial statements will be filed when available.
   No audited financial statements of the Borrower were prepared for the period ending December 31, 20 ; therefore, no audited financial statements of the Borrower are being filed herewith. Unaudited financial statements for such period are attached in lieu of audited financial statements.

EXHIBIT B

NOTICE OF FAILURE TO
FILE ANNUAL DISCLOSURE REPORT

Name of Issuer:	Osceola County Housing Finance Authority

Name of Issue:	Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments)

Name of Borrower:	San Jose Preservation, Ltd. CUSIP:		
Date of Issuance:	[	]   , 2026

NOTICE IS HEREBY GIVEN that the above-referenced borrower (the “Borrower”) has not provided an Annual Report with respect to the above-named Bonds as required by its Continuing Disclosure Agreement. The undersigned has been informed by the Borrower that it anticipates that Annual Report will be filed by 	.
DATED: 	

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Dissemination Agent

By:		
Authorized Officer

cc: Borrower

EXHIBIT C
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF PROJECT PLACED IN SERVICE
Name of Issuer:	Osceola County Housing Finance Authority
Name of Bond Issue: Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) Name of Borrower:	San Jose Preservation, Ltd.
Name of Project:	San Jose Apartments
Address of Project:	2353 Winter Woods Blvd, Winter Park, Seminole County, Florida Date of Issuance:	[	]  , 2026
NOTICE IS HEREBY GIVEN as per the requirements of the Continuing Disclosure
Agreement, dated as of [	] 1, 2026, between the above-referenced borrower (the “Borrower”) and The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent, that the Borrower has certified that the above-referenced project (the “Project”) is complete and placed in service by the Borrower as evidenced by a certificate from the Borrower confirming that the Project is placed in service for purposes of Section 42 of the Code.

Dated:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Dissemination Agent

By:		
Authorized Officer

cc: Borrower

EXHIBIT D
FORM OF NOTICE OF PLACED IN SERVICE
$15,000,000*
OSCEOLA COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS,
2026 SERIES A (SAN JOSE APARTMENTS)
The undersigned hereby provides notice to The Bank of New York Mellon Trust Company, N.A., as dissemination agent (the “Dissemination Agent”) that the multifamily rental housing facility known as the San Jose Apartments (the “Project”) has been placed in service in accordance with the Trust Indenture, dated as of [	] 1, 2026, between Osceola County Housing Finance Authority (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), pursuant to which the above-captioned bonds were issued, as further evidenced by the attached Certificate of Occupancy.

BORROWER:
SAN JOSE PRESERVATION, LTD., a Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware limited liability company, its general partner

By:		 Tyler Conger
Vice President

* Preliminary; subject to change.

ATTACHMENT
Certificate of Occupancy

Section M

EXHIBIT M
CREDIT UNDERWRITING REPORT UPDATE LETTER

January 28, 2026

Osceola County Housing Finance Authority c/o Ms. Jan Carpenter, Esq.
Latham, Luna, Eden & Beaudine, LLP 201 South Orange Avenue, Suite 1400
Orlando, Florida 32801

Re:	San Jose Apartments – Multifamily Mortgage Revenue Bond (“MMRB”) / 4% Housing Credit (“HC”)
Credit Underwriting Report (“CUR”) Update Letter (“CUL”) to the Final CUR, dated July 9, 2025, to approve changes to the MMRB Amount and Structure, Sources, and 4% HC Equity

Dear Ms. Carpenter:
Seltzer Management Group, Inc. (“SMG” or “Seltzer”) is in receipt of a correspondence and supporting due diligence, from a representative of San Jose Preservation, Ltd. (“Borrower” or “Applicant”) requesting Osceola County Housing Finance Authority’s (“OCHFA” or “Authority”) consent to a change in the MMRB amount and structure, additional sources and HC Equity for San Jose Apartments (“Development”). At your direction, SMG has reviewed the request and formulated a recommendation. Seltzer’s findings are presented below.
Change in MMRB Structure
The CUR was approved at OCHFA’s July 15, 2025, Board meeting and has not closed yet. The approved structure contemplated (i) up to $19,500,000 of tax-exempt bonds marketed through a public offering (“Series A Bonds”), and (ii) an $8,000,000 tax-exempt note issued during the construction period in favor of San Jose Apartments, LLC (the “Seller”) and subsequently assigned to the Applicant (“Series B Note”). The Series A Bonds were to be cash-collateralized by all or a portion of a HUD 241(a) loan from Grandbridge Real Estate Capital, LLC (“Grandbridge”) in the original amount of $9,650,800 and a Truist Community Capital, LLC (“TCC”) taxable equity bridge loan (“EBL”) in the original amount of $15,472,104. The Series B Note was to be converted to a taxable seller note following placement-in-service. The Applicant now requests OCHFA’s consent to revise the MMRB financing structure as follows:
MMRB Amount decrease from a total of $27,500,000 of tax-exempt MMRB Series A and Series B to $15,000,000 of tax-exempt MMRB, cash-collateralized by a portion of the HUD 241(a) loan from Grandbridge estimated to be $3,465,740 and a portion of the TCC taxable EBL estimated to be $11,534,260.
Seller Note Structure Change from an $8,000,000 tax-exempt Series B Note included in the bond issuance to a taxable seller note in the amount of $6,250,000 outside of the bond transaction.

Panama City Beach • Orlando • Tampa • Miami

Credit Underwriting Report Update Letter	SMG
Construction and Permanent Sources as approved in the CUR

CONSTRUCTION/PERMANENT SOURCES:	
Source	Lender	Construction	Permanent	Perm Loan/Unit	
Local HFA Bonds	OCHFA MMRB Series A	$19,500,000	$0	$0.00	
Local HFA Bonds	OCHFA MMRB Series B /
Seller Note	$8,000,000	$0	$0.00	
Regulated Mortgage
Lender	Truist Bank Existing HUD
223(f)	$7,768,009	$7,768,009	$77,680.09	
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$5,622,904	$9,650,800	$96,508.00	
Other	Reinvestment Proceeds	$1,361,100	$1,361,100	$13,611.00	
Other	Truist Bank Solar Equity	$1,112,612	$1,112,612	$11,126.12	
Net Op. Income	Development NOI	$0	$486,686	$4,866.86	
Regulated Mortgage
Lender	Truist Bank Put/Call EBL	$2,900,170	$0	$0.00	
Seller Financing	Seller Note	$0	$8,000,000	$80,000.00	
HC Equity	Truist Community Capital, LLC	$0	$19,334,464	$193,344.64	
Deferred Dev Fee	Developer	$6,571,520	$5,122,644	$51,226.44	
Applicant	GP Equity	$100	$100	$1.00	
TOTAL		$52,836,415.00	$52,836,415.00	$528,364.15	
Cash Collateral Source(s):	
Regulated Mortgage
Lender	Truist Bank EBL	$15,472,104.00			
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$4,027,896.00			
GRAND TOTAL		$19,500,000.00			
Revised Construction and Permanent Sources

CONSTRUCTION/PERMANENT SOURCES:	
Source	Lender	Construction	Permanent	Perm Loan/Unit	
Local HFA Bonds	OCHFA MMRB	$15,000,000	$0	$0.00	
Regulated Mortgage
Lender	Truist Bank Existing HUD
223(f)	$7,724,951	$7,724,951	$77,249.51	
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$7,716,260	$11,182,000	$111,820.00	
Seller Financing	Seller Note	$6,250,000	$6,250,000	$62,500.00	
Regulated Mortgage
Lender	Truist EBL	$5,215,740	$0	$0.00	
Other	Reinvestment Proceed	$870,000	$870,000	$8,700.00	
Other	Truist Bank Solar Equity	$0	$1,098,177	$10,981.77	
Net Op. Income	Development NOI	$486,686	$486,686	$4,866.86	
HC Equity	Truist Community Capital, LLC	$2,900,170	$19,334,464	$193,344.64	
Deferred Dev Fee	Developer	$5,872,115	$5,089,644	$50,896.44	
GP Equity	Applicant	$100	$100	$1.00	
TOTAL		$52,036,022	$52,036,022	$520,360.22	
Cash Collateral Source(s):	
Regulated Mortgage
Lender	Truist EBL	$11,534,260			
Regulated Mortgage
Lender	Grandbridge HUD 241(a)	$3,465,740			
GRAND TOTAL		$15,000,000			

Credit Underwriting Report Update Letter	SMG
Changes to Sources
The amount of the existing Truist Bank HUD 223(f) First Mortgage decreased from $7,768,009.00 to
$7,724,951.
The Grandbridge HUD 241(a) increased from $9,650,800.00 to $11,182,000.
The Seller Note decreased from $8,000,000.00 to $6,250,000.
The TCC EBL increased from $15,472,104.00 to $16,750,000.
Bond Reinvestment Proceeds decreased from $1,361,100.00 to $870,000.
Solar Tax Credit Equity decreased from $1,112,612.00 to $1,098,177.
Development Net Operating Income (“NOI”) in the amount of $486,686 was added as a source during construction.
The Truist Bank Put/Call EBL was removed as a construction source.
HC Equity from TCC the amount of $2,900,170 was added as a construction source.
Deferred Developer Fee decreased from $6,571,520.00 to $5,872,115 in the construction period and from $5,122,644.00 to $5,089,644 in the permanent period.
Use of Funds
The costs in the “Applicant Costs” column represent the final costs as reflected in the Final CUR. The “Revised Applicant Costs” column represent the Borrower’s current development costs.

TOTAL DEVELOPMENT COSTS	

Applicant Costs	Revised Applicant Costs	Underwriters Total Costs - CUR	

Cost Per Unit	HC Ineligible Costs - CUR	
TOTAL DEVELOPMENT COSTS:	$52,836,415	$52,146,401	$52,036,022	$430,050	$5,546,591	
Since the Final CUR, Total Development Costs have decreased by $800,393 (1.51%), primarily due to decreases in financial costs.

Credit Underwriting Report Update Letter	SMG
Operating Pro Forma

OPERATING PRO FORMA	ANNUAL	PER UNIT	
INCOME	Gross Potential Rental Income	$1,895,184	$15,663	
	Rent Subsidy (ODR)	$0	$0	
	Other Income:			
		Miscellaneous	$145,200	$1,200	
		Rent Concessions	$0	$0	
	Gross Potential Income	$2,040,384	$16,863	
	Less: 			
		Physi ca l Va ca ncy Loss - Percentage:	4.0%	($81,615)	($675)	
		Collection Loss - Percentage:	1.0%	($20,404)	($169)	
Total Effective Gross Revenue	$1,938,365	$16,020	
EXPENSES	Fi xe d:			
		Real Esta te Ta xe s	$1,008	$8	
		Insurance	$145,200	$1,200	
		Othe r		$0	$0	
	Va ri able:			
		Management Fee - Percentage:	4.0%	$77,534.59	$641	
		General and Administra ti ve	$39,930	$330	
		Pa yroll Expenses	$175,450	$1,450	
		Utili ti es	$112,464	$929	
		Marketing and Advertising	$6,050	$50	
		Maintenance and Repairs	$87,725	$725	
		Grounds Maintenance and Landscaping	$0	$0	
		Resident Programs	$0	$0	
		Contract Services	$0	$0	
		Security	$0	$0	
	Reserve for Replacements	$36,300	$300	
Total Expenses	$681,662	$5,634	
Net Operating Income	$1,256,703	$10,386	
Debt Service Payments			
DEBT SERVICE		Fi rs t Mortgage - Truist Bank Existing HUD 223(f)	$393,208	$3,250	
		Second Mortgage - Grandbridge HUD 241(a)	$744,042	$6,149	
		Seller Note - Seller	$306,250	$2,531	
		Fi rs t Mortgage Fees - Truist Bank Existing HUD 22	$0	$0	
		Second Mortgage Fees - Grandbridge HUD 241(a)	$3,755	$31	
		Seller Note Fees - Seller	$0	$0	
Total Debt Service Payments	$1,447,255	$11,961	
Cash Flow After Debt Service	($190,552)	($1,575)	
						
