viewing instructionscdiacdocs.sto.ca.gov/2016-2729.pdf · 2017. 3. 7. · viewing instructions this...

Viewing Instructions

This file has been indexed or bookmarked to simplify navigation between documents. If

you are unable to view the document index, download the file to your local drive and

open it using your PDF reader (e.g. Adobe Reader).

OHSUSA:765471458.4

INDENTURE OF TRUST

between

CALIFORNIA HOUSING FINANCE AGENCY, as Agency

and

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

Relating to

$5,000,000 CALIFORNIA HOUSING FINANCE AGENCY

MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS (GATEWAY STATION APARTMENTS) 2016 ISSUE H-B1

Dated as of July 1, 2016

#2016-2729

TABLE OF CONTENTS

Page

i OHSUSA:765471458.4

ARTICLE I DEFINITIONS .......................................................................................................... 4

Section 1.01 Definitions............................................................................................ 4

Section 1.02 Interpretation ...................................................................................... 11

ARTICLE II THE BONDS .......................................................................................................... 11

Section 2.01 The Bonds .......................................................................................... 11

Section 2.02 Limited Obligations ........................................................................... 12

Section 2.03 Indenture Constitutes Contract .......................................................... 14

Section 2.04 Form and Execution ........................................................................... 14

Section 2.05 Authentication .................................................................................... 15

Section 2.06 Mutilated, Lost, Stolen or Destroyed Bonds ...................................... 15

Section 2.07 Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer ..................................................................... 15

Section 2.08 Temporary Bonds............................................................................... 16

Section 2.09 Delivery of Bonds .............................................................................. 17

Section 2.10 Establishment of Loan Fund; Application of Bond Proceeds and Other Money; Assignment of Loan to Trustee ........................... 17

Section 2.11 Subordination ..................................................................................... 18

ARTICLE III REDEMPTION OF BONDS PRIOR TO MATURITY ....................................... 19

Section 3.01 Redemption of Bonds Prior to Maturity ............................................ 19

Section 3.02 Selection of Bonds for Redemption ................................................... 19

Section 3.03 Notice of Redemption ........................................................................ 19

Section 3.04 Effect of Notice of Redemption ......................................................... 20

ARTICLE IV REVENUES AND FUNDS .................................................................................. 20

Section 4.01 Pledge of Revenues and Assets; Establishment of Funds .................. 20

Section 4.02 Loan Fund .......................................................................................... 21

Section 4.03 Application of Revenues .................................................................... 21

Section 4.04 Application of Bond Fund ................................................................. 22

Section 4.05 Application of Redemption Fund....................................................... 22

Section 4.06 Damage, Destruction or Condemnation ............................................. 23

Section 4.07 Reserved ............................................................................................. 23

Section 4.08 Investment of Funds ........................................................................... 23

Section 4.09 Money Held for Particular Bonds; Funds Held in Trust .................... 23

TABLE OF CONTENTS (continued)

Page

ii OHSUSA:765471458.4

Section 4.10 Accounting Records ........................................................................... 24

Section 4.11 Amounts Remaining in Funds ........................................................... 24


Section 4.13 Rebate Fund; Compliance With Tax Certificate ................................ 24

ARTICLE V GENERAL COVENANTS AND REPRESENTATIONS .................................... 25

Section 5.01 Payment of Principal and Interest ...................................................... 25

Section 5.02 Performance of Covenants ................................................................. 25

Section 5.03 Representations and Warranties of the Agency; Power to Issue Bonds and Make Pledge and Assignment .......................................... 26

Section 5.04 Inspection of Project Books ............................................................... 26

Section 5.05 Damage, Destruction or Condemnation ............................................. 26

Section 5.06 Tax Covenants ................................................................................... 26

Section 5.07 Notification of Agency of Amount of Outstanding Bonds ................ 28

ARTICLE VI DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS .......................................................................................... 28

Section 6.01 Events of Default ............................................................................... 28

Section 6.02 Acceleration; Other Remedies Upon Event of Default ...................... 28

Section 6.03 Rights of Bondholders ....................................................................... 30

Section 6.04 Waiver by Agency ............................................................................. 30

Section 6.05 Application of Money After Default .................................................. 30


Section 6.07 Remedies Vested in Trustee............................................................... 31

Section 6.08 Remedies of Bondholders .................................................................. 31

Section 6.09 Termination of Proceedings ............................................................... 32

Section 6.10 Waivers of Events of Default ............................................................. 32

Section 6.11 Notice to Bondholders if Default Occurs........................................... 33

Section 6.12 No Interference or Impairment of Senior Obligations ....................... 33

ARTICLE VII CONCERNING THE TRUSTEE........................................................................ 34

Section 7.01 Standard of Care ................................................................................ 34

Section 7.02 Reliance Upon Documents ................................................................ 34

Section 7.03 Use of Proceeds.................................................................................. 37

Section 7.04 Trustee May Hold Bonds ................................................................... 37


Page

iii OHSUSA:765471458.4

Section 7.05 Trust Imposed .................................................................................... 37

Section 7.06 Compensation of Trustee ................................................................... 37

Section 7.07 Qualifications of Trustee.................................................................... 38

Section 7.08 Merger of Trustee .............................................................................. 39

Section 7.09 Resignation by the Trustee................................................................. 39

Section 7.10 Removal of the Trustee ...................................................................... 39

Section 7.11 Appointment of Successor Trustee .................................................... 40

Section 7.12 Concerning Any Successor Trustee ................................................... 40

Section 7.13 Successor Trustee as Trustee, Paying Agent and Bond Registrar ............................................................................................. 40

Section 7.14 Appointment of Co-Trustee or Separate Trustee ............................... 41

Section 7.15 Notice of Certain Events .................................................................... 42

Section 7.16 Additional Payments .......................................................................... 43

Section 7.17 Filing of Financing Statements .......................................................... 43

ARTICLE VIII SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS ............................................................................ 43

Section 8.01 Supplemental Indentures Not Requiring Consent of Bondholders ....................................................................................... 43

Section 8.02 Supplemental Indentures Requiring Consent of Bondholders ........... 44

Section 8.03 Amendments to Financing Agreement Not Requiring Consent of Bondholders ................................................................................... 45

Section 8.04 Amendments to Financing Agreement Requiring Consent of Bondholders ....................................................................................... 45


Section 8.06 Opinion of Bond Counsel Required ................................................... 46

ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE .................................. 46

Section 9.01 Discharge of Lien ............................................................................... 46

Section 9.02 Payment from H-B2 Trustee Upon Final Maturity ............................ 47

Section 9.03 Discharge of Liability on Bonds ........................................................ 47

Section 9.04 Payment of Bonds After Discharge of Indenture ............................... 48

Section 9.05 Deposit of Money or Securities With Trustee ................................... 48

ARTICLE X INTENTIONALLY OMITTED............................................................................. 48

ARTICLE XI MISCELLANEOUS ............................................................................................. 48


Page

iv OHSUSA:765471458.4

Section 11.01 Consents and Other Instruments of Bondholders .............................. 48


Section 11.03 Limitation of Rights ........................................................................... 49

Section 11.04 Severability ........................................................................................ 49

Section 11.05 Notices ............................................................................................... 49


Section 11.07 Trustee as Paying Agent and Bond Registrar .................................... 51

Section 11.08 Payments Due on Non-Business Days ............................................... 51

Section 11.09 Counterparts ....................................................................................... 52

Section 11.10 Choice of Law and Venue .................................................................. 52

Section 11.11 No Recourse ....................................................................................... 52

EXHIBIT A FORM OF BOND ................................................................................................. A-1

EXHIBIT B FORM OF INVESTOR LETTER ......................................................................... B-1

EXHIBIT C LOAN FUND REQUISITION.............................................................................. C-1

OHSUSA:765471458.4

INDENTURE OF TRUST

THIS INDENTURE OF TRUST is dated as of July 1, 2016, and is by and between CALIFORNIA HOUSING FINANCE AGENCY, as issuer (the “Agency”), a public instrumentality and political subdivision of the State of California (the “State”) created by the Zenovich-Moscone-Chacon Housing and Home Finance Act, consisting of Parts 1 through 4 of Division 31 of the California Health and Safety Code (the “Act”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized and existing under and by virtue of the laws of the United States of America, with a corporate trust office in Costa Mesa, California, and being qualified to accept and administer the trusts hereby created (together with any successor trustee hereunder and their respective successors and assigns, the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Agency is authorized by the Act to issue one or more series of its revenue bonds and loan the proceeds thereof to finance, among other things, the acquisition, rehabilitation, construction and development of multifamily rental housing for persons and families of low or moderate income; and

WHEREAS, pursuant to the Act and this Indenture, the Agency proposes to finance the acquisition, construction and development of an approximately 240-unit multifamily rental housing development to be located within the City of Oxnard, California to be known as Gateway Station Apartments (as more particularly described herein, the “Project”); and

WHEREAS, pursuant to and in accordance with the Act, the Agency has authorized and undertaken to issue revenue bonds to be designated California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1, in the original aggregate principal amount of $5,000,000 (the “Bonds”) pursuant to this Indenture in order to provide a portion of the funds necessary to finance the Project; and

WHEREAS, the Agency has duly entered into a Financing Agreement of even date herewith (the “Financing Agreement”) with Oxnard Pacific Associates II, a California Limited Partnership (the “Borrower”) and the Trustee specifying the terms and conditions under which it will issue the Bonds and use the proceeds of the sale thereof to make a mortgage loan in the principal amount of $5,000,000 (the “Loan”), to the Borrower for the financing of the Project, evidenced by a Note (the “Note”), endorsed by the Agency to the Trustee pursuant to this Indenture; and

WHEREAS, to secure the Borrower’s obligations under the Note, the Borrower will execute and deliver to the Agency a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of even date herewith (the “Mortgage”) with respect to the Project, which Mortgage will be assigned to the Trustee; and

WHEREAS, simultaneously with the issuance of the Bonds, the Agency is issuing its California Housing Finance Agency Multifamily Housing Revenue Note (Gateway Station Apartments) 2016 Issue H (the “Issue H Governmental Lender Note”) pursuant to that certain Funding Loan Agreement, dated as of the date hereof (the “Issue H Funding Loan Agreement”), between the Agency, as Governmental Lender thereunder, and MUFG Union Bank, N.A., as

2 OHSUSA:765471458.4

Funding Lender thereunder (the “Issue H Funding Lender”), the proceeds of which will be loaned to the Borrower pursuant to a Borrower Loan Agreement of even date herewith by and between the Agency and the Borrower; and

WHEREAS, simultaneously with the issuance of the Bonds, the Agency is issuing its Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B2 (the “H-B2 Bonds”) pursuant to an Indenture of Trust of even date herewith (the “H-B2 Indenture”) by and between the Agency and the Trustee, in its capacity as trustee for the H-B2 Bonds (the “H-B2 Trustee”), the proceeds of which will be loaned to the Borrower pursuant to a Financing Agreement of even date herewith (the “H-B2 Financing Agreement”) by and among the Agency, the Trustee and the Borrower; and

WHEREAS, as set forth more fully herein, the Bonds will be subordinate in right of payment and security to the Issue H Governmental Lender Note and senior in right of payment and security to the H-B2 Bonds; and

WHEREAS, to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest thereon, the Agency has authorized the execution and delivery of this Indenture; and

WHEREAS, the Agency has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Agency, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the Agency, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized; and

WHEREAS, the Trustee has trust powers and the power and authority to enter into this Indenture, to accept trusts generally and to accept and execute the trust created by this Indenture; the Trustee has accepted the trust so created and, to evidence such acceptance, has joined in the execution of this Indenture.

NOW, THEREFORE, the Agency, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, to secure the payment of the principal of, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Agency of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey, pledge and assign a security interest, unto the Trustee, and its successors in trust and its and their assigns in and to the following (said property being herein referred to as the “Trust Estate”), to wit:

GRANTING CLAUSE FIRST

All right, title and interest of the Agency in and to all Revenues.

3 OHSUSA:765471458.4

GRANTING CLAUSE SECOND

All right, title and interest of the Agency in and to the Financing Agreement, the Note and the Mortgage (other than the Unassigned Rights), including all extensions and renewals of the terms thereof, if any, including, but without limiting the generality of the foregoing, the present and continuing right to receive, receipt for, collect or make claim for any of the money, income, revenues, issues, profits and other amounts payable or receivable thereunder, whether payable under the above-referenced documents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Agency or any other Person is or may become entitled to do under said documents.

GRANTING CLAUSE THIRD

Except for funds, money or securities in the Rebate Fund, all funds, money and securities and any and all other rights and interests in property whether tangible or intangible from time to time hereafter by delivery or by writing of any kind, conveyed, mortgaged, pledged, assigned or transferred as and for additional security hereunder for the Bonds by the Agency or by anyone on its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof.

TO HAVE AND TO HOLD, all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever;

IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all Holders of the Bonds issued under and secured by this Indenture without privilege, priority or distinction as to lien or otherwise of any of the Bonds over any of the other Bonds, except as set forth in this Indenture;

PROVIDED, HOWEVER, that if the Agency or its successors or assigns shall pay or cause to be paid to the Holders of the Bonds the principal and interest, to become due thereon at the times and in the manner provided in Article IX hereof, and if the Agency shall keep, perform and observe, or cause to be kept, performed and observed, all of its covenants, warranties and agreements contained herein, then these presents and the estate and rights hereby granted shall, at the option of the Agency, cease, terminate and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Agency such instruments in writing as shall be requisite to satisfy the lien hereof, and, subject to the provisions of Sections 4.09 and 4.11 hereof and Article IX hereof, reconvey to the Agency the estate hereby conveyed, and assign and deliver to the Agency any property at the time subject to the lien of this Indenture which may then be in its possession, except for the Rebate Fund; otherwise this Indenture to be and remain in full force and effect and upon the trusts and subject to the covenants and conditions hereinafter set forth.

