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58. Construction Loan Agreement (ELI)1 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN CONSTRUCTION LOAN AGREEMENT (VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN) THIS CONSTRUCTION LOAN AGREEMENT (this "Agreement"), dated as of December 15, 2023 is made and entered into by and among VISTA BREEZE, LTD., a Florida limited partnership (“Borrower”), FLORIDA HOUSING FINANCE CORPORATION, a public corporation and a public body corporate and politic duly created and existing under the laws of the State of Florida (“Florida Housing”) (which term as used in every instance shall include Florida Housing's successors and assigns), and AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business in the State of Florida (“Servicer”). RECITALS (a) Borrower is the lessee of certain real property located in Miami-Dade County, Florida (the “County”), more particularly described in Exhibit “A” attached hereto and made a part hereof (the “Land”). (b) Florida Housing has been created and organized pursuant to and in accordance with the provisions of the Florida Housing Finance Corporation Act, Chapter 420, Part V, Fla. Stat., as amended (the “Act”), for the purpose, among others, of financing the costs of residential developments that will provide decent, safe and sanitary housing for persons or families of extremely low, very low, low, moderate or middle income in the State of Florida (the “State”). (c) Borrower has applied to Florida Housing and Florida Housing has agreed, under certain conditions, to approve and administer a loan of Extremely Low Income (“ELI”) Program funds under the Florida Housing Finance Corporation Request for Applications 2021-205, in effect as of August 17, 2021 ("RFA"), and the State Apartment Incentive Loan ("SAIL") Program, Section 420.5087, Fla. Stat., and governed by the rules of Florida Housing Finance Corporation, as codified at Chapter 67-48, Fla. Admin. Code, in effect as of May 18, 2021, and Chapter 67-53, Fla. Admin. Code, in effect as of August 20, 2009 (collectively, including the RFA, the "Rule") in the original principal amount of SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000) (the "Loan"), to be used by the Borrower to finance certain Improvements (as hereinafter defined) upon the Land in accordance with certain Plans and Specifications reviewed and approved by Florida Housing (the Land, the Improvements, the fixtures and personal property and other amenities now or hereafter located on or used in connection with the Land are referred to collectively hereafter as the “Development”). (d) HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA (the “Issuer”) has also agreed to finance a portion of the costs of the Improvements pursuant to a first leasehold mortgage loan to the Borrower in the original principal amount of $32,500,000 (the “Initial First Mortgage Loan”), secured by a first leasehold mortgage (the “First Mortgage”), as assigned to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as fiscal agent (the “Fiscal Agent” or), relating to the issuance by Issuer of its Housing Finance Authority of Miami-Dade County Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) in the amount of $32,350,000 (the “Governmental Lender Note”)which is evidenced and secured by separate first leasehold mortgage loan documents. The Initial First Mortgage Loan is funded by a funding loan from Bank of America, N.A. (“Initial First Mortgagee”) intended to be satisfied and replaced after completion of construction by a permanent funding loan given by CITIBANK, N.A. (“Permanent First Mortgagee” and collectively with the Initial First Mortgagee the “First Mortgagee”) in an amount not to exceed $11,875,000 (subject to increase per “earn-out” provisions) (the “Permanent First Mortgage Loan” and collectively with the Initial First Mortgage Loan the “First Mortgage Loan”) and secured by a first leasehold mortgage (the “Permanent First Mortgage” and collectively with the Initial First Mortgage the “First Mortgage”) and which is evidenced and secured by separate first leasehold mortgage 2 loan documents in favor of the Permanent First Mortgagee. Until such time as the Initial Mortgage Loan is satisfied, the terms “First Mortgagee,” “First Mortgage Loan” and “First Mortgage” shall refer to the Initial First Mortgagee, the Initial First Mortgage Loan and the Initial First Mortgage. Following satisfaction of the Initial Mortgage Loan, the terms “First Mortgagee,” “First Mortgage Loan” and “First Mortgage” shall refer to the Permanent First Mortgagee, the Permanent First Mortgage Loan and the Permanent First Mortgage. (e) FLORIDA HOUSING (the “Viability Mortgagee”) has also agreed to finance a portion of the costs of the Improvements pursuant to a second leasehold mortgage loan to the Borrower of Construction Inflation Response Viability Funding (“Viability”) Program funds under the Florida Housing Corporation Request for Application 2023-211 in effect as of May 1, 2023 (the “Viability RFA”) in the original principal amount of $4,300,000 (the “Viability Mortgage Loan”), secured by a second leasehold mortgage (the “Viability Mortgage”), and which is evidenced and secured by separate second leasehold mortgage loan documents. (f) FLORIDA HOUSING (the “SAIL Mortgagee”) has also agreed to finance a portion of the costs of the Improvements pursuant to a third leasehold mortgage loan to the Borrower of SAIL Program funds under the RFA in the original principal amount of $3,000,000 (the “SAIL Mortgage Loan”), secured by a third leasehold mortgage (the “SAIL Mortgage”), and which is evidenced and secured by separate third leasehold mortgage loan documents. The First Mortgagee, the Viability Mortgagee and the SAIL Mortgagee are sometimes hereinafter collectively referred to as the “Senior Mortgagee”; the First Mortgage, the Viability Mortgage and the SAIL Mortgage are sometimes hereinafter collectively referred to as the “Senior Mortgage”; and the First Mortgage Loan, the Viability Mortgage Loan and the SAIL Mortgage Loan are sometimes hereinafter collectively referred to as the “Senior Mortgage Loan”. (g) FLORIDA HOUSING (the "NHTF Mortgagee") has also agreed to finance a portion of the costs of the Improvements pursuant to a fifth leasehold mortgage loan to the Borrower of National Housing Trust Fund (“NHTF”) Program funds under the RFA in the original principal amount of $1,301,500 (the “NHTF Mortgage Loan”), secured by a fifth leasehold mortgage (the "NHTF Mortgage"), and which is evidenced and secured by separate fifth leasehold mortgage loan documents. (h) MIAMI-DADE COUNTY (the "County Mortgagee") has also agreed to finance a portion of the costs of the Improvements pursuant to a sixth leasehold mortgage loan to the Borrower in the original principal amount of $5,950,000 (the "County Mortgage Loan"), secured by a sixth leasehold mortgage (the "County Mortgage"), and which is evidenced and secured by separate sixth leasehold mortgage loan documents. (i) CITY OF MIAMI BEACH (the "City Mortgagee") has also agreed to finance a portion of the costs of the Improvements pursuant to a seventh leasehold mortgage loan to the Borrower in the original principal amount of $1,003,969 (the "City Mortgage Loan"), secured by a seventh leasehold mortgage (the "City Mortgage"), and which is evidenced and secured by separate seventh leasehold mortgage loan documents. (j) HOUSING AUTHORITY OF THE CITY OF MIAMI BEACH (the "HACMB Mortgagee") has also agreed to finance a portion of the costs of the Improvements pursuant to an eighth leasehold mortgage loan to the Borrower in the original principal amount of $8,800,000 (the "HACMB Mortgage Loan"), secured by an eighth leasehold mortgage (the "HACMB Mortgage"), and which is evidenced and secured by separate eighth leasehold mortgage loan documents. 3 The NHTF Mortgagee, the County Mortgagee, the City Mortgagee, and the HACMB Mortgagee are sometimes hereinafter collectively referred to as the “Subordinate Mortgagee”; the NHTF Mortgage, the County Mortgage, the City Mortgage, and the HACMB Mortgage are sometimes hereinafter collectively referred to as the “Subordinate Mortgage”; and the NHTF Mortgage Loan, the County Mortgage Loan, the City Mortgage Loan, and the HACMB Mortgage Loan are sometimes hereinafter collectively referred to as the “Subordinate Mortgage Loan”. (k) Borrower and Florida Housing have negotiated the terms and conditions of, and wish to enter into, this Agreement in order to set forth the terms and conditions of the disbursement of the Loan. NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements set forth below, the parties agree as follows: 1. INCORPORATION OF RECITALS. The above recitals are true and correct and are incorporated into and made a part hereof. 2. DEFINITIONS. As used in this Agreement the terms listed below shall have the following meanings unless otherwise required by the context: Architect: Brooks & Scarpa Architects, Inc., a Florida corporation, whose address is 3929 West 139th Street, Hawthorne, California 90250. Assignment of Leases and Rents: That certain Assignment of Leases, Rents and Contract Rights, dated of even date herewith, from the Borrower assigning to Florida Housing all of its right, title and interest in and to all agreements for the leasing of the Development or any part thereof, if any, and all rents, issues and profits derived or to be derived from the Development, subject to the rights of the Senior Mortgagee. City Loan Agreement: The agreement between the Borrower and the City Mortgagee setting forth the requirements for and terms of disbursing the City Mortgage Loan. Co-General Partner: Vista Breeze HACMB, Inc., a Florida not-for-profit corporation. Cohen Trust: Howard D. Cohen Revocable Trust Under Agreement Dated 4/6/1993. Collateral Assignment: That certain Collateral Assignment of Construction Contract and Permits, dated of even date herewith, from Borrower assigning to Florida Housing all contract rights, sewer tap rights, utility commitments, licenses and agreements pertaining directly or indirectly to the Land and the development thereof. Completion Date. June 15, 2026. Compliance Monitoring and Servicing Agreement: That certain Compliance Monitoring and Servicing Agreement, dated of even date herewith, by and among Florida Housing, the Servicer and the Borrower. Construction Cost: The actual cost of labor, materials, demolition, improvements to the Land, utility installation, architectural and engineering services, and other work to be performed and costs to be incurred in connection with the construction, rehabilitation and/or completion of the Improvements in accordance with the Plans and Specifications and this Agreement, not to exceed the "Total Development Cost" described in the “Use of Proceeds Schedule” attached hereto as Exhibit "B". The actual "Hard Costs" 4 shall be further broken down in the "Contractor's Cost Breakdown" to be received and approved by Florida Housing prior to the first Draw Request (sometimes called the "Breakdown of Costs"). The term "Construction Costs" shall include all hard and soft costs associated with the acquisition, financing, improvement, construction and/or rehabilitation of the Development consistent with the line items on Exhibit "B" hereto. Any amendments to the Use of Proceeds Schedule or any reallocation of the line items therein must be approved by Florida Housing, the First Mortgagee, the Subordinate Mortgagee and the Servicer. Contractor or General Contractor: Atlantic Pacific Community Builders, LLC, a Delaware limited liability company, whose address is 3 Miami Central, 161 NW 6th Street, Suite 1020, Miami, Florida 33136, and any successor general contractor approved by Florida Housing in writing. County Loan Agreement: The agreement between the Borrower and the County Mortgagee setting forth the requirements for and terms of disbursing the County Mortgage Loan. CPI: The "Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100" (unadjusted) as published monthly by the Bureau of Labor Statistics, United States Department of Labor. If the CPI is discontinued or revised prior to the payment in full of the Loan, such other government index or computation with which the "CPI" is replaced shall be used in order to obtain substantially the same result as would be obtained if the CPI had not been discontinued or revised as Florida Housing, in its sole discretion, may determine. Developer: Collectively, APC Vista Breeze Development, LLC, a Florida limited liability company, and HACMB Development, LLC, a Florida limited liability company. Draw Request: A disbursement of a portion of the proceeds of the Loan to provide funds for the payment of Construction Costs; each such Draw Request shall be deemed to be an advance under the Note. Environmental Indemnity: That certain Environmental Indemnity Agreement dated of even date herewith, from the Borrower, the Managing General Partner, the Co-General Partner, the Developer, Atlantic Pacific Communities, LLC, a Delaware limited liability company, Howard D. Cohen, individually, and the Cohen Trust, for the benefit of Florida Housing. First Loan Agreement: The agreement between the Borrower and the First Mortgagee setting forth the requirements for and terms of disbursing the First Mortgage Loan. General Contract: The general construction contract between Borrower and Contractor for construction of the Improvements. The General Contract shall be for a guaranteed maximum price including penalties and incentive bonuses. Guarantees. Collectively, (i) that certain Completion and Operating Deficit Guaranty and (ii) that certain Continuing, Absolute and Unconditional Guaranty of Recourse Obligations, both dated of even date herewith, from the Borrower, the Managing General Partner, the Co-General Partner, the Developer, Atlantic Pacific Communities, LLC, a Delaware limited liability company, Howard D. Cohen, individually, and the Cohen Trust, for the benefit of Florida Housing. HACMB Loan Agreement: The agreement between the Borrower and the HACMB Mortgagee setting forth the requirements for and terms of disbursing the HACMB Mortgage Loan. Improvements: The Development shall be constructed or substantially rehabilitated, operated and maintained, as set forth in Exhibit “C” attached hereto and made a part hereof. 5 Inspector: Any inspecting engineer or architect acceptable to Florida Housing from time to time in its sole discretion, the costs of which shall be paid by the Borrower. Investor Limited Partner: Bank of America, N.A., or an affiliate thereof, and its permitted successors and assigns. Land Use Restriction Agreement: That certain Land Use Restriction Agreement, dated of even date herewith, by and between the Borrower and Florida Housing, as may be amended, modified or supplemented from time to time. Loan Documents: The Loan Documents shall consist of the Note, the Mortgage, this Agreement, the Assignment of Leases and Rents, the Collateral Assignment, the Land Use Restriction Agreement, the Environmental Indemnity, the Guarantees, and all other documents evidencing, guaranteeing, securing or relating to the Loan. Managing General Partner: APC Vista Breeze, LLC, a Florida limited liability company. The term “Managing General Partner” shall continue to refer to APC Vista Breeze, LLC after its interest in the Borrower is converted to a Class B Limited Partner interest as provided in the Partnership Agreement, which conversion is consented to by Florida Housing. Mortgage: The Leasehold Mortgage and Security Agreement, dated of even date herewith, from the Borrower to Florida Housing securing the Note in the principal amount of $600,000 and which is a valid fourth leasehold mortgage lien on the Land, the Development and all other improvements, fixtures and personal property owned by Borrower to be located on or used in connection with the Land. NHTF Loan Agreement: The agreement between the Borrower and the NHTF Mortgagee setting forth the requirements for and terms of disbursing the NHTF Mortgage Loan. Note: The Promissory Note, dated of even date herewith, from the Borrower to the order of Florida Housing in the principal amount of $600,000 evidencing the Loan pursuant to the Loan Documents, as may be amended, modified or supplemented from time to time. Notice of Commencement. That certain Notice of Commencement required by Section 713.13, Fla. Stat. executed by the Borrower to be recorded subsequent to the Mortgage. Partnership Agreement: The Amended and Restated Agreement of Limited Partnership among the Managing General Partner, the Co-General Partner, HACMB – Vista Breeze, LLC, a Florida limited liability company, as the administrative general partner, the Investor Limited Partner, the Special Limited Partner, and the Cohen Trust, as the withdrawing limited partner dated as of December 15, 2023, as amended or modified from time to time. Plans and Specifications: The Plans and Specifications for the construction of the Improvements as reviewed and approved by the Inspector on behalf of Florida Housing prior to the initial Draw Request and all amendments and modifications thereto as approved by Florida Housing to the extent approval is required. Program: The State Apartment Incentive Loan Program created by Section 420.5087, Fla. Stat. and the ELI Program created by the RFA. 6 SAIL Loan Agreement: The agreement between the Borrower and the SAIL Mortgagee setting forth the requirements for and terms of disbursing the SAIL Mortgage Loan. Servicer: AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business in the State of Florida, or any subsequent entity appointed by Florida Housing to provide services specified in the Loan Documents. Special Limited Partner: Banc of America CDC Special Holding Company, Inc., a North Carolina corporation. Subordination Agreement. The Subordination and Intercreditor Agreement (FHFC), dated December 15, 2023, between Bank of America , N.A., as the initial holder of the Governmental Lender Note, and Florida Housing, and joined in and consented to by Borrower and Fiscal Agent. Title Company: Fidelity National Title Insurance Company or another title insurance company accepted by Florida Housing in writing. Title Insurance Policy. The Title Company’s Mortgagee’s Policy issued pursuant to the Title Company’s Commitment Order No. 11389795, dated September 18, 2023, as may be updated, and all other endorsements thereto issued as required by this Agreement as of the date of reference. Viability Loan Agreement: The agreement between the Borrower and the Viability Mortgagee setting forth the requirements for and terms of disbursing the Viability Mortgage Loan. In addition to the foregoing, any term not otherwise defined in this Agreement shall have the meaning set forth in the Rule. 3. THE LOAN. Florida Housing shall make the Loan to Borrower and will disburse the proceeds of the Loan in one or more advances upon the terms and conditions set forth herein, and Borrower agrees to the Loan and expressly agrees to comply with and perform all of the terms and conditions of the Loan Documents. The Loan shall be evidenced by the Note and secured by the Mortgage and the other Loan Documents as herein provided. 