Debt Service Coverage Ratios			
		DSC - First Mortgage plus Fees	3.196		
		DSC - Second Mortgage plus Fees	1.101		
		DSC - Third Mortgage plus Fees	0.868		
		DSC - Fourth Mortgage plus Fees	0.868		
		DSC - Fifth Mortgage plus Fees	0.868		
		DSC - All Mortgages and Fees	0.868		
						
Financial Ratios			
		Operating Expense Ratio	35.2%		
		Break-Even Ra ti o 	104.5%		

Credit Underwriting Report Update Letter	SMG
Notes to the Operating Pro Forma:
The First Permanent Mortgage loan plus Debt Service Coverage (“DSC”) decreased from 3.20x to 1.00 to 3.196x to 1.00.
The Second Permanent Mortgage plus fees DSC decreased from 1.12x to 1.00 to 1.101x to 1.00.
A 15-year income and expense projection reflects increasing DSC through year fifteen. This projection is attached to this report as Exhibit 1.
Summary and Recommendation
SMG concludes that the change to the MMRB Amount and Structure, Sources, and 4% HC Equity will not adversely impact the transaction and/or OCHFA’s security position. Accordingly, SMG provides this analysis for OCHFA’s consideration to approve the Borrower’s request, subject to the receipt and satisfactory review of the following:
Upon finalization of the first mortgage loan terms, fees, and rate lock, Seltzer must confirm whether the first mortgage loan amount needs to be reduced to ensure the DSC ratio meets or exceeds the required minimum of 1.10x to 1.00.
All general conditions reflected in the Final CUR dated July 9, 2025.
All other due diligence required by OCHFA, its legal counsel and Seltzer. Should you have any questions please feel free to contact me directly. Sincerely,

Kat Johnson
Credit Underwriter
Seltzer Management Group

Exhibit A
15-year Pro Forma

FINANCIAL COSTS:	Year 1	Year 1
Per Unit	Year 2	Year 3	Year 4	Year 5	Year 6	Year 7	Year 8	Year 9	Year 10	Year 11	Year 12	Year 13	Year 14	Year 15	
OPERATING PRO FORMA																	
INCOME:	Gros s Potential Rental Income	$1,895,184	$15,663	$1,933,088	$1,971,749	$2,011,184	$2,051,408	$2,092,436	$2,134,285	$2,176,971	$2,220,510	$2,264,920	$2,310,219	$2,356,423	$2,403,552	$2,451,623	$2,500,655	
	Rent Subsidy (ODR)																	
	Other Income: (7.66%)																	
	Mis cellaneous	$145,200	$1,200	$148,104	$151,066	$154,087	$157,169	$160,313	$163,519	$166,789	$170,125	$173,527	$176,998	$180,538	$184,149	$187,832	$191,588	
	Rent Conces s ions																	
	Gros s Potential Income	$2,040,384	$16,863	$2,081,192	$2,122,816	$2,165,272	$2,208,577	$2,252,749	$2,297,804	$2,343,760	$2,390,635	$2,438,448	$2,487,217	$2,536,961	$2,587,700	$2,639,454	$2,692,243	
	Less: 																	
	Economic Los s	Percentage:  0.00%																	
	Phys ical Vac. Los s	Percentage:  4.00%	$81,615	$675	$83,248	$84,913	$86,611	$88,343	$90,110	$91,912	$93,750	$95,625	$97,538	$99,489	$101,478	$103,508	$105,578	$107,690	
	Collection Los s	Percentage:  1.00%	$20,404	$169	$20,812	$21,228	$21,653	$22,086	$22,527	$22,978	$23,438	$23,906	$24,384	$24,872	$25,370	$25,877	$26,395	$26,922	
Total Effective Gross Income	$1,938,365	$16,020	$1,977,132	$2,016,675	$2,057,008	$2,098,148	$2,140,111	$2,182,914	$2,226,572	$2,271,103	$2,316,525	$2,362,856	$2,410,113	$2,458,315	$2,507,482	$2,557,631	
Annual Es calation Rate (Income):  2.00%																	
EXPENSES:	Fi xe d:																	
	Ground Leas e																	
	Sub-ground Leas e																	
	Real Es tate Taxes	$1,008	$8	$1,038	$1,069	$1,101	$1,135	$1,169	$1,204	$1,240	$1,277	$1,315	$1,355	$1,395	$1,437	$1,480	$1,525	
	Ins urance	$145,200	$1,200	$149,556	$154,043	$158,664	$163,424	$168,327	$173,376	$178,578	$183,935	$189,453	$195,137	$200,991	$207,020	$213,231	$219,628	
	Othe r																	
	Variable:																	
	Management Fee	Percentage:  4.00%	$77,535	$641	$79,085	$80,667	$82,280	$83,926	$85,604	$87,317	$89,063	$90,844	$92,661	$94,514	$96,405	$98,333	$100,299	$102,305	
	General and Adminis trative	$39,930	$330	$41,128	$42,362	$43,633	$44,942	$46,290	$47,679	$49,109	$50,582	$52,100	$53,663	$55,272	$56,931	$58,639	$60,398	
	Payroll Expens es	$175,450	$1,450	$180,714	$186,135	$191,719	$197,471	$203,395	$209,496	$215,781	$222,255	$228,922	$235,790	$242,864	$250,150	$257,654	$265,384	
	Utilities	$112,464	$929	$115,838	$119,313	$122,892	$126,579	$130,377	$134,288	$138,317	$142,466	$146,740	$151,142	$155,676	$160,347	$165,157	$170,112	
	Marketing and Advertis ing	$6,050	$50	$6,232	$6,418	$6,611	$6,809	$7,014	$7,224	$7,441	$7,664	$7,894	$8,131	$8,375	$8,626	$8,885	$9,151	
	Maintenance and Repairs /Pes t Control	$87,725	$725	$90,357	$93,067	$95,859	$98,735	$101,697	$104,748	$107,891	$111,127	$114,461	$117,895	$121,432	$125,075	$128,827	$132,692	
	Othe r																	
	Res erve for Replacements	$36,300	$300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$36,300	$37,389	$38,511	$39,666	$40,856	$42,082	
Total Expenses	$681,662	$5,634	$700,247	$719,375	$739,060	$759,320	$780,172	$801,632	$823,718	$846,450	$869,846	$895,015	$920,921	$947,584	$975,028	$1,003,276	
Annual Es calation Rate (Expens es ):  3.00%																	
Net Operating Income	$1,256,703	$10,386	$1,276,885	$1,297,300	$1,317,948	$1,338,828	$1,359,940	$1,381,282	$1,402,853	$1,424,653	$1,446,679	$1,467,841	$1,489,192	$1,510,731	$1,532,453	$1,554,355	
Debt Service Payments																	
Firs t Mortgage - Truis t Bank Exis ting HUD 223(f)	$393,208	$3,250	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	$393,208	
Second Mortgage - Grandbridge HUD 241(a)	$744,042	$6,149	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	$744,042	
Third Mortgage - Seller	$306,250	$2,531	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	$306,250	
Firs t Mortgage Fees - Truis t Bank Exis ting HUD																	
Second Mortgage Fees - Grandbridge HUD	$3,755	$31	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	$3,755	
Total Debt Service Payments	$1,447,255	$11,961	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	$1,447,255	
Cas h Flow after Debt Service	($190,552)	($1,575)	($170,370)	($149,955)	($129,307)	($108,427)	($87,315)	($65,973)	($44,401)	($22,602)	($576)	$20,586	$41,938	$63,476	$85,198	$107,100	
Debt Service Coverage Ratios																	
DSC - Firs t Mortgage plus Fees	3.20x		3.25x	3.30x	3.35x	3.40x	3.46x	3.51x	3.57x	3.62x	3.68x	3.73x	3.79x	3.84x	3.90x	3.95x	
DSC - Second Mortgage plus Fees	1.10x		1.12x	1.14x	1.16x	1.17x	1.19x	1.21x	1.23x	1.25x	1.27x	1.29x	1.31x	1.32x	1.34x	1.36x	
DSC - Third Mortgage plus Fees	0.87x		0.88x	0.90x	0.91x	0.93x	0.94x	0.95x	0.97x	0.98x	1.00x	1.01x	1.03x	1.04x	1.06x	1.07x	
Financial Ratios																	
Operating Expens e Ratio	35.17%		35.42%	35.67%	35.93%	36.19%	36.45%	36.72%	36.99%	37.27%	37.55%	37.88%	38.21%	38.55%	38.88%	39.23%	
Break-even Econ Occup Ratio (all debt)	104.54%		103.39%	102.26%	101.17%	100.11%	99.08%	98.07%	97.09%	96.15%	95.22%	94.37%	93.55%	92.75%	91.97%	91.22%	
Break-even Econ Occup Ratio (mus t pay debt)	89.53%		88.67%	87.84%	87.03%	86.24%	85.48%	84.74%	84.03%	83.34%	82.66%	82.06%	81.48%	80.91%	80.37%	79.85%	

Section N

EXHIBIT N MORTGAGE LOAN AGREEMENT

MORTGAGE LOAN AGREEMENT

San Jose Apartments

THIS MORTGAGE LOAN AGREEMENT (this “Agreement”) is made as of 	
1, 2026, by and among OSCEOLA COUNTY HOUSING FINANCE AUTHORITY, a public
body corporate and politic duly created and existing under the laws of the State of Florida (“Issuer”), SELTZER MANAGEMENT GROUP, INC., a Florida corporation (the “Construction Loan Servicer) and FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA, a
Florida corporation (the “Permanent Loan Servicer”) (the Construction Loan Servicer and the Permanent Loan Servicer collectively, the “Issuer Servicer”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”), and SAN JOSE PRESERVATION, LTD., a Florida limited partnership (the “Borrower”).
W I T N E S S E T H :

WHEREAS, all capitalized terms in this Agreement not otherwise defined shall have the meanings set forth in the Loan Agreement (hereinafter defined) and the Indenture (hereinafter defined); and

WHEREAS, all capitalized terms in this Agreement not otherwise defined herein shall have the meanings set forth in the Land Use Restriction Agreement, the Indenture and/or the Loan Agreement (as such terms are hereinafter defined), as applicable; and

WHEREAS, pursuant to the Act, the Issuer and Borrower have entered into that certain Loan pursuant to the terms of the Loan Agreement between Issuer and Borrower dated as of
	 1, 2026 (the "Loan Agreement"), the terms of which are hereinafter incorporated by this reference, under which Issuer has agreed to make a loan in the original principal amount of FIFTEEN MILLION DOLLARS AND NO/100 DOLLARS ($15,000,000) (the “Loan”) to
Borrower for the acquisition, construction and permanent financing of that certain 121-unit multifamily rental housing development and related personal property and equipment, located at 2353 Winter Woods Blvd., Winter Park, FL 32792 on land within Seminole County, Florida, the legal description for which is set forth in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), known as San Jose Apartments (the "Property"), to be occupied or reserved for occupancy (at least partially) by individuals of low income within the meaning of Section 142(d) of the Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of low, moderate or middle income within the State to afford the cost of decent, safe and sanitary housing; and
WHEREAS, in order to provide the funds with which to make the Loan to Borrower, Issuer has authorized the issuance of its $15,000,000 Osceola County Housing Finance Authority Multifamily Housing Revenue Bonds, 2026 Series A (San Jose Apartments) (the “Bonds”) pursuant to a Trust Indenture dated as of 	 1, 2026, by and between Issuer and the Trustee (the "Indenture"), the terms of which are incorporated herein by this reference; and