AND IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto, that the terms and provisions upon which the Bonds are to be issued, executed, authenticated, delivered and secured, and the trusts and conditions upon which the Trust Estate is to be held and disposed of, which said trusts and conditions the said Trustee hereby accepts and

4 OHSUSA:765471458.4

agrees to discharge, are as follows (except that in the performance of the agreements of the Agency herein contained, any obligation it may thereby incur for the payment of money shall not be a general obligation of the Agency nor a debt or pledge of the faith and credit of the Agency or the State, but shall be payable solely from the revenues and funds pledged for its payment in accordance with this Indenture):

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Terms used herein and not otherwise defined shall have the meaning provided in the Indenture. The terms used in this Indenture (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified below:

“Accredited Investor” shall mean an “accredited investor” as such term is defined in 17 C.F.R. §230.501.

Act” means the Zenovich-Moscone-Chacon Housing and Home Finance Act, consisting of Parts 1 through 4 of Division 31 of the California Health and Safety Code, as now in effect and as it may from time to time hereafter be amended and supplemented.

“Additional Payments” has the meaning set forth in Section 20 of the Regulatory Agreement.

“Authorized Amount” shall mean $5,000,000, the principal amount of Bonds authorized to be issued under this Indenture. The Bonds will be issued in full on the Closing Date in accordance with Section 2.01(b).

“Authorized Denomination” means $100,000, or any integral multiple of $0.01 in excess thereof, except that in each case one Bond of each series may be in a principal amount equal to the then Outstanding principal amount of the Bonds of such series.

“Authorized Officer” means (a) when used with respect to the Agency, a Designated Officer, (b) when used with respect to the Borrower, any general partner of the Borrower and such additional Person or Persons, if any, duly designated by the Borrower in writing to act on its behalf, and (c) when used with respect to the Trustee, any authorized signatory of the Trustee, or any Person who is authorized in writing to take the action in question on behalf of the Trustee.

“Approved Institutional Buyer” means a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended.

“Available Cash Flow” has the meaning set forth in the Note.

“Bond Counsel” means (i) on the Closing Date, the law firm or law firms delivering the approving opinion(s) with respect to the Bonds, or (ii) any other firm of attorneys selected by the Agency that is experienced in matters relating to the issuance of obligations by states and their

5 OHSUSA:765471458.4

political subdivisions that is listed as municipal bond attorneys in The Bond Buyer’s Municipal Marketplace.

“Bond Documents” means (i) this Indenture, (ii) the Financing Agreement, (iii) the Regulatory Agreement, (iv) the Tax Certificate (v) all other documents evidencing, securing, governing or otherwise pertaining to the Loan, and (vi) all amendments, modifications, renewals and substitutions of any of the foregoing.

“Bond Fund” means the Bond Fund established by the Trustee pursuant to Section 4.01 hereof.

“Bond Purchaser” shall mean CCRC Affordable Housing Partners LLC, a California limited liability company.

“Bond Rate” means the interest rate on the Bonds set forth in Section 2.01(c).

“Bond Register” means the books or other records maintained by the Bond Registrar setting forth the registered Holders from time to time of the Bonds.

“Bond Registrar” means the Trustee acting as such, and any other bond registrar appointed pursuant to this Indenture.

“Bond Resolution” means the resolution adopted by the Agency authorizing the issuance of the Bonds.

“Bond Year” means, with respect to an issue of Bonds, each one-year period that ends at the close of business on the day in the calendar year that is selected by Borrower as indicated in the Tax Certificate. The first and last Bond Years may be short periods. If no day is selected by Borrower before the earlier of the final maturity of an issue of Bonds or the date that is five years after the Closing Date of such issue of Bonds, each Bond Year ends on each anniversary of the Closing Date for such issue of Bonds and on the final maturity of such issue of Bonds.

“Bondholder” or “Holder” or “Owner” means any Person who shall be the registered owner of any Outstanding Bond or Bonds.

“Bondholder Representative” means any Person appointed to such position by written instrument signed by 100% of the Holders of the Outstanding Bonds. If there is no appointed Bondholder Representative, the Holder of a majority or plurality of the Outstanding Bonds shall be deemed to be the Bondholder Representative. The initial Bondholder Representative is CCRC Affordable Housing Partners LLC, a California limited liability company.

“Bonds” means the California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1 issued pursuant to the provisions of this Indenture.

“Borrower” means Oxnard Pacific Associates II, a California Limited Partnership, a limited partnership duly organized and existing under the laws of the State of California, or any of its permitted successors or assigns, as owner of the Project.

6 OHSUSA:765471458.4

“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the Federal Reserve Bank of New York is authorized or obligated by law or executive order to remain closed, (d) a day on which the Principal Office of the Bondholder Representative is closed, or (e) a day on which (i) banking institutions in the City of New York or in the city in which the Principal Office of the Trustee or the Bondholder Representative is located are authorized or obligated by law or executive order to be closed or (ii) the New York Stock Exchange is closed.

“Certificate of the Agency” and “Request of the Agency” mean, respectively, a written certificate or request signed in the name of the Agency by an Designated Officer of the Agency or such other Person as may be designated and authorized to sign for the Agency. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

“Closing Date” means July 29, 2016, the date of issuance of the Bonds.

“Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder.

“County” means the County of Ventura, California.

“Cost,” “Costs” or “Costs of the Project” means “Good Costs” as defined in the Tax Certificate.

“Designated Officer” means the Chief of Multifamily Lending, the Executive Director, the Chief Deputy Director or the Director of Financing of the Agency and such additional Person or Persons, if any, duly designated by the Agency in writing to act on its behalf.

“Electronic Notice” means delivery of notice in a Word format or a Portable Document Format (PDF) by electronic mail to the electronic mail addresses listed in Section 11.05 hereof; provided, that if a sender receives notice that the electronic mail is undeliverable, notice must be sent as otherwise required by Section 11.05 hereof.

“Event of Default” or “event of default” means any of those events specified in and defined by the applicable provisions of Article VI hereof to constitute an event of default.

“Extraordinary Services” means and includes, but not by way of limitation, services, actions and things carried out and all expenses incurred by the Trustee in respect of or to prevent default under this Indenture or the Loan Documents, including any reasonable attorneys’ or agents’ fees and expenses and other litigation costs that are entitled to reimbursement under the terms of the Financing Agreement, and other actions taken and carried out by the Trustee which are not expressly set forth in this Indenture or the Loan Documents.

“Financing Agreement” means the Financing Agreement dated as of the date hereof among the Borrower, the Agency and the Trustee, as such Financing Agreement may from time to time be amended or supplemented.

7 OHSUSA:765471458.4

“Government Obligations” means investments meeting the requirements of clauses (a) or (b) of the definition of “Qualified Investments” herein.

“H-B2 Bondholder Representative” means the “Bondholder Representative.”

“H-B2 Bonds” has the meaning given to that term in the Recitals to this Indenture.

“H-B2 Indenture” has the meaning given to that term in the Recitals to this Indenture.

“H-B2 Trustee” has the meaning given to that term in the Recitals to this Indenture.

“Indenture” means this Indenture of Trust, as the same may be amended, modified or supplemented from time to time.

“Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the date hereof, among the Trustee, the H-B2 Trustee, the Bondholder Representative, the H-B2 Bondholder Representative, the Issue H Funding Lender and the Borrower, as it may from time to time be supplemented, modified or amended by one or more amendments or other instruments supplemental thereto entered into pursuant to the applicable provisions thereof.

“Interest Payment Date” means February 1, May 1, August 1 and November 1 of each year, commencing on November 1, 2016.

“Investor Letter” has the meaning given such term in Section 2.07.

“Issue H Funding Lender” has the meaning given to that term in the Recitals to this Indenture.

“Issue H Funding Loan Agreement” has the meaning given to that term in the Recitals to this Indenture.

“Issue H Governmental Lender Note” has the meaning given to that term in the Recitals to this Indenture.

“Issue H Governmental Lender Note Documents” shall have the meaning given to the term “Funding Loan Documents” in the Issue H Funding Loan Agreement.

“Issue H Loan” shall have the meaning given to the term “Funding Loan” in the Issue H Funding Loan Agreement.

“Issue H Loan Documents” shall have the meaning collectively given to the term “Borrower Loan Documents” in the Issue H Funding Loan Agreement and shall include, without limitation, the Subordination Agreement.

“Issue H Mortgage” shall have the meaning given to the term “Security Instrument” in the Issue H Funding Loan Agreement.

“Loan” means the loan made by the Agency to the Borrower in the original principal amount of $5,000,000 pursuant to the Financing Agreement.

8 OHSUSA:765471458.4

“Loan Documents” means, collectively, the Financing Agreement, the Note, the Mortgage and all other documents securing the Loan.

“Mortgage” means the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof, together with all riders and addenda thereto, granting a second priority mortgage and security interest in the Project to the Agency to secure the repayment of the Loan which Mortgage has been assigned by the Agency to the Trustee as the same may be amended, supplemented or restated.

“Maturity Date” means July 31, 2061.

“Net Proceeds” when used with respect to any insurance proceeds or condemnation award with respect to the Project, shall mean the amount remaining after deducting from the gross proceeds thereof all expenses (including attorneys’ fees) incurred in the collection of such proceeds or award.

“Note” means the Note dated the Closing Date from the Borrower, including all riders and addenda thereto, evidencing the Borrower’s obligation to repay the Loan, as the same may be amended, supplemented or restated from time to time, which Note will be delivered to the Agency and endorsed by the Agency to the Trustee.

“Outstanding” when used with respect to the Bonds or “Bonds Outstanding” means, as of any date, all Bonds that have been duly authenticated and delivered by the Trustee under this Indenture, except:

(a) Bonds surrendered and replaced upon exchange or transfer, or cancelled because of payment or redemption, at or prior to such date;

(b) Bonds for the payment, redemption or purchase for cancellation of which sufficient money has been deposited prior to such date with the Trustee (whether upon or prior to the maturity, amortization or redemption date of any such Bonds), or which are deemed to have been paid and discharged pursuant to the provisions of Section 9.01 hereof; provided that if such Bonds are to be redeemed prior to the maturity thereof, other than by scheduled amortization, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and

(c) Bonds in lieu of which others have been authenticated (or payment, when due, of which is made without replacement) under Section 2.06 hereof.

“Paying Agent” means the Trustee, pursuant to Section 11.07 hereof, or any successor appointed pursuant to Section 7.13.

“Person” means an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, a trust, an unincorporated association, a limited liability company or a government or any agency or political subdivision thereof, or any other organization or entity (whether governmental or private).

9 OHSUSA:765471458.4

“Principal Office of the Trustee” means the office of the Trustee referenced in Section 11.05(a) hereof, or such other office or offices as the Trustee may designate in writing from time to time, or the office of any successor Trustee where it principally conducts its business of serving as trustee under indentures pursuant to which municipal or governmental obligations are issued.

“Project” means, collectively, the land and residential rental apartment units, and related fixtures, equipment, furnishings and site improvements known as Gateway Station Apartments located in Oxnard, California, including the real estate described in the Mortgage.

“Qualified Investments” means any of the following if and to the extent permitted by law: (a) direct and general obligations of the United States of America; (b) obligations of any agency or instrumentality of the United States of America the payment of the principal of and interest on which are unconditionally guaranteed by the full faith and credit of the United States of America; (c) senior debt obligations of Freddie Mac; (d) senior debt obligations of Fannie Mae; (e) demand deposits or time deposits with, or certificates of deposit issued by, the Trustee or its affiliates or any bank organized under the laws of the United States of America or any state or the District of Columbia which has combined capital, surplus and undivided profits of not less than $50,000,000; provided that the Trustee or such other institution has been rated at least “VMIG-1”/“A-2+” by Moody’s/S&P or which deposits or certificates are fully insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the requirements of the Office of the Comptroller of the Currency; (f) investment agreements with Freddie Mac or a bank or any insurance company or other financial institution which has a rating assigned by Moody’s/S&P to its outstanding long-term unsecured debt which is the highest rating (as defined below) for long-term unsecured debt obligations assigned by Moody’s/S&P, and which are approved by the Bondholder Representative; or (g) any other investments approved in writing by the Bondholder Representative. For purposes of this definition, the “highest rating” shall mean a rating of at least “VMIG-1”/“A-1+” for obligations with less than one year maturity; at least “Aaa”/“VMIG-1”/“AAA”/“A-1+” for obligations with a maturity of one year or greater but less than three years; and at least “Aaa”/“AAA” for obligations with a maturity of three years or greater. Qualified Investments must be limited to instruments that have a predetermined fixed-dollar amount of principal due at maturity that cannot vary or change and interest, if tied to an index, shall be tied to a single interest rate index plus a single fixed spread, if any, and move proportionately with such index.

“Rebate Analyst” means a certified public accountant, financial analyst or bond counsel, or any firm of the foregoing, or financial institution (which may include the Trustee) experienced in making the arbitrage and rebate calculations required pursuant to Section 148 of the Code, selected and retained by the Borrower at the expense of the Borrower, with the prior written consent of the Agency, to make the computations required under this Indenture and the Financing Agreement.

“Rebate Fund” means the Rebate Fund established by the Trustee pursuant to Section 4.01 hereof.

“Record Date” means the 15th day of the month preceding the month in which any Interest Payment Date falls.

10 OHSUSA:765471458.4

“Redemption Fund” means the Redemption Fund established by the Trustee pursuant to Section 4.01 hereof.

“Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants dated as of July 1, 2016 among the Agency, the Borrower and the Trustee with respect to the Project.

“Requisition” means, with respect to the Loan Fund, the requisition in the form of EXHIBIT C to this Indenture required to be submitted in connection with disbursements from the Loan Fund.

“Responsible Officer” means any officer of the Trustee employed within or otherwise having regular responsibility in connection with the corporate trust department of the Trustee and the trusts created hereunder.