4. CONSTRUCTION OF IMPROVEMENTS. (a) Commencement and Completion. Borrower shall obtain all necessary governmental permits and approvals and shall cause construction of the Improvements to begin no later than the date which is ninety (90) days after the closing of the Loan and only after the recording of the Notice of Commencement, and shall cause such construction 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 and Specifications, in form and content acceptable to Florida Housing, 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 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 Florida Housing. 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 Development (if applicable) and a final certification by the Inspector that the Improvements have been 7 completed in accordance with the Plans and Specifications and which is in form and content acceptable to Florida Housing. (b) Compliance with and Changes to Plans and Specifications. A complete set of the Plans and Specifications shall be delivered to Florida Housing prior to beginning any work on the Improvements. All material changes in the Plans and Specifications, including without limitation, change orders under the General Contract, require the prior written approval of Florida Housing which consent may be subject to such conditions and qualifications as Florida Housing in its sole discretion may prescribe, it being understood that Florida Housing at all times shall have the right to require compliance with the original Plans and Specifications, except where modified as herein provided. (c) Right of Florida Housing to Inspect. Florida Housing, the Servicer the Inspector, and any other agent or representative of Florida Housing shall have the right to enter the Development to inspect the construction and the Improvements at all reasonable times during normal business hours, and the Inspector shall provide Florida Housing and the Servicer with periodic written reports at Borrower’s expense. Borrower shall cause the Contractor and all subcontractors and suppliers to cooperate with Florida Housing, the Inspector and the Servicer and such agents and representatives in the exercise of their rights and performance of their duties hereunder. This provision shall not impose on Florida Housing any obligation to inspect or to correct any defects discovered or to notify any person with respect thereto. 5. CONDITIONS TO THE EXECUTION OF THIS AGREEMENT BY FLORIDA HOUSING. The conditions listed below are conditions precedent to Florida Housing’s execution hereof and shall be complied with in form and substance satisfactory to Florida Housing and its counsel prior to Florida Housing’s execution hereof: (a) Title Insurance: On the date hereof, Borrower shall deliver to Florida Housing a marked- up title commitment issued by the Title Company, in an amount equal to the principal amount of the Note, which title insurance commitment shall (i) commit to issue the Title Policy that will insure that the Mortgage is a valid lien on the Development, fourth in priority only to the Senior Mortgage, (ii) commit to issue the Title Policy that will insure that Borrower’s fee simple interest in the Land is good and marketable and free and clear of all liens, encumbrances, easements, exceptions, reservations and restrictions except for the Senior Mortgage and other documents evidencing and securing the Senior Mortgage Loan, Subordinate Mortgage and other documents evidencing and securing the Subordinate Mortgage Loan, and Permitted Encumbrances (as such term is defined in the Mortgage, including, but not limited to those described on Exhibit “B” to the Mortgage), and those approved by Florida Housing and its counsel (including, without limitation, the conversion of the First Mortgage Loan to permanent loan status in accordance with the First Mortgage Loan documents), (iii) provide that the Title Insurance Policy shall include a Florida Form 9 Endorsement and a Florida Survey Endorsement which shall insure that the property depicted in the survey described below conforms to the property described in Exhibit “A” to this Agreement, and an ALTA 8.1 Environmental Protection Lien Endorsement, and such other endorsements as Florida Housing may require, and (iv) be “marked-up” to reflect, among other things, that all requirements under Schedule B-I have been satisfied and all “standard” or “general” exceptions (including the “gap” exception) under Schedule B-II have been deleted except for those approved by Florida Housing and its counsel; (b) Survey: The Borrower shall deliver to Florida Housing a current survey of the Development certified to Florida Housing, Florida Housing’s counsel, the Servicer, the Borrower and its counsel, and the Title Company, and prepared by a surveyor acceptable to Florida Housing, showing the following: (i) the location of the perimeter of the Land by courses and distances and perimeter footings in place, and by reference to township, range, section; 8 (ii) the location of and the identification by reference to recording data of all easements, rights-of-way, conditions and restrictions on or appurtenant to the Development; (iii) the lines of the streets abutting the Development and the width thereof; (iv) all encroachments, and the extent thereof in feet and inches upon the Development; (v) the Improvements, to the extent constructed or substantially rehabilitated, and the relation of the Improvements by distances to the perimeter of the Development, and the street lines; (vi) if the Development is described as being on a filed map, a legend relating the plat of survey to such map; (vii) flood zone certification; (viii) the location of all building set-back lines; and (ix) any other requirements requested by Florida Housing or its counsel; (c) Contracts: Borrower shall deliver to Florida Housing an executed copy of the General Contract, which General Contract shall specify a guaranteed maximum price for all the Improvements and, if requested, executed copies of the Contractor’s contracts with all subcontractors for the construction of the Improvements, and any amendments or change orders thereto; (d) Contractor’s Agreement: A Contractor’s Agreement in form and substance reasonably satisfactory to Florida Housing shall be executed and delivered to Florida Housing whereby Contractor agrees that, in the Event of Default (as hereinafter defined) by Borrower under the terms of this Agreement or the Loan Documents, Contractor will, at the request of Florida Housing and subject to the rights of the Senior Mortgagee, continue performance pursuant to the General Contract until completion of construction of the Improvements, provided Contractor is paid for all necessary labor, materials and equipment furnished in accordance with the General Contract and shall subordinate all lien rights of the Contractor to the lien of Florida Housing; (e) Reserved; (f) Assignment of Construction Contract: Borrower shall deliver to Florida Housing a Collateral Assignment of Construction Contract and Permits executed by Borrower, as well as a Consent to Assignment of Construction Contract executed by Contractor; (g) Loan Documents: The Note shall be duly authorized, executed and delivered by Borrower to Florida Housing; the Mortgage shall be duly authorized, executed, acknowledged, delivered to Florida Housing, recorded in the public records of the County, and shall be a valid fourth mortgage lien, subordinate only to the lien of the Senior Mortgage, on the Development and on all fixtures and personal property owned by Borrower to be used in connection with the Improvements; all of the other Loan Documents shall be duly authorized, executed, acknowledged, recorded (if applicable) and delivered to Florida Housing; (h) Borrower’s Affidavit: An affidavit of Borrower shall be executed and delivered to Florida Housing certifying that no liens exist on the Development (other than liens for taxes which are not yet due 9 and payable) and that no other parties are entitled to possession except for the Senior Mortgagee, the Subordinate Mortgagee, the Permitted Encumbrances and as otherwise provided herein; (i) Appraisal: An appraisal of the Improvements by an appraiser satisfactory to Florida Housing shall have been delivered to the Servicer and approved by Florida Housing and the Servicer; (j) Commitment Fee and Expenses: Borrower shall have paid its commitment fee of Six Thousand and 00/100 Dollars ($6,000); (k) Public Requirements: Borrower shall deliver to Florida Housing: (i) letters from local utility companies or municipal authorities stating that electricity, gas, telephone, sewer and water facilities will be available to the Development upon the completion of the Improvements, without the payment of any additional hook-up or other fees or otherwise specifying the fees payable in connection therewith, (ii) a letter from the appropriate zoning department certifying as to compliance with all zoning and land use regulations including but not limited to compliance with parking requirements, and, if requested by Florida Housing, a copy of the applicable zoning ordinances certified by an appropriate official to be a complete and accurate statement thereof, and an up-to-date zoning map similarly certified, (iii) evidence satisfactory to Florida Housing that all roads necessary for the full utilization of the Improvements for their intended purposes have either been completed or the necessary rights of way therefor have either been acquired by the appropriate governmental authorities or have been or will be dedicated by Borrower to public use and accepted by such governmental authorities and that all necessary steps have been taken by Borrower and such governmental authorities, to assure the complete construction and installation thereof, (iv) copies of subdivision plats, restrictive covenants, plans of developments, and all other documents required by the local zoning and subdivision ordinances, and such other documents as are required by and satisfactory to Florida Housing; and evidence satisfactory to Florida Housing and its counsel that the Plans and Specifications conform to all federal, state, and local laws, ordinances, rules and regulations, including, but not limited to, laws of the State regulating air and water pollution, land use and growth management, (v) a satisfactory environmental report certified to Florida Housing, and copies of all necessary approvals from appropriate environmental protection agencies having jurisdiction over the Development, (vi) satisfactory soil test report; (vii) evidence that the building permit(s) will be issued upon the payment by the Borrower of all necessary fees (with no other conditions), together with a certificate or other evidence from the public official issuing the building permit(s) that the Improvements will conform to existing zoning laws and specified variances, if any, and such additional information as required by Florida Housing; and 10 (viii) all other authorizations, permits or approvals, if any, required by any governmental authorities for the construction of the Improvements and operation of the Development for the purposes contemplated by the Plans and Specifications, which are presently procurable. (l) Entity Documents: Borrower shall deliver to Florida Housing the following documents: (i) The Articles of Incorporation of the Borrower, or, if the Borrower is a limited partnership, the Certificate of Limited Partnership of the Borrower and all amendments thereto, or, if the Borrower is a limited liability company, the Articles of Organization of the Borrower and all amendments thereto, and the Certificate of Incorporation of any corporate general partners or managers, as applicable, of the Borrower certified by the appropriate official of the state of their incorporation, together with a certificate of such official to the effect that each such entity is in good standing therein; (ii) A good standing certificate of the Borrower from the Secretary of State of the State of Florida; (iii) Articles of Incorporation and Bylaws of the Borrower, if a corporation, certified by the Secretary of such corporation; or Partnership Agreement of the Borrower, if a limited partnership; or Articles of Organization and Operating Agreement of the Borrower, if a limited liability company; (iv) Incumbency certificates identifying the officers and directors of the Borrower or its Managing General Partner or its manager, as applicable, certified by the Secretary of such entity; (v) Certified resolutions of the Board of Directors of the Borrower or the corporate general partners or manager of Borrower, as applicable, authorizing the execution and delivery of the Loan Documents, and all other documents necessary or desirable for the consummation of the transactions contemplated by this Agreement; and (vi) Certified resolutions of the Borrower, its Managing General Partner, or its managers, as applicable, authorizing the execution and delivery of the Loan Documents, and all other documents necessary or desirable for the consummation of the transaction contemplated by this Agreement. (m) Flood Insurance: Borrower shall deliver to Florida Housing evidence satisfactory to Florida Housing either that the Development is not within a hazardous flood area as designated by the Department of Housing and Urban Development and any other governmental authority, or if the Development upon completion of the Improvements, will be within such a hazardous area, evidence that the Development is (or will be) covered by flood insurance as provided in the Rule and the Florida Housing Finance Corporation Insurance Guide dated August 30, 2016 (the “Florida Housing Insurance Guide”) should such policy be canceled before the expiration date thereon, notice shall be delivered by the insurer to Florida Housing and Servicer. Borrower agrees that it shall immediately notify Florida Housing and Servicer upon receiving notice of cancellation, modification or non-renewal of any policy. Borrower agrees that Florida Housing shall have the right to take any action necessary to continue said insurance in full force and effect including, but not limited to, paying premiums. Any funds advanced to continue said policies in 11 full force and effect shall be considered as Draw Requests hereunder and shall bear interest from the date of disbursement at the default rate set forth under the Loan Documents and payment of said funds and interest shall be secured by the Mortgage. Satisfactory evidence of flood area designation shall be a certification from the surveyor appearing on the survey drawing; (n) Opinion of Borrower's Counsel: At Loan closing, Borrower shall deliver to Florida Housing an opinion of counsel for Borrower and addressed to Florida Housing, such opinion to be reasonably satisfactory to Florida Housing, to the effect that: (i) the Loan Documents and all other instruments and documents required to be delivered hereunder have been duly authorized, executed and delivered and are valid, binding and enforceable in accordance with their terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally; (ii) that Borrower is a corporation or a limited partnership or a limited liability company, as applicable, in good standing under the laws of the State and has all the necessary power and authority to undertake its obligations hereunder; (iii) that, to its knowledge, the Borrower is in compliance with all laws, regulations, ordinances and orders of all governmental authorities, including, but not limited to, if applicable, the Interstate Land Sales Full Disclosure Act, all applicable federal and state securities laws, and all laws of the State applicable to the type of development contemplated hereunder; (iv) that there is no charter, document, agreement, resolution or bylaw of Borrower and no provision of any existing mortgage, indenture, contract or agreement known to such counsel binding on Borrower or affecting its property which would conflict with or in any way prevent the execution, delivery and performance of this Agreement; (v) that, to counsel's knowledge and based upon a certificate of the Borrower, there are no proceedings pending or threatened before any court or administrative agency which will materially adversely affect the financial condition or operation of Borrower or the Development, including but not limited to its organizational status, bankruptcy, reorganization or insolvency proceedings or any other debtor- creditor proceedings under the United States Bankruptcy Code or any similar statute, nor to counsel's knowledge are there any financial circumstances within counsel's knowledge which could lead to such proceedings; (vi) that the Note and the interest provided for therein do not violate any usury or other laws of the State; and (vii) such other opinions as may be reasonably required by Florida Housing or its counsel in connection with the funding of the Loan. (o) Expenses: Borrower shall have paid all those fees and charges due and payable or ordered paid by Florida Housing as provided herein under Paragraph 11 of this Agreement; 12 (p) Easements and Parking Agreements: All necessary drainage and ingress/egress easements and cross parking agreements which have been approved in writing by Florida Housing shall have been executed and recorded prior to recordation of the Mortgage; (q) Insurance: Borrower shall deliver evidence satisfactory to Florida Housing of the existence of public liability, builder's risk, permanent hazard/all risks, flood (if applicable) and worker's compensation insurance and any other reasonable insurance coverage required by Florida Housing relating to the Development, in form, amounts and issued by companies as provided in the Rule and the Florida Housing Insurance