WHEREAS, as a condition to Issuer making the Loan to Borrower and pursuant to the requirements of the Loan and the Indenture, Issuer, the Trustee and Borrower have executed a Land Use Restriction Agreement dated as of 	 1, 2026 (the "Land Use Restriction Agreement"), the terms of which are incorporated herein by this reference, setting forth certain terms and conditions relating to the acquisition of the Land and the construction and operation of the Property and which sets forth various other covenants and agreements that run with the land on which the Property is located; and

WHEREAS, the Issuer Servicer has represented and warranted that it is duly qualified and authorized to engage in the business of administering loans of the type of the Bond Loan referred to herein and the Issuer Servicer has further represented and warranted that, if applicable, its accounts and deposits are and will continue to be deposited with a financial institution eligible to be insured by the Federal Deposit Insurance Corporation ("FDIC"); and

WHEREAS, the Issuer Servicer shall act as agent of Issuer in performing certain functions under the Bond Documents, and shall manage and service the Bond Loan, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS. Unless otherwise expressly provided herein or unless the context clearly requires otherwise, the following terms shall have the respective meanings set forth below for all purposes of this Agreement. In addition, the capitalized words and terms used herein which are not otherwise defined herein shall have the same meanings ascribed to them in the Loan Agreement and the Indenture:

“Acceptable Depository Account” -- An account within any Federal Reserve Bank, Federal Home Loan Bank or any other depository institution wherein the account is insured by the Federal Deposit Insurance Corporation, National Credit Union Share Insurance Fund or such other governmental insurer or guarantor as may be acceptable to Issuer and, where applicable the Borrower. If the account balance exceeds the maximum insurable limit, the depository institution must (a) fully secure any excess by a collateral pledge of Governmental Obligations, or (b) transfer an amount to another Acceptable Depository Account such that the account balances do not exceed the maximum insurable limits. The account shall be interest-bearing, unless the Borrower submits a written request to the Issuer Servicer to the contrary. Funds must be withdrawable on demand, without prior notice or early withdrawal penalty. Accounts that limit the number of withdrawals may be maintained; however, the Issuer Servicer is responsible for any resulting fees or penalties.
“Agreement” -- This Mortgage Loan Agreement, as from time to time amended, modified or supplemented.
“Bond Documents” -- Shall have the meaning given to the term “Documents” in the Indenture.

Reserved.
“Budget” -- The proposed budget for the Improvements which is attached hereto as Exhibit “B” and by this reference made a part hereof, which contains a construction/rehabilitation schedule of the Improvements, as may be amended in accordance with the terms hereof.
“Completion Date” –December 1, 2026, unless extended with the prior written approval of Issuer and the Lender, which approval shall not be unreasonably withheld, or otherwise extended in accordance with the Bond Documents.
“Construction Contract” -- That Certain Standard Form of Agreement Between Owner and Contractor, dated as of November 17, 2024, and any and all addendums, riders or modifications thereto.
“Contractor” – Langerman Construction LLC, a Florida limited liability company, whose address is 3811 Caboose Place, Sanford, Florida 32771, and any successor general contractor approved by Issuer in writing.
“Cost of the Improvements” -- All direct and indirect costs, including interest costs, required to be expended by the Borrower to comply with requirements of this Agreement, specifically including items set forth in the Budget. The Cost of the Improvements shall include the reasonable cost of labor and materials actually expended or incurred by the Borrower and incorporated in the Improvements on the Land, as well as interest costs and issuance costs and fees associated with the closing of the Bond Loan and the issuance of the Bonds (ex-cluding fees and profit of the Borrower), and include materials stored on the Land.
“Developer” – San Jose Developer, LLC, a Delaware limited liability company, authorized to transact business in the state of Florida, whose mailing address is 4401 Wilshire Blvd., 11th Floor, Santa Monica, CA 90401.
“Eligible Depository” -- Any Federal Reserve Bank, Federal Home Loan Bank or any other deposit institution that:
has its accounts insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or such other governmental insurer or guarantor as may be acceptable to Issuer and, where applicable, the Borrower; and
is rated as “well capitalized” by its applicable federal or state regulator or, if not rated by a federal or state regulator, satisfies the capital requirements that would apply for categorization as “well capitalized” under federal or state regulations; and
[For depository institutions with assets $20 billion or more] The institution must have a financial rating that meets or exceeds only one (1) of the following criteria if rated only by S&P or only

by Moody’s; however, if rated by both, then it must satisfy both items (a) and (b) below:

a short-term issuer rating by S&P or “A-2” and a long-term issuer rating of “BBB” by S&P;
a short-term bank deposit rating by Moody’s of “P-3” and a long-term bank deposit rating of “Baa2” by Moody’s;
satisfies any other standard determined by Issuer, provided that such other standard is comparable to the rating requirements set forth above; or
[For depository institutions with assets of less than $20 billion] The institution must meet (a), (b) or (c) above or it must meet or exceed one (1) of the following criteria:

a financial rating of 175 by IDC Financial Publishing, Inc.;
a financial rating of C+ by LACE Financial Corporation; or

When determining the eligibility of a depository institution, the Issuer Servicer must use the most recent financial ratings and must subsequently re-check these ratings quarterly. If a depository no longer satisfies the requirements for an Eligible Depository, the Issuer Servicer must transfer the account to an Eligible Depository within 30 days after learning that the depository institution is unacceptable.

“Environmental Indemnity” -- That certain Environmental Indemnity dated as of 	 1, 2026, from the Borrower, SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company, LINCOLN AVENUE CAPITAL LLC, a Delaware limited liability company, SAN JOSE DEVELOPER LLC, a Delaware limited liability company, JEREMY BRONFMAN 2014 REVOCABLE TRUST and JEREMY S. BRONFMAN, individually, to
Issuer.
“Events of Default” -- Those events of default as defined in Section 18 of this Agreement.
“Issuer Documents” -- Collectively, this Agreement, the Bond Loan Note, the Loan Agreement, the Land Use Restriction Agreement and the Indenture and all other documents, agreements and instruments evidencing, securing, guaranteeing the payment of or otherwise relating to the Bond Loan, or any portion thereof, as each such document, agreement or instrument may be amended, supplemented or restated from time to time.

“Force Majeure” -- An act of God, strikes, lockouts, act of public enemy, lightning, fire, storm, flood, or any other cause of delay beyond the reasonable control of the party claiming the applicability of the Force Majeure doctrine (financial inability excepted).

[intentionally omitted].

“Governmental Obligations” -- Any part of an obligation evidenced by any bond, note, debenture, or other evidence of indebtedness issued by any governmental unit specified in Section 3(a)(2) of the Securities Act of 1933.

“Guarantees” -- That certain Absolute and Unconditional Guaranty of Completion, that certain Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, and that certain Continuing, Absolute and Unconditional Guaranty of Operating Deficits, all dated as of 	 1, 2026, from the guarantors named therein, in favor of Issuer.
“Improvements” -- All improvements described in the Plans for the Property (as defined herein) and all additions and equipment reasonably necessary to construct, equip, renovate, operate and rent the Property, including all amenities. Without limiting the foregoing, the term Improvements shall include all landscaping, walls, drives, approaches, sidewalks, curbs, paving and all chattels, furniture, furnishings and equipment described in the Plans.

“Inspecting Engineer” – Any inspecting engineer or architect acceptable to Issuer from time to time in its sole discretion, the costs of which shall be paid by the Borrower.

“Investor Limited Partner” – TCC San Jose LLC, a Georgia limited liability company, and its permitted successors and assigns in their capacity as the Investor Limited Partner of the Borrower.

“Land” -- The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof.
	“Land Use Restriction Agreement” -- The Land Use Restriction Agreement, dated as of 	 1, 2026, by and among Issuer, the Trustee and the Borrower.

“Lender” means Grandbridge Real Estate Capital LLC, a North Carolina limited liability company, and its successors and assigns.
“Lender Loan” means, the Lender Mortgage Loan made by the Lender to the Borrower in the original principal amount of [$9,650,800] and evidenced by the Lender Mortgage Note and secured by the Mortgage Lender Mortgage, as each such document, agreement or instrument may be amended, supplemented or restated from time to time, to reflect the permanent loan.

“Mortgage Lender Loan Documents” means, collectively, the Mortgage Lender’s Mortgage Note, the Mortgage Lender Mortgage, the Multifamily Loan and Security Agreement, and all other documents, agreements and instruments evidencing, securing or otherwise relating to the Mortgage Lender Loan, as each such document, agreement or instrument may be amended, supplemented or restated from time to time. Neither the Loan Agreement nor the Regulatory Agreement is a Mortgage Lender Loan Document.

“Partnership Agreement” – The Amended and Restated Partnership Agreement dated as of   , 2026, among SAN JOSE PRESERVATION GP LLC, a Delaware limited liability company (the “General Partner”), LAC TC PARTNERS HOLDINGS LLC, a Delaware limited liability company (the “Original Limited Partner”) the Investor Limited Partner and CDC SPECIAL LIMITED PARTNER, L.L.C., a Georgia limited liability company (the “Special Limited Partner”), as may be amended from time to time.

“Plans” -- The final scope of work for the Improvements heretofore approved by Issuer and the Inspecting Engineer or their respective agents together with any and all amendments and modifications thereto made with the approval of Issuer or its agent or otherwise in accordance with the terms hereof.
“Permitted Encumbrances” - As used in this Agreement, the term “Permitted Encumbrances” shall mean (a) liens and security interests granted pursuant to the Mortgage Lender Loan Documents, (b) the items on Schedule B of the Title Insurance Policy, (c) customary easements entered into by Borrower in connection with the Improvements which have been reviewed and approved in writing by Mortgagee, (d) documents required to be recorded by applicable legal requirements which have been reviewed and approved in writing by Lender, and
(e) subordinate liens approved by Issuer.

“Property” -- The real property described in Exhibit “A”, which is attached hereto and by this reference made a part hereof, and the Improvements.
“Title Insurance Policy” - Policy issued pursuant to mortgagee title insurance File No. 55591 issued by First American Title Insurance Company and all endorsements issued as required by this Agreement as of the date of reference.

Unless the context clearly requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof.
The terms and phrases used in the recitals of this Agreement have been included for convenience of reference only and the meaning, construction and interpretation of all such terms and phrases for purposes of this Agreement shall be determined by references to this Section 1. The titles and headings of the sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent shall arise.
TERM. This Agreement shall continue from the earlier of the date of this Agreement or from the date the Issuer Servicer shall begin servicing the Bond Loan for Issuer until occurrence of the first of the following events:

The Bond Loan shall be paid in full, the Bonds redeemed and the Qualified Project Period (as defined in the Land Use Restriction Agreement) shall have expired.
The Loan shall be foreclosed in accordance with the Bond Documents or the Property encumbered by the Loan shall be acquired by the Trustee without foreclosure.

Termination of this Agreement as to the Issuer Servicer only, with or without cause, pursuant to Section 16 hereof.
Assignment of all right, title and interest of Issuer to a third party (other than pursuant to the Indenture) which terminates the interests of Issuer to this Agreement.

SERVICING. The Issuer Servicer shall service the Loan through maturity in accordance with all of the representations, warranties and agreements set forth in this Agreement. The Issuer Servicer shall exercise the same degree of care, skill, prudence and diligence in servicing the Loan as is the customary and usual practice of prudent financial institutions, which service real property loans for their own portfolios and on behalf of others. Notwithstanding anything in this Section 3 or this Agreement to the contrary, the Lender will service the Lender Mortgage, but the Issuer Servicer shall notify Issuer in writing of any defaults under the Loan of which the Issuer Servicer becomes aware.