“Revenue Fund” means the Revenue Fund established by the Trustee pursuant to Section 4.01 hereof.

“Revenues” means (a) all payments made from 80% of Available Cash Flow, with respect to the Loan pursuant to the Financing Agreement, the Note or the Mortgage, including all casualty or other insurance benefits and condemnation awards paid in connection therewith and (b) all money and securities held by the Trustee in the funds and accounts established pursuant to this Indenture (excluding money or securities in the Rebate Fund), together with all investment earnings thereon.

“Senior Obligations” means and includes, collectively, and without limitation, all debt service payments (including, but not limited to, interest and principal, whether at maturity or by mandatory sinking fund payments, redemption, acceleration or otherwise) on the Issue H Governmental Lender Note, the Issue H Loan, and all other payment obligations of the Borrower under the Issue H Governmental Lender Note Documents and the Issue H Loan Documents.

“Senior Transaction Documents” means the Issue H Governmental Lender Note Documents and the Issue H Loan Documents.

“State” means the State of California.

“Subordination Agreement” means, together, (a) the Subordination Agreement, dated as of the date hereof, by and among the Issue H Funding Lender, the Trustee, and the Borrower, and (b) the Subordination Agreement, dated as of the date hereof, by and among the H-B2 Trustee, the Trustee and the Borrower, as the same may be amended, modified or supplemented from time to time.

“Tax Certificate” shall mean the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Agency and the Borrower.

“Trustee” means Wilmington Trust, National Association and its successors in trust hereunder.

11 OHSUSA:765471458.4

“Trust Estate” shall have the meaning given to that term in the Granting Clauses.

“Unassigned Rights” means all of the rights of the Agency and its directors, officers, commissioners, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified, to be paid its fees and expenses, to give or withhold consent to amendments, changes, modifications and alterations, to receive notices and the right to enforce such rights.

Section 1.02 Interpretation. The words “hereof,” “herein,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect from time to time. References to Articles, Sections, and other subdivisions of this Indenture are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The headings of this Indenture are for convenience only and shall not define or limit the provisions hereof.

ARTICLE II

THE BONDS

Section 2.01 The Bonds.

(a) The Bonds are hereby authorized to be issued hereunder as revenue bonds of the Agency. The Bonds are hereby authorized to be re-designated “California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1” in the aggregate principal amount of $5,000,000. The Bonds shall be fully registered as to principal and interest, without coupons, and shall be numbered by series, if any, in the manner and with any additional designation as the Trustee, as Bond Registrar, deems necessary for the purpose of identification. All of the Bonds are equally and ratably secured. Bonds issued on the Closing Date shall be dated such date; Bonds issued after the Closing Date shall be dated the date they are authenticated by the Trustee. The Bonds shall be due and payable in full on the Maturity Date.

(b) The total principal amount of the Bonds that may be issued hereunder is hereby expressly limited to the Authorized Amount, provided that the amount of Bonds Outstanding at any time shall include only those Bonds for which the purchase price has been advanced from time to time by the Bond Purchaser. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The Bonds shall be issued in full on the Closing Date, as provided herein.

(c) Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds shall be payable on each Interest Payment Date, in each case from the Interest Payment Date next preceding the date of authentication thereof to which interest has been paid or duly provided for, unless the date of authentication is an Interest

12 OHSUSA:765471458.4

Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication of the Bond, or unless no interest has been paid or duly provided for on the Bonds, in which case from the Closing Date, until payment of the principal of the Bond has been made or duly provided for. Notwithstanding the foregoing, if a Bond is authenticated after a Record Date and before the following Interest Payment Date, such Bond shall bear interest from such Interest Payment Date; provided, however, that if there shall be a default in the payment of interest due on such Interest Payment Date, then the Bonds shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Bonds, from the Closing Date.

(d) The Bonds shall be issued in Authorized Denominations and shall bear interest payable on each Interest Payment Date at the rate of 8.0% per annum, compounded annually, for the first 24 months following the Closing Date, and at the rate of 5.0% per annum, compounded annually thereafter (the “Bond Rate”). Payment of the principal of and interest on the Bonds shall be payable on each Interest Payment Date, as to principal and interest, solely from available Revenues received by the Trustee pursuant to the provisions of the Note and the Financing Agreement; provided, however, such payments shall be first applied to the payment of the interest on the Bonds due and payable on such Interest Payment Date. Unpaid principal of and interest on the Bonds, and other overdue amounts under this Indenture, shall accrue interest at the Bond Rate.

(e) The Person in whose name any Bond is registered on the Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Agency shall default in the payment of the interest due on any Interest Payment Date, such defaulted interest shall be paid as provided in the next paragraph.

(f) No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Bonds that may be issued hereunder, or in substitution for other Bonds pursuant to Section 2.06 hereof, is expressly limited to $5,000,000.

Notwithstanding anything herein to the contrary, the aggregate purchase price of the Bonds funded by the Owners may not exceed the Authorized Amount.

Section 2.02 Limited Obligations. The Bonds are limited obligations of the Agency, payable solely from the Revenues and other funds and moneys pledged and assigned hereunder. Neither the Agency, the State, nor any political subdivision thereof (except the Agency, to the limited extent set forth herein), nor any public agency shall in any event be liable for the payment of the principal of, premium (if any) or interest on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever except as set forth herein, and none of the Bonds or any of the Agency’s agreements or obligations shall be construed to constitute an indebtedness of or a pledge of the faith and credit of or a loan of the credit of or a moral

13 OHSUSA:765471458.4

obligation of any of the foregoing within the meaning of any constitutional or statutory provision whatsoever. The Agency has no taxing power.

The Agency shall not be liable for payment of the principal of, redemption price or interest on the Bonds or any other costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Indenture, the Bonds or any other documents, except only to the extent amounts are received for the payment thereof from the Borrower under the Financing Agreement.

No officer, agent, employee or attorney of the Agency, including any person executing the Indenture or the Bonds, shall be liable personally on the Bonds or for any reason relating to the issuance of the Bonds. No recourse shall be had for the payment of the principal of or the interest on the Bonds, or for any claim based on the Bonds, or otherwise in respect of the Bonds, or based on or in respect of the Indenture or any supplemental Indenture, against any officer, employee or agent, as such, of the Agency or any successor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, and as part of the consideration for the issuance of the Bonds, expressly waived and released.

No agreements or provisions contained in this Indenture nor any agreement, covenant or undertaking by the Agency contained in any document executed by the Agency in connection with the Project, or the issuance, sale and delivery of the Bonds shall give rise to any pecuniary liability of the Agency or a charge against the general credit of the Agency, or shall obligate the Agency financially in any way except as may be payable from the repayments by the Borrower under the Financing Agreement and the proceeds of the Bonds and other amounts pledged hereunder. No failure of the Agency to comply with any term, condition, covenant or agreement herein or in any document executed by the Agency in connection with the issuance and sale of the Bonds shall subject the Agency to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from the repayments by the Borrower under the Financing Agreement or proceeds of the Bonds and other amounts pledged hereunder. Nothing herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against the Agency for any failure to comply with any term, condition, covenant or agreement herein, provided that no costs, expenses or other monetary relief shall be recoverable from the Agency except as may be payable from the repayments by the Borrower or the proceeds of the Bonds and other amounts pledged hereunder.

No recourse shall be had for the payment of the principal of, or interest on any Bond or for any claim based thereon or upon any obligation, covenant or agreement in this Indenture contained, against, the Agency, any past, present or future member of its governing body, its officers, attorneys, accountants, financial advisors, agents or staff or the officers, attorneys, accountants, financial advisors, agents or staff of any successor public entity, as such, either directly or through the Agency or any successor public entity, under any rule of law or penalty or otherwise, and all such liability of the Agency, any member of its governing body and its officers, attorneys, accountants, financial advisors, agents and staff is hereby, and by the acceptance of the Bonds, expressly waived and released as a condition of, and in consideration for, the execution of this Indenture and the issuance of the Bonds.

14 OHSUSA:765471458.4

It is recognized that notwithstanding any other provision of this Indenture, neither the Borrower, the Trustee nor any Bondholder shall look to the Agency for damages suffered by the Borrower, the Trustee or such Bondholder as a result of the failure of the Agency to perform any covenant, undertaking or obligation under this Indenture, the Financing Agreement, the Bonds or any of the other documents referred to herein, or as a result of the incorrectness of any representation made by the Agency in any of such documents, nor for any other reason. Although this Indenture recognizes that such documents shall not give rise to any pecuniary liability of the Agency, nothing contained in this Indenture shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Agency) in any court or before any governmental body, agency or instrumentality or otherwise against the Agency or any of its officers or employees to enforce the provisions of any of such documents which the Agency is obligated to perform and the performance of which the Agency has not assigned to the Trustee or any other person; provided, however, that as a condition precedent to the Agency proceeding pursuant to this Section 2.02, the Agency shall have received satisfactory indemnification.

Anything in this Indenture to the contrary notwithstanding, it is expressly understood and agreed by the parties hereto that (i) the Agency may rely conclusively on the truth and accuracy of any certificate, opinion, notice, or other instrument furnished to the Agency by the Trustee or the Borrower as to the existence of any fact or state of affairs required hereunder to be noticed by the Agency; (ii) the Agency shall not be under any obligation hereunder to perform any record keeping or to provide any legal services; and (iii) none of the provisions of this Indenture shall require the Agency to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder, unless it shall first have been adequately indemnified to its satisfaction against the cost, expenses, and liability which may be incurred thereby.

Section 2.03 Indenture Constitutes Contract. In consideration of the purchase and acceptance of the Bonds issued hereunder by those who shall hold them from time to time, the provisions of this Indenture shall be part of the contract of the Agency with the Holders of the Bonds and shall be deemed to be a contract between the Agency and the Holders of the Bonds from time to time.

Section 2.04 Form and Execution. The Bonds shall be in substantially the form attached as Exhibit A, with necessary and appropriate variations, omissions and insertions as are customary, permitted or required by this Indenture. The Bonds shall be executed on behalf of the Agency by the manual or facsimile signature of its Executive Director, and its seal to be reproduced thereon and attested by the manual or facsimile signature of the Secretary of its Board of Directors. Any facsimile signatures shall have the same force and effect as if said officers had manually signed the Bonds. Any reproduction of the official seal of the Agency on the Bonds shall have the same force and effect as if the official seal of the Agency had been impressed on the Bonds.

In case any officer of the Agency whose manual or facsimile signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery, and also any Bond may bear the facsimile signatures of, or may

15 OHSUSA:765471458.4

be signed by, such Persons as at the actual time of the execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond such Persons may not have been such officers.

Section 2.05 Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless a certificate of authentication on such Bond, substantially in the form set forth in Exhibit A, shall have been duly executed by an Authorized Officer of the Trustee; and such executed certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been duly executed, registered, authenticated and delivered under this Indenture. It shall not be necessary that the same Person sign the certificate of authentication on all of the Bonds.

Section 2.06 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, the Agency shall execute and the Trustee shall authenticate a new Bond of like denomination, interest rate, series, maturity and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitution for such lost, stolen or destroyed Bond, upon payment by the Owner thereof of any applicable tax or governmental charge and the reasonable expenses and charges of the Agency and the Trustee in connection therewith, and in the case of a Bond lost, stolen or destroyed, the filing with the Trustee of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and furnishing the Agency and the Trustee with indemnity satisfactory to each of them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond or Bonds the Agency may pay the same without surrender thereof.

Section 2.07 Transfer and Exchange of Bonds; Persons Treated as Owners; Restrictions on Transfer. The Trustee as Bond Registrar shall cause a Bond Register to be kept for the registration of transfers of Bonds. Any Bond may be transferred only upon an assignment duly executed by the registered Owner or such registered Owner’s duly authorized representative in such form as shall be satisfactory to the Bond Registrar and upon surrender of such Bond to the Trustee for cancellation. Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall execute and the Trustee shall authenticate and deliver to the transferee a replacement fully registered Bond or Bonds, of Authorized Denomination or Denominations and for the amount of such Bond or Bonds so surrendered.

Any Bond may, in accordance with its terms, be exchanged, at the office of the Trustee, for a new fully registered Bond or Bonds, of the same maturity, of any Authorized Denomination or Denominations and for the aggregate amount of such Bond then Outstanding.

In all cases in which Bonds shall be transferred or exchanged hereunder, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Borrower.

The Person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered Owner

16 OHSUSA:765471458.4

thereof, or such registered Owner’s legal representative, and neither the Agency nor the Trustee shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums to be paid.

Neither the Agency nor the Trustee shall be required to make any such exchange, registration or transfer of Bonds during the period of fifteen (15) days immediately preceding an Interest Payment Date or, in the case of any proposed redemption of Bonds, during the period of fifteen (15) days immediately preceding the selection of Bonds for such redemption and after the giving of notice of redemption, the Trustee is not required to transfer or exchange any Bond or portion thereof which has been called for redemption.

Restrictions on Transfer. The following shall apply to all sales and transfers of the Bonds after the applicable initial sale and delivery of the Bonds:

(a) The Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance by the Agency;

(b) The Bonds shall be sold in Authorized Denominations;

(c) The Bonds shall only be sold and subsequently transferred to Approved Institutional Buyers and Accredited Investors delivering an Investor Letter in the form attached as Exhibit B hereto; and

(d) The Trustee shall not authenticate or register a Bond unless it has received a certificate from the Agency stating that the conditions of this Section 2.07 have been satisfied and there shall have been delivered to the Trustee an Investor Letter executed by the transferee of the Bonds;

Section 2.08 Temporary Bonds. Until definitive Bonds are ready for delivery, there may be executed, and upon the request of the Agency the Trustee shall authenticate and deliver, in lieu of definitive Bonds temporary printed, typewritten, engraved or lithographed Bonds, in such denomination or denominations as shall be determined by the Agency, in fully registered form, in substantially the form hereinabove set forth and with such appropriate omissions, insertions and variations as may be required.