Guide. Borrower agrees that it shall immediately notify Florida Housing and Servicer upon receiving notice of cancellation, modification or non-renewal of any policy. Borrower agrees that Florida Housing shall have the right to take any action necessary to continue said insurance in full force and effect including, but not limited to, paying premiums. Any funds advanced to continue said policies in full force and effect shall be considered as Draw Requests hereunder and shall bear interest from the date of disbursement at the default rate set forth under the Loan Documents and payment of said funds and interest shall be secured by the Mortgage. Notwithstanding the immediately preceding paragraph, the following provisions apply during the term of the Loan. Borrower shall, at all times, comply with the Rule and Florida Housing Insurance Guide. For so long as the Loan is not in the first lien priority position (i.e., there are one or more loans senior to the Loan), the Borrower shall comply with all insurance requirements of the Senior Mortgagee, for minimum amounts, types of coverage, cancellation clauses, deductibles, insurance carrier ratings and terms. During the term of the Loan, Borrower shall comply with such insurance requirements of the Senior Mortgagee, and such policy or policies of insurance shall include Florida Housing as an additional insured, making all loss or losses under such policy or policies payable to Florida Housing as its interest may appear (subject to the rights of the Senior Mortgagee). The Borrower shall notify Florida Housing and the Servicer, at least sixty (60) days prior to the date when the Loan is anticipated to become the first lien mortgage, and provide evidence that all insurance policies satisfy (or will satisfy on the date the Loan becomes the first lien on the Development), all of the requirements of Florida Housing. (r) Payment and Performance Bonds/Letter of Credit. Receipt of satisfactory 100% payment and performance bonds, issued by a bonding company, or a satisfactory letter of credit listing Florida Housing as co-obligee, to be drawn at Florida Housing's sole discretion. Florida Housing, its legal counsel and the Servicer must approve the amount and terms, as well as the form, of such letter of credit or payment and performance bonds. (s) Other Documents: Borrower shall deliver to Florida Housing such other documents and information as Florida Housing may reasonably require; (t) Representations and Warranties: The representations and warranties of Borrower as set forth in this Agreement and the Loan Documents shall be true and correct in all material respects; (u) Guarantees: Execution and delivery of the Guarantees; (v) Source/Use of Funds: Receipt by Florida Housing and the Servicer of a final sources and uses of funds schedule which highlights all costs thereafter paid supported by paid invoices/receipts for said costs. The schedule must also identify lending/equity sources for each cost category; (w) Environmental Indemnity. Execution and delivery of the Environmental Indemnity; (x) Plans and Specifications Approval: Plans and Specifications shall have been reviewed and approved by the Inspector on behalf of Florida Housing and the Servicer; 13 (y) Construction Draw Schedule: The construction draw schedule shall have been reviewed and approved by the Servicer; and (z) Notice of Commencement: A Notice of Commencement signed by the Borrower shall have been delivered to the Title Company or other recording agent on a date subsequent to the recording of the Mortgage, meeting the requirements set forth in Paragraph 6(k) below. 6. CONDITIONS TO FLORIDA HOUSING’S OBLIGATION TO FUND INITIAL DRAW REQUEST AND SUBSEQUENT DRAW REQUESTS. The conditions listed below, and those in Paragraph 7 hereof are conditions precedent to any obligation of Florida Housing and shall be complied with in form and substance satisfactory to Florida Housing and the Servicer prior to the first Draw Request: (a) Draw Requests. Unless otherwise approved by the Servicer, the Loan shall be disbursed pro rata during the construction phase in an amount per draw which does not exceed the ratio of the Loan to the Total Development Cost, less the amount of the Developer fee to be deferred during construction, in accordance with the conditions set forth in Paragraph 7 hereof; (b) Senior Mortgagee’s Funding. All conditions precedent to the funding of the Senior Mortgage Loan have been satisfied to the Senior Mortgagee’s satisfaction and there are no defaults or events with which the passage of time could serve as the basis for a default under the Senior Mortgage Loan; (c) Subordinate Mortgagee’s Funding. All conditions precedent to the funding of the Subordinate Mortgage Loan have been satisfied to the Subordinate Mortgagee’s satisfaction and there are no defaults or events with which the passage of time could serve as the basis for a default under the Subordinate Mortgage Loan; (d) Use of Proceeds Schedule. Borrower shall deliver to Florida Housing and the Servicer for their approval the Use of Proceeds Schedule, Contractor’s Cost Breakdown, and the Plans and Specifications; (e) Senior Mortgage. Borrower shall deliver to Florida Housing a copy of the executed Senior Mortgage, the Senior Loan Agreement, and all other documents evidencing or securing the Senior Mortgage Loan; (f) Subordinate Mortgage. Borrower shall deliver to Florida Housing a copy of the executed Subordinate Mortgage and all other documents evidencing or securing the Subordinate Mortgage Loan; (g) Undisbursed Funds. There shall be at all times undisbursed loan funds (collectively held by Florida Housing, the Senior Mortgagee, the Subordinate Mortgagee and any other Florida Housing approved sources including equity committed by partners and deferred Developer fee) sufficient to complete the construction of the Improvements at Florida Housing’s sole, reasonable discretion. Otherwise, Florida Housing has the option to require expenditures of such additionally required funds by Borrower prior to any subsequent disbursement by Florida Housing pursuant to Paragraph 12 hereof; (h) Cost Certification and Design Review. Inspector shall cost certify and review the Plans and Specifications in a manner acceptable to Florida Housing; (i) Draw Requests and Change Orders. The Architect of record for the Development shall approve and execute all Draw Requests, the Final Hard Cost Draw Request and all change orders. 14 (j) Compliance Monitoring and Servicing Agreement. Florida Housing, the Borrower and the Servicer shall have executed the Compliance Monitoring and Servicing Agreement regarding the Loan in a form approved by Florida Housing; (k) Notice of Commencement. The Notice of Commencement required by Section 713.13, Fla. Stat., shall have been properly executed, recorded (subsequent to the recording of the Mortgage) and a certified copy thereof posted at the job site prior to, but within thirty (30) days of, the commencement of any work or construction on the parcel of the Land, and a copy of the recorded Notice furnished to Florida Housing; (l) Builder’s Risk and Hazard Insurance. Borrower shall deliver to Florida Housing a copy of the policies or certificates of insurance of Builder’s Risk and Hazard Insurance coverage in the amount of the full replacement value of the Improvements as completed, but which shall, in any case, include such insurance coverage sufficient to meet the standards as provided in the Rule and the Florida Housing Insurance Guide. Such certificates of insurance shall be issued by a company satisfactory to Florida Housing, duly endorsed to show the interest of Florida Housing under a standard non-contributing mortgagee clause (or as otherwise provided in the Florida Housing Insurance Guide) addressed to Florida Housing Finance Corporation, 227 North Bronough Street, Suite 5000, Tallahassee, Florida 32301-1329, Attention: Executive Director, or to Florida Housing’s designated Servicer. Borrower agrees that it shall immediately notify Florida Housing and Servicer upon receiving notice of cancellation, modification or non-renewal of any policy. Borrower agrees that Florida Housing shall have the right to take any action necessary to continue said insurance policies in full force and effect including, but not limited to, paying premiums. Any funds advanced to continue the policies in full force and effect shall be considered as Draw Requests hereunder and shall bear interest from the date of disbursement at the default rate under the Loan Documents and payment of said funds and interest shall be secured by the Mortgage; (m) Public Requirements. Borrower shall deliver to Florida Housing: (i) a copy of the building permit(s) (or written confirmation from the relevant governmental authorities that the building permits are ready to be issued subject only to payment of applicable fees, with no other conditions) authorizing construction of the Improvements together with a certificate or other evidence from the public official issuing the building permit(s) that the Improvements will conform to existing zoning laws and specified variances, if any; and (ii) all other authorizations, permits or approvals, if any, required by any governmental authorities for the construction of the Improvements and operation of the Development for the purposes contemplated by the Plans and Specifications, which are presently procurable; (n) No Default. The warranties and representations contained in this Agreement are correct and true, in all material respects, all the covenants, terms and conditions of this Agreement remain satisfied, all conditions contained in Sections 4, 5 and 6 herein have been satisfied, and no uncured Event of Default or default, or circumstances or events which upon the lapse of time, the giving of notice, or both, could become an Event of Default, have occurred as of the date of the Draw Request under the Loan Documents; (o) Governmental Permits. Borrower shall deliver to Florida Housing satisfactory evidence that all building and governmental permits, licenses and approvals necessary for the commencement of construction of the Improvements have been duly obtained (or are ready to be obtained subject only to the payment of applicable fees, with no other conditions) and have not been revoked; 15 (p) Other Documents. Borrower shall deliver to Florida Housing such other documents and information as Florida Housing may reasonably require; and (q) Representations and Warranties. The representations and warranties of Borrower as set forth in this Agreement and the Loan Documents shall be true and correct. 7. CONDITIONS TO SUBSEQUENT DRAW REQUESTS. The Draw Requests hereunder shall be made on dates mutually agreeable to Florida Housing, Senior Mortgagee and the Servicer and in accordance with the Use of Proceeds Schedule attached hereto as Exhibit “B” (as may be amended from time to time with the approval of Servicer) upon compliance with the following conditions in form and substance satisfactory to Florida Housing: (a) Certification. The Borrower shall certify to the Servicer, as agent for Florida Housing, that, taking into account any retainage under this Agreement, there will be sufficient funds to complete the Improvements. (b) Request and Evidence of Construction and Payment. Ten (10) business days prior to each Draw Request, Borrower shall supply the Servicer, as agent for Florida Housing, with a written request executed by Borrower for a Draw Request, which request shall set forth the amount sought and shall constitute a covenant and affirmation of Borrower that the warranties and representations in this Agreement are correct and true in all material respects, that all the covenants, terms, and conditions of this Agreement are being complied with, and that no Event of Default has occurred and is continuing as of the date of the Draw Request. Each Draw Request shall be accompanied by a form approved by and provided by Florida Housing or the Servicer, fully executed, and partial releases of liens from the Contractor to the effect that Contractor has been paid for labor and materials supplied to the Development for the immediately preceding draw period and that Contractor claims no lien on the Development, and such other evidence as may be required by this Agreement or by Florida Housing. The Draw Request shall contain claims for labor and materials to the date of the last inspection by the Inspector and not for labor and materials rendered thereafter. On or about the 25th day of each month, the Inspector will inspect the Development to determine the percentage of completion of the Improvements for purposes of the next Draw Request. Unless otherwise approved by the Servicer, all disbursements shall be made in an amount per draw which does not exceed the ratio of the Loan to the Total Development Cost, less the amount of the Developer fee to be deferred during construction. (c) Subcontractors. If requested by Florida Housing or the Servicer, Borrower shall furnish copies, certified by Borrower to be true and correct, of all subcontracts and purchase orders for the provision of labor and materials for the construction of the Improvements and statements from each subcontractor and supplier: (i) stating the amount of its contract and the amount paid to date; and (ii) acknowledging full payment (less retainage) of all sums due and payable for all work done and materials supplied. (d) Title Insurance. The Servicer, as agent for Florida Housing, shall receive an endorsement to the Title Insurance Policy using standard construction loan disbursement endorsements updating the status of title to the date of the current Draw Request and increasing the insurance coverage to an amount equal to the sum of all prior Draw Requests and the current Draw Request, without additional exceptions or objections, except those specifically approved in writing by Florida Housing. 16 (e) Survey. (i) After the foundation of all of the buildings comprising the Improvements is completed to the extent required by Florida Housing, a certified survey of the Development acceptable to Florida Housing, and certified to Florida Housing, the Servicer, and the Title Company, shall be furnished to the Servicer, as agent for Florida Housing, if applicable; and (ii) after the completion of the construction of the Improvements, the Borrower shall furnish to the Servicer, if requested, due to changes to Improvements on the Land, a certified final completion survey of the Development acceptable to Florida Housing, and certified to Florida Housing, the Servicer, and the Title Company, showing the buildings comprising the Improvements to be within lot lines and building setback lines, and also showing easements, roads, etc. (f) Proof of Availability of Materials. If requested by Florida Housing or Servicer, Borrower shall furnish to Florida Housing evidence reasonably satisfactory to Florida Housing that Borrower and Contractor have obtained or can obtain all necessary materials as and when required for the completion of the Improvements in accordance with the Plans and Specifications. (g) No Default. The warranties and representations contained in this Agreement are correct and true, in all material respects, all the covenants, terms and conditions of this Agreement remain satisfied, all conditions contained in Sections 4, 5 and 6 herein have been satisfied, and no uncured Event of Default has occurred as of the date of Draw Request. 8. RIGHT TO WITHHOLD FUNDS. In addition to the right to require Equity Funds under Section 12 hereof, Florida Housing may elect to withhold any Draw Request, notwithstanding the substance of any report of the Inspector, or any documentation submitted to Florida Housing in connection with a Draw Request, if Florida Housing reasonably determines at any time that the actual cost budget or progress of construction differs materially from that as shown on the Contractor’s Cost Breakdown referenced in the Use of Proceeds Schedule attached hereto as Exhibit “B” (as may be amended from time to time with the approval of Servicer), or that the percentage of progress of construction of the Improvements differs materially from that as shown on the Draw Request for the period in question. The Servicer may request submission of revised construction budgets. Based on the progress of construction, if Florida Housing determines that further analysis by the Servicer is required prior to the release of the Final Draw, the Borrower shall pay the Servicer a fee for such services at the rates set forth in the Compliance Monitoring and Servicing Agreement. Furthermore, if any instrument or document submitted by Borrower in connection with any Draw Request shall not, in the reasonable exercise of Florida Housing’s discretion, comply in all material respects with the conditions and requirements of this Agreement then Florida Housing may amend, reduce or withhold funding of any Draw Request, as Florida Housing, in its reasonable and timely discretion, shall deem proper under the circumstances. 9. PAYMENT OF DRAW REQUEST. If all conditions precedent to Florida Housing’s obligations hereunder and to the Draw Request have been performed to the reasonable satisfaction of Florida Housing, the Servicer hereby directs Florida Housing to make the Draw Request, in accordance with this Agreement, payable to Borrower or as Florida Housing may otherwise elect, and Florida Housing shall make each Draw Request in the amount justified by the applications, affidavits, certificates and other evidence submitted to Florida Housing under Sections 5, 6 or 7 above, less “Retainage,” as defined below. Notwithstanding the foregoing, unless otherwise approved by the Servicer, for all draws for construction proceeds, for payment of Construction Costs and soft costs, the amount so requested shall not exceed the total amount of the Construction Cost multiplied by the percentage of completion then attained less the aggregate of all amounts theretofore advanced and soft costs approved by Florida Housing. The proceeds of each Draw Request hereunder shall be applied solely and exclusively to payment, or to reimbursement of Borrower for payment, of the Construction Cost and soft costs approved by Florida Housing, and Borrower agrees at any time and from time to time, upon request of Florida Housing, to exhibit to Florida Housing receipts, vouchers, statements, bills of sale or other evidence satisfactory to Florida Housing of 17 actual payment of such Construction Cost and soft costs approved by Florida Housing. Notwithstanding the foregoing, Florida Housing may apply any amounts due Borrower hereunder toward satisfaction of any of the terms or conditions of this Agreement, and amounts so applied shall be part of the Loan and shall be secured by the lien of the Mortgage, and all disbursements from any “contingency” categories shall be made at Florida Housing’s sole and absolute discretion. Florida Housing shall retain from each construction Draw Request for hard costs a sum equal to ten percent (10%) of the amount of the Draw Request for hard costs as “Retainage” until the Improvements are fifty percent (50%) complete; however, Retainage shall not be held on the General Contractor’s General Liability Insurance and P&P Bond. Upon fifty percent (50%) completion, no additional Retainage shall be withheld. Notwithstanding the above, the General Contract may require higher Retainage to be withheld and/or require such Retainage to be withheld for a longer period of time, all of which shall be acceptable to Florida Housing. These Retainage funds shall be held by the Servicer until final certificates of occupancy or completion are issued and all conditions to the Final Hard Cost Draw Request have been satisfied; at that time, the Retainage shall be released to the Borrower. 