CONSTRUCTION/REHABILITATION LOAN SERVICING. The Issuer
Servicer shall not be responsible for monitoring the progress of the construction/rehabilitation work, but shall establish servicing files for the Property that shall contain copies of all documents and reports pertaining to the Property. The Issuer Servicer shall maintain the files until such time as the Bond Loan has been paid in full, unless otherwise directed in writing by Issuer.

Upon request by Issuer, perform an analysis of disbursements from any escrow account.

Obtain copies of all insurance policies and ensure that Issuer is named as loss payee, mortgagee, and additional insured, as applicable. Track the renewal or anniversary premium payment dates of all insurance policies. Notify Issuer, in writing, of any potential coverage lapses 60 days prior to policy termination, and of any coverage lapses, policy terminations or expirations.

In the event that the Trustee, as assignee of Issuer, forecloses on the Property, the Issuer Servicer shall provide documents and other information in its files regarding the Property and testify on the Trustee’s behalf in any applicable foreclosure proceeding. If the Issuer Servicer is requested to provide additional services related to the foreclosure, the payment for such services shall be negotiated and agreed to prior to proceeding but shall not be in excess of the hourly rates for extraordinary services as set forth in Section 7 herein.

Upon completion of the Improvements, the Issuer Servicer shall provide Issuer with the Architect’s Certificate of Substantial Completion or similar evidence of completion acceptable to the Issuer Servicer, upon request for such information from the Borrower.
PERMANENT LOAN SERVICING. The Issuer Servicer shall perform servicing of the Bond Loan as follows::
Establish separate Bond Loan servicing files for the Property, which shall contain copies of all closing documents pertaining to the Property. The Issuer Servicer shall maintain the files until such time as the Bond Loan has been paid in full, plus three years, in accordance with all applicable federal and state laws unless otherwise directed, in writing, by Issuer through its duly authorized representative, as approved by the Issuer Board of Directors.
The Issuer Servicer shall ensure that at all times during the existence of the Bond Loan, all buildings and improvements making up the Property are insured as required by the Bond Documents, for the benefit of Issuer against loss or damage by fire and from such other insurable risks and hazards, all as more specifically set forth in the Bond Documents. In the event the Borrower fails to maintain such insurance in full force and effect, and upon the written authorization of Issuer, such insurance shall be maintained by the Issuer Servicer, subject to payment by Issuer, which shall advance necessary Bond Loan funds to the Issuer Servicer, upon request from the Issuer Servicer. The Issuer Servicer shall retain and safely store, service and continually maintain all such policies and documents related thereto as required herein.

ADVANCES DURING CONSTRUCTION AND REHABILITATION.

Servicer:

Requests for an Advance are to be submitted to the Lender and the Issuer
Issuer Servicer shall maintain all Requests for Advances in the form

as provided for in the Indenture (together with such other information or documentation required by the Lender)
Non-Acceptance of Work. It is specifically understood and agreed that the acceptance or receipt Request for Advance or Advances, or part of any Advance, shall not be construed as an approval or acceptance by Issuer, the Issuer Servier and the Trustee of the work theretofore done.
Notice, Frequency and Place of Disbursements. Each Request for Advance shall be submitted to the Lender, Issuer and the Issuer Servicer at least seven (7) business days prior to the date of the requested Advance; disbursements shall be made no more frequently than monthly by the Lender or at such other time as Lender may agree. The provisions of this Paragraph

shall not restrict the ability of the Trustee to make interest payments or transfer funds in accordance with the Indenture.

Advances to the Contractor. If an Event of Default has occurred and is continuing and all applicable cure periods have expired, the Trustee (in accordance with the Loan Agreement and all requirements in the Loan Agreement and Indenture), may make any or all Advances for construction/rehabilitation expenses directly to the Contractor for deposit in an appropriately designated special bank account and the execution of this Agreement by the Borrower shall, and hereby does, constitute an irrevocable authorization so to Advance the proceeds of the Bond Loan, subject, however, to the applicable provisions of this Agreement. No further authorization from the Borrower shall be necessary to warrant such direct Advances to Contractor and all such Advances, made in accordance with the Bond Documents and the Subordination Agreement shall satisfy pro tanto the obligations of Issuer and the Trustee hereunder and shall be secured by the Mortgage Lender Loan Documents as fully as if made directly to the Borrower.

Conditions to Advances. All Advances or parts of Advances including the initial Advance will be made subject to the approval of the Lender and the Issuer Servicer and to the following conditions precedent as to each Advance (each of which the Borrower covenants to fulfill), satisfaction of which shall be evidenced by the Issuer Servicer’s and Lender’s approval:
That the Borrower has fully complied with all of the provisions of the Bond Documents and is entitled to such Advance, it being understood that the making of any Advance or portion thereof when the Borrower is not so entitled will not constitute waiver of such compliance and that no event has occurred and is continuing which constitutes a "Default" or an "Event of Default" under any Bond Document.

[Intentionally Omitted.]

That the Improvements rehabilitated through the date of the Request for Advance have been rehabilitated in substantial accordance with the Plans and all legal requirements, and that the Inspecting Engineer has made an inspection of and approves the work completed as represented in the current Request for Advance.

That Borrower, or its designee, has furnished the Issuer Servicer with an affidavit executed by an authorized representative of the Borrower or its agent as to whether or not the Borrower has been served with written notice that a lien may be claimed for any amounts unpaid for materials furnished or labor performed by any person, firm, entity or corporation furnishing materials or performing labor of any kind in the construction/rehabilitation or installation of any of the Improvements. The date and manner of service shall be stated in such affidavit and a true and correct copy of each such notice shall be attached to the affidavit.

That the Borrower has procured or will procure verified and proper mechanic's lien waivers and receipted bills or receipts from the Contractor, any subcontractor or materialmen in a form reasonably satisfactory to Issuer, the Issuer Servicer, showing payment of all parties who have furnished materials or performed labor of any kind pertaining to the

construction/rehabilitation or installation of any of the Improvements, except for claims bonded off, insured over or being contested under the terms of the Mortgage, through the date of the previous disbursement. Issuer, the Trustee, and the Issuer Servicer shall not be required nor be responsible to ascertain that any such bills are, in fact, paid. In the event a lien has been filed against the Land, the Issuer Servicer shall require such lien to be satisfied or bonded before approving a Request for Advance.
Final Hard Cost Draw Request.  When the Improvements have been completed and prior to the release of the final hard cost payment and/or the release of Retainage then held by the Issuer Servicer, Borrower shall supply Issuer and the Issuer Servicer with the following documents, if requested by the Issuer Servicer, in addition to satisfying all of the conditions and supplying all of the documents required under Section 6:

Certificates from the Inspector and the Architect and/or engineer that the Improvements have been completed in accordance with the Plans, in a good and workmanlike manner, and in accordance with all laws, ordinances, rules and regulations of all governmental authorities having, or purporting to have, jurisdiction over the Property;

A  certificate  from  Borrower  stating  the  total  Cost  of  the
Improvements;

A photocopy of an executed final certificate of occupancy and/or completion certificate, as applicable, issued by the appropriate official of the jurisdiction in which the Property is located, and any other governmental certificates necessary to evidence that the completed Improvements comply with all zoning and land use ordinances and building regulations;

Intentionally deleted for this rehabilitation development

Contractor's and Owner's Final Affidavit as to payment and release of liens for all lienors named therein, and a final release of mechanics' liens executed by the Contractor and each subcontractor giving Statutory Notice to Owner in form and substance reasonably satisfactory to Issuer and the Title Company;

Policies of fire, lightning and extended coverage insurance, and such other types of insurance as may be required by Issuer and the Lender in such amounts and containing such terms as required in the Bond Documents and Lender Loan Documents, but which shall, in any case, include such insurance coverage sufficient to meet the standards required by Freddie Mac, if the Issuer Servicer were servicing mortgage loans for Freddie Mac, endorsed to show the interest of Issuer and the Trustee and in form and substance and written by companies satisfactory to Issuer and the Lender;

An endorsement to the Title Insurance Policy updating the Title Insurance Policy to the Completion Date, increasing the insurance coverage to the full amount of the Bond Loan and containing no additional exceptions not previously approved by Issuer;

A complete set of signed and sealed "as built" Plans, if requested;

An affidavit from the Borrower and the Borrower's property manager which indicates that the management agreement between said parties, delivered to and approved by Issuer, is in full force and effect and that neither of the parties thereto is in default thereunder; and
All other instruments and documents required by Issuer or the Issuer
Servicer.
COMPENSATION OF THE ISSUER SERVICER. The Borrower shall provide compensation to the Trustee (unless otherwise specified herein) for payment to the Issuer Servicer for the services rendered by the Issuer Servicer hereunder in accordance with the following provisions:
Servicing Fees. The Borrower shall pay the Issuer Servicer fees, which
include:

Compensation payable to the Issuer Servicer for construction servicing shall be paid directly by the Borrower to the Issuer Servicer in the following amounts:

an in-house review fee of $216 per hour for services rendered during the construction/rehabilitation of the Property.

(c)  An additional fee of $216 per hour shall be paid by Borrower for extraordinary construction servicing services.
Compensation payable to the Issuer Servicer for compliance monitoring and permanent loan servicing (permanent loan servicing shall only be charged if the Bond Loan is not repaid in full at time of project completion) shall be paid and deposited by the Borrower with the Trustee on the semi-annual dates established in the Loan Agreement, in the following amounts:

For compliance monitoring, Borrower shall pay a semi-annual amount based on a monthly base compliance monitoring fee of $198 plus an additional annual $12.21 per set-aside unit, with a minimum monthly compliance monitoring fee of $311. On January 1 of each year, the base fee, the minimum fee and the additional fee per set-aside unit shall be adjusted, but not decreased, based on the South Region Consumer Price Index for the twelve month period ending each November 30th. This automatic increase shall not exceed 3% of the prior year's fees.

An additional fee of $216 per hour shall be paid by Borrower for follow-up reviews and/or extraordinary compliance monitoring services.

For permanent loan servicing, A fee of $216 per hour shall be paid by Borrower for permanent loan servicing services.

As provided in the Compliance Monitoring Agreement, when the Bonds are redeemed, defeased or otherwise mature and the Bond Loan is paid in full prior to the end of the Property's Qualified Project Period, (as defined in the Land Use Restriction Agreement) the Borrower shall pay to Issuer (or the Issuer Servicer, if so directed by Issuer) the full amount of the compliance monitoring fees due under this Agreement for payment of all compliance monitoring services for the Property through the end of the Qualified Project Period (based on the fee schedule in effect at the time the fee is to be paid by the Borrower to Issuer). Issuer shall make payment to the Compliance Monitoring Agent for services rendered by the Compliance Monitoring Agent based on the fee schedule in effect at the time the fee is to be paid by the Borrower to Issuer.

When the Bonds are redeemed, defeased or otherwise mature and the Bond Loan is paid in full prior to the end of the Property's Qualified Project Period, (as defined in the Land Use Restriction Agreement) Borrower shall pay a fee of [$  ,] due at closing, to [Issuer to be transferred to Permanent Loan Servicer at the start of the Ad Valorem Tax Exemption Period] for the monitoring of the Land Use Restriction Agreement during the Ad Valorem Tax Exemption Period.

When the Bonds are redeemed, defeased or otherwise mature and the Loan is satisfied, the annual compensation of the Issuer Servicer for permanent loan servicing shall terminate. In the event additional monitoring or servicing duties are required to assure compliance with applicable laws and regulations governing the program(s), as may be amended from time to time, and as reasonably determined by Issuer, the Borrower agrees to pay the Issuer Servicer increased fees for compliance monitoring and/or loan servicing if the scope of work is expanded due to any regulatory changes.

Any fees not paid by the Borrower may be paid by the Trustee from amounts available under the Indenture for such purpose or collected pursuant to the Guarantees unless Borrower gives Trustee notice that such fees are disputed.