If temporary Bonds shall be issued, the Agency shall cause the definitive Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it, at the Principal Office of the Trustee, of any temporary Bond shall cancel the same and authenticate and deliver in exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds, as the case may be, of an equal aggregate principal amount, of the same maturities and bearing interest at the same rates as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued and authenticated hereunder. Interest on temporary Bonds, when due and payable, if the definitive Bonds shall not be ready for exchange, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon by the Trustee.

17 OHSUSA:765471458.4

Section 2.09 Delivery of Bonds. Upon the execution and delivery of this Indenture, the Agency shall execute and deliver to the Trustee, and the Trustee shall authenticate the Bonds and deliver them to or upon the order of the Agency upon receipt by the Trustee of the following:

(a) executed counterparts of this Indenture, the Financing Agreement, the Regulatory Agreement, and the Tax Certificate;

(b) an opinion of Bond Counsel to the effect that the Bonds are valid and binding special obligations of the Agency;

(c) proceeds of the Bonds, together with accrued interest thereon, if any;

(d) the Note;

(e) a copy of the Mortgage;

(f) an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the agreements described herein to which it is a party, that its execution and delivery of and performance of its covenants in such agreements do not contravene law or any provision of any other agreement to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower, and are legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their respective terms;

(g) an opinion of Bond Counsel to the effect that the interest on the Bonds, under laws in effect on the date of such opinion, is excluded from gross income for federal income tax purposes and, where applicable, for State income tax purposes;

(h) a certified copy of the Bond Resolution;

(i) the written request and authorization to the Trustee by the Agency to authenticate and deliver the Bonds in accordance with the provisions of this Indenture;

(j) The required deposits in the amounts set forth in Section 2.10(b); and

(k) An executed Investor Letter from the Bond Purchaser.

Section 2.10 Establishment of Loan Fund; Application of Bond Proceeds and Other Money; Assignment of Loan to Trustee.

(a) The Trustee shall establish, maintain and hold in trust and there is hereby established with the Trustee a Loan Fund.

No amount shall be charged against the Loan Fund except as expressly provided in this Section 2.10 and Section 4.02.

18 OHSUSA:765471458.4

(b) On the Closing Date, $5,000,000 of proceeds of the Bonds shall be deposited into the Loan Fund, whereupon, the Trustee will wire $55,000 of proceeds of the Bonds to the Commonwealth Land Title Company.

(c) Upon the deposit of money to the credit of the Loan Fund, the Agency shall originate the Loan pursuant to the Financing Agreement and the Trustee shall make disbursements of amounts in the Loan Fund to the Borrower or otherwise as provided in Section 4.02.

Section 2.11 Subordination. This Indenture, the Financing Agreement and the other Loan Documents are and at all times shall be subject and subordinate in all respects to the terms, provisions, conditions, covenants, liens and security interests of the Senior Transaction Documents. Correspondingly, payment of the indebtedness evidenced by the Bonds is and shall be subject and subordinate in all respects to the prior payment in full of all amounts due and payable in respect of the Senior Obligations and otherwise under the Senior Transaction Documents. Accordingly, the Agency and the Trustee, and the Owners by their acceptance of the Bonds, expressly subject and subordinate all of their right, title and interest in and to the Bonds in all respects to (i) the payment in full of the Senior Obligations, (ii) the lien of the Issue H Mortgage, and (iii) the payment in full of all amounts owed to the under the Senior Transaction Documents. In addition, notwithstanding anything contained in this Indenture, the Financing Agreement, or the other Loan Documents to the contrary, the Agency and the Trustee agree, and the Owners by their acceptance of the Bonds agree, without limiting any provision of the Subordination Agreement, that:

(a) the sole source of funds available to the Agency for the purpose of paying the principal of, and interest on, the Bonds, including scheduled sinking fund payments, if any, shall be the Revenues;

(b) the Note is payable solely from, and only to the extent of, the Revenues;

(c) payments of the principal of, and interest on, the Note shall be made only after all currently due and owing and past due Senior Obligations have been paid in full;

(d) the sole security for the Loan and the Note shall be the Mortgage, which shall be wholly subordinate to the Issue H Mortgage encumbering the same Project;

(e) the obligation of the Borrower to repay the Loan is and shall be subject and subordinate in all respects to the obligations of the Borrower to pay all amounts due in respect of the Senior Obligations, whether under the Senior Transaction Documents or otherwise; and

(f) unpaid principal and interest on the Bonds resulting from insufficient Revenues may accrue and may be payable after such accrual, provided that such principal and interest shall be payable solely from, and only to the extent of, Revenues, provided further that payment of such principal and interest is and shall remain subject and subordinate to the Senior Obligations; and

The Trustee shall not, after the Trustee receives a notice of an Event of Default under (and as defined in) any Senior Transaction Document or otherwise acquires knowledge of an

19 OHSUSA:765471458.4

Event of Default or potential default under (and as defined in) any Senior Transaction Document, make any payments in respect of the Bonds unless and until such Event of Default or potential default has been cured or waived by the Issue H Funding Lender.

The parties to this Indenture acknowledge that the terms of this Indenture are in all respects subject to the Senior Obligations and the Senior Transaction Documents.

ARTICLE III

REDEMPTION OF BONDS PRIOR TO MATURITY

Section 3.01 Redemption of Bonds Prior to Maturity. The Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows:

(a) The Bonds shall be subject to mandatory redemption in whole or in part, on the next Interest Payment Date for which notice of redemption can timely be given, at a redemption price equal to the principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon prepayment of the Loan in whole or in part following a casualty to or condemnation of the Project; such mandatory redemption shall be in an amount as nearly equal as possible to, but not exceeding, the amount of any Net Proceeds of insurance or condemnation awards not used to repair or replace the Project.

(b) The Bonds shall be subject to mandatory redemption in whole on the next date for which notice of redemption can timely be given at a redemption price equal to the principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption upon acceleration of the Loan in whole following an Event of Default under Article VII of the Financing Agreement.

(c) Except as otherwise provided in this Article III, the Bonds are subject to optional or mandatory redemption in whole or in part on any Business Day for which notice of redemption can timely be given, in the event and to the extent that the Loan is prepaid pursuant to the Note as set forth in Section 4.4 of the Financing Agreement, at a redemption price equal to the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption.

Section 3.02 Selection of Bonds for Redemption.

(a) Bonds shall be redeemed pursuant to this Article III only in Authorized Denominations.

Section 3.03 Notice of Redemption. Notice of the intended redemption of each Bond shall be given by the Trustee by first class mail, postage prepaid, or by facsimile transmission, to the registered Owner at the address of such Owner shown on the Bond Register. All such redemption notices shall be given not less than ten (10) days prior to the date fixed for redemption. The Trustee may provide a conditional notice of redemption.

20 OHSUSA:765471458.4

Notices of redemption shall state the redemption date and the redemption price, the place or places where amounts due upon such redemption will be payable, and, if less than all of the then Outstanding Bonds are called for redemption, shall state (i) that all of the Bonds of one or more maturities have been called for redemption and the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed, or that all Bonds between two stated certificate numbers, inclusive, are to be redeemed; (ii) the Maturity Date of each Bond being redeemed; (iii) the conditions, if any, which must be satisfied in order for the redemption to take place on the scheduled date of redemption, and (iv) any other descriptive information needed to identify accurately the Bonds being redeemed.

Failure to give notice by mailing to the registered Owner of any Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Bond if notice of such redemption shall have been mailed as herein provided.

Section 3.04 Effect of Notice of Redemption. If a conditional notice of redemption has been provided pursuant to the terms of this Indenture and the conditions are not satisfied, such notice of redemption shall be of no force and effect and the Bondholders shall be restored to their former positions as though no such notice of redemption had been delivered. Notice of redemption having been given in the manner provided in this Article III and if either there were no conditions to such redemption or the conditions have been satisfied (or in the event no such notice is required under Section 3.03), and money for the redemption being held by the Trustee for that purpose, thereupon the Bonds so called for redemption shall become due and payable on the redemption date, and interest thereon shall cease to accrue on such date; and such Bonds shall thereafter no longer be entitled to any security or benefit under this Indenture except to receive payment of the redemption price thereof.

ARTICLE IV

REVENUES AND FUNDS

Section 4.01 Pledge of Revenues and Assets; Establishment of Funds. The pledge and assignment of and the security interest granted in the Trust Estate pursuant to the Granting Clauses hereof shall attach, be perfected and be valid and binding from and after the time of the delivery of the Bonds by the Trustee or by any Person authorized by the Trustee to deliver the Bonds. The Trust Estate so pledged and then or thereafter received by the Trustee shall immediately be subject to the lien of such pledge and security interest without any physical delivery thereof or further act, and the lien of such pledge and security interest shall be valid and binding and prior to the claims of any and all parties having claims of any kind in tort, contract or otherwise against the Agency irrespective of whether such parties have notice thereof.

In addition to the Loan Fund established pursuant to Section 2.10 hereof, the Trustee shall establish, maintain and hold in trust the following funds and accounts, each of which is hereby established and each of which shall be disbursed and applied only as herein authorized:

(a) Revenue Fund;

21 OHSUSA:765471458.4

(b) Bond Fund;

(c) Redemption Fund; and

(d) Rebate Fund.

The funds and accounts established pursuant to this Section 4.01 shall be maintained in the corporate trust department of the Trustee as segregated trust accounts, separate and identifiable from all other funds held by the Trustee. The funds and accounts established hereunder shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of (i) the Holders of the Bonds, respecting the Revenue Fund, the Bond Fund and the Redemption Fund, and (ii) the Borrower, respecting the Rebate Fund. The Trustee shall, at the written direction of an Authorized Officer of the Agency, and may, in its discretion, establish such additional accounts within any Fund, and subaccounts within any of the accounts, as the Agency or the Trustee may deem necessary or useful for the purpose of identifying more precisely the sources of payments into and disbursements from that Fund and its accounts, or for the purpose of complying with the requirements of the Code relating to arbitrage, but the establishment of any such account or subaccount shall not alter or modify any of the requirements of this Indenture with respect to a deposit or use of money in the funds established hereunder, or result in commingling of funds not permitted hereunder.

Section 4.02 Loan Fund.

(a) Any provision in this Indenture to the contrary notwithstanding, except for the initial disbursement from the Loan Fund on the Closing Date in the amount of $55,000, which shall be transferred to Commonwealth Land Title Company in accordance with the closing memorandum (a copy of which shall be included in the final transcript of the transaction) without need for a Requisition therefor, the Trustee shall not disburse any moneys from the Loan Fund unless it has received a Requisition in the form attached hereto as Exhibit C executed by an Authorized Officer of the Borrower and countersigned by an authorized officer of the Issue H Funding Lender, provided that only an authorized officer of the Issue H Funding Lender shall be required to sign on a Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Issue H Loan Documents (notice of which default has been given in writing by an authorized officer of the Issue H Funding Lender to the Trustee and the Agency, and the Trustee shall be entitled to conclusively rely on any such written notice as to the occurrence and continuation of such a default). Amounts on deposit in the Loan Fund shall be invested as provided in Section 4.08. All Investment Income earned on amounts on deposit in the Loan Fund shall be retained in and credited to and become a part of the amounts on deposit in the Loan Fund. On December 31, 2019, or, if at such time funds remain on deposit therein, upon the disbursement of all such amounts remaining in the Loan Fund, the Trustee shall close the Loan Fund.

Section 4.03 Application of Revenues.

(a) All Revenues shall be deposited by the Trustee, promptly upon receipt thereof, to the Revenue Fund, except (i) the proceeds of the Bonds received by the Trustee on the Closing Date, which shall be applied in accordance with the provisions of Section 2.10 hereof; (ii) as

22 OHSUSA:765471458.4

otherwise specifically provided in subsection (c) of this Section 4.03 with respect to certain deposits into the Redemption Fund; (iii) with respect to investment earnings to the extent required under the terms hereof to be retained in the funds and accounts to which they are attributable; and (iv) with respect to amounts required to be transferred between funds and accounts as provided in this Article IV.

(b) On each Interest Payment Date or any other date on which payment of principal of or interest on the Bonds becomes due and payable, the Trustee, Revenues available for such purpose, shall credit the following amounts to the following funds, but in the order and within the limitations hereinafter indicated with respect thereto, as follows:

FIRST: to the Bond Fund, an amount equal to the principal of and interest due on the Bonds on such date; and

SECOND: to the Redemption Fund, an amount equal to the principal amount due and payable on the Bonds with respect to the maturity of any Bond on such date; and

(c) Promptly upon receipt, the Trustee shall deposit directly to the Redemption Fund (i) Net Proceeds representing casualty insurance proceeds or condemnation awards paid as a prepayment of the Loan, after reimbursement of any and all amounts owed to the Bondholder Representative and (ii) amounts paid to the Trustee to be applied to the redemption of all or a portion of the Bonds pursuant to Article III hereof.

(d) Should the amount in the Bond Fund be insufficient to pay the amount due on the Bonds on any given Interest Payment Date or other payment date, the Trustee shall credit to the Bond Fund the amount of such deficiency by charging the following funds and accounts in the following order of priority: (1) the Revenue Fund; and (2) the Redemption Fund, except no such charge to the Redemption Fund shall be made from money to be used to effect a redemption for which notice of redemption has been provided for or from money which are held for payment of Bonds which are no longer Outstanding hereunder.

(e) At the direction of the Bondholder Representative, subject to the terms of the Subordination Agreement, Net Proceeds representing casualty insurance proceeds or condemnation awards may be deposited in a separate subaccount of the Loan Fund and used to repair or replace the Project.