10. 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 Servicer, Borrower shall supply Florida Housing and the Servicer with the following documents in addition to satisfying all of the conditions and supplying all of the documents required under Paragraphs 6 and 7: (a) Certificates from the Inspector and the Architect and/or engineer that the Improvements have been completed in accordance with the Plans and Specifications, 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 Development; (b) A certificate from Borrower stating the total Construction Cost; (c) A photocopy of an executed final certificate of occupancy and/or completion issued by the appropriate official of the jurisdiction in which the Development 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; (d) An acceptable “as built” survey, certified to Florida Housing, Florida Housing’s counsel, the Servicer, Borrower and its counsel, the Title Company, the Senior Mortgagee, and the Subordinate Mortgagee showing the Improvements as completed to be within the lot lines and building setback lines, and also showing easements, roads, curb cuts, etc.; (e) Contractor’s and Owner’s Final Affidavit as to payment and release of liens for all lienors named therein, and a final conditional release of mechanics’ liens executed by the Contractor and each subcontractor giving Statutory Notice to Owner in form and substance reasonably satisfactory to Florida Housing and the Title Company; (f) Only when Florida Housing is the first mortgagee, policies of fire, lightning and extended coverage insurance, and such other types of insurance as may be required by Florida Housing as provided in the Rule and the Florida Housing Insurance Guide, endorsed to show the interest of Florida Housing and in form and substance and written by companies satisfactory to Florida Housing; 18 (g) 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 Loan and containing no additional exceptions not previously approved by Florida Housing; (h) A complete set of signed and sealed “as built” Plans and Specifications; (i) An affidavit from the Borrower and the Borrower’s property manager which indicates that the management agreement between said parties is in full force and effect and that neither of the parties thereto is in default thereunder; and (j) All other instruments and documents required by Florida Housing or the Servicer. (k) After approval and release of the final hard cost advance including all retainage, any remaining Loan funds must be disbursed within twenty-four (24) months from date of the final hard cost advance or Florida Housing will consider the amount of Loan funds disbursed to Borrower as the final maximum amount of the Loan. Florida Housing may thereafter de-commit any “undrawn” funds and reallocate them to other purposes. 11. EXPENSES. Borrower shall pay all fees and charges incurred in the procuring and making of the Loan, if applicable, the fees of the Servicer at such times as specified in the Compliance Monitoring and Servicing Agreement, and all other expenses incurred by Florida Housing during the term of the Loan, including without limitation the Title Company’s fees and premiums, charges for examination of title to the Development, expenses of surveys, recording expenses, and fees of the Inspector. The Borrower shall also pay any and all insurance premiums, taxes, assessments, water rates, sewer rates and other charges, liens and encumbrances upon the Development, any other expenses shown as part of the Total Development Cost, and any other amounts necessary for the payment of the cost of the Improvements. Such amounts, unless sooner paid, shall be paid from time to time as Florida Housing shall request either to the person to whom such payments are due or to Florida Housing if Florida Housing has paid the same, or Florida Housing may, at its option, deduct from any Draw Request any amounts necessary for the payment of these items, and apply such amounts in making such payments, and all sums so applied shall be deemed Draw Requests under this Agreement and shall bear interest from the date of disbursement at the default rate set forth in the Loan Documents and payment of said funds and the interest thereon shall be secured by the Mortgage. 12. EQUITY FUNDS. Florida Housing may, at any time and from time to time, require Borrower to deposit additional funds (the “Equity Funds”) whenever it shall appear to Florida Housing or the Servicer that the remaining proceeds to be disbursed by Florida Housing (along with the funds to be disbursed by the Senior Mortgagee, the Subordinate Mortgagee, the Investor Limited Partner and any other sources approved by Florida Housing including the deferred development fee) will be insufficient to pay the remaining portion of the Construction Costs not already paid and to otherwise complete construction of the Improvements in accordance with the Plans and Specifications; Borrower hereby covenants and agrees to make such a deposit upon Florida Housing’s request. If Florida Housing has not required a deposit of Equity Funds pursuant to this paragraph, Borrower shall deliver to Florida Housing evidence, satisfactory to Florida Housing in its sole discretion, of the ability to make payment of any portion of the Construction Costs in excess of the amount of the Loan which remains to be disbursed, together with lien waivers satisfactory to Florida Housing and the Title Company. 13. SPECIAL PROVISIONS APPLICABLE TO CONSTRUCTION LOANS UNDER THE PROGRAM. Borrower expressly agrees to the following terms and conditions in conformity with Section 420.5087, Fla. Stat., and the Rule: 19 (a) The Borrower shall comply with the set-asides, rent restrictions, if applicable, demographic commitment(s) and other requirements set forth in the Land Use Restriction Agreement. (b) The Loan shall be subject to all of the terms and conditions of the Program and the Rule, as promulgated by Florida Housing. (c) The Borrower shall not discriminate on the basis of race, religion, color, sex, familial status, national origin or disability in the lease, use or occupancy of the Development. Age discrimination and discrimination against minor dependents, except when units are specifically being held for the Elderly (as defined in the Rule), is also not permitted. (d) The Loan shall not be subject to any prepayment penalty. (e) Sale, Transfer or Refinancing of the Development. (1) Any sale, conveyance, assignment or other transfer of interest or the grant of a security interest in all or any part of the title to the Development other than a superior mortgage and the Subordinate Mortgage, and Permitted Encumbrances (as defined in the Mortgage), shall be subject to Florida Housing’s prior written approval. (2) The Loan as to both principal and interest, if any, shall be assumable upon sale or transfer of the Development upon compliance with the requirements of the RFA, and so long as the following conditions are met: (i) The proposed owner of the Development meets all specific applicant identity criteria which were required as conditions of the original Loan; (ii) The proposed owner of the Development agrees to maintain all set-asides and other requirements of the Loan for the period originally specified or longer, and agrees to assume the Borrower’s obligations under the Loan Documents; and (iii) The proposed owner and release of Borrower receives a favorable recommendation from Florida Housing’s credit underwriter and approval by the Board of Directors of Florida Housing. In the event the above-stated conditions are not met, the Loan as to both principal and interest, as well as all other obligations due or accrued under the Loan Documents, shall be due in full upon the sale or transfer of the Development unless the consent of Florida Housing shall have been obtained or the transfer is otherwise permitted under the Loan Documents. (3) Florida Housing may renegotiate and extend the Loan in order to extend or retain the availability of housing for the target population. Such renegotiations shall be based upon: (i) Performance of the Borrower during the Loan term; (ii) Availability of similar housing stock for the target population in the area; (iii) Documentation and certification by the Borrower that funds are not available to repay the Note upon maturity; 20 (iv) A plan for the repayment of the Loan at the new maturity date; (v) Assurance that the security interest of Florida Housing will not be jeopardized by the new term(s); and (vi) Industry standard terms which may include amortizing the Loan, requiring regularly scheduled payments of principal and interest. (4) Florida Housing shall approve requests for Loan refinancing only if Development Cash Flow (as defined in the Rule), is improved, the Development’s economic viability is maintained, the security interest of Florida Housing is not adversely affected, and Florida Housing’s credit underwriter provides a positive recommendation. (5) Florida Housing shall deny requests for Loan refinancing which require extension of the Loan term or otherwise adversely affect the security interest of Florida Housing, unless the criteria outlined in Section 13(e)(4) above are met, Florida Housing’s credit underwriter recommends that the approval of such a request is crucial to the economic survival of the Development, or unless Florida Housing determines that public policy will be better served by the extension as a result of Borrower agreeing to further extend the set-aside period or provide additional amenities or resident programs suitable for the resident population. Further, Florida Housing shall limit any approved extension to a minimum term which makes the Development feasible and which does not exceed an industry standard term. (6) Florida Housing shall deny requests to increase the amount of any superior mortgage unless the criteria outlined in the RFA are met, the original combined loan to value ratio for the superior mortgage and the Mortgage is maintained or improved, and a proportionate amount of the increase in the superior mortgage is used to reduce the outstanding Loan balance. (f) The Improvements must provide safe, sanitary and decent residential rental housing for Extremely Low-Income Persons or Households and Very Low-Income Persons or Households (as defined in the Land Use Restriction Agreement) as specified in Paragraph 13(a) herein. (g) Borrower and Contractor shall satisfy and comply with all requirements and provisions of Section 420.5087, Fla. Stat., and the Rule, as now or hereafter (to the extent applicable) in effect. 14. WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants (which representations and warranties shall be deemed continuing) as follows: (a) Organization Status. Borrower is duly organized and is active as a corporation or a limited partnership or a limited liability company, as applicable, under the laws of the State; (b) Construction and Compliance with Laws. All construction, if any, heretofore performed on the Improvements has been performed in accordance with the Plans and Specifications as approved by Florida Housing; and to Borrower’s knowledge there are no structural defects in the Improvements (other than those being addressed as part of the Improvements) and no violation of any applicable zoning, building or any other local, state or federal laws, ordinances and regulations existing with respect to the anticipated use and construction thereof; and Borrower shall obtain all licenses, permits and approvals required by all local, state and federal agencies regulating such construction and use and such licenses, permits and approvals shall remain in good standing; and Borrower is and shall remain in compliance, in all material respects, with all laws, regulations, ordinances and orders of all governmental authorities having jurisdiction over the Development; 21 (c) Financial Statements. The financial statements of Borrower and, to Borrower’s knowledge, any guarantor hereunder heretofore delivered to Florida Housing are true and correct in all material respects, and fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof, and no material adverse change has occurred in the financial conditions reflected therein since the respective dates thereof and no additional borrowings have been made by Borrower since the date thereof other than the borrowing contemplated hereby and the Senior Mortgage Loan, the Subordinate Mortgage Loan and the Permitted Encumbrances (as defined in the Mortgage); (d) Authority to Enter into Loan Documents. The Borrower has full power and authority to enter into the Loan Documents and consummate the transactions contemplated hereby, and the facts and matters expressed in the opinions of its legal counsel are true and correct; (e) Validity of Loan Documents. The Loan Documents have been approved by those persons having proper authority, and to the best of Borrower’s knowledge are in all respects legal, valid and binding according to their terms; (f) Priority of Lien on Personalty. Except as previously disclosed in writing to Florida Housing or in the Title Insurance Policy, no chattel mortgage, bill of sale, security agreement, financing statement or other title retention agreement (except those executed in favor of Florida Housing, the Senior Mortgagee and the Subordinate Mortgagee) has been or will be executed with respect to any personal property, chattel or fixture used in conjunction with the construction, operation, or maintenance of the Improvements as described; (g) Conflicting Transactions of Borrower. The consummation of the transaction hereby contemplated and the performance of the obligations of Borrower under and by virtue of the Loan Documents will not result in any breach of, or constitute a default under, any lease, bank loan or credit agreement, or other instrument to which Borrower is a party or by which it may be bound or affected; (h) Pending Litigation. Except for actions, suits or proceedings which have been specifically disclosed to and approved by Florida Housing in writing, there are no actions, suits or proceedings before or by any court or governmental authority, pending, threatened or affecting the Borrower or the Development which, if determined adversely to the Borrower or the Development, would have a materially adverse effect on the financial condition, properties, businesses or operations of the Borrower or the Development, or which may prevent or interfere with or adversely affect the Borrower entering into the Loan Documents, or the Borrower’s ability to perform its obligations under the Loan Documents, or involving the validity of the Loan 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; (i) Availability of Utilities. All utility services necessary for the construction of the Improvements and the operation thereof for their intended purpose are available at the boundaries of the Development, including water supply, storm and sanitary sewer facilities, and gas, electric and telephone facilities, and Borrower has obtained all necessary permits and permissions required from governmental authorities for unrestricted access to and use of such services in connection with the construction and use of the Improvements; (j) Condition of Development. The Development is not now damaged or injured as a result of any fire, explosion, accident, flood or other casualty, and to the Borrower’s knowledge, there are no soil conditions which would interfere with the construction of the Improvements; (k) Construction Contract. Borrower has not made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Development except 22 for the contract with the Contractor. There have been no amendments or modifications to the General Contract, or any other contract approved by Florida Housing, except as approved by Florida Housing; there is in existence no default or grounds for default thereunder; and the General Contract is in full force and effect; (1) Availability of Roads. All roads necessary for the full utilization of the Improvements for their intended purposes have either been completed or the necessary rights of way therefor have either been acquired by the appropriate local authorities or have been or will be dedicated by Borrower to public use and accepted by such local authorities and all necessary steps have been taken by Borrower and such local authorities to assure the complete construction and installation thereof; (m) No Default. There is no default on the part of Borrower under this Agreement, the Loan Documents, any of the documents comprising the Senior Mortgage Loan documents or any of the documents comprising the Subordinate Mortgage Loan documents, and no event has occurred and is continuing which with notice, or the passage of time, or either, would constitute a default under any provision thereof; (n) Advertising. Subject to applicable laws, rules and regulations, during the period of the construction of the Improvements, Florida Housing shall have the right to install and maintain on the Development one or more signs identifying Florida Housing, or to be identified on such signs installed by others, as one of the institutions financing the Development. A sign or