Fees for compliance monitoring services shall be paid as provided herein and in the Compliance Monitoring Agreement.

Any fees not paid by the Borrower may be deducted from a subsequent Request for Advance.

BUILDER’S RISK AND HAZARD INSURANCE. The Issuer Servicer shall see to it that at all times during the term of the Bond Loan, all buildings and improvements making up the Property are insured, under standard mortgagee clauses, for the benefit of the Trustee and Issuer against loss or damage by fire and from such other insurable risks and hazards, all as more specifically set forth in the Lender Loan Documents and Loan Agreement. Subject to the applicable provisions of the Loan Agreement, fire insurance and extended coverage shall be in an amount at least equal to the full replacement value of the Property less applicable deductibles.

Subject to the applicable provisions of the Loan Agreement, in the event of the failure by the Borrower to maintain such insurance in full force and effect, and upon the written authorization of Issuer, such insurance shall be maintained by the Issuer Servicer, subject to payment by the Trustee, which shall advance necessary funds (from amounts available for such purposes pursuant to the Indenture) to the Issuer Servicer, upon request from the Issuer Servicer. Borrower will deliver to the Issuer Servicer a legible copy of each insurance policy within thirty (30) days after Closing, and Borrower will promptly deliver to the Issuer Servicer a copy of all renewal and other notices received by Borrower with respect to the policies. The Issuer Servicer shall retain and safely store, service and continually maintain all such policies and documents related thereto as are required by this Paragraph. All insurance coverage maintained pursuant to this Paragraph shall be without contribution by the Trustee and shall be issued by insurance companies having a general policyholder’s rating and financial rating acceptable to Issuer.
[Reserved.]

Notwithstanding anything in this Agreement or the other Bond Documents, the following provisions apply during the term of the Bond Loan. Borrower shall, at all times, comply with the Florida Housing Finance Corporation Insurance Guide. Furthermore, for so long as the Bond Loan remains outstanding, the insurance requirements imposed by Lender Mortgage or the Lender shall apply, and such policy or policies of insurance shall include Issuer as an additional insured, making all loss or losses under such policy or policies payable to Issuer as its interest may appear (subject to the rights of the Lender Mortgage or the Lender, as applicable). For so long as Lender Loan remains outstanding, in the event of a conflict between the requirements for insurance hereunder and the Lender’s insurance requirements (as to amounts and types of coverages, deductibles and special endorsements), the provisions of the insurance requirements imposed by Lender pursuant to the Lender Loan Documents, and the disbursement of any insurance process shall be governed by Section 5.13 of the Loan Agreement.

INSURANCE TO BE MAINTAINED BY THE ISSUER SERVICER.  The
Issuer Servicer shall maintain at all times during the existence of this Agreement, at its own expense, blanket fidelity insurance and errors and omissions insurance covering the Issuer Servicer’s officers and employees and other persons acting on behalf of the Issuer Servicer relating to the Issuer Servicer’s performance of this Agreement. The amount of coverage of such policies shall be at least equal to the coverage that would be required by Freddie Mac, with respect to the Issuer Servicer if the Issuer Servicer were servicing mortgage loans for Freddie Mac relating to the Issuer Servicer’s performance of its obligations under this Agreement. All such policies of insurance shall be issued by an insurance company, with coverage satisfactory to Issuer and the Issuer Servicer and shall name Issuer and the Trustee as the insured under said policies. All premiums for such insurance shall be paid by the Issuer Servicer at its own expense as a cost of doing business.
NOTIFICATION TO THE TRUSTEE. The Issuer Servicer shall promptly notify Issuer, the Borrower, and the Trustee of any of the following which may come to the attention of the Issuer Servicer with respect to the Loan:

Any failure of the Borrower to perform any covenant or obligation, applicable to it, under the Bond Documents (of which the Issuer Servicer has knowledge) if such failure continues for a period of fifteen (15) days, or lesser period, if so provided in any Bond Document.
Abandonment of the Property.

Any lack of repair or the deterioration or waste suffered or committed in respect to the Property.
Any other matter which would adversely or materially affect or result in diminution of value of the security described herein and in the Lender Loan Documents.

Any loss or damage by fire or any hazard to the mortgaged property requiring repairs costing in excess of FIFTEEN THOUSAND AND 00/100 ($15,000.00) DOLLARS to restore the Property of its condition prior to such loss or damage.

Achievement of rent stabilization and 90% occupancy.
DEFAULT OF BORROWER. The Issuer Servicer shall not at any time, without the express written consent of Issuer and the Trustee, and with respect to any matters related to the Bond Documents, as defined in the Indenture, consent to a postponement of compliance on the part of the Borrower with any of the terms and provisions of the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, or this Agreement, or in any manner grant an extension or waiver to the Borrower, subject to the applicable provisions of the Indenture and Loan Agreement. In the event of an Event of Default under the Bond Documents, that has not been cured within the applicable cure period, the Issuer Servicer shall only act at the written direction given to it in accordance with the Bond Documents, each as defined in the Loan Agreement.

REPRESENTATIONS OF THE ISSUER SERVICER.

The Issuer Servicer covenants, warrants and represents to the Trustee, Issuer and the Borrower as follows:
It is a duly organized corporation under the laws of the State of Florida, and is in good standing; that it is authorized to execute, deliver and perform this Agreement and all other documents and agreement required hereunder, and in so doing, that it will not violate any law, any provision of its charter or bylaws or any other agreement of instrument binding upon it.
The Issuer Servicer shall comply with all applicable laws and the provisions of the Bond Documents.
The Issuer Servicer shall cause any funds advanced to the Issuer Servicer by the Trustee under this Agreement to be deposited with a financial institution the deposits of which are insured by FDIC or by any successor agency or instrumentality of the United States government; and will cause such financial institution to designate said funds as escrow funds for the benefit of the Trustee; and will cause such financial institution of execute an agreement

providing that it will not exercise any powers of right of offset or banker’s lien against such escrow funds.

The Issuer Servicer hereby waives and releases any lien or encumbrances which it might at any time have or be able to claim against any property or funds held by the Trustee or Issuer, except monies on deposit in the Administrative Expense Account (or similar account under the Indenture) and available for such payment under the Indenture.

BORROWER’S REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to Issuer, the Trustee and the Issuer Servicer as follows:

Valid Existence. That it is a duly organized and validly existing limited partnership in good standing under the laws of the State of Florida, with full power and authority to consummate the transactions contemplated hereby.

Unencumbered Land. That the Borrower holds a fee simple interest in the Land and has full power and lawful right to mortgage the same, and that the Land is free and clear of all encumbrances, except for current taxes and assessments which are not yet due and payable, and the other Permitted Encumbrances as defined in the Mortgage.

No Mechanic’s Liens. That no materials of any kind have been placed on the Land by anyone, and no work or labor has been performed thereon that has not been paid for; there are no unpaid bills for labor, materials, supplies or services furnished upon the Land; and no notice of commencement or claim of lien affecting the Land or the Improvements has been filed in the public records of the County which has not been provided to and approved by Issuer, and no such notice of commencement or claim of lien will be so filed prior to the recording of the Lender Mortgage. The Borrower covenants, however, that it will, immediately upon notification of recordation of the Lender Mortgage, cause to be executed and filed of record among the public records of the County, a notice of commencement, as required by Chapter 713, Florida Statutes, as amended, and a certified copy thereof to be posted on the Land and to remain so posted during the period of construction/rehabilitation, all in accordance with the applicable provisions of Chapter 713, Florida Statutes, as amended.
Plans Approved. By the date of commencement of construction/ rehabilitation, the Plans shall have been approved by the Lender, the Issuer Servicer and the Inspecting Engineer on behalf of Issuer, and to the extent required by applicable law or any effective restrictive covenant, by all governmental authorities having jurisdiction there over and the beneficiary of any such covenant, respectively.

Utilities.	That all utilities services necessary for the construction/rehabilitation of the Improvements and the operation thereof for their intended purpose, are or will be available prior to commencement of construction/rehabilitation for the use of the Borrower at the Land, including water supply, storm and sanitary sewer facilities, electric, and telephone services.

Access. That adequate vehicular, pedestrian and utility access for reasonably direct ingress, egress and service, to and from the Land from publicly owned and maintained paved roadways are or will be available when needed at the Land.

Licenses and Permits. That all necessary licenses and permits will be obtained as soon as each is reasonably obtainable so as to permit the construction/rehabilitation and completion of the Improvements, and operation of the Development.
Labor and Materials. That all labor and materials contracted for or utilized in connection with the construction/rehabilitation of the Improvements shall be used and employed solely on the Land and in said construction/rehabilitation and shall be substantially in accordance with the Plans.
Monies in Trust. That the monies disbursed under this Agreement shall constitute a trust fund and shall be used solely for the payment of the Cost of the Improvements and for no other purpose, unless another use is specifically provided for in this Agreement or another Bond Document or is consented to in writing by Issuer and Trustee prior to any such usage.

No Suits Pending. Except for actions, suits or proceedings which have been specifically disclosed to and approved by Issuer in writing, there are no actions, suits or proceedings before or by any court or governmental authority, pending or affecting, or to Borrower’s knowledge, threatened against the Borrower or the Property which, if determined adversely to the Borrower or the Property, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Borrower or the Property, or which may prevent or interfere with or adversely affect the Borrower entering into the Bond Documents, or the Borrower’s ability to perform its obligations under the Bond Documents, or involving the validity of the Bond Documents, and, to the Borrower's knowledge, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority.
No Violation of Agreements. That the consummation of the transactions hereby contemplated and performance of this Agreement and the Loan will not result in any breach of, or constitute default under, any mortgage, lease, bank loan or credit agreement, corporate charter, bylaws, partnership agreement, joint venture agreement, or other instrument to which the Borrower or its general partner are a party or by which they may be bound or affected.

No Event of Default Under Loan Agreement. That no Event of Default presently exists under the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, the Mortgage, this Agreement or any other Bond Document, and no event has occurred and is continuing which with notice or the passage of time or either would constitute a default under the Lender Loan Documents, the Bond Loan Note, the Loan Agreement, or this Agreement or any other Bond Document.

No Financial Impediments. That Borrower has no known or contingent liabilities, and no material financial obligations under other agreements to which Borrower is a party or by which the Land is bound other than those obligations incurred with regard to the acquisition of the Land or in the ordinary course of the operation of the Property and those

obligations arising out of or specified in the Mortgage, the other Bond Documents, the Permitted Encumbrance, and the Operating Agreement.

Continuing Warranties. That each of the representations and warranties set forth in this Section 14 will be true on the date of each Advance hereunder and the acceptance of any Advance hereunder by the Borrower shall be deemed to be a reaffirmation of each and every one of said representations and warranties.