Section 4.04 Application of Bond Fund. The Trustee shall charge the Bond Fund, on each Interest Payment Date, an amount equal to the unpaid interest and principal due on the Bonds on such Interest Payment Date, and shall cause the same to be applied FIRST to the payment of such interest and SECOND to the payment of such principal when due. Income realized from the investment or deposit of money in the Bond Fund shall be deposited by the Trustee upon receipt thereof in the Revenue Fund. No amount shall be charged against the Bond Fund except as expressly provided in this Article IV and in Section 6.05.

Section 4.05 Application of Redemption Fund. Any money credited to the Redemption Fund shall be applied as set forth in Article IV hereof. On or before each Interest Payment Date, the income realized from the investment of money in the Redemption Fund shall

23 OHSUSA:765471458.4

be credited by the Trustee to the Revenue Fund. No amount shall be charged against the Redemption Fund except as expressly provided in this Article IV and in Section 6.05.

Section 4.06 Damage, Destruction or Condemnation. Subject to the provisions of the Subordination Agreement, Net Proceeds resulting from casualty to or condemnation of the Project shall be applied as set forth in the Mortgage and, to the extent consistent therewith, Section 3.01(a) hereof.

Section 4.07 Reserved.

Section 4.08 Investment of Funds. The money held by the Trustee shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Trustee, at the written direction of the Borrower in Qualified Investments (or, in the case of the Rebate Fund, at the written instruction of Bond Counsel pursuant to Section 5.05(b)). The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Trustee shall be entitled to assume, absent receipt by the Trustee of written notice to the contrary, that any investment which at the time of purchase in a Qualified Investment remains a Qualified Investment thereafter.

Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Trustee shall not be liable or responsible for any loss resulting from any investment made in accordance herewith.

The Agency acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Agency the right to receive brokerage confirmations of the security transactions as they occur. To the extent permitted by law, the Agency specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur.

Section 4.09 Money Held for Particular Bonds; Funds Held in Trust. The amounts held by the Trustee for the payment of the interest, principal or redemption price due on any date with respect to particular Bonds pending such payment, shall be set aside and held in trust by it for the Holders of the Bonds entitled thereto, and for the purposes hereof such interest, principal or redemption price, after the due date thereof, shall no longer be considered to be unpaid.

24 OHSUSA:765471458.4

All money held by the Trustee for such purpose at any time pursuant to the terms of this Indenture shall be and hereby are assigned, transferred and set over unto the Trustee in trust for the purposes and under the terms and conditions of this Indenture.

Section 4.10 Accounting Records. The Trustee shall maintain accurate books and records for all funds and accounts established hereunder and provide monthly statements (or other electronic access as agreed to by the parties) of such funds and accounts to the Agency and the Borrower upon request.

Section 4.11 Amounts Remaining in Funds. After full payment of the Bonds (or provision for payment thereof having been made in accordance with Section 9.01 hereof) and full payment of the fees, charges and expenses of the Agency and the Trustee and other amounts required to be paid hereunder other than the Rebate Fund or under any Loan Document, any amounts remaining in any fund or account hereunder shall be paid to the Borrower.


Section 4.13 Rebate Fund; Compliance With Tax Certificate.

(a) The Rebate Fund shall be held and applied as provided in this Section 4.13. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment, to the extent required under the Code and as calculated by the Rebate Analyst, for payment to the United States Government. None of the Agency, the Borrower or the Owners shall have any rights in or claim to such moneys. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and by the Tax Certificate.

(b) The Trustee shall make information regarding the Bonds and the investments hereunder available to the Borrower promptly upon written request, shall make deposits to and disbursements from the Rebate Fund in accordance with the directions received from the Authorized Officer of the Borrower, shall invest moneys in the Rebate Fund pursuant to said directions and shall deposit income from such investments pursuant to said directions, and shall make payments to the United States of America in accordance with written directions received from the Borrower.

(c) Notwithstanding any provision of this Indenture to the contrary, the Trustee shall not be liable or responsible for any calculation or determination which may be required in connection with or for the purpose of complying with Section 148 of the Code or any applicable Treasury regulation (the “Arbitrage Rules”), including, without limitation, the calculation of amounts required to be paid to the United States under the provisions of the Arbitrage Rules and the fair market value of any investment made hereunder, it being understood and agreed that the sole obligation of the Trustee with respect to investments of funds hereunder shall be to invest the moneys received by the Trustee pursuant to the written instructions of the Borrower. The Trustee shall have no responsibility for determining whether or not the investments made pursuant to the direction of the Borrower or any of the instructions received by the Trustee under this Section comply with the requirements of the Arbitrage Rules and shall have no responsibility for monitoring the obligations of the Borrower or the Agency for compliance with the provisions of the Indenture with respect to the Arbitrage Rules.

25 OHSUSA:765471458.4

(d) Notwithstanding any provision of this Indenture to the contrary, the obligation to remit payment of the rebate amount to the United States and to comply with all other requirements of this Section 4.13 shall survive the defeasance or payment in full of the Bonds.

(e) Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any Rebate Requirement, or provision made therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Borrower.

(f) The Trustee shall obtain and keep such records of the computations made pursuant to this Section 4.13 as are required under Section 148(f) of the Code. The Trustee shall keep and make available to the Borrower such records concerning the investments of the gross proceeds of the Bonds and the investments of earnings from those investments as may be requested by the Borrower in order to enable the Borrower to cause the Rebate Analyst to make the aforesaid computations as are required under Section 148(f) of the Code.

(g) Notwithstanding the foregoing, the computations and payments of rebate amounts referred to in this Section 4.13 need not be made if there shall have been delivered to the Trustee, the Agency and the Bondholder Representative an opinion of Bond Counsel to the effect that such withdrawal and payment are not necessary in order to establish or maintain the exclusion from gross income of Owners (other than an Owner who is a “substantial user” of the Project or a “related person” to a “substantial user,” as defined in Section 147(a) of the Code) of interest on the Bonds. In the event Bond Counsel so opines, the moneys on deposit in the Rebate Fund shall be applied to such purpose as the Borrower shall direct, provided that the Borrower shall deliver to the Agency, the Trustee and the Bondholder Representative an opinion of Bond Counsel to the effect that such application will not adversely affect the exclusion from gross income of Owners (other than an Owner who is a “substantial user” of the Project or a “related person” to a “substantial user,” as defined in Section 147(a) of the Code) of interest on the Bonds for purposes of federal income taxation.

ARTICLE V

GENERAL COVENANTS AND REPRESENTATIONS

Section 5.01 Payment of Principal and Interest. The Agency covenants that it will promptly pay or cause to be paid, but only from the sources identified herein, sufficient amounts to provide for the payment of the principal of, and interest on the Bonds at the place, on the dates and in the manner provided herein and in the Bonds, according to the true intent and meaning thereof.

Section 5.02 Performance of Covenants. The Agency covenants that it will faithfully perform at all times any and all of its covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings pertaining thereto.

26 OHSUSA:765471458.4

Section 5.03 Representations and Warranties of the Agency; Power to Issue Bonds and Make Pledge and Assignment. The Agency hereby represents and warrants as follows:

(a) The Agency is a public instrumentality and political subdivision of the State of California.

(b) The Agency has all necessary power and authority to issue the Bonds and to execute and deliver this Indenture, the Financing Agreement and the Regulatory Agreement, and to perform its duties and discharge its obligations hereunder and thereunder.

(c) The Indenture, Financing Agreement and Regulatory Agreement have been validly authorized, executed and delivered by the Agency, and assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding obligations of the Agency, enforceable against the Agency in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and the application of equitable principles.

Section 5.04 Inspection of Project Books. The Agency covenants and agrees that all books and documents in its possession relating to the Project shall, upon reasonable prior notice, during normal business hours, be open to inspection and copying by such accountants or other agents as the Trustee or the Bondholder Representative may from time to time reasonably designate.

Section 5.05 Damage, Destruction or Condemnation. Subject to the provisions of the Subordination Agreement, Net Proceeds resulting from casualty to or condemnation of the Project shall be applied as provided in the Mortgage and, to the extent consistent therewith, Section 3.01(a) hereof.

Section 5.06 Tax Covenants. (a) Agency’s Covenants. The Agency covenants to and for the benefit of the Holders of the Bonds that it will:

(i) neither make or use nor cause to be made or used any investment or other use of the proceeds of the Bonds or the money and investments held in the funds and accounts in any manner which would cause the Bonds to be arbitrage bonds under Section 148 of the Code and the Regulations issued under Section 148 of the Code (the “Regulations”) or which would otherwise cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes;

(ii) enforce or cause to be enforced all obligations of the Borrower under the Regulatory Agreement in accordance with its terms and seek to cause the Borrower to correct any violation of the Regulatory Agreement within a reasonable period after it first discovers or becomes aware of any such violation;

(iii) not take or cause to be taken any other action or actions, or fail to take any action or actions, if the same would cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes;

27 OHSUSA:765471458.4

(iv) at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Agency on the Bonds will be excluded from the gross income for federal income tax purposes, of the Bondholders pursuant to the Code, except in the event where any such owner of Bonds is a “substantial user” of the facilities financed with the Bonds or a “related person” within the meaning of the Code; and

(v) not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the Regulations.

In furtherance of the covenants in this Section 5.05, the Agency and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which is by this reference incorporated into this Indenture and made a part of this Indenture as if set forth in this Indenture in full, and by its acceptance of this Indenture the Trustee acknowledges receipt of the Tax Certificate and acknowledges its incorporation into this Indenture by this reference and agrees to comply with the terms specifically applicable to it. In the event of a conflict between the terms of this Indenture and the Tax Certificate, the terms of the Tax Certificate shall control.

The covenants of the Agency in this Section 5.05(a) are made in reliance on the representations and covenants of the Borrower set forth in the Financing Agreement, the Tax Certificate and the Regulatory Agreement and, for the purposes of this Section 5.05(a), no acts, omissions or directions of the Borrower, the Trustee or any other Persons shall be attributed to the Agency nor shall any default by the borrower of any of its obligations under the Financing Agreement or the Tax Certificate constitute an event of default by the Agency hereunder.

(b) Trustee’s Covenants. The Trustee agrees that it will invest funds held under this Indenture in accordance with the covenants and terms of this Indenture and the Tax Certificate (this covenant shall extend through the term of the Bonds, to all funds and accounts created under this Indenture and all money on deposit to the credit of any such fund or account). The Trustee covenants to and for the benefit of the Bondholders that, notwithstanding any other provisions of this Indenture or of any other Loan Document, it will not knowingly make or cause to be made any investment or other use of the money in the funds or accounts created hereunder which would cause the Bonds to be classified as “arbitrage bonds” within the meaning of Sections 103(b) and 148 of the Code or would cause the interest on the Bonds to be includable in gross income for federal income tax purposes; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower, the Agency or the Rebate Analyst. This covenant shall extend, throughout the term of the Bonds, to all funds created under this Indenture and all money on deposit to the credit of any such fund. Pursuant to this covenant, with respect to the investments of the funds and accounts under this Indenture, the Trustee obligates itself to comply throughout the term of the issue of the Bonds with the requirements of Sections 103(b) and 148 of the Code; provided that the Trustee shall be deemed to have complied with such requirements and shall have no liability to the extent it reasonably follows the written directions of the Borrower, the Agency or the Rebate Analyst. The Trustee further covenants that should the Agency or the Borrower file with the Trustee (it being understood that neither the Agency nor the Borrower has an obligation to so file), or should the Trustee receive, an opinion of Bond

28 OHSUSA:765471458.4

Counsel to the effect that any proposed investment or other use of proceeds of the Bonds would cause the Bonds to become “arbitrage bonds,” then the Trustee will comply with any written instructions of the Agency, the Borrower or Bond Counsel regarding such investment (which shall, in any event, be a Qualified Investment) or use so as to prevent the Bonds from becoming “arbitrage bonds,” and the Trustee will bear no liability to the Agency, the Borrower or the Bondholders for investments made in accordance with such instructions.

Section 5.07 Notification of Agency of Amount of Outstanding Bonds. On or before each Calculation Date (as defined in the Regulatory Agreement) the Trustee shall notify the Agency, via mutually acceptable electronic means or by mail, of the aggregate principal amount of Outstanding Bonds as of such Calculation Date or that no Bonds remain Outstanding.

ARTICLE VI

DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS

Section 6.01 Events of Default. Each of the following shall be an event of default with respect to the Bonds (an “Event of Default”) under this Indenture:

(a) failure to pay the principal of, or interest on, any Bond when due during the period ending 24 months after the Closing Date, and thereafter, failure to pay the principal of, or interest on any Bond due, to the extent sufficient Revenues are available therefor; or

(b) failure by the Agency or the Trustee to perform or observe any other of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, and the continuation of such failure for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Agency or the Trustee by the Borrower, the Trustee or the Agency, as applicable, or by the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding.

The Trustee will immediately notify the Agency and the Bondholder Representative after a Responsible Officer obtains actual knowledge of the occurrence of an Event of Default or obtains actual knowledge of the occurrence of an event which would become an Event of Default with the passage of time or the giving of notice or both.

Section 6.02 Acceleration; Other Remedies Upon Event of Default.

(a) Upon the occurrence of an Event of Default under Section 6.01(b) hereof, the Trustee shall, upon the written direction of the Bondholder Representative and receipt of indemnity satisfactory to it, by notice in writing delivered to the Agency, declare the principal of all Bonds then Outstanding and the interest accrued thereon immediately due and payable, and interest shall continue to accrue thereon until such amounts are paid.

(b) Upon the occurrence of an Event of Default (other than an Event of Default under Section 6.01(b) hereof), the Trustee shall, but only upon the written direction of the Bondholder Representative, by notice in writing delivered to the Agency, declare the principal of all Bonds

29 OHSUSA:765471458.4

then Outstanding and the interest accrued thereon immediately due and payable and interest on the Bonds shall cease to accrue, anything contained in this Indenture or in the Bonds to the contrary notwithstanding.