signs will be provided by Florida Housing and erected at Borrower’s expense. In connection with any leasing of the Development, or any portion thereof, which has been approved by Florida Housing, Borrower will not use any promotional advertising, or other material using Florida Housing’s name without first obtaining Florida Housing’s prior written approval thereof, which approval shall not be unreasonably withheld; (o) Hazardous Waste. Borrower is in compliance, in all material respects, with all provisions of the federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980 and Solid Waste Disposal Act, Florida Statutes, Chapter 376, and other similar federal, state and local statutory schemes imposing liability on Borrower relating to the generation, storage, impoundment, disposal, discharge, treatment, release, seepage, emission, transportation or destruction of any sewage, garbage, effluent, asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), toxic, hazardous or radioactive materials, petroleum products, pesticides, smoke, dust, or any other form of pollution as such laws are in effect as of the date of this Agreement and with any rules, regulations and orders issued by any federal, state or local governmental body, agency or authority thereunder and with any orders or judgments of any courts of competent jurisdiction with respect thereto, and no assessment, notice of (primary or secondary) liability or notice of financial responsibility, or the amount thereof, or to impose civil penalties has been received by Borrower. Borrower has paid any environmental excise taxes imposed upon it with respect to the Development pursuant to Sections 4611, 4661 or 4681 of the Internal Revenue Code of 1986, as from time to time amended; (p) Representations and Warranties in Loan Documents. All of the representations and warranties of Borrower contained in the Mortgage and all of the other Loan Documents are true and correct and are incorporated herein by reference as if set out in full; (q) Other Financing. The Borrower has not received any other debt financing for the construction of the Improvements other than the Loan, the Senior Mortgage Loan and the Subordinate Mortgage Loan, unsecured partner loans and any other sources approved by Florida Housing; (r) Use of the Development. There is no (i) plan, study or effort by any governmental authority or any non-governmental person or agency which may adversely affect the current or planned use of the 23 Development, or (ii) any intended or proposed governmental requirement (including, but not limited to, zoning changes) which may adversely affect the current or planned use of the Development. There is no moratorium or like governmental order or restriction now in effect with respect to the Development and, to the best of Borrower’s knowledge, no moratorium or similar ordinance or restriction is now contemplated; (s) Labor and Materials. All labor and materials contracted for in connection with the construction of the Improvements shall be used and employed solely on the Land in said construction and only in accordance with the Plans and Specifications; (t) Contractor and Other Contractors. The General Contract and all other contracts with architects, engineers and other professionals, which have been or will be executed, are or will be in full force and effect and are the legal, valid and binding obligations of the Contractor and each other party to such contracts, as applicable, enforceable in accordance with the respective terms thereof; the Contractor is a duly licensed general contractor under the laws of the State of Florida; and each other professional is a duly licensed professional under the laws of the State of Florida; (u) Payments of Taxes. The Borrower and each of the guarantors, if any, has filed or caused to be filed all federal, state and local tax returns that are required to be filed and has paid or caused to be paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due; (v) Investment Company Act. Neither the Borrower nor any of the guarantors, if any, is an “investment company” within the meaning of the Investment Company Act of 1940 and any amendments thereto; (w) O.S.H.A. and Environmental Matters. The Borrower has duly complied with, and its properties are in full compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, and the Resource Conservation and Recovery Act (“RCRA”) and all rules and regulations thereunder and all similar state and local laws, rules and regulations, including but not limited to any and all of the foregoing relating in any manner to underground tanks and other storage facilities or equipment and the removal and disposal of asbestos; there have been no outstanding citations, notices or orders of noncompliance issued to Borrower relating to its businesses or properties under any such laws, rules or regulations; (x) Disclosure Act. The Development is exempt from the registration requirements of the Federal Interstate Land Sales Full Disclosure Act, 15 U.S.C. 1701 et seq., or this Disclosure Act is not applicable to the Development; and (y) Land Sales Act. The Development is exempt from the registration requirements of the Florida Division of Land Sales under the Florida Uniform Land Sales Practices Law, Chapter 498, Fla. Stat., or this Land Sales Act is not applicable to the Development. (z) ADA Compliance. That to the best of its knowledge, and to the extent applicable, the Development complies and shall comply with the Americans With Disabilities Act of 1990, as implemented by 28 C.F.R. Part 35, and the Florida Americans With Disabilities Accessibility Implementation Act, as amended (collectively, the “ADA”); and to the extent any renovation or changes are required to be made to the Development, so as to have the Development comply with and meet all the requirements of the ADA to the extent applicable, the Borrower shall, at its expense, promptly and immediately undertake said renovations or improvements. Furthermore, the Borrower indemnifies Florida Housing from and against all claims, damages, fines, penalties, losses, expenses (including costs and attorneys’ fees), liabilities and 24 obligations arising out of or relating to any breach by the Borrower of this representation or the fact that the Development is not in compliance with the ADA. 15. ADDITIONAL COVENANTS OF BORROWER. Borrower covenants and agrees with Florida Housing as follows: (a) Construction Liens. Borrower (i) shall allow no work or construction to be commenced on the Land, or goods specially fabricated for incorporation therein, which has not been fully paid for prior to the recording of the Mortgage and Notice of Commencement or which could constitute a lien on the Development or if construction has been commenced, will ensure that the title insurance will insure against all prior construction liens, (ii) will cause a certified copy of the Notice of Commencement to be posted as required by Chapter 713, Fla. Stat., as soon as possible after recording of the Notice of Commencement, (iii) after the date hereof, shall notify Florida Housing of any and all Notices to Owner pursuant to Chapter 713, Fla. Stat., within five (5) days of receipt thereof, unless Florida Housing is shown on the Notice of Commencement as an additional party to which copies of Notice to Owner are to be provided, and (iv) will comply with all provisions of the Florida Construction Lien Law, including but not limited to, payment and notice provisions contained therein. Borrower shall save and hold Florida Housing harmless from the claims of any mechanics’ lien or equitable lien and pay promptly upon demand any loss or losses which Florida Housing may incur as a result of the filing of any such lien, including the reasonable cost of defending same and Florida Housing’s attorneys’ fees in connection therewith. In addition, Borrower agrees, at its sole cost and expense, to have any construction lien or equitable lien which may be filed against the Development or undisbursed funds of the Loan released or bonded within thirty (30) days of the date of filing same (or Borrower’s first receiving notice thereof, whichever is later), time being of the essence. Florida Housing shall be under no obligation to make further disbursements while any such lien remains outstanding against the Development. If Borrower fails, after demand, to cause said lien or liens to be released or bonded as aforesaid, Florida Housing may take such steps as it deems necessary and any funds expended shall be charged to Borrower’s loan account and shall bear interest as provided by the Loan Documents. Borrower hereby authorizes Florida Housing to demand, on Borrower’s behalf, the statement of account referred to in Section 713.16(2), Fla. Stat., of any potential lienor filing a Notice to Owner. It is specifically understood and agreed, however, that Florida Housing’s right to request such statements of account will in no way impose any obligation on Florida Housing to use such authority, and the exercise of such authority on one or more occasion shall not create or imply any obligation on such party to exercise such authority on subsequent occasions. (b) No Transfer of Development. Except as specifically set forth in the Land Use Restriction Agreement, the Mortgage or herein, the Development or any part thereof shall not be sold, leased, conveyed, mortgaged (except for the Senior Mortgage and the Subordinate Mortgage) or encumbered in any way without the prior written consent of Florida Housing. 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. All other contracts, deeds, easements or other agreements affecting the Development shall be submitted to Florida Housing for its written approval prior to the execution thereof by Borrower, accompanied by an appropriate survey showing the portion of the Development affected (if required by Florida Housing), and any other information reasonably requested by Florida Housing. (c) Compliance with Laws. Borrower will comply promptly with all federal, state and local laws, ordinances and regulations relating to the construction, use, and leasing of the Development, 25 and will obtain and keep in good standing all necessary licenses, permits and approvals required or desirable for construction and use of the Improvements. (d) Brokerage Commissions. Borrower will not knowingly engage in any activity or enter into any relationship which will give rise to any loan or brokerage commission with regard to the Loan, and Borrower will indemnify Florida Housing from the claims of brokers arising by reason of the execution hereof or the consummation of the transactions contemplated hereby. (e) Title to Personalty. Borrower will deliver to Florida Housing, on demand, copies of any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower claims title to any materials, fixtures or articles incorporated in the Improvements or subject to the lien of the Mortgage. (f) Correction of Defects and Satisfaction of Conditions. Borrower will, upon demand of Florida Housing or Inspector, correct any structural defect in the Improvements or any departure from the Plans and Specifications not approved by Florida Housing (and which is required to be approved), or perform any condition to Florida Housing’s obligations hereunder not satisfied or no longer satisfied. The Draw Request of any Loan proceeds shall not constitute a waiver of Florida Housing’s right to require substantial compliance with this covenant with respect to any such defects or departures from the Plans and Specifications not theretofore discovered by, or called to the attention of Florida Housing and the Inspector, or with respect to Borrower’s failure to satisfy or continue to satisfy any condition under this Agreement, whether or not Florida Housing required performance thereof. (g) Financial Information to be Provided. The Borrower shall furnish to Florida Housing and the Servicer: (i) The Borrower agrees to provide annually to Florida Housing and the Servicer a certification described below. The certification shall be provided within 151 calendar days following the Borrower’s fiscal year end (the “Submission Deadline”) of each year during the term of the Note. However, this certification requirement will be waived until the Submission Deadline following the fiscal year within which the first unit within the Development is occupied. In the event the Development contains occupied units at the time of acquisition, the initial submission shall be due following the fiscal year within which the 12 month anniversary of Loan closing is observed. The certification shall be in form and content acceptable to Florida Housing and shall require submission of annual audited financial statements, the annual financial reporting form (Form SR-1, as may be amended) and other documents that may be required by Florida Housing (via email to financialreporting@floridahousing.org or such other physical email addresses provided by Florida Housing) and the Servicer (submitted to the Servicer in both PDF format and in electronic form as a Microsoft Excel spreadsheet, as provided in the Rule, as may be amended). The audited financial statements are to be prepared in accordance with accounting principles generally accepted in the United States of America and audited in accordance with auditing standards generally accepted in the United States of America, for the 12 month fiscal year period just ended and shall include: (i) comparative balance sheet with prior year and current year balances; (ii) statement of revenue and expenses; (iii) statement of changes in fund balances or equity; (iv) statement of cash flows; and (v) notes to financial statements. The financial statements shall also be accompanied by a certification of the Borrower as to the accuracy of such financial statements. A late fee of $500.00 will be assessed by Florida Housing for failure to submit the required audited financial statements and certification by the Submission Deadline of each year of the term of the Loan. Failure to submit the required audited financial statements and certification by the Submission Deadline of each year of the term of the Loan shall constitute an event of default of the Loan. The Borrower shall furnish to Florida Housing or the Servicer unaudited statements, certified by the Borrower’s principal financial or accounting officer, covering such financial 26 matters as Florida Housing or the Servicer may reasonably request, including without limitation monthly statements with respect to the Development; and (ii) A certificate signed by an authorized representative, officer or director of the Borrower to the effect that to the best of his knowledge, after diligent inquiry, no event of default specified herein, nor any event which upon notice or lapse of time or both would constitute such an event of default, has occurred; and (iii) Promptly, from time to time, such other information regarding the operations, business, affairs and financial condition of Borrower as Florida Housing may reasonably request. (h) Borrower to Maintain Bookkeeping System. Borrower shall maintain a bookkeeping system for the Development in form and content sufficient for Florida Housing and Inspector to conduct reviews, inspections, certifications and reports required by this Agreement. Florida Housing shall have full access during normal business hours to the books, records and contracts pertaining to the Development, Borrower and Contractor to determine the accuracy, correctness and reasonableness of the sums in each Draw Request. (i) Collection of Insurance Proceeds. Borrower will cooperate with Florida Housing in obtaining for Florida Housing the benefits of any insurance or other proceeds lawfully or equitably payable to it in connection with the transaction contemplated hereby and the collection of any indebtedness or obligation of Borrower to Florida Housing incurred hereunder (including the payment by Borrower of the expense of an independent appraisal on behalf of Florida Housing in case of a fire or other casualty affecting the Development), subject to the rights of the Senior Mortgagee. The prosecution, settlement and use of insurance claims/proceeds shall be governed by the respective terms of the Senior Mortgage and the Mortgage. (j) Indebtedness. With respect to the Development, Borrower will not incur, create, assume or permit to exist any indebtedness or liability on account of advances or deposits, any indebtedness or liability for borrowed money for the Development (except for the Senior Mortgage, the Subordinate Mortgage, the Permitted Encumbrances and unsecured loans made by the partners of the Borrower in accordance with the Partnership Agreement and any deferred developer fee), any indebtedness constituting the deferred purchase price of any property or assets, or any indebtedness owed under any conditional, sale or title retention agreement, or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations without the written approval of Florida Housing, except: (i) indebtedness owed Florida Housing; and (ii) indebtedness incurred on open accounts for materials, equipment, supplies and services purchased in the ordinary course of business, payment for which shall be made promptly when due; (iii) Developer fee or other indebtedness owed to partners under the Partnership Agreement; and (iv) rent due under the Second Amended and Restated Ground Lease. (k) Consolidation, Merger, Entity Status. Borrower shall not consolidate with or merge into any other partnership, corporation or limited liability company, or permit another partnership, corporation or limited liability company to merge into it, or voluntarily or involuntarily fail to maintain its current status. 