ADA Compliance. That to the best of its knowledge, to the extent applicable, the Property will comply with the ADA upon completion of the improvements; and to the extent any renovation or changes are required to be made to the Property, so as to have the Property comply with and meet all the requirements of the ADA, the Borrower shall promptly and immediately undertake said renovations or improvements. Furthermore, the Borrower indemnifies Issuer from and against all claims, damages, expenses (including, costs and attorneys’ fees), liabilities and obligations arising out of or relating to any breach by the Borrower of this representation or the fact that the Property is not in compliance with the ADA.
COVENANTS OF THE BORROWER. The Borrower covenants and agrees with Issuer, the Trustee and the Issuer Servicer as follows:
Survey. The Borrower shall forthwith, and prior to the initial disbursement of any funds hereunder, furnish to the Issuer Servicer, at the Borrower’s expense, a current survey, which survey shall meet all requirements of the Loan Commitment and the Title Insurance Company (including any flood requirements), so as to enable the Title Insurance Company to eliminate any exception for survey matters from the Title Insurance Policy (unless otherwise agreed to by Issuer), and which survey shall locate all recorded restrictions and easements by recording references. If requested, upon the completion of the Improvements, the Borrower shall furnish to the Issuer Servicer and the Trustee a final completion survey showing the Improvements completed and properly located on the Land. Such survey shall be made by a civil engineer or surveyor reasonably acceptable to the Issuer Servicer and Issuer and shall be paid for by the Borrower and shall be on a form and contain such matters as may reasonably be required by the Issuer Servicer and Issuer and as set forth in the Loan Commitment.
Insurance. The Borrower shall furnish and pay, or cause to be furnished and paid, the premiums for fire and extended coverage insurance as well as insurance against such other hazards as required by the Bond Documents, the Rule and the Issuer Insurance Guide. Notwithstanding anything in this Agreement or the other Bond Documents, the following provisions apply during the term of the Bond Loan. Borrower shall, at all times, comply with the Issuer Insurance Guide. Furthermore, for so long as Bond Loan remains outstanding, the insurance requirements imposed by Lender shall apply, and such policy or policies of insurance shall include Issuer as an additional insured, making all loss or losses under such policy or policies payable to the Mortgagee as its interest may appear (subject to the rights of the Lender). Borrower acknowledges and agrees that Lender’s insurance requirements may change from time to time throughout the term of the Bond Loan.

Construction/Rehabilitation in Workmanlike Manner. The Borrower shall rehabilitate, or cause to be rehabilitated, the Improvements on the Land in a true, thorough and workmanlike manner and in substantial accordance with the Plans. The Borrower shall provide, or cause to be provided, at the Borrower’s cost, all manner of materials, labor, scaffolding, implements and other items of every description as are required for the complete construction/rehabilitation of the Improvements. The Borrower shall not make any material changes in the Plans or materially deviate therefrom, except with the prior written consent of Issuer and the Issuer Servicer which approval will not be unreasonably withheld or delayed. The question of materiality will be solely and reasonably decided by Issuer or the Issuer Servicer in light of the Plans submitted, existing building standards and the public purpose of the Property.
Lien Releases. The Borrower shall furnish all receipted bills, certificates, affidavits, receipts, releases of lien, approved bonds and any other documents which may be required or allowed by the lien laws of the State, or which may be reasonably required by Issuer, the Issuer Servicer, the Trustee or the Title Insurance Company providing the Title Insurance Policy, as evidence of full payment or acceptable bond for all labor and materials incident to the construction/rehabilitation of the Improvements, and will promptly secure the release (except for liens which are the subject of a bond as herein described) of the Land from any and all liens that might be imposed thereon. The Borrower specifically reserves the right to contest any such liens, provided such liens are properly transferred to a surety bond or cash deposit in accordance with Florida law.

Compliance with Loan Agreement. The Borrower shall comply with and perform each and every one of the provisions, terms, conditions, requirements and contingencies embodied in the Loan Agreement and the other Bond Documents required to be complied with by Borrower and shall execute all instruments required to completely comply with and perform the same, and shall abide by, complete and carry out all of the Borrower’s representations, proposals and commitments made in the Loan Commitment and the Bond Documents.
No Further Encumbrances. The Borrower will not convey, encumber or impose a security interest on the Land or the Improvements in any way without the consent of Issuer and the Trustee, except for the Permitted Encumbrances, the Lender Mortgage, and any others approved in advance by Issuer, or otherwise permitted by the Land Use Restriction Agreement nor shall the Borrower assign any rights under this Agreement or any Advance or portion of any Advance to be made hereunder without Issuer’s and the Trustee’s prior written consent. Notwithstanding the foregoing, prior written consent shall not be required for residential tenant leases, or grants of utility related, cable, internet or telecommunications easements and service or concession related leases or easements, including without limitation coin operated laundry service leases and/or cable easements, provided they are granted in the ordinary course of business and don’t materially impair the Development and are subordinate to the Bond Loan. All proposed easements requiring Issuer approval affecting the Land shall be submitted to Issuer and the Issuer Servicer for their reasonable approval prior to the execution thereof by the Borrower and, if requested by Issuer, shall be accompanied by a drawing or survey adequate to show the proposed location thereof.

Right of Entry. The Borrower will permit Issuer, the Trustee and the Issuer Servicer and their authorized employees, agents or representatives to enter upon the Land after reasonable prior notice during normal business hours, to inspect the Improvements and all materials to be used in the construction/rehabilitation thereof, and to examine all detailed plans and shop drawings which are or may be kept at the construction/rehabilitation site and all books and records of the Borrower and the Contractor relating to the Land, and will cooperate and cause the Contractor to cooperate with Issuer, the Trustee and/or the Issuer Servicer and their representatives to enable them to perform their functions hereunder. It is expressly agreed that any inspection made by Issuer, the Trustee or the Issuer Servicer or their representatives shall be made solely and exclusively for the protection and benefit of each of them and neither the Borrower nor any third party shall be entitled to claim any loss or damage either against Issuer, the Trustee or the Issuer Servicer or its employees, agents or representatives for failure to properly discharge any alleged duties of Issuer, the Trustee or the Issuer Servicer and they shall have no duty to make such inspections.
Correct Non-Complying Work. The Borrower agrees that it will cause to be corrected at no cost to Issuer, the Trustee, or the Issuer Servicer, any work performed and replace any material that does not substantially comply with the Plans.

Additional Documents. The Borrower agrees to execute any and all such other and further instruments as may reasonably be required by Issuer or Trustee from time to time in order to carry out the provisions of this Agreement, the Bond Documents or for the purpose of protecting, maintaining, or enforcing Issuer’s and the Trustee’s security for the Bond Loan.

Insufficiency of Bond Loan Proceeds. Unless otherwise agreed in writing by Issuer and the Issuer Servicer, the Borrower covenants, warrants and agrees that it will provide from its own funds such amounts as may be necessary to pay for all Costs of the Improvements which are in excess of the disbursements required to be made by the Trustee hereunder and other available and identified funds (as approved by the Issuer Servicer), and in the event of any default hereunder (subject to any applicable notice and cure periods), the Issuer Servicer shall not be required to approve any disbursement hereunder if the undisbursed proceeds of the Bond Loan together with all other available and identified funds shall be less than the amount necessary to pay for the completion of the Improvements. If Issuer or the Issuer Servicer at any time determine in their reasonable judgment from any certification, report, cost projection, work stoppage, price or wage change or from any other source or for any reason, that the Cost of the Improvements will exceed those costs and projections estimated by the Borrower or Issuer and certified to the Issuer Servicer from time to time, and that the undisbursed proceeds of the Bond Loan (plus any and all funds of the Borrower deposited with the Trustee together with all other available and identified funds) shall be less than the amount necessary, in Issuer's or the Issuer Servicer's reasonable judgment, to pay for all work done or to be done and all other expenses for completion of the Improvements, or that any amount specified in the Budget may be less than the amount necessary (taking into account all other available and identified funds which are so approved by the Issuer Servicer), in Issuer's or the Issuer Servicer's reasonable judgment, to pay for all work done or to be done and all expenses incurred or to be incurred in connection with the Improvements, then in such event, the Trustee shall, if directed by Issuer, and in accordance with the procedure outlined above, withhold further disbursements to the Borrower until the Borrower shall have provided a

sufficient plan to pay for all work done or to be done and expenses incurred or to be incurred in connection with the Improvements, to the reasonable satisfaction of Issuer, including but not limited to the requirement that collateral sufficient to cover such costs be posted with or for the benefit of the Trustee.
Construction Contract. Except as otherwise provided herein, the Borrower shall not amend the Construction Contract in any manner without the prior written consent of Issuer and the Issuer Servicer.

Letter of Credit/Payment and Performance Bond. Receipt of satisfactory 100% payment and performance bonds, issued by a bonding company, with an A.M. Best rating of “A-” or better, or a satisfactory letter of credit listing Issuer as co-obligee, to be drawn at Issuer's sole discretion. Issuer, its legal counsel and the Issuer Servicer must approve in advance, in their sole discretion, the amount and terms, as well as the form, of such letter of credit or payment and performance bonds, before such payment and performance bonds or letter of credit shall be accepted by Issuer.

Payment of Developer Fee. During construction/rehabilitation, the Developer shall only be permitted to draw the construction/rehabilitation period Developer fee which shall be the lesser of (i) fifty percent (50%) of the total Developer fee, or (ii) the total Developer fee less the deferred Developer fee listed in the “sources and uses” for the construction/rehabilitation period, as calculated by the Issuer Servicer. No more than thirty-five percent (35%) of construction/rehabilitation period Developer fee will be funded at Loan closing. The remaining construction/rehabilitation period Developer fee will be disbursed during construction/rehabilitation on a pro rata basis, based upon the percentage of completion of the Development, as approved and reviewed by Issuer and the Issuer Servicer.

Once the Development has achieved one hundred percent (100%) lien free completion and Retainage has been released, the post-construction/rehabilitation period Developer fee may be funded. Post-construction/rehabilitation period Developer fee is the remaining portion of the Developer fee less deferred Developer fee listed in the “sources and uses” for the permanent period, as calculated by the Issuer Servicer.

Replacement Reserves. The Borrower shall establish, fund and maintain, in accordance with the Indenture, the Loan Agreement and this Agreement, a replacement reserve fund (“Replacement Reserve Fund”) of $300 per unit, per year, paid on a monthly basis as required in the Indenture, subject to increase in accordance with the Indenture and the Loan Agreement. However, the Borrower has the option to prepay the Replacement Reserve Fund in the amount of
$36,300 (one-half the required Replacement Reserves for years 1 and 2). The Replacement Reserve Account shall not be allowed to be drawn upon until the start of the scheduled replacement activities as outlined in a pre-construction/rehabilitation capital needs assessment report (“CNA”) subject to the activities completed in the scope of rehabilitation, but not sooner than the third (3rd) year. The amount established as a replacement reserve shall be adjusted based on a capital needs assessment report to be received by Issuer and the Issuer Servicer, prepared by an independent third party and acceptable to Issuer and the Issuer Servicer at the time CNA is required, beginning no later than the 10th year after the first residential building in the Property receives a certificate of occupancy, a temporary

certificate of occupancy, or is placed in service whichever is earlier (the “Initial Replacement Reserve Date”). A subsequent CNA is required no later than the 15th year after the Initial Replacement Reserve Date and subsequently every five (5) years thereafter.

Commencement and Completion. Borrower shall obtain all necessary governmental permits and approvals in accordance with the terms of this Agreement and shall cause construction/rehabilitation of the Improvements to begin no later than the date which is ninety (90) days after the closing of the Bond Loan and only after the recording of the Notice of Commencement, and shall cause such construction/rehabilitation to be prosecuted with diligence and dispatch so that the Improvements, including, but not limited to, main buildings, and other amenities, parking, paving, landscaping, water and sewer lines and electrical lines, are erected on the Land and completed in accordance with the Plans, in form and content acceptable to Issuer, and ready for occupancy on or before the Completion Date, free and clear of all liens or claims for materials, labor, services, or other items furnished in the construction/rehabilitation of the Improvements, and in full compliance with all building, zoning and other applicable local, state and federal ordinances and regulations. The Completion Date shall be extended for Unavoidable Delays (as defined in Section 16(c) below), but in no event for a period of time longer than sixty
(60) cumulative days without the prior written consent of Issuer. Completion of the Improvements shall be evidenced by issuance of a Certificate of Occupancy or Completion on all of the Improvements by the governmental authorities having jurisdiction over the Property and a final certification by the Inspector that the Improvements have been completed in accordance with the Plans and which is in form and content acceptable to Issuer.
Compliance with and Changes to Plans. A complete set of the Plans shall be delivered to Issuer Servicer prior to beginning any work on the Improvements. All material changes in the Plans, including without limitation, change orders under the General Contract, require the prior written approval of Issuer which consent may be subject to such conditions and qualifications as Issuer in its sole discretion may prescribe, it being understood that Issuer at all times shall have the right to require compliance with the original Plans, except where modified as herein provided.