If at any time after the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the money due shall have been obtained or entered, the Agency shall pay to or deposit with the Trustee a sum sufficient, from amounts paid under the Note, to pay all principal of the Bonds then due (other than solely by reason of such declaration) and all unpaid installments of interest (if any) upon all the Bonds then due, with interest at the rate borne by the Bonds on such overdue principal and (to the extent legally enforceable) on such overdue installments of interest, and the reasonable fees and expenses of the Trustee (including its counsel) shall have been made good or cured or adequate provision shall have been made therefor (collectively, the “Cure Amount”)) shall have been paid in full, and all other defaults hereunder shall have been made good or cured or waived in writing by the Bondholder Representative, then and in every case, the Trustee on behalf of the Holders of all the Outstanding Bonds shall rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, nor shall it impair or exhaust any right or power consequent thereon.

Upon the occurrence and during the continuance of an Event of Default, the Trustee in its own name and as trustee of an express trust, on behalf and for the benefit and protection of the Holders of all Bonds with respect to which such an Event of Default has occurred (if no Event of Default has occurred and is continuing under Section 6.01(b)), may also proceed to protect and enforce any rights of the Trustee and, to the full extent that the Holders of such Bonds themselves might do, the rights of such Bondholders under the laws of the State or under this Indenture by such of the following remedies as the Trustee shall deem most effectual to protect and enforce such rights:

(i) by mandamus or other suit, action or proceeding at law or in equity, to enforce the payment of the principal of or interest on the Bonds then Outstanding and to require the Agency to carry out any covenants or agreements with or for the benefit of the Bondholders and to perform its duties under the Act, this Indenture, the Financing Agreement or the Regulatory Agreement to the extent permitted under the applicable provisions thereof;

(ii) by pursuing any available remedies under the Financing Agreement or any Loan Document or the Regulatory Agreement;

(iii) by realizing or causing to be realized through sale or otherwise upon the security pledged hereunder; and

(iv) by action or suit in equity enjoin any acts or things that may be unlawful or in violation of the rights of the Holders of the Bonds and execute any other papers and documents and do and perform any and all such acts and things as may be necessary or advisable in the opinion of the Trustee in order to have the respective claims of the Bondholders against the Agency allowed in any bankruptcy or other proceeding.

30 OHSUSA:765471458.4

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee or to the Bondholders is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee, the Bondholders hereunder or under the Financing Agreement or any other Loan Document or the Regulatory Agreement, as applicable, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder, whether by the Trustee or the Bondholders, shall extend to or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereto.

Section 6.03 Rights of Bondholders. If an Event of Default under Section 6.01(b) hereof shall have occurred and is then continuing, and if requested in writing so to do by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is a default, and if indemnified to its satisfaction, the Trustee shall exercise one or more of the rights and powers conferred by this Article as the Trustee, being advised by counsel or a committee of Responsible Officers, shall deem to be in the best interest of the affected Bondholders. If an Event of Default under Section 6.01(b) hereof shall have occurred and is then continuing, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which an Event of Default has occurred shall have the right at any time, subject to the provisions of Section 6.08 hereof, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, in accordance with the provisions of law and of this Indenture.

Section 6.04 Waiver by Agency. Upon the occurrence of an Event of Default, to the extent that such right may then lawfully be waived, neither the Agency nor anyone claiming through or under it shall set up, claim or seek to take advantage of any appraisal, valuation, stay, extension or redemption laws now or hereinafter in force, in order to prevent or hinder the enforcement of this Indenture; and the Agency, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State and the United States.

Section 6.05 Application of Money After Default. All money collected by the Trustee at any time pursuant to this Article VI shall, except to the extent, if any, otherwise directed by a court of competent jurisdiction, be credited by the Trustee to the Revenue Fund. Such money so credited to the Revenue Fund and all other money from time to time credited to the Revenue Fund shall at all times be held, transferred, withdrawn and applied as prescribed by the provisions of Article IV hereof and this Section 6.05, subject in all events to the provisions of Section 2.11, Section 6.12, and of the Subordination Agreement.

In the event that at any time the money credited to the Revenue Fund, the Bond Fund and the Redemption Fund available for the payment of interest or principal then due with respect to the Bonds shall be insufficient for such payment, such money (other than money held for the

31 OHSUSA:765471458.4

payment or redemption of particular Bonds as provided in Section 4.09 hereof) shall be applied as follows and in the following order of priority:

(a) For payment of all amounts due to the Trustee incurred in performance of its duties under this Indenture, including, without limitation, the payment of all reasonable fees and expenses of the Trustee incurred in exercising any remedies under this Indenture;

(b) Unless the principal of all Bonds shall have become or have been declared due and payable:

FIRST: to the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available is not sufficient to pay in full any installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; and

SECOND: to the payment to the Persons entitled thereto of the unpaid principal of and, on any Bonds which shall have become due, whether at maturity or by call for redemption, in the order in which they became due and payable, and, if the amount available is not sufficient to pay in full all the principal of and, on the Bonds so due on any date, then to the payment of principal ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference, and then to the payment of any premium due on the Bonds, ratably, according to the amounts due on such date, to the Persons entitled thereto, without any discrimination or preference.

(c) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal of, and interest then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the Persons entitled thereto without any discrimination or preference except as to any differences in the respective rates of interest specified in the Bonds.


Section 6.07 Remedies Vested in Trustee. All rights of action, including the right to file proof of claims, under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Holders of the Bonds, and any recovery or judgment shall be for the mutual benefit as provided herein of all of the Holders of the Outstanding Bonds.

Section 6.08 Remedies of Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any other remedy hereunder, unless (a) a default shall have occurred of which the Trustee shall have

32 OHSUSA:765471458.4

been notified as provided herein; (b) such default shall have become an Event of Default under Section 6.01(b) hereof; (c) the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding with respect to which there is such an Event of Default shall have made written request to the Trustee and shall have offered reasonable opportunity to the Trustee either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (d) such Holders shall have offered to the Trustee indemnity as provided in this Indenture; and (e) the Trustee shall within sixty (60) days thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture or the rights of any other Holders of Bonds or to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided with respect to the equal and ratable benefit of all Holders of Bonds with respect to which there is a default. Nothing contained in this Indenture shall, however, affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on any Bond at the maturity thereof or the obligation of the Agency to pay the principal of, and interest on the Bonds issued hereunder to the respective holders thereof, at the time, in the place, from the sources and in the manner expressed herein and in said Bonds.

Section 6.09 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Agency, the Trustee, the Bondholder Representative, the Borrower and the Bondholders shall be restored to their former positions and rights hereunder with respect to the Trust Estate herein conveyed, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

Section 6.10 Waivers of Events of Default. So long as no Event of Default has occurred and is then continuing under Section 6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds only upon the written direction of the Bondholder Representative. If there shall have occurred and is then continuing an Event of Default under Section 6.01(b) hereof, the Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of, and interest on the Bonds upon the written request of the Holders of 100% of the Bonds then Outstanding with respect to which there is a default; provided, however, that there shall not be waived (a) any Event of Default in the payment of the principal of any Bonds at the date of maturity specified therein, or upon proceedings for mandatory redemption of any Bonds, (b) any default in the payment when due of the interest on any such Bonds, unless prior to such waiver or rescission all arrears of interest, with interest (to the extent permitted by law) at the rate borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest or all arrears of payments of principal or when due (whether at the stated maturity thereof or upon proceedings for mandatory redemption) as the case may be, and all expenses of the Trustee in connection with such default shall have been paid or provided for, and in case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely, then and in every such case the Agency, the Trustee, and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no

33 OHSUSA:765471458.4

such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereto.

Section 6.11 Notice to Bondholders if Default Occurs. Upon the occurrence of an Event of Default, or if an event occurs which could lead to an Event of Default with the passage of time and of which the Trustee is required to take notice pursuant to Section 7.02(l) hereof, the Trustee shall, within thirty (30) days, give written notice thereof by first class mail to the registered Owners of all Bonds then Outstanding. Notwithstanding the foregoing, except in the case of an Event of Default with respect to the payment of principal of or and interest on the Bonds, the Trustee shall be protected in withholding such notice if and so long as the board of directors of the Trustee, the executive committee, or a trust committee of directors or officers of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Holders of the Bonds.

Section 6.12 No Interference or Impairment of Senior Obligations. Notwithstanding anything herein to the contrary, and without limiting the generality of the provisions of Section 2.11, subject to the provisions of the Subordination Agreement, none of the Agency, the Trustee nor any other person shall:

(a) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Issue H Loan or the Senior Transaction Documents; or

(b) interfere with or attempt to interfere with or influence the exercise by the Issue H Funding Lender of any of its rights under the Issue H Loan, or the Senior Transaction Documents, including, without limitation, the Issue H Funding Lender’s remedial rights under the Issue H Loan upon the occurrence of an event of default by the Borrower under the Issue H Loan or the Senior Transaction Documents, as applicable;

it being understood and agreed that neither the Agency nor the Trustee may, on account of any default under this Indenture, cause the Issue H Loan to become due and payable or cause the Issue H Governmental Lender Note to be redeemed or to declare the principal of the Issue H Governmental Lender Note and the interest accrued on the Issue H Governmental Lender Note to be immediately due and payable, or cause the Trustee to foreclose or take any other action under the Senior Transaction Documents or any other documents to obtain such performance or observance.

Promptly upon determining that a violation of this Indenture has occurred, the Agency or the Trustee shall, by notice in writing to the Issue H Funding Lender, inform the Issue H Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable. Notwithstanding the occurrence of such violation, neither the Agency nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Issue H Loan or to foreclose on the Issue H Mortgage.

34 OHSUSA:765471458.4

ARTICLE VII

CONCERNING THE TRUSTEE

Section 7.01 Standard of Care. The Trustee, prior to an Event of Default as defined in Section 6.01 and after the curing or waiver of all such events which may have occurred, shall perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee, during the existence of any such Event of Default (which shall not have been cured or waived), shall exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under similar circumstances in the conduct of such Person’s own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its breach of trust, own negligence or willful misconduct, except that:

(a) prior to an Event of Default hereunder, and after the curing or waiver of all such Events of Default which may have occurred:

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except with regard to the performance of such duties and obligations as are specifically set forth in this Indenture; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee by the Person or Persons authorized to furnish the same;

(b) at all times, regardless of whether or not any such Event of Default shall exist:

(i) the Trustee shall not be liable for any error of judgment made in good faith by an officer or employee of the Trustee except for willful misconduct or negligence by the officer or employee of the Trustee as the case may be; and

(ii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding (or such lesser or greater percentage as is specifically required or permitted by this Indenture) relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

Section 7.02 Reliance Upon Documents. Except as otherwise provided in Section 7.01:

(a) the Trustee may rely upon the authenticity or truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, notarial seal, stamp, acknowledgment,

35 OHSUSA:765471458.4

verification, request, consent, order, bond, or other paper or document of the proper party or parties, including any facsimile transmission as permitted hereunder or under the Financing Agreement;

(b) any notice, request, direction, election, order or demand of the Agency mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Agency by an Authorized Officer of the Agency (unless other evidence in respect thereof be herein specifically prescribed), and any resolution of the Agency may be evidenced to the Trustee by a copy of such resolution duly certified by an Authorized Officer of the Agency;

(c) any notice, request, certificate, statement, requisition, direction, election, order or demand of the Borrower mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Borrower by any Authorized Officer of the Borrower (unless other evidence in respect thereof be herein specifically prescribed), and any resolution or certification of the Borrower may be evidenced to the Trustee by a copy of such resolution duly certified by a secretary or other Authorized Officer of the Borrower;

(d) [Intentionally Omitted];

(e) any notice, request, direction, election, order or demand of the Bondholder Representative mentioned herein shall be sufficiently evidenced by an instrument purporting to be signed in the name of the Bondholder Representative by any Authorized Officer of the Bondholder Representative (unless other evidence in respect thereof be herein specifically prescribed);

(f) [Intentionally Omitted];

(g) Trustee is authorized and directed to execute, in its capacity as Trustee, the Financing Agreement, the Subordination Agreement and the Intercreditor Agreement;

(h) in the administration of the trusts of this Indenture, the Trustee may execute any of the trusts or powers hereby granted directly or through its agents, receivers or attorneys, and the Trustee may consult with counsel and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or permitted by it hereunder in good faith and in accordance with the opinion of such counsel;

(i) whenever in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or permitting any action hereunder, such matters (unless other evidence in respect thereof be herein specifically prescribed), may in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a certificate of an officer or authorized agent of the Agency or the Borrower and such certificate shall in the absence of bad faith on the part of the Trustee be full warrant to the Trustee for any action taken or permitted by it under the provisions of this Indenture, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such further or additional evidence as it may deem reasonable;

36 OHSUSA:765471458.4

(j) the recitals herein and in the Bonds (except the Trustee’s certificate of authentication thereon) shall be taken as the statements of the Agency and the Borrower and shall not be considered as made by or imposing any obligation or liability upon the Trustee. The Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of the Agency or the Borrower to the Trust Estate, or as to the security of this Indenture, or of the Bonds issued hereunder, and the Trustee shall incur no liability or responsibility in respect of any of such matters;

(k) the Trustee shall not be personally liable for debts contracted or liability for damages incurred in the management or operation of the Trust Estate except for its own willful misconduct or negligence; and every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.02(k);

(l) the Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements (except to the extent they obligate the Trustee) herein or in any contracts or securities assigned or conveyed to or pledged with the Trustee hereunder, except Events of Default that are evident under Section 6.01(a) or Section 6.01(b) hereof. The Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any default or Event of Default specified in Section 6.01 hereof (except defaults under Section 6.01(a) or Section 6.01(b) hereof) unless the Trustee shall receive from the Agency, the Bondholder Representative or the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding written notice stating that a default or Event of Default has occurred and specifying the same, and in the absence of such notice the Trustee may conclusively assume that there is not such default. Every provision contained in this Indenture or related instruments or in any such contract or security wherein the duty of the Trustee depends on the occurrence and continuance of such default shall be subject to the provisions of this Section 7.02(l);

(m) the Trustee shall be under no duty to confirm or verify any financial or other statements or reports or certificates furnished pursuant to any provisions hereof, except to the extent such statement or reports are furnished by or under the direction of the Trustee, and shall be under no other duty in respect of the same except to retain the same in its files and permit the inspection of the same at reasonable times by the Holder of any Bond; and

(n) the Trustee shall be under no obligation to exercise those rights or powers vested in it by this Indenture, other than such rights and powers which it shall be obliged to exercise in the ordinary course of its trusteeship under the terms and provisions of this Indenture and as required by law, at the request or direction of any of the Bondholders pursuant to Sections 6.03 and 6.08 of this Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in the compliance with such request or direction.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

37 OHSUSA:765471458.4

The Trustee is authorized and directed to execute in its capacity as Trustee the Financing Agreement and the Regulatory Agreement and shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds.