27 (1) Further Assurances and Preservation of Security. Borrower will do all acts and execute all documents for the better and more effective carrying out of the intent and purposes of this Agreement, as Florida Housing shall reasonably require from time to time, and will do such other acts necessary or desirable to preserve and protect the collateral at any time securing or intending to secure the Note, as Florida Housing may reasonably require. (m) Utilization of Loan Proceeds. Borrower will utilize the proceeds of the Loan solely for the Construction Costs and soft costs approved by Florida Housing, making withdrawals thereof at regular intervals, and Borrower will not, without the prior written consent of Florida Housing, procure a loan or loans from other sources for the work contemplated under this Agreement, except from the Senior Mortgagee, the Subordinate Mortgagee, deferred Developer fee, and unsecured loans made by partners as permitted under the Partnership Agreement. (n) No Assignment. Borrower shall not assign this Agreement or any interest therein, and any such assignment shall be void and of no effect. (o) Liabilities. Borrower, with respect solely to the Land and the operation of the Development thereon, shall not incur new or additional liabilities other than as expressly provided herein and except for liabilities incurred in the ordinary course of business. (p) Commitment Terms to Survive Loan Closing. Borrower shall have a continuing duty to comply with each and every term of Florida Housing’s commitment letter for this Loan, which commitment letter is dated September 11, 2023 and accepted by Borrower on September 15, 2023, from and after the closing of the Loan. In the event of a conflict between the commitment letter and the Loan Documents, the provisions of the Loan Documents shall control. (q) Reserve for Replacements. In the event the Senior Mortgage contains similar replacement reserve requirements (including, but not limited to, the same or higher replacement reserve funding deposits as required by this Agreement), commencing on the earliest to occur of (i) the date of commencement of the replacement reserve deposits set forth in the Senior Mortgage documents or (ii) three (3) years after the closing of this Loan, the Borrower shall establish (with the Senior Mortgagee or the Servicer) an escrow account for the funding of capital repairs, replacements, and improvements to be maintained throughout the Loan term (“Replacement Reserve Account”). All rights of Florida Housing with respect to the Replacement Reserve Account shall be subject to the prior rights, if any, of the Senior Mortgagee (other than the commencement date and the amount of the replacement reserve deposits, which shall be controlled by this Section). In the event the Senior Mortgagee requires replacement reserves with replacement reserve deposit requirements that include the same or higher deposits, Florida Housing’s rights to have the Servicer hold the Replacement Reserve Account and to disburse such funds may be subject to the Senior Mortgagee’s requirements. Payment of the required amounts into a reserve account maintained by the Senior Mortgagee with similar restrictions shall constitute compliance with this Section, subject, however, to the Borrower’s agreement to provide Florida Housing with notice of all draws on such reserve account and copies of monthly statements relating to such reserve account. If the Senior Mortgage does not require similar replacement reserve deposits, then commencing on the earliest to occur of (i) the first month after occupancy of ninety percent (90%) of the units in the Development, or (ii) three (3) years after Loan closing, the Borrower shall establish (with the Senior Mortgagee or the Servicer) a Replacement Reserve Account. Initially, a $300 per unit per year Replacement Reserve Account ($2,975 per month) will be required. The Replacement Reserve Account shall not be allowed to be drawn upon during the first five (5) 28 years after closing or until the establishment of a minimum balance equal to the accumulation of five (5) years of replacement reserves per unit. The amount established as a replacement reserve shall be adjusted based on a capital needs assessment report (“CNA”) to be received by Florida Housing and the Servicer, prepared by an independent third party and acceptable to Florida Housing and the Servicer 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 (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. If the Borrower does not provide a copy of a CNA to Florida Housing and/or the Servicer, prepared by an independent third party and acceptable to Florida Housing and the Servicer, within the stated time frames, then one shall be ordered by Florida Housing or the Servicer at the Borrower’s expense. The only events allowed to reduce the Replacement Reserve Account balance below the $300 per unit per year minimum are items related to life safety, structural and systems as approved by Florida Housing and the Servicer. Subject to (i) the rights of the Senior Mortgagee to hold replacement reserves and to disburse such funds and (ii) the approval of the Investor Limited Partner regarding the use and disbursement of such funds, the release of funds from the Replacement Reserve Account shall be at Florida Housing’s sole discretion. Further, in the event the Senior Mortgagee’s replacement reserve requirements are less than Florida Housing’s, any excess reserve requirement shall be deposited with the Servicer and disbursed at Florida Housing’s sole discretion. All reserve funds (whether held by the Senior Mortgagee or the Servicer) shall be placed in an account designated specifically for this Development. Florida Housing shall have the right to attach the Replacement Reserve Account (to the extent held by Florida Housing) in the event of a default under the documents evidencing and securing the Loan. Subject to the rights of the Senior Mortgagee, the application of the funds by Florida Housing shall not be restricted and may include debt service and/or repairs. The replacement reserve funds are not to be used by the Borrower for normal maintenance and repairs but shall be used for structural building repairs, major building systems replacements and other items included on the Eligible Reserve for Replacement Items list, effective October 15, 2010, a copy of which is attached hereto as Exhibit “D”. (r) Reserve for Taxes and Insurance. Unless an account is established pursuant to the Senior Mortgage, Borrower shall pay to and maintain in an escrow account with the Servicer such sums as may be required in order to pay all insurance premiums and applicable taxes. At Florida Housing’s reasonable discretion, the amount of the contribution to the taxes and insurance reserve account, and/or the commencement date, may be increased or changed in order to ensure that the Development is adequately maintained. (s) Escrow Account Confirmation. If escrow accounts for real estate taxes, insurance premiums, replacement reserves and sinking funds are held by the Trustee or Senior Mortgagee, the Servicer shall verify monthly with the Trustee, Senior Mortgage holder or Borrower, as applicable, that scheduled payments have been received by the holder. (t) Reduction of Principal Amount of Loan. If for any reason the entire amount of the Loan is not used to fund the Construction Costs and related “soft” costs of the Improvements and expenses related to the closing of the Loan, or any shortfall in funding any other line item including the entire Developer fee, the principal amount of the Loan shall be reduced by the amount of the unused funds which shall be retained by Florida Housing and the principal sum of the Note shall be adjusted accordingly. 29 (u) Borrower's Partnership Agreement, Operating Agreement or Bylaws. Borrower agrees to provide to the Servicer, within ten (10) days of execution, copies of any material amendments or other modifications to Borrower’s limited partnership agreement, operating agreement or bylaws, as applicable. (v) 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. Florida Housing shall not 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 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 either Florida Housing, 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 either Florida Housing or 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 Florida Housing or Servicer or be entitled to the protection of any of the covenants herein contained. (w) Borrower's Rights Assigned. The Borrower hereby assigns to Florida Housing, effective however, only after an Event of Default and the expiration of applicable cure periods, all rights of the Borrower under its contract with the Contractor and under its contracts with any other professionals and Florida Housing 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 Florida Housing may have, to exercise its rights under this assignment. Nothing herein shall be construed, however, to require Florida Housing to exercise any rights under this Paragraph. (x) Change Orders. The Borrower covenants and warrants that any change order of $100,000 or more, or $250,000 in the aggregate, shall require the prior written approval of Florida Housing or the Servicer, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Servicer shall be provided with copies of all change orders, regardless of amount. If Borrower does not submit and receive prior written approval from Florida Housing or the Servicer when required under this paragraph, the change orders may be deemed denied. (y) Payment and Performance Bonds. 100% payment and performance bonds must be provided by the Borrower to secure the construction contract between the Contractor and the Borrower, and must be provided by a company with an A.M. Best rating of “A-” or better. The bonds must list Florida Housing as co-obligee. Florida Housing, its legal counsel and the Servicer must approve in advance, in their sole discretion, the amount and terms, as well as the form, of such payment and performance bonds, before such payment and performance bonds shall be accepted by Florida Housing. (z) Insecurity. If Florida Housing reasonably deems itself insecure due to a material change in the Development, including but not limited to, any event which may adversely impact the Borrower’s ability to maintain or increase occupancy rates within the Development and any event which may adversely affect the Development’s financial stability, or the ability of the Borrower or any guarantor to comply with their obligations under the Loan Documents, Florida Housing shall give written notice to Borrower, who shall have ten (10) days, or such additional period of time approved in writing by Florida Housing, to provide any additional information requested by Florida Housing and thirty (30) days to cure such insecurity, if a cure is deemed necessary by Florida Housing. Notwithstanding anything to the contrary, in 30 the event the Borrower shall not cure any insecurity deemed necessary by Florida Housing within the above- described cure period, Florida Housing may, in its sole discretion, permit the Investor Limited Partner such additional period as Florida Housing shall deem necessary for the Investor Limited Partner to cure such insecurity, including removal of the General Partner or Administrative Limited Partner as permitted pursuant to the Loan Documents. (aa) Payment of Developer Fee. During construction, the Developer shall only be permitted to draw the construction 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 period, as calculated by the Servicer. No more than thirty-five percent (35%) of Developer’s construction period Developer fee will be funded at Loan closing. The remaining construction period Developer fee will be disbursed during construction on a pro rata basis, based upon the percentage of completion of the Development, as approved and reviewed by Florida Housing and the Servicer. Once the Development has achieved 100% lien free completion and Retainage has been released, the post-construction period Developer fee may be funded. Post-construction 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 Servicer. (bb) Operating Deficit Reserve. The Borrower shall establish an operating deficit reserve account (“Operating Reserve Account”) to be used (except as set forth below) to fund any Operating Deficits (as defined in the Partnership Agreement). The Operating Reserve Account will be held as provided in the Partnership Agreement. The Operating Reserve Account shall be funded in an amount of $481,830 or such other higher amount as agreed to by the Investor Limited Partner and Florida Housing on or before the date of the Third Installment (as defined in the Partnership Agreement) under the Partnership Agreement. Borrower will submit a written request to the Servicer and the Investor Limited Partner (with adequate supporting documentation) requesting disbursement of funds from the Operating Reserve Account in the event it experiences Operating Deficits or to otherwise draw the funds as permitted. After the approval of both the Investor Limited Partner and the Servicer, the holder of the Operating Reserve Account shall fund any such disbursement requests. Notwithstanding anything in the Partnership Agreement to the contrary, upon the expiration of the Compliance Period (as defined in the Extended Low-Income Housing Agreement anticipated to be issued with respect to tax credits for the Development), any remaining balance in the Operating Reserve Account, less amounts that may be drawn for Other Permitted Withdrawals (as defined herein), shall first be used to pay any outstanding balance of the Loan on the Development or other Florida Housing-administered loan debt on the Development, then to Florida Housing fees related to the Loan or any other program of Florida Housing and then any remaining balance shall be deposited into a replacement reserve account for the Development. The Operating Reserve Account will also be permitted to be drawn upon, from time to time, by the Borrower to pay deferred developer fees and to reimburse Operating Reserve Account replenishment amounts or other partner or guarantor loan funding pursuant to the Partnership Agreement ("Other Permitted Withdrawals"). In no event shall the payment of any amounts to the Borrower or the Developer from the Operating Reserve Account cause the Developer fee or Contractor fee to exceed the applicable percentage limitations provided for in the Rule. This Section shall survive the repayment of the Loan, if paid prior to the expiration of the Compliance Period. (cc) Permanent Loan Amount. The Borrower acknowledges and agrees that the permanent First Mortgage Loan amount shall not exceed $11,875,000 (subject to increase per “earn-out” provisions. Any proposed increase to this loan amount shall require the prior approval of the Servicer and Florida Housing, prior to the conversion of the First Mortgage Loan from the construction period to the permanent period; 31 provided, however, the permanent First Mortgage Loan amount may be increased pursuant to the permanent First Mortgage Loan documents with the prior approval of the Servicer and Florida Housing. 16. DEFAULT. Upon the occurrence of any of the following events and subject to any applicable cure periods (the "Events of Default") all obligations on the part of Florida Housing to make any further Draw Request hereunder shall, if Florida Housing elects, terminate, and Florida Housing may, at its option, exercise any of its remedies set forth herein, but Florida Housing may make any Draw Requests or parts of Draw Requests after the happening of any Events of Default without thereby waiving the right to exercise such remedies without becoming liable to make any further Draw Request. Upon the occurrence of any Event of Default under the Loan Documents, Florida Housing will accept a cure provided within the applicable cure period by any Guarantor or any partner of Borrower including without limitation, Managing General Partner, the Co-General Partner, Special Limited Partner or Investor Limited Partner as applicable. (a) Failure to Satisfy Conditions to a Draw Request. If Borrower fails to, or is unable to, satisfy or keep satisfied any condition to a Draw Request under Sections 5, 6, 7, 8, 9 or 10 of this Agreement for a period in excess of thirty (30) days or any additional period of time which may be extended by Florida Housing in its sole discretion; or (b) Bankruptcy. If there is filed by or against the Borrower a petition in bankruptcy or a petition for the appointment of a receiver or trustee of the property of the Borrower, or if there is filed any such proceeding by or against the Contractor which, in the reasonable judgment of Florida Housing, will cause material interference with the timely completion of the Improvements, and any such petition not filed by the Borrower or the Contractor is not dismissed within sixty (60) days of the date of filing; or if the Borrower or the Contractor files a petition for reorganization under any of the provisions of the United States Bankruptcy Code or of any similar law, state, federal, or foreign, or if either of them makes a general assignment for the benefit of creditors or makes any insolvency assignment or is adjudicated insolvent by any court of competent jurisdiction, any of which events, in the reasonable judgment of Florida Housing, will cause material interference with the timely completion of the Improvements; or (c) Improper Construction. If for any cause whatsoever other than Unavoidable Delays (as hereinafter defined) the construction of the Improvements is at any time discontinued for more than ten (10) consecutive business days or for more than fifteen (15) days in any thirty (30) day period, or not carried on with diligence and dispatch, in the reasonable judgment of Florida Housing, or if the Improvements, in the reasonable judgment of Florida Housing, are not being constructed or substantially rehabilitated or have not been completed in a good and workmanlike manner substantially in accordance with the Plans and Specifications, this Agreement and all laws, rules, regulations and requirements of all governmental authorities having or claiming jurisdiction, now existing or hereafter enacted, adopted or promulgated, or if the certificate of occupancy or completion for the Development or other certificates of compliance with zoning ordinances and building regulations have not been issued within thirty (30) days after the Completion Date specified. “Unavoidable Delays” is defined as delays due to strikes, blackouts, acts of God, restrictions of any governmental authority, failure or inability to secure materials or labor by reason of priority or similar regulation or order of any governmental authority, enemy action, civil disturbance, fire, inclement weather or any other act beyond the reasonable control of the Borrower (excluding, however, the inability or failure of Borrower to obtain any financing which may be necessary to carry out its obligations under this Agreement), provided, however, within fifteen (15) days after the termination of the occurrence which caused any such delay, the Borrower shall have given written notice to Florida Housing of the cause of the delay and the period of time during which it existed, and the period of Unavoidable Delay shall be such period of time during which the particular delay existed; or (d) Breach of Covenants, Warranties and Representations. If any representation made by Borrower in this Agreement or pursuant to the terms of the Loan Documents shall be false or misleading in 32 any material respect, when made or if Borrower shall fail to keep, observe or perform any of the terms, covenants, representations or warranties contained in the Loan Documents, or any other document given in connection with the Loan or development of the Development (provided, that with respect to non-monetary defaults, Florida Housing shall give written notice to Borrower, who shall have thirty (30) days to cure, which time may be extended by Florida Housing in its sole discretion), or is unable or unwilling to meet its obligations thereunder; or (e) Material Adverse Change of the Borrower or the Guarantors. If any material adverse change shall occur in the financial condition of the Borrower or any future guarantor at any time during the term of the Loan from the financial condition revealed in statements already presented to and accepted by Florida Housing after notice to the Borrower and thirty (30) days thereafter to remedy the same; or (f) Default on other Loan Documents. Any default (and failure to timely cure) by Borrower under the terms of the Senior Mortgage Loan documents, the Subordinate Mortgage Loan documents or other Loan Documents, likewise shall constitute default hereunder; or (g) Noncompliance with Rule. Any violation of the terms and conditions contained in the Rule shall constitute a default under the Loan Documents unless corrected within the grace period set forth in (d) above; or (h) Cancellation of Permits. If any building permit or other governmental permit, license or approval required in connection with the Development is not maintained in full force and effect, expires or is cancelled and not reinstated or renewed within ten (10) days of such cancellation or expiration. 