S.  Permanent Loan Amount. The Borrower acknowledges and agrees that the permanent Lender Mortgage Loan amount shall not exceed $9,650,800. Any proposed increase to this loan amount shall require Issuer underwriting and board approval, and an opinion of Bond Counsel. Additionally, the proposed increase may (i) result in reissuance for tax purposes, (ii) require a new hearing under the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and (ii) require an updated fiscal sufficiency determination.

TERMINATION OF ISSUER SERVICER

By the Trustee.

The Trustee, with the consent of Issuer, shall have the right to terminate the Issuer Servicer’s rights and obligations under this Agreement, with or without cause, upon ten (10) days' written notice to the Issuer Servicer.

The Trustee, with the consent of Issuer, shall unilaterally terminate this Agreement, after ten (10) days’ written notice to the Issuer Servicer, if the Issuer Servicer fails to comply with any provision of Florida or federal law.

The Trustee, at the direction of Issuer, shall have the right to terminate the Issuer Servicer's rights and obligations under this Agreement, with cause, upon ten
(10) days' written notice to the Issuer Servicer or upon the conclusion of any applicable cure period granted to Issuer Servicer under its contract with Issuer, whichever is later.

Automatic Termination. Upon the occurrence of any one or more of the following events, the Issuer Servicer’s rights and obligations under this Agreement shall be automatically terminated:

The Issuer Servicer shall assign or attempt to assign its rights or obligations under this Agreement without the prior written consent of Issuer.
The Issuer Servicer’s accounts shall cease to be insured by the FDIC or such other insurer as has been approved by Issuer.

The Issuer Servicer shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the Federal Bankruptcy Laws or for relief under any other law for the relief of debtors or shall consent to the appointment of a receiver of all or substantially all of its property, or make a general assignment for the benefits of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall be adjudicated bankrupt or insolvent by a court of competent jurisdiction, or if an order shall be made by a court of competent jurisdiction appointing a receiver, liquidator or trustee of the Issuer Servicer or of all or substantially all of its property or approving any petition filed against the Issuer Servicer for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days.

The Issuer Servicer shall fail to perform any of its obligations hereunder and shall fail, within thirty (30) days after written notice from the Trustee or Issuer, to correct or cure such failure.

The Bonds shall be redeemed, the Property is no longer subject to any state or federal regulation dealing with tax-exempt financed housing projects and the Qualified Project Period, as extended, shall have terminated, and the amounts owed by the Borrower under the Bond Documents are paid in full.
Effect of Termination. In the event this Agreement is terminated pursuant to this Section 16, then the rights and obligations of the Issuer Servicer and its right to compensation hereunder shall immediately terminate, the Issuer Servicer shall forthwith deliver to Issuer or to whomever Issuer directs, all documents relating to the Bond Loan and shall do such other acts as may reasonably be required by Issuer to facilitate the termination hereof. The Borrower agrees that Issuer shall immediately appoint a successor Issuer Servicer to assume the duties hereunder.

AGREEMENTS RELATING TO CONTRACTORS.

Rights Inferior. The rights of all contractors, subcontractors, sub-subcontractors, laborers, suppliers and materialmen performing any work in connection with the Improvements, or furnishing any services, labor or materials thereto or to the Land, shall be subordinate and inferior to the Mortgage. Neither the Trustee nor Issuer shall be liable to materialmen, contractors, subcontractors, sub-subcontractors, laborers, suppliers or others for goods or services delivered by them in or upon the Land or employed in the construction/rehabilitation of the Improvements, or for any debts or claims accruing to any of said parties against the Borrower or against the Land, and it is distinctly understood and agreed that there is no contractual relationship, either express or implied, between any of Issuer, the Trustee or the Issuer Servicer and any materialmen, contractors, sub-contractors, sub-subcontractors, craftsmen, laborers or any person supplying any work, labor or material. The Borrower is not, and shall not be, the agent of any of Issuer, the Trustee or the Issuer Servicer for any purpose, nor shall any of them be the agent of Borrower for any purpose, except, as to both, as may be specifically set forth herein. It is specifically understood and agreed that no party shall be a third party beneficiary hereunder, except and unless it is specifically provided herein that any provision shall operate or inure to the use and benefit of a party, i.e., no subcontractor, sub-subcontractor or materialman, laborer or supplier shall have any rights hereunder against Issuer, the Trustee or the Issuer Servicer or be entitled to the protection of any of the covenants herein contained.

Borrower’s Rights Assigned. The Borrower hereby assigns to Issuer, and Trustee, effective, however, only after an Event of Default and the expiration of applicable notice and cure periods, all rights of the Borrower under its contract with the Contractor and Issuer, or the Trustee shall have the option after an Event of Default, and the expiration of applicable cure periods, in its sole discretion and in addition to any other rights and remedies Issuer, or the Trustee may have, to exercise their rights under this assignment. Nothing herein shall be construed, however, to require Issuer, or the Trustee to exercise any rights under this Paragraph.

No Other Contracts. Except for items set forth and approved by the Issuer Servicer in the Budget, the Borrower represents that it has not and agrees that it will not enter into any significant contract or agreement (in excess of $50,000) relating to the construction/rehabilitation, purchase or installation of the Improvements other than the contracts with the property manager, the Architect, the Developer and the Contractor and a contract with its surveyors or engineers, nor will the Borrower agree to any material modification or amendment in its contract with the property manager or the Contractor without first obtaining the Issuer Servicer’s written approval of and consent to such contract, agreement or amendment, which consent shall not be unreasonably withheld or delayed for more than five (5) days after receipt of said notice.
No Joint Venture. Nothing herein nor the acts of the parties hereto shall be construed to create a partnership, membership or joint venture between the Borrower and any of Issuer, the Trustee or the Issuer Servicer with respect to the Bond Loan.

EVENTS OF DEFAULT.

Subject in all instances to the provisions of subparagraph B of this Section and the provisions of the Indenture, an Event of Default under this Agreement shall, at Issuer's option, be deemed to have occurred hereunder if:

Breach of Covenant. The Borrower shall breach or fail to perform, observe or meet any material covenant or condition in this Agreement within thirty (30) days after written notice thereof or such longer period of time in the reasonable discretion of Issuer if such default cannot reasonably be cured within thirty (30) days and Borrower is diligently prosecuting a cure to completion; or

Filing of Liens Against the Land. Any lien for labor, materials, or taxes (except for ad valorem taxes not yet due and payable) or otherwise shall be filed against the Land and not be either released (by payment, bonding or otherwise) within the earlier of forty (40) days after the date of filing thereof or thirty (30) days after the Borrower receives actual notice thereof or properly contested as provided for in the Bond Documents, except for Permitted Encumbrances or items disclosed in the pending litigation schedule attached hereto as Exhibit "C" and made a part hereof; or

Levy Upon the Property. A levy shall be made under any process on, or a receiver be appointed for, the Property or any part thereof; or

Abandonment or Cessation of Construction/Rehabilitation. Construction/rehabilitation of the Improvements shall cease and not be resumed within thirty (30) days thereafter, unless the Borrower is prevented from resuming same as a result of Force Majeure, or shall be abandoned for more than thirty (30) days; or

Denial of Inspection. Issuer, the Trustee or the Issuer Servicer or representatives shall not be permitted, at all reasonable times and after reasonable notice, to enter upon the Land, to inspect the Improvements and the construction/rehabilitation thereof and all materials, fixtures, and articles used or to be used in the construction/rehabilitation of the Improvements, and to examine all detailed plans, shop drawings, specifications and other records which relate to the Improvements, or the Borrower shall fail to furnish to Issuer, the Trustee or the Issuer Servicer or to their authorized representatives, when reasonably requested, copies of such plans, shop drawings, specifications, and records; or
Improper Materials. Any of the materials, fixtures, machinery, equipment, articles and/or personal property used in the construction/rehabilitation of the Improvements or the appurtenances thereto, or to be used in the operation thereof, shall not, in the reasonable opinion of the Issuer Servicer, Issuer, confirmed by the Inspecting Engineer, substantially comply with the Plans as approved by Issuer and such default is not cured by the Borrower within forty-five (45) days after the Issuer Servicer or the Trustee has given notice to the Borrower to cure same; or

Materials Not Free and Clear. The Borrower shall not, except in the case of leased washing machines, dryers, vending machines, office telephones, office equipment, office communications equipment and model furniture and other items normally used in common by tenants, execute (other than to Issuer in connection with the Bond Loan, or the Trustee or Lender) any conditional bill of sale, chattel mortgage, security agreement or other security instrument covering any materials, fixtures, machinery, equipment, articles, and/or personal property intended to be incorporated in the Improvements or the appurtenances thereto, or placed in the Improvements, or if a financing statement publishing notice of such security instrument shall be filed, or if any of such materials, fixtures, machinery, equipment, articles, and/or personal property shall not be purchased so that the ownership thereof will vest unconditionally in the Borrower, free from encumbrances other than Issuer and the Trustee, on delivery at the Land, or if the Borrower shall not produce to Issuer, the Trustee or the Issuer Servicer upon demand the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them, under which the Borrower claims title to any thereof; or
Failure to Complete Improvements. The Improvements, in the reasonable judgment of the Issuer Servicer or Issuer, are not completed on or before the Completion Date, subject, however, to Force Majeure; or

False Representation or Warranty. At any time any representation, warranty or statement made by the Borrower in this Agreement shall be incorrect or misleading in any material respect when made and such matter not be cured within thirty (30) days of the giving of notice thereof to the Borrower by Issuer or the Trustee, or such longer period of time in the reasonable discretion of Issuer if such default cannot reasonably be cured within thirty (30) days and Borrower is diligently prosecuting such cure to completion.

Notwithstanding anything herein to the contrary, this Section 18(A) shall in no way be construed to limit Issuer 's, the Trustee's or the Issuer Servicer's right to seek specific performance of this Agreement against the Borrower or to enforce its remedies under Section 21 hereof or to withhold approval of a Requisition until the Borrower is in compliance with this Agreement.
Notice of Default; Opportunity to Cure. Except as set out below no default under the preceding Section 18(A) shall constitute an Event of Default hereunder until:
The Issuer Servicer and/or the Trustee, by registered or certified mail, shall give notice to Issuer, the Borrower, the General Partner, the Investor Limited Partner and the Trustee of such default specifying the same and stating that such notice is a "Notice of Default"; and
The Borrower shall have had thirty (30) days (or such extended period as permitted (approved in writing with notice to the Trustee, the Issuer Servicer) by Issuer when curative action is being diligently pursued) after receipt of such notice to correct the default and shall not have corrected it or, if such default cannot be corrected within thirty (30) days, shall have failed to initiate and diligently pursue (in the sole reasonable judgment of Issuer) appropriate corrective action. The General Partner shall have the right, but not the obligation, to cure any default.

The parties hereto agree that any cure of any default made or tendered by the Investor Limited Partner or by the Lender shall be deemed to be a cure by the Borrower and shall be accepted or rejected as if made or tendered by the Borrower.

Notwithstanding the foregoing, notice of and opportunity to cure any default arising from a default under the other Bond Documents shall be governed by the terms of such agreements, and no additional notices of or opportunity to cure any default under such agreements shall be required hereunder to complete the notice and cure procedure provided in such agreements.