The Trustee or any of its affiliates may act as advisor or sponsor with respect to any Qualified Investments.

The Trustee agrees to accept and act upon facsimile transmission or Electronic Notice of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) subsequent to such facsimile transmission or Electronic Notice of written instructions and/or directions the Trustee shall forthwith receive the originally executed instructions and/or directions, (b) such originally executed instructions and/or directions shall be signed by such Person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (c) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated Person.

Any resolution, certification, notice, request, direction, election, order or demand delivered to the Trustee pursuant to this Section 7.02 shall remain in effect until the Trustee receives written notice to the contrary from the party that delivered such instrument accompanied by revised information for such party.

The Trustee shall have no responsibility for the value of any collateral or with respect to the perfection or priority of any security interest in any collateral except as otherwise provided in Section 7.17 hereof.

Section 7.03 Use of Proceeds. The Trustee shall not be accountable for the use or application of any of the Bonds authenticated or delivered hereunder or of the proceeds of the Bonds except as provided herein.

Section 7.04 Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and hold, or become pledgees of Bonds and otherwise may deal with the Agency and the Borrower in the same manner and to the same extent and with like effect as though it were not Trustee hereunder.

Section 7.05 Trust Imposed. All money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received.

Section 7.06 Compensation of Trustee. The Trustee shall be entitled to its acceptance fee and its annual administration fee, payable by the Borrower pursuant to the Financing Agreement, in connection with the services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder. The Trustee shall be entitled to extraordinary fees and expenses in connection with any Extraordinary Services performed consistent with the duties hereunder or under any of the Loan Documents; provided the Trustee shall not incur any extraordinary fees and expenses without the consent of the Bondholder Representative (except that no consent shall be required if an Event of Default under 6.01(b) has occurred and is continuing). If any property, other than cash, shall at any time be held by the Trustee subject to this Indenture, or any

38 OHSUSA:765471458.4

supplemental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy, or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other liens or encumbrances thereon. Payment to the Trustee for its services and reimbursement to the Trustee for its expenses, disbursements, liabilities and advances, shall be limited to the sources described in the Financing Agreement and in Sections 4.11 and 6.05 hereof. The Agency shall have no liability for Trustee’s fees, costs or expenses. Subject to the provisions of Section 7.09 hereof, the Trustee agrees that it shall continue to perform its duties hereunder (including, but not limited to, its duties as Paying Agent and Bond Registrar) and under the Loan Documents even in the event that money designated for payment of its fees shall be insufficient for such purposes or in the event that the Borrower fails to pay the Trustee’s fees and expenses as required by the Financing Agreement.

The Borrower shall indemnify and hold harmless the Trustee and its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants and servants, past, present or future, from and against (a) any and all claims by or on behalf of any Person arising from any cause whatsoever in connection with this Indenture or transactions contemplated hereby, the Project, or the issuance of the Bonds; (b) any and all claims arising from any act or omission of the Borrower or any of its agents, contractors, servants, employees or licensees in connection with the Project, or the issuance of the Bonds; and (c) all costs, counsel fees, expenses or liabilities incurred in connection with any such claim or proceeding brought thereon; except that the Borrower shall not be required to indemnify any Person for damages caused by the gross negligence, willful misconduct or unlawful acts of such Person or which arise from events occurring after the Borrower ceases to own the Project. In the event that any action or proceeding is brought or claim made against the Trustee, or any of its officers, directors, officials, employees, agents, receivers, attorneys, accountants, advisors, consultants or servants, with respect to which indemnity may be sought hereunder, the Borrower, upon written notice thereof from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The indemnified party shall have the right to approve a settlement to which it is a party and to employ separate counsel in any such action or proceedings and to participate in the investigation and defense thereof, and the Borrower shall pay the reasonable fees and expenses of such separate counsel. The provisions of this Section shall survive the termination of this Indenture.

Section 7.07 Qualifications of Trustee. There shall at all times be a Trustee hereunder which shall be an association or a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers. Any successor Trustee shall have a combined capital and surplus of at least $50,000,000 (or shall be a wholly owned subsidiary of an association or corporation that has such combined capital and surplus), and be subject to supervision or examination by federal or state authority, or shall have been appointed by a court of competent jurisdiction pursuant to Section 7.09. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to above, then for the purposes of this Section, the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible

39 OHSUSA:765471458.4

in accordance with the provisions of this Section and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.09.

Section 7.08 Merger of Trustee. Any association or corporation into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any association or corporation resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party shall, ipso facto, be and become successor Trustee hereunder and vested with all the title to the whole property or Trust Estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and shall also be and become successor Trustee in respect of the beneficial interest of the Trustee in the Loan.

Section 7.09 Resignation by the Trustee. The Trustee may at any time resign from the trusts hereby created by giving written notice to the Agency, the Borrower and the Bondholder Representative, and by giving notice by certified mail or overnight delivery service to each Holder of the Bonds then Outstanding. Such notice to the Agency, the Borrower and the Bondholder Representative may be served personally or sent by certified mail or overnight delivery service. The resignation of the Trustee shall not be effective until a successor Trustee has been appointed as provided herein and such successor Trustee shall have agreed in writing to be bound by the duties and obligations of the Trustee hereunder.

Section 7.10 Removal of the Trustee. The Trustee may be removed at any time, either with or without cause, with the consent of the Bondholder Representative (which consent of the Bondholder Representative shall not be unreasonably withheld and which approval shall be deemed given after fifteen (15) days if the Bondholder Representative has not responded to a written request for such approval) by a written instrument signed by the Agency and delivered to the Trustee and the Borrower, and if an Event of Default shall have occurred and be continuing, other than an Event of Default under Section 6.01(b), by a written instrument signed by the Bondholder Representative and delivered to the Trustee, the Agency and the Borrower. The Trustee may also be removed, if an Event of Default under Section 6.01(b) shall have occurred and be continuing, by a written instrument or concurrent instruments signed by the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding and delivered to the Trustee, the Agency, the Borrower and the Bondholder Representative. The Trustee may also be removed by the Bondholder Representative following notice to the Agency and after a thirty (30) day period during which the Agency may attempt to cause the Trustee to discharge its duties in a manner acceptable to Bondholder Representative, the Borrower and to each registered Owner of Bonds then Outstanding as shown on the Bond Registrar. Any such removal shall take effect on the day specified in such written instrument(s), but the Trustee shall not be discharged from the trusts hereby created until a successor Trustee has been appointed and has accepted such appointment and has agreed in writing to be bound by the duties and obligations of the Trustee hereunder.

40 OHSUSA:765471458.4

Section 7.11 Appointment of Successor Trustee.

(a) In case at any time the Trustee shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and the Agency, with the written consent of the Bondholder Representative (which consent shall not be unreasonably withheld and which consent shall be deemed given after fifteen (15) days if the applicable party has not responded to a written request from the Agency for such consent), shall promptly appoint a successor Trustee. Any such appointment shall be made by a written instrument executed by an Authorized Officer of the Agency.

(b) If, in a proper case, no appointment of a successor Trustee shall be made pursuant to subsection (a) of this Section 7.11 within sixty (60) days following delivery of all required notices of resignation given pursuant to Section 7.09 or of removal of the Trustee pursuant to Section 7.10, the retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. The court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

Section 7.12 Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Agency a written instrument accepting such appointment hereunder, accepting assignment of the beneficial interest in the Mortgage, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the Trust Estate and the rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Agency, the Borrower or the Bondholder Representative, or of its successor, and upon payment of all amounts due such predecessor, including but not limited to fees and expenses of counsel, execute and deliver such instruments as may be appropriate to transfer to such successor Trustee all the Trust Estate and the rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and money held by it as Trustee hereunder to its successor. Should any instrument in writing from the Agency be required by a successor Trustee for more fully and certainly vesting in such successor the Trust Estate and all rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Agency. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed and/or recorded by the successor Trustee in each recording office where this Indenture shall have been filed and/or recorded. Each successor Trustee shall mail notice by first class mail, postage prepaid, at least once within 30 days of such appointment, to the Owners of all Bonds Outstanding at their addresses on the Bond Register.

Section 7.13 Successor Trustee as Trustee, Paying Agent and Bond Registrar. In the event of a change in the office of Trustee, the predecessor Trustee which shall have resigned or shall have been removed shall cease to be trustee and paying agent on the Bonds and Bond

41 OHSUSA:765471458.4

Registrar, and the successor Trustee shall become such Trustee, Paying Agent and Bond Registrar.

Section 7.14 Appointment of Co-Trustee or Separate Trustee. It is the intent of the Agency and the Trustee that there shall be no violation of any law of any jurisdiction (including particularly the laws of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under or connected with this Indenture, the Financing Agreement or any of the other Loan Documents, and, in particular, in case of the enforcement of any remedies on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein or therein granted to the Trustee or hold title to the properties in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee, with the consent of the Agency, appoint an additional individual or institution as a co-trustee or separate trustee.

In the event that the Trustee appoints an additional individual or institution as a co-trustee or separate trustee, in the event of the incapacity or lack of authority of the Trustee, by reason of any present or future law of any jurisdiction, to exercise any of the rights, powers, trusts and remedies granted to the Trustee herein or to hold title to the Trust Estate or to take any other action that may be necessary or desirable in connection therewith, each and every remedy, power, right, obligation, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be imposed upon, exercised by or vested in or conveyed to the Trustee with respect thereto shall be imposed upon, exercisable by and vest in such separate trustee or co-trustee, but only to the extent necessary to enable such co-trustee or separate trustee to exercise such powers, rights, trusts and remedies, and every covenant and obligation necessary to the exercise thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them, subject to the remaining provisions of this Section 7.14. Such co-trustee or separate trustee shall deliver an instrument in writing acknowledging and accepting its appointment hereunder to the Agency and the Trustee.

Should any instrument in writing from the Agency be required by the co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Agency, the Trustee and the Borrower. If the Agency shall fail to deliver the same within thirty (30) days of such request, the Trustee is hereby appointed attorney-in-fact for the Agency to execute, acknowledge and deliver such instruments in the Agency’s name and stead. In case any co-trustee or separate trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such co-trustee or separate trustee.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

42 OHSUSA:765471458.4

(a) The Bonds shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control or management of money, papers, securities and other personal property shall be exercised solely by the Trustee;

(b) all rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon or exercised or performed by the Trustee, or by the Trustee and such co-trustee, or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under the law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or separate trustee;

(c) any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking or the refraining from taking of such action by such co-trustee or separate trustee;

(d) any co-trustee or separate trustee to the extent permitted by law shall delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise;

(e) the Trustee at any time by an instrument in writing with the concurrence of the Agency evidenced by a certified resolution may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section and in case an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of or remove any such co-trustee or separate trustee without the concurrence of the Agency, and upon the request of the Trustee, the Agency shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;

(f) no Trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other Trustee hereunder;

(g) any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Bondholders and delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and

(h) any money, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee.

The total compensation of the Trustee and co-trustee or separate trustee shall be as, and may not exceed the amount, provided in Section 7.06 hereof.

Section 7.15 Notice of Certain Events. The Trustee shall give written notice to the Agency and the Bondholder Representative of any failure by the Borrower to comply with the terms of the Regulatory Agreement of which a Responsible Officer has actual knowledge.

43 OHSUSA:765471458.4

Section 7.16 Additional Payments. The Trustee shall transfer the Additional Payments constituting the Agency’s annual fee, as set forth in the Regulatory Agreement, to or at the direction of the Agency when due, to the extent of amounts received from the Borrower therefor.

Section 7.17 Filing of Financing Statements. The Trustee shall, at the expense of the Borrower, file or record or cause to be filed or recorded all UCC continuation statements for the purpose of continuing without lapse the effectiveness of those financing statements which have been filed on or approximately on the Closing Date in connection with the security for the Bonds pursuant to the authority of the UCC. Upon the filing of any such continuation statement the Trustee shall immediately notify the Agency, the Borrower, the Bondholder Representative that the same has been done. If direction is given by the Bondholder Representative, the Trustee shall file all continuation statements in accordance with such directions.

ARTICLE VIII

SUPPLEMENTAL INDENTURES AND AMENDMENTS OF CERTAIN DOCUMENTS

Section 8.01 Supplemental Indentures Not Requiring Consent of Bondholders. The Agency and the Trustee may from time to time and at any time, without the consent of, or notice to, any of the Bondholders, but with the prior written consent of the Bondholder Representative, and subject to the Subordination Agreement, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes:

(a) to cure any formal defect, omission, inconsistency or ambiguity herein in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change;

(b) to grant to or confer upon the Trustee for the benefit of the Holders of the Bonds any additional rights, remedies, powers or authority that may lawfully be granted or conferred and that are not contrary to or inconsistent with this Indenture or the rights of the Trustee hereunder as theretofore in effect;

(c) to subject to the lien and pledge of this Indenture additional revenues, properties or collateral;

(d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under any state blue sky laws;

(e) to make such additions, deletions or modifications as may be, in the opinion of Bond Counsel delivered to the Agency and the Trustee, necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or

44 OHSUSA:765471458.4

(f) to modify, amend or supplement this Indenture in any other respect which is not materially adverse to the Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section 8.02.