17. REMEDIES OF FLORIDA HOUSING. Upon the happening of an Event of Default, then Florida Housing may, at its option, upon written notice to Borrower and the Senior Mortgagee, and subject to the terms and conditions of the Subordination Agreement: (a) Cancel this Agreement and its obligations to fund the Loan; (b) Commence an appropriate legal or equitable action to enforce performance of this Agreement; (c) Accelerate the payment of the Note and the Loan and any other sums secured by the Mortgage, and commence appropriate legal and equitable action to foreclose the Mortgage and collect all such amounts due Florida Housing; (d) Exercise all rights under the agreements with the Contractor and Architect and/or engineer, or employ others to complete the construction, and thereafter lease or let the Development; and take such action as may be reasonable to preserve and protect the Development and any construction materials stored thereon; or (e) Exercise any other rights or remedies Florida Housing may have under the Mortgage or other Loan Documents referred to in this Agreement or executed in connection with the Loan or which may be available under applicable law. No right, power or remedy of Florida Housing as provided in this Agreement is intended to be exclusive of any other right, power, or remedy of Florida Housing, but each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power or remedy available to Florida Housing now or hereafter existing at law or in equity and may be pursued separately, successively 33 or concurrently at the sole discretion of Florida Housing. The failure of Florida Housing to exercise any such right, power or remedy shall in no event be construed as a waiver or release thereof. Notwithstanding anything to the contrary contained herein or any other Loan Documents, Florida Housing agrees that any cure of any default made or tendered by the Co-General Partner or 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. 18. GENERAL TERMS. The following shall be applicable throughout the period of this Agreement or thereafter as provided herein: (a) Laws and Regulations. All terms and provisions of the following are incorporated into and made a part of this Agreement and the Loan Documents: The RFA, Chapter 67-48, Fla. Admin. Code, in effect as of May 18, 2021, Rule Chapter 67-53, Fla. Admin. Code, in effect as of August 20, 2009, and Chapter 420, Florida Statutes (collectively, the “Laws and Regulations”); all terms not otherwise defined herein or in the Loan Documents shall be as construed and defined in the Laws and Regulations. In the event of any conflict among Chapter 420, Fla. Stat., the RFA, Rule Chapter 67-48, Fla. Admin. Code and Rule Chapter 67-53, Fla. Admin. Code, the provisions of Chapter 420, Fla. Stat. shall control. In the event of any conflict between the Loan Documents and the Laws and Regulations, the Laws and Regulations shall control. (b) Limitation of Liability. The provisions of Section 5.5 of the Mortgage are hereby incorporated herein by this reference. (c) Rights of Third Parties. All conditions of Florida Housing hereunder are imposed solely and exclusively for the benefit of Florida Housing and its successors and assigns, and no other person shall have standing to require satisfaction of such conditions or be entitled to assume that Florida Housing will make Draw Requests in the absence of strict compliance with any or all thereof, and no other person shall, under any circumstances, be deemed to be a beneficiary of this Agreement or the Loan Documents, any provisions of which may be freely waived in whole or in part by Florida Housing at any time if, in its sole discretion, it deems it desirable to do so. In particular, Florida Housing makes no representations and assumes no duties or obligations as to third parties concerning the quality of the construction by Borrower of the Improvements or the absence therefrom of defects. (d) Borrower Not Florida Housing’s Agent. Nothing in this Agreement, the Note, the Mortgage or any other Loan Document shall be construed to make the Borrower Florida Housing’s agent for any purpose whatsoever, or the Borrower and Florida Housing partners, or joint or co-venturers, and the relationship of the parties shall, at all times, be that of debtor and creditor. (e) Florida Housing Not Liable for Damage or Loss. All inspections and other services rendered by or on behalf of Florida Housing shall be rendered solely for the protection and benefit of Florida Housing. Neither Borrower nor other third persons shall be entitled to claim any loss or damage against Florida Housing or against its agents or employees for failure to properly discharge their duties. (f) Florida Housing Not Obligated to Insure Proper Disbursement of Funds to Third Parties. Nothing contained in this Agreement, or any Loan Documents, shall impose upon Florida Housing any obligation to oversee the proper use or application of any disbursements and advances of funds made pursuant to the Loan. (g) Indemnification from Third Party Claims. The Borrower shall indemnify and hold harmless Florida Housing, its directors, officers, members, officials, employees and agents, including the 34 Servicer (collectively, the “Indemnified Parties”), from any liability, claims or losses, including attorneys’ fees and costs, resulting from the disbursement of the proceeds of the Loan to the Borrower or its designee or from the condition of the Development, whether related to the quality of construction or otherwise, and whether arising during or after the term of the Loan excluding misconduct, bad faith or negligence of the Indemnified Parties. This provision (and the indemnity provisions of Paragraph 14(z) hereof) shall survive the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liability, claims, or losses exists. Whether or not the Loan is made under this Agreement or any Draw Requests are approved and funds so advanced, the Borrower shall, on demand, pay or reimburse Florida Housing and its assignees and agents for (a) all transfer, documentary, stamp and similar taxes, broker’s fees and commissions, surveys, travel expenses, photocopying, secretarial overtime and long distance telephone charges (including but not limited to those imposed by Florida Housing’s counsel), abstracting charges, policies and all endorsements therefor, license and permit fees, fees and costs of the Inspector and Florida Housing’s disbursing agent(s), and all recording and filing fees, payable in connection with, arising out of or in any way related to the execution, delivery and performance of the Loan Documents or the making of the Loan, and (b) all of Florida Housing’s costs and expenses incurred, including fees and disbursements of legal counsel and other experts employed or retained by Florida Housing, and all payments made, and indemnify and hold Florida Housing harmless from and against all losses suffered, by Florida Housing in connection with, arising out of, or in any way related to (i) the negotiation, preparation, execution and delivery of (A) the Loan Documents (whether or not executed), (B) any waiver, amendment or consent thereunder or thereto, (ii) the administration of any operations under the Loan Documents, (iii) consulting with respect to any matter in any way arising out of, relating to, or connected with, the Loan Documents, including but not limited to the enforcement by Florida Housing of any of its rights thereunder or the performance by Florida Housing of any of its obligations thereunder, (iv) protecting, preserving, exercising or enforcing any of the rights of Florida Housing under the Loan Documents, (v) any appraisals, (vi) any claim (whether asserted by Florida Housing, the Borrower or any other person and whether asserted before or after the payment, performance and observance in full of the Borrower’s obligations hereunder, under the Note, or the other Loan Documents) and the prosecution or defense thereof, in any way arising under, related to, or connected with, the Loan Documents or the relationship established hereunder and thereunder, (vii) any governmental investigation arising out of, relating to, or in any way connected with the Loan Documents, except that the foregoing indemnity shall not be applicable to any loss suffered by the Indemnified Parties to the extent such loss is determined by a judgment of a court, that is binding on the Indemnified Parties, final and not subject to review on appeal, to be the result of acts or omissions on the part of the Indemnified Parties constituting willful misconduct, knowing violations of law or, in the case only of claims by the Borrower against the Indemnified Parties, the failure of the Indemnified Parties to observe any other standard applicable to the Indemnified Parties under any of the other provisions of this Agreement, or the Loan Documents or, but only to the extent not available thereunder, applicable law. Borrower hereby authorizes Florida Housing to pay any and all expenses or other amounts for which Borrower is obligated under this section from the proceeds of disbursement under the Loan, and no further authorization for such disbursement and payment shall be required from Borrower or any guarantor, if any. In no event shall Florida Housing be obligated to make any such disbursement or payment and Borrower shall in any event remain unconditionally obligated to pay any and all such amounts. All obligations of Borrower under this section shall bear interest at the rate provided for in the Note from the date of Florida Housing’s payment thereof or request to Borrower for payment thereof (whichever shall first occur) and shall be part of the obligations secured by the Development encumbered by the Mortgage and the other Loan Documents. (h) Rights of Subcontractors, Laborers and Materialmen. In no event shall this Agreement be construed to make Florida Housing, the Title Company or any agent of Florida Housing liable to Contractor 35 or any subcontractors, labor men, materialmen, craftsmen, or others for labor, materials, or services delivered to the Development or goods specially fabricated for incorporation therein, or for debts or claims accruing or arising to such persons or parties against Borrower or Contractor. It is distinctly understood and agreed that there is no relation of any type whatsoever, contractual or otherwise, either express or implied, between Florida Housing and Contractor, any materialman, subcontractor, craftsman, laborer or any other person or entity supplying any labor, materials or services to the Development or specially fabricating goods to be incorporated therein. Except as otherwise specifically provided herein, no such persons or entities are intended to be third party beneficiaries of this Agreement or any document or instrument related to the Loan or to have any claim or claims in or to any undisbursed or retained Loan proceeds. (i) Evidence of Satisfaction of Conditions. Florida Housing shall, at all times, be free independently to establish to its satisfaction, and in its absolute discretion, the existence or nonexistence of a fact or facts which are disclosed in documents or other evidence required by the terms of this Agreement. (j) Headings. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only, and shall not limit or otherwise affect any of the terms hereof. (k) Invalid Provisions to Affect No Others. If performance of any provision hereof or any transaction related hereto is limited by law, then the obligation to be performed shall be reduced accordingly; and if any clause or provision herein contained operates or would prospectively operate to invalidate this Agreement in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. (l) Application of Interest to Reduce Principal Sums Due. In the event that any charge, interest or late charge is above the maximum rate provided by law, then any excess amount over the lawful rate shall be applied by Florida Housing to reduce the principal sum of the Loan or any other amounts due Florida Housing hereunder. (m) Governing Law. The laws of the State shall govern the interpretation and enforcement of this Agreement. (n) Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally. (o) Prior Agreement. To the extent necessary, this Agreement shall be deemed to be an amendment to any prior loan agreement between Borrower and Florida Housing, and in the event of a conflict between the terms of this Agreement and of any such prior agreement, the terms of this Agreement shall govern. (p) Waiver. If Florida Housing shall waive any provisions of the Loan Documents, or shall fail to enforce any of the conditions or provisions of this Agreement, such waiver shall not be deemed to be a continuing waiver and shall never be construed as such; and Florida Housing shall thereafter have the right to insist upon the enforcement of such conditions or provisions. Furthermore, no provision of this Agreement shall be amended, waived, modified, discharged or terminated, except by instrument in writing signed by the parties hereto. (q) 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 36 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. Florida Housing: Florida Housing Finance Corporation 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 Attention: Executive Director Telephone: (850) 488-4197 with a copy to: Weiss Serota Helfman Cole & Bierman, P.L. 2800 Ponce de Leon Blvd, Suite 1200 Coral Gables, Florida 33134 Attention: Maria V. Currais, Esq. Telephone: (305) 854-0800 Email: mcurrais@wsh-law.com Borrower: Vista Breeze, Ltd. 3 Miami Central 161 NW 6th Street, Suite 1020 Miami, Florida 33136 Attention: Kenneth Naylor Telephone: (305) 357-4700 Email: knaylor@apcompanies.com with a copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 W. Flagler Street, Suite 2200 Miami, Florida 33130 Attention: Brian McDonough, Esq. Telephone: (305) 789-3350 Email: BMcDonough@stearnsweaver.com with a copy to: Klein Hornig LLP 1325 G Street NW, Suite 770 Washington, District of Columbia 20005 Attention: Chris Hornig Telephone: (202) 926-3402 Email: CHornig@kleinhornig.com Co-General Partner: Vista Breeze HACMB, Inc. 200 Alton Road Miami Beach, Florida 33139 Attention: Miguell Del Campillo Telephone: (305) 532-6401 Email: miguell@hacmb.org with a copy to: Fox Rothschild LLP BNY Mellon Center 500 Grant Street, Suite 2500 37 Pittsburgh, Pennsylvania 15219 Attention: Alec Stone, Esq. Telephone: (412) 391-2523 Email: aistone@foxrothschild.com Servicer: AmeriNat® 5130 Sunforest Drive, Suite 150 Tampa, Florida 33634 Attention: Mark Fredericks Telephone: (866) 269-1777 Email: mfredericks@amerinatls.com Any addressee may change its address by giving the other parties hereto notice of such change of address in accordance with the foregoing provisions. (r) Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and their heirs, legal representatives, successors and assigns; but nothing herein shall authorize the assignment hereof by the Borrower. (s) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall constitute collectively but one and the same instrument. (t) Permitted Encumbrances. Notwithstanding any other provision herein, all rights, title, interests, covenants and agreements herein are subject to the rights, title, interests, covenants and agreements of each superior lienor set forth in the schedule of Permitted Encumbrances attached as Exhibit “B” to the Mortgage. (u) Sole Discretion of Florida Housing. Wherever pursuant to this Agreement (a) Florida Housing exercises any right given to it to approve or disapprove, (b) any arrangement or term is to be satisfactory to Florida Housing, or (c) any other decision or determination is to be made by Florida Housing, the decision of Florida Housing to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Florida Housing, shall be in the sole and absolute discretion of Florida Housing and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (v) Waiver of Jury Trial. BORROWER WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO THIS LOAN. THIS PROVISION IS A MATERIAL INDUCEMENT FOR FLORIDA HOUSING’S EXTENDING CREDIT TO BORROWER AND NO WAIVER OR LIMITATION OF FLORIDA HOUSING’S RIGHTS UNDER THIS PARAGRAPH SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON FLORIDA HOUSING’S BEHALF. The Borrower acknowledges that the above paragraph has been expressly bargained for by Florida Housing as