FINANCIAL STATEMENTS:	FINANCIAL MONITORING OF THE
BOND LOAN. Issuer shall serve as the initial financial monitoring agent (together with its successors and/or assigns, the "Financial Monitoring Agent") for the Property pursuant to the terms and conditions of this section. The Borrower agrees to furnish to Issuer, the Issuer Servicer and the Trustee, annually, within 151 Calendar Days following the Borrower’s fiscal year end, a copy of the audited annual financial statement(s).
MISCELLANEOUS PROVISIONS:
No Waiver. Nothing herein shall be construed to waive or diminish any right or security of Issuer or the Trustee under the Loan Agreement and the Bond Mortgage. It is the purpose and intent hereof to provide safeguards, protections and rights for Issuer and the Trustee in addition to those provided in the Loan Agreement.

Cumulative Remedies. The remedies provided herein shall be in addition to and not a substitution for the rights and remedies which would otherwise be vested under any Bond Document or in law or equity, all of which rights and remedies are specifically reserved. The remedies herein provided or otherwise available to Issuer, the Trustee or the Issuer Servicer shall be cumulative and may be exercised separately or concurrently and as often as the occasion therefor may arise. The failure to exercise any of the remedies herein shall not constitute a waiver thereof, nor shall use of any of the remedies hereby provided prevent the subsequent or concurrent use of any other remedy or remedies. It is intended that this clause shall be broadly construed so that all remedies herein provided or otherwise available to Issuer, the Trustee or the Issuer Servicer shall continue and be each and all available until all sums due by reason of the Loan Agreement or the Loan is paid in full and all obligations incurred by the Borrower in connection with the construction/rehabilitation or operation of the Improvements have been fully discharged.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, legal representatives, successors and assigns. The Borrower may be released from obligations and agreements hereunder only by a written instrument of the Trustee and Issuer specifically providing for such release. The Borrower shall be released from any and all liability hereunder, upon payment of the Bond Loan in full and the expiration of the Qualified Project Period.

Assignability. This Agreement shall not be assignable by the Borrower or Issuer Servicer without the prior written consent of Issuer and the Trustee. If Issuer and the Trustee

approve an assignment hereof by the Borrower, the Trustee shall be entitled to make Advances to such assignee and such Advances shall be secured by the Bond Documents.

Governing Law. This Agreement shall be construed under the laws of the State of Florida, regardless of where it may have been executed or delivered.
Construction. Whereas this Agreement was negotiated with input from all parties hereto, this Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation.
Costs and Legal Fees. In the event that any party shall be required to enforce this Agreement and whether or not suit be brought, the prevailing parties shall be entitled to recover from the losing parties all reasonable legal fees and costs incurred in connection therewith, whether incurred in collection, at trial, on appeal, in bankruptcy or other similar proceedings affecting creditors’ rights or otherwise.

Invalid Provisions. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of the other terms of this Agreement shall in no way be affected thereby, nor shall such terms be invalid or unenforceable under other, dissimilar facts and circumstances.

Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning, content, or interpretation hereof.

Amendments. This Agreement shall not be amended or modified except by an amendment in writing, executed by all parties hereto in the same form as this Agreement, and consented to by Lender.

Time of Essence. Time is of the essence of this Agreement.

Right to Publicize. Issuer and the Issuer Servicer shall have the right to publicize its involvement in the financing of the Property and may require the Borrower to name Issuer as its mortgage lender in all publicity releases and promotional materials issued in connection with the Property.
Dealings with the Issuer Servicer. The Issuer Servicer shall be protected and shall incur no liability in acting or proceeding in good faith upon resolution, notice, telegram, consent, wavier, certificate, affidavit, voucher, bond, title insurance commitment or policy or endorsement thereto or other paper or document which it shall in good faith reasonably believe (i) to be genuine and, (ii) to have been passed or prepared and furnished pursuant to the provisions of the Indenture, the Land Use Restriction Agreement, or the Loan Agreement, and the Issuer Servicer shall be under no duty to make any investigation or inquiry as to any statements contained

or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements unless the instrument on its face reasonably indicated that the Issuer Servicer should inquire further or unless the Issuer Servicer has actual knowledge or information which reasonably should cause the Issuer Servicer to inquire further. The Issuer Servicer shall not be held liable under this Agreement except for its own negligence or willful misconduct or gross negligence. The Borrower shall indemnify and hold the Issuer Servicer harmless from any claim, action or liability of any kind or character whatsoever arising from or in any way related to acts or omissions of the Borrower or any of its agents, employees, consultants, counsel, or independent contractors. This Paragraph shall in no way be construed to relieve the Issuer Servicer of the normal and usual duties of a reasonably prudent loan servicer or monitoring agent.

Terms. Wherever used herein, the terms utilized shall include masculine, feminine, neuter, singular and/or plural, as the context admits or requires. The recitals set forth in the opening pages of this Agreement are true and correct and incorporated herein.

Conflicts. Notwithstanding anything herein to the contrary, the terms and conditions of the Loan Agreement shall govern, control and prevail, in the event of any conflict between the terms and conditions hereof and those contained in the Loan Agreement. All terms and provisions of the following are incorporated into and made a part of the Bond Documents: The Code, Rule Chapter 67-21, Fla. Admin. Code, in effect as of August 27, 2024, Chapter 420, Florida Statutes (collectively, the “Laws and Regulations”); all terms not otherwise defined in the Bond Documents shall be as construed and defined in the Laws and Regulations. In the event of any conflict between Chapter 420, Fla. Stat. and Rule Chapter 67-21, Fla. Admin. Code, the provisions of Chapter 420, Fla. Stat. shall control. In the event of any conflict between the Bond Documents and the Laws and Regulations, the Laws and Regulations shall control.
REMEDIES. Upon the occurrence of any Event of Default which is not cured within the applicable notice and cure period, Issuer (or the Trustee or the Issuer Servicer) shall be entitled to seek specific performance hereof against the Borrower, and/or in addition to any other right or remedy available to it in law or equity. It is specifically agreed by the Borrower that a violation of this Agreement or the Land Use Restriction Agreement could cause harm for which no damages could be calculated, therefore entitling Issuer to immediate equitable relief, including without limitation a temporary restraining order or mandatory injunction without notice.

NOTICES.  Any notice required to be given hereunder shall be given by personal delivery, by registered U.S. mail or by expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt of sent by registered U.S. Mail.

The Issuer:	Osceola County Housing Finance Authority
c/o Governmental Management Services – Central Florida, LLC 219 East Livingston Street
Orlando, Florida 32801 Attention: George Flint Email: gflint@gmscfl.com Telephone: (407) 841-5524
with a copy to:	Latham, Luna, Eden & Beaudine, LLP
201 South Orange Avenue, Suite 1400
Orlando, Florida 32801 Attention: Jan A. Carpenter, Esq.
Email: jcarpenter@lathamluna.com Telephone: (407) 481-5800

Trustee:	The Bank of New York Mellon Trust Company, N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust Department Email: Lori.Cardey@bny.com Telephone: (904)645-1982

with a copy to:	Akerman LLP
50 N. Laura Street, Suite 3100
Jacksonville, Florida 3202
Attention: Timothy J. Bramwell, Esq. Telephone: (904) 798-3700
Email: Tim.bramwell@akerman.com
Borrower:	San Jose Preservation, Ltd c/o Lincoln Avenue Capital
401 Wilshire Blvd, Suite 1070 Santa Monica, CA 90401 Attention: Tyler Conger
Email: Tconger@lincolnavenue.com Telephone: (424) 577-2461

with a copy to:	Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A 150 W. Flagler Street
Miami, Florida 33130 Attention: Brooke Perlyn, Esq.
Email: bperlyn@stearnsweaver.com Telephone (305)789-4107
Borrowers Investor
Limited Partner:	TCC San Jose LLC
CDC Special Limited Partner, L.L.C. Truist at Five Ballpark Center
740 Battery Avenue, SE – Suite 700-740 Atlanta, GA 30339-5110

with a copy to:	Nixon Peabody LLP
Exchange Place 53 State Street
Boston, MA 02109
Attn: Nathan A. Bernard, Esq.

Permanent Loan Servicer/
Compliance Monitoring	First Housing Development Corporation of Florida
Agent:	107 S. Willow Avenue Tampa, Florida 33606-1945 Attention: Edward Busansky Telephone: (813) 289-9410
Email: ebusansky@firsthousingfl.com
Construction Loan Servicer/
Compliance Monitoring	Seltzer Management Group, Inc.
Agent:	17633 Ashley Drive, Building A Panama City Beach, Florida 32413 Attention: Benjamin S. Johnson Phone: (850) 233-3616
Email: ben@seltzermanagement.com

or at such other address of which a party shall have notified the party giving such notice in writing in accordance with the foregoing requirements. Notwithstanding the foregoing, notice by email shall be ineffective as notice under this Agreement and the Lender Loan Documents.
ENTIRE AGREEMENT. This Agreement (and the other Bond Documents) sets forth the entire agreement among Issuer, the Issuer Servicer, the Trustee and the Borrower as to the subject matter hereof, and all prior agreements, negotiations and understandings with respect to the subject matter hereof are merged into and superseded by this Agreement (and the other Bond Documents).

WAIVER OF TRIAL BY JURY. THE BORROWER, ISSUER , THE TRUSTEE AND THE ISSUER SERVICER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER BOND DOCUMENT AND ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF PARTIES, WHETHER IN CONNECTION WITH THE MAKING OF THE BOND LOAN, COLLECTION OF THE BOND LOAN, OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ISSUER AND THE TRUSTEE ENTERING INTO THE BOND LOAN EVIDENCED BY THIS AGREEMENT.

CONVERSION. Notwithstanding anything in this Agreement to the contrary, in the event Conversion of the Loan occurs pursuant to Section 2.12 of the Indenture, any and all references herein to the (i) “Bonds” shall be deemed to mean “Governmental Note” (as defined in the Funding Loan Agreement), (ii) “Indenture” shall be deemed to mean “Funding Loan Agreement” (as defined in the Indenture), (iii) “Loan Agreement” shall be deemed to mean “Project Loan Agreement” (as defined in the Indenture), and (iv) “Trustee” shall be deemed to mean “Fiscal Agent” (as defined in the Funding Loan Agreement).

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

COUNTERPART SIGNATURE PAGE FOR MORTGAGE SERVICING AGREEMENT

(San Jose Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

SAN  JOSE  RESERVATION,  LTD.,  a  Florida
limited partnership
By:	SAN JOSE PRESERVATION GP LLC, a
Delaware	limited	liability	company,	its general partner

By:		 Tyler Conger
Vice President

COUNTERPART SIGNATURE PAGE FOR MORTGAGE SERVICING AGREEMENT

(San Jose Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

OSCEOLA	COUNTY	HOUSING	FINANCE AUTHORITY

By:		 Duane Owen, Chairman

COUNTERPART SIGNATURE PAGE FOR MORTGAGE SERVICING AGREEMENT

(San Jose Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

SELTZER MANAGEMENT GROUP, INC.,
a Florida corporation

By:		 Josh Scribner
Vice President

COUNTERPART SIGNATURE PAGE FOR MORTGAGE SERVICING AGREEMENT

(San Jose Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

FIRST HOUSING DEVELOPMENT CORPORATION OF FLORIDA,
a Florida corporation

By:		 Edward A. Busansky
Senior Vice President

COUNTERPART SIGNATURE PAGE FOR MORTGAGE SERVICING AGREEMENT

(San Jose Apartments)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the day and year first set forth above.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By:		 Daniel Todd,
Vice President

EXHIBIT “A”

LEGAL DESCRIPTION

(San Jose Apartments)

EXHIBIT “B”

(San Jose Apartments / Multifamily Bonds) BUDGET AND CONSTRUCTION DRAW SCHEDULE
Attached

EXHIBIT “C”

(San Jose Apartments / Multifamily Bonds) PENDING LITIGATION SCHEDULE