Section 8.02 Supplemental Indentures Requiring Consent of Bondholders. With the prior written consent of the Bondholder Representative, and subject to the Subordination Agreement, the Holders of more than 51% of the aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the Agency and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Agency for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing in this Section contained shall permit, or be construed as permitting, (a) an extension of the time for payment of, or an extension of the stated maturity or reduction in the principal amount or reduction in the rate of interest on or extension of the time of payment, of interest on, or reduction of any premium payable on the redemption of, any Bonds, or a reduction in the Borrower’s obligation on the Note, without the consent of the Holders of all of the Bonds then Outstanding, (b) the creation of any lien prior to or on a parity with the lien of this Indenture, (c) a reduction in the aforesaid percentage of the principal amount of Bonds which is required in connection with the giving of consent to any such supplemental indenture, without the consent of the Holders of all of the Bonds then Outstanding, (d) the modification of the rights, duties or immunities of the Trustee, without the written consent of the Trustee, (e) a privilege or priority of any Bond over any other Bonds, or (f) any action that results in the interest on the Bonds becoming included in gross income for federal income tax purposes.

If at any time the Agency shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed, postage prepaid, to all registered Bondholders and to the Bondholder Representative. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all Bondholders.

Thirty (30) days after the date of the mailing of such notice, the Agency and the Trustee may enter into such supplemental indenture substantially in the form described in such notice, but only if there shall have first been or is simultaneously delivered to the Trustee the required consents, in writing, of the Bondholder Representative and the Holders of not less than the percentage of Bonds required by this Section 8.02. If the Holders of not less than the percentage of Bonds required by this Section 8.02 shall have consented to and approved the execution and delivery of a supplemental indenture as provided herein, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Agency from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 8.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. The Trustee may rely upon an opinion of counsel as conclusive evidence

45 OHSUSA:765471458.4

that execution and delivery of a supplemental indenture has been effected in compliance with the provisions of this Article VIII.

Anything in this Article VIII to the contrary notwithstanding, unless the Borrower shall then be in default of any of its obligations under the Financing Agreement, the Regulatory Agreement, the Note or the Mortgage, a supplemental indenture under this Article VIII which affects any rights of the Borrower shall not become effective unless and until the Borrower shall have expressly consented in writing to the execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture to be mailed by certified or registered mail to the Borrower or the Borrower’s attorney at least fifteen (15) days prior to the proposed date of execution and delivery of any supplemental indenture.

Notwithstanding any other provision of this Indenture, the Agency and the Trustee may consent to any supplemental indenture upon receipt of the consent of the Bondholder Representative, the Holders of all Bonds then Outstanding and, as applicable, the Borrower.

Section 8.03 Amendments to Financing Agreement Not Requiring Consent of Bondholders. The Trustee shall, without the consent of, or notice to, the Bondholders, but with the consent of the Borrower and the Bondholder Representative, and subject to the Subordination Agreement, consent to any amendment, change or modification of the Financing Agreement as follows:

(a) as may be required by the provisions of Financing Agreement or this Indenture;

(b) to cure any formal defect, omission, inconsistency or ambiguity in the Financing Agreement in a manner not materially adverse to the Holder of any Bond to be Outstanding after the effective date of the change;

(c) to make such additions, deletions or modifications as may be necessary, in the opinion of Bond Counsel delivered to the Agency and the Trustee, to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds; or

(d) to modify, amend or supplement the Financing Agreement in any other respect which is not materially adverse to the Trustee or Holders of the Bonds to be Outstanding after the effective date of the change and which does not involve a change described in Section 8.04.

Section 8.04 Amendments to Financing Agreement Requiring Consent of Bondholders. Except for the amendments, changes or modifications of the Financing Agreement as provided in Section 8.03 hereof, neither the Agency nor the Trustee shall consent to any other amendment, change or modification of the Financing Agreement without the consent of the Bondholder Representative, and the Borrower and without the giving of notice and the written approval or consent of the Holders of at least 51% of the aggregate principal amount of the Bonds then Outstanding given and procured in accordance with the procedure set forth in Section 8.02 hereof; provided, however, that nothing contained in this Section 8.04 shall permit, or be construed as permitting, any amendment, change or modification of the Borrower’s obligation to make the payments required under the Financing Agreement without the consent of the Holders of all of the Bonds then Outstanding. If at any time the Agency and the Borrower

46 OHSUSA:765471458.4

shall request the consent of the Trustee to any such proposed amendment, change or modification of the Financing Agreement, the Trustee shall cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section 8.02 hereof. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the Principal Office of the Trustee for inspection by Bondholders.


Section 8.06 Opinion of Bond Counsel Required. No supplement or amendment to the Financing Agreement or this Indenture, as described in this Article VIII, shall be effective until the Agency, the Trustee and the Bondholder Representative shall have received an opinion of Bond Counsel to the effect that such supplement or amendment is authorized or permitted by this Indenture and, upon execution and delivery thereof, will be valid and binding upon the Agency in accordance with its terms and will not cause interest on the Bonds to be includable in gross income of the Holders thereof for federal income tax purposes. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence that (i) any proposed supplemental indenture or amendment permitted by this Article VIII complies with the provisions of this Indenture, (ii) it is proper for the Trustee to join in the execution of that supplemental indenture or amendment under the provisions of this Article VIII, and (iii) if applicable, such proposed supplemental indenture or amendment is not materially adverse to the interests of the Bondholders.

ARTICLE IX

SATISFACTION AND DISCHARGE OF INDENTURE

Section 9.01 Discharge of Lien. If the Agency shall pay or cause to be paid to the Holders of the Bonds the principal and interest to become due thereon at the times and in the manner stipulated therein and herein, in any one or more of the following ways:

(a) by the payment of the principal of and interest on all Bonds Outstanding; or

(b) by the deposit or credit to the account of the Trustee, in trust, of money or securities in the necessary amount (as provided in Section 9.04) to pay the principal, redemption price and interest to the date established for redemption whether by redemption or otherwise; or

(c) by the delivery to the Trustee, for cancellation by it, of all Bonds Outstanding.

and shall have paid all amounts due and owing to the Bondholder Representative hereunder, and shall have paid all fees and expenses of and any other amounts due to the Trustee, and if the Agency shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, then these presents and the estates and rights hereby granted shall cease, determine and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture and execute and deliver to the Agency such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Agency the estate hereby conveyed, and assign and deliver to the Agency any interest in property at the time subject to the lien of this Indenture which may then be in its

47 OHSUSA:765471458.4

possession, except amounts held by the Trustee for the payment of principal of, interest, on the Bonds, or the payment of any amounts owed to the United States pursuant to Section 4.13.

Any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this Section 9.01 if, under circumstances which do not cause interest on the Bonds to become includable in the Holders’ gross income for purposes of federal income taxation, the following conditions shall have been fulfilled: (a) in case such Bond is to be redeemed on any date prior to its maturity, the Trustee shall have given to the Bondholder irrevocable notice of redemption of such Bond on said date; (b) there shall be on deposit with the Trustee, pursuant to Section 9.04 hereof, either money or direct obligations of the United States of America in an amount, together with anticipated earnings thereon (but not including any reinvestment of such earnings), which will be sufficient to pay, when due, the principal or redemption price, if applicable, and interest due and to become due on such Bond on the redemption date or Maturity Date thereof, as the case may be; and (c) in the case of Bonds which do not mature or will not be redeemed within Sixty (60) days of such deposit, the Trustee shall have received a verification report of a firm of certified public accountants reasonably acceptable to the Trustee as to the adequacy of the amounts so deposited to fully pay the Bonds deemed to be paid.

The Trustee shall in no event cause the Bonds to be optionally redeemed from money deposited pursuant to this Article IX unless the requirements of Article III have been met with respect to such redemption.

Section 9.02 Payment from H-B2 Trustee Upon Final Maturity. The Trustee hereby acknowledges and agrees that (i) the H-B2 Trustee is and shall be irrevocably instructed pursuant to the terms of the H-B2 Indenture to hold in trust, set aside and transfer moneys for the sole purpose of repaying in full the final scheduled principal installment due in respect of the Bonds on the Maturity Date and (ii) absent contrary written instructions from the Borrower (accompanied by an opinion of Bond Counsel substantially to the effect that the proposed action will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation), the Trustee shall fully cooperate with the H-B2 Trustee in respect of the transfer of such funds and the application thereof to the final payment and discharge of the Bonds.

Section 9.03 Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.01) to pay or redeem Outstanding Bonds (whether upon or prior to their maturity or the redemption date of such Bonds) provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article III provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, all liability of the Agency in respect of such Bonds shall cease, terminate and be completely discharged, except only that thereafter the holders thereof shall be entitled to payment by the Agency, and the Agency shall remain liable for such payment, but only out of the money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 9.04.

48 OHSUSA:765471458.4

Section 9.04 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, and subject to applicable unclaimed property laws of the State, any money deposited with the Trustee or any paying agent in trust for the payment of the principal of, interest on the Bonds remaining unclaimed for two (2) years after the payment thereof, to the extent permitted by applicable law, shall be paid to the Borrower, whereupon all liability of the Agency and the Trustee with respect to such money shall cease, and the holders of the Bonds shall thereafter look solely to the Borrower for payment of any amounts then due. All money held by the Trustee and subject to this Section 9.04 shall be held uninvested and without liability for interest thereon.

Section 9.05 Deposit of Money or Securities With Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or credited to the account of or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held shall consist of:

(a) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date; or

(b) noncallable and nonprepayable direct obligations of the United States of America or noncallable and nonprepayable obligations which as to principal and interest constitute full faith and credit obligations of the United States of America, in such amounts and maturing at such times that the proceeds of said obligations received upon their respective maturities and interest payment dates, without further reinvestment, will provide funds sufficient, in the opinion of a nationally recognized firm of certified public accountants, to pay the principal and interest to maturity, or to the redemption date, as the case may be, with respect to all of the Bonds to be paid or redeemed, as such principal and interest become due; provided that the Trustee shall have been irrevocably instructed by the Agency to apply the proceeds of said obligations to the payment of said principal and interest with respect to such Bonds.

ARTICLE X

INTENTIONALLY OMITTED

ARTICLE XI

MISCELLANEOUS

Section 11.01 Consents and Other Instruments of Bondholders. Any consent, request, direction, approval, waiver, objection, appointment or other instrument required by this Indenture to be signed and executed by the Bondholders may be signed and executed in any number of concurrent writings of similar tenor and may be signed or executed by such

49 OHSUSA:765471458.4

Bondholders in person or by agent appointed in writing. Proof of the execution of any such instrument, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken under such instrument, namely:

(a) the fact and date of the execution by any Person of any such instrument may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such instrument acknowledged the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such affidavit or certificate shall also constitute sufficient proof of such authority;

(b) the ownership of registered Bonds shall be proved by the Bond Register; and

(c) any request, consent or vote of the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or permitted to be done by the Trustee or the Agency in pursuance of such request, consent or vote.


Section 11.03 Limitation of Rights. With the exception of rights herein expressly conferred, nothing expressed or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person other than the Parties hereto, the Bondholder Representative, the Borrower and the Holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions hereof.

Section 11.04 Severability. If any provision of this Indenture shall be held or deemed to be, or shall in fact be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution, statute, rule of law or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever.

The invalidity of any one or more phrases, sentences, clauses or sections in this Indenture contained, shall not affect the remaining portions of this Indenture, or any part thereof.

Section 11.05 Notices.

(a) Any provision of this Indenture relating to the mailing of notice or other communication to Bondholders shall be deemed fully complied with if such notice or other communication is mailed, by first class mail, postage prepaid, to each registered Owner of any Bonds then Outstanding at the address of such registered Owner as it appears on the Bond Register. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the Person entitled to receive such notice and

50 OHSUSA:765471458.4

in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Any notice, request, complaint, demand, communication or other paper required or permitted to be delivered to the Agency, the Trustee, the Bondholder Representative, or the Borrower shall be sufficiently given and shall be deemed given (unless another form of notice shall be specifically set forth herein) on the Business Day following the date on which such notice or other communication shall have been delivered to a national overnight delivery service (receipt of which to be evidenced by a signed receipt from such overnight delivery service) addressed to the appropriate party at the addresses set forth below or as may be required or permitted by this Indenture by Electronic Notice or by a facsimile transmission for which a confirmation of receipt has been delivered. The Agency, the Trustee, the Bondholder Representative, or the Borrower may, by notice given as provided in this paragraph, designate any further or different address to which subsequent notices or other communication shall be sent.

The Agency: Overnight Deliveries: California Housing Finance Agency Financing Division, MS 940 500 Capitol Mall, Suite 400 Sacramento, CA 95814 U.S. Mail: California Housing Finance Agency Financing Division, MS 940 PO Box 4034 Sacramento, CA 95812-4034

The Trustee: Wilmington Trust, National Association 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626-7121 Attention: Corporate Trust Service

The Borrower: Oxnard Pacific Associates II, a California Limited Partnership

c/o Pacific Companies 430 E. State Street, Suite 100 Eagle, ID 83616 Attention: Caleb J. Roope Telephone: (208) 461-0022

With a copy to: CREA Gateway Station, LLC c/o City Real Estate Advisors, Inc. 30 S. Meridian Street, Suite 400 Indianapolis, IN 46204 Attention: Asset Management

51 OHSUSA:765471458.4