part of the transaction with the Borrower and that, but for the Borrower’s agreement thereto, Florida Housing would not have extended the Loan evidenced by this Agreement for the terms and at the interest rates provided. (w) Cure Rights of Partners. Notwithstanding anything to the contrary contained herein or any other Loan Document, Florida Housing agrees that any cure of any default made or tendered by the 38 Managing General Partner, Co-General Partner, the Investor Limited Partner or Special 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. (x) Transfers. The following shall be permitted, unless prohibited by the Rule, and shall not require the prior written approval of Florida Housing: (a) the removal of the Managing General Partner or Co-General Partner of Borrower in accordance with the Partnership Agreement, and the replacement thereof with the Investor Limited Partner in the Borrower or any of its affiliates, (b) the transfer of ownership interests in the Investor Limited Partner or the interest of the Investor Limited Partner or the Managing General Partner or to any of its affiliates; (c) the conversion of Managing General Partner’s interest from a general partner interest to a Class B limited partner interest in according with the Partnership Agreement; (d) the transfer of interests from the Managing General Partner to the Co-General Partner in accordance with the Partnership Agreement; (e) upon the expiration of the tax credit compliance period, the transfer of the interests of Co-General Partner or the Investor Limited Partner in Borrower to the Managing General Partner or the Co-General Partner, or any of their affiliates, and (f) any amendment to the Partnership Agreement to memorialize the transfers or removal described above. The Parties agree that this subsection (x) shall control to the extent of a conflict in any Loan Document. The Borrower shall provide Florida Housing with prompt written notice of any such change described in this paragraph. (y) Subordination Agreement Notwithstanding anything to the contrary contained herein, so long as the Governmental Lender Note is outstanding, or any portion of the note evidencing the First Mortgage Loan is unpaid, Florida Housing’s rights to declare a default, accelerate the indebtedness secured by the Note, this Agreement and the other Loan Documents, commence a foreclosure of the Mortgage, or pursue any other right or remedy hereunder, under the Note or the other Loan Documents, are subject to the Subordination Agreement. [COUNTERPART SIGNATURE PAGES TO FOLLOW] COUNTERPART SIGNATURE PAGE FOR CONSTRUCTION LOAN AGREEMENT (VISTA BREEZE/ ELI/ RFA 2021-205 / 2022-159SN) IN WITNESS WHEREOF, Florida Housing, the Borrower and the Servicer have caused this Agreement to be executed and delivered on their behalf by their duly authorized representatives as of the date first set forth above. FLORIDA HOUSING: FLORIDA HOUSING FINANCE CORPORATION By: :J"N,� � Name: Melissa Levy Title: Managing Director of Multifamily Programs S-1 COUNTERPART SIGNATURE PAGE FOR CONSTRUCTION LOAN AGREEMENT (VISTA BREEZE I ELI / RFA 2021-205 / 2022-159SN) IN WITNESS WHEREOF, Florida Housing, the Borrower and the Servicer have caused this Agreement to be executed and delivered on their behalf by their duly authorized representatives as of the rdate fi st set fo1th above. SERVICER: AMERINAT®, LLC, a Minnesota limited liability company authorized to transact business in the State of Florida S-3 A-1 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN EXHIBIT “A” LEGAL DESCRIPTION (VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN) That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be recorded over the following described lands: PARCEL 1: LOT 3, 4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL 2: LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA B-1 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN EXHIBIT “B” USE OF PROCEEDS SCHEDULE (VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN) C-1 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN EXHIBIT “C” DESCRIPTION OF FEATURES AND AMENITIES (VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN) A. The Development will consist of: 119 Units located in 2 Mid‐Rise residential buildings Unit Mix: One hundred nineteen (119) zero bedroom/one bath units: 119 Total Units B. All units are expected to meet all requirements as outlined below. If the proposed Development consists of rehabilitation, the proposed Development’s ability to provide all construction features will be confirmed as outlined in Exhibit F of the RFA. The quality of the construction features committed to by the Borrower is subject to approval of the Board of Directors. The Development must meet all federal requirements and state building code requirements, including the following, incorporating the most recent amendments, regulations, and rules: The Federal Fair Housing Act as implemented by 24 CFR 100, Florida Accessibility Code for Building Construction as adopted pursuant to Section 553.503, F.S., Section 504 of the Rehabilitation Act of 1973, and Titles II and III of the Americans with Disabilities Act (“ADA”) of 1990 as implemented by 28 CFR 35. All Developments must meet accessibility standards of Section 504. Section 504 accessibility standards require a minimum of 5 percent of the total dwelling units, but not fewer than one unit, to be accessible for individuals with mobility impairments. An additional 2 percent of the total units, but not fewer than one unit, must be accessible for persons with hearing or vision impairments. All of the accessible units must be equally distributed among different unit sizes and Development types and must be dispersed on all accessible routes throughout the Development. C. All Developments must provide the following General Features: 1. Broadband infrastructure which includes cables, fiber optics, wiring, or other infrastructure, as long as the installation results in accessibility in each unit; 2. Termite prevention; 3. Pest control; 4. Window covering for each window and glass door inside each unit; 5. Cable or satellite TV hook-up in each unit and, if the Development offers cable or satellite TV service to the residents, the price cannot exceed the market rate for service of similar quality available to the Development’s residents from a primary provider of cable or satellite TV; C-2 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN 6. Washer and dryer hook ups in each of the Development’s units or an on-site laundry facility for resident use. If the proposed Development will have an on-site laundry facility, the following requirements must be met: • There must be a minimum of one (1) Energy Star certified washer and one (1) Energy Star certified or commercial grade dryer per every 15 units. To determine the required number of washers and dryers for the on-site laundry facility; divide the total number of the Developments’ units by 15, and then round the equation’s total up to the nearest whole number; • At least one washing machine and one dryer shall be front loading that meets the accessibility standards of Section 504; • If the proposed Development consists of Scattered Sites, the laundry facility shall be located on each of the Scattered Sites, or no more than 1/16 mile from the Scattered Site with the most units, or a combination of both. 7. At least two full bathrooms in all 3 bedroom or larger new construction units; 8. Bathtub with shower in at least one bathroom in at least 90% of the new construction non-Elderly units; 9. Elderly Developments must have a minimum of one elevator per residential building provided for all Elderly Set-Aside Units that are located on a floor higher than the first floor. 10. Elderly Demographic Developments that are new construction units must have a full-size range and oven.. D. Required Accessibility Features, regardless of the age of the Development: Federal and state law and building code regulations requires that programs, activities, and facilities be readily accessible to and usable by persons with disabilities. Florida Housing requires that the design, construction, or alteration of its financed Developments be in compliance with federal and state accessibility requirements. When more than one law and accessibility standard applies, the Borrower shall comply with the standard (2010 ADA Standards, Section 504, Fair Housing Act, or Florida Building Code, Accessibility) which affords the greater level of accessibility for the residents and visitors. Areas required to be made accessible to mobility-impaired residents and their visitors, including those in wheelchairs, shall include, but not be limited to, accessible routes and entrances, paths of travel, primary function areas, parking, trash bins, mail and package receiving areas for residents, pool and other amenities, including paths of travel to amenities and laundry rooms, including washers and dryers. E. The Development must provide the following Accessibility Features in all units: 1. Primary entrance doors on an accessible route shall have a threshold with no more than a ½-inch rise; 2. All door handles on primary entrance door and interior doors must have lever handles; 3. Lever handles on all bathroom faucets and kitchen sink faucets; 4. Mid-point on light switches and thermostats shall not be more than 48 inches above finished floor level; and C-3 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN 5. Cabinet drawer handles and cabinet door handles in bathroom and kitchen shall be lever or D-pull type that operate easily using a single closed fist. F. All Elderly (ALF or Non-ALF) Demographic Developments must provide the following Accessibility Features: • 20 percent of the new construction units must have roll-in showers. • Horizontal grab bars in place around each tub and/or shower, or a Corporation-approved alternative approach for grab bar installation. The installation of the grab bars must meet or exceed 2010 ADA Standards for Accessible Design, Section 609. In addition, the following standards for grab bars are required: o If a bathtub/shower combination with a permanent seat is provided, grab bars shall be installed to meet or exceed 2010 ADA Standards for Accessible Design, Section 607.4.1. o If a bathtub/shower combination without a permanent seat is provided, grab bars shall be installed to meet or exceed 2010 ADA Standards for Accessible Design, Section 607.4.2. o If a roll-in shower is provided, grab bars shall be installed to meet or exceed 2010 ADA Standards for Accessible Design, Section 608.3.2. • Reinforced walls for future installation of horizontal grab bars in place around each toilet, or a Corporation-approved alternative approach for grab bar installation. The installation of the grab bars must meet or exceed the 2010 ADA Standards for Accessible Design; • All bathrooms in all new construction units must have vanity cabinets with at least one roll-out shelf or drawer in bottom of cabinet; • Adjustable shelving in master bedroom closets (must be adjustable by resident); and • In one of the kitchen’s base cabinets, there shall be a large bottom drawer that opens beyond full extension, also referred to as an “over-travel feature.” Drawers with the over-travel feature allow drawers to extend completely past the cabinet front so all the contents can be accessed. The drawer shall be deep and wide enough to store pots and pans and the drawer slides shall have a weight load rating of a minimum of 100 pounds. The drawers shall be mounted on a pair of metal side rails that are ball-bearing. G. Green Building Features required in all Developments: All new construction units and, as applicable, all common areas must have the features listed below and all rehabilitation units are expected to have all of the following required Green Building features unless found to be not appropriate or feasible within the scope of the rehabilitation work utilizing a capital needs assessment as further explained in Exhibit F of the RFA: C-4 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN a. Low or No-VOC paint for all interior walls (Low-VOC means 50 grams per liter or less for flat; 150 grams per liter or less for non-flat paint); b. Low-flow water fixtures in bathrooms – WaterSense labeled products or the following specifications: i. Toilets: 1.28 gallons/flush or less ii. Urinals: 0.5 gallons/flush, iii. Lavatory Faucets: 1.5 gallons/minute or less at 60 psi flow rate, iv. Showerheads: 2.0 gallons/minute or less at 80 psi flow rate; c. Energy Star certified refrigerator; d. Energy Star certified dishwasher; e. Energy Star certified ventilation fan in all bathrooms; f. 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 ≥ 2.9 over a 67◦ rise; • Residential Gas (storage or tankless/instantaneous): Energy Star certified • Commercial Gas Water Heater: Energy Star certified; g. Energy Star certified ceiling fans with lighting fixtures in bedrooms; h. Air Conditioning (in-unit or commercial): i. Air-Source Heat Pumps – Energy Star certified: a. ≥8.5 HSPF/ ≥15 SEER/ ≥12.5 EER for split systems b. ≥8.2 HSPF/ ≥15 SEER/ ≥12 EER for single package equipment including gas/electric package units. ii. Central Air Conditioners – Energy Star certified: a. ≥15 SEER/ ≥12.5 EER* for split systems b. ≥15 SEER/ ≥12 EER* for single package equipment including gas/electric package units. NOTE: Window air conditioners and portable air conditioners are not allowed. Package Terminal Air Conditioners (PTACs) / Package Terminal Heat Pumps (PTHPs) are allowed in studio and 1 bedroom units; In addition to the required Green Building Features outlined above, proposed Developments with a Development Category of New Construction or Redevelopment, with or without acquisition, must commit to achieve one of the following Green Building Certification programs: __X___ Leadership in Energy and Environmental Design (LEED); or ______ Florida Green Building Coalition (FGBC); or C-5 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN ICC 700 National Green Building Standard (NGBS); or ______ Enterprise Building Communities. H. Borrowers who select the Elderly (ALF or Non-ALF) Demographic must provide the required following Resident Program: 24 Hour Support to Assist Residents In Handling Urgent Issues. An important aging in place best practice is providing the residents access to property management support 24 hours per day, 7 days a week to assist them to appropriately and efficiently handle urgent issues or incidents that may arise. These issues may include, but are not limited to, an apartment maintenance emergency, security or safety concern, or a health risk incident in their apartment or on the property. The management’s assistance will include a 24/7 approach to receiving residents’ requests for assistance that will include a formal written process for relevant property management staff to effectively assess and provide assistance for each request. This assistance may include staff: • visiting or coordinating a visit to a resident’s apartment to address an urgent maintenance issue; • responding to a resident being locked out of their apartment; • contacting on-site security or the police to address a concern; • providing contact information to the resident and directing or making calls on a resident’s behalf to appropriate community-based emergency services or related resources to address an urgent health risk incident; • calling the resident’s informal emergency contact; or • addressing a resident’s urgent concern about another resident. Property management staff shall be on site at least 8 hours daily, but the 24- hour support approach may include contracted services or technology to assist the management in meeting this commitment, if these methods adequately address the intent of this service. The Development’s owner and/or designated property management entity shall develop and implement policies and procedures for staff to immediately receive and handle a resident’s call and assess the call based on a resident’s request and/or need. At a minimum, residents shall be informed by the property management, at move-in and via a written notice(s)/instructions provided to each resident and displayed in the Development’s common or public areas, that staff are available to receive resident calls at all times. These notices shall also provide contact information and direction to first contact the community-based emergency services if they have health or safety risk concerns. I. The Borrower must provide the following Resident Programs: The quality of the Resident Programs committed to by the Borrower is subject to approval of the Board of Directors. The availability of the Resident Programs must be publicized on an ongoing basis such as through community newsletters, bulletin board posts, or flyers. C-6 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN 1. Daily Activities The Borrower or its Management Company must provide on-site supervised, structured activities, at no cost to the resident, at least five days per week which must be offered between the hours of 8:00 a.m. and 7:00 p.m. If the Development consists of Scattered Sites, this resident program must be provided on the Scattered Site with the most units. 2. Computer Training The Borrower or its Management Company shall make available computer and internet training classes (basic and/or advanced level depending on the needs and requests of the residents). The training classes must be provided at least once a week, at no cost to the resident, in a dedicated space on site. Training must be held between the hours of 8:00 a.m. and 7:00 p.m., and electronic media, if used, must be used in conjunction with live instruction. If the Development consists of Scattered Sites, this resident program must be provided on the Scattered Site with the most units. 3. Assistance with Light Housekeeping, Grocery Shopping and/or Laundry The Borrower or its Management Company must provide residents with a list of qualified service providers for (a) light housekeeping, and/or (b) grocery shopping, and/or (c) laundry and will coordinate, at no cost to the resident, the scheduling of services. The Developer or Management Company shall verify that the services referral information is accurate and up-to-date at least once every six months. D-1 Construction Loan Agt VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN EXHIBIT “D” ELIGIBLE RESERVES FOR REPLACEMENT ITEMS (VISTA BREEZE / ELI / RFA 2021-205 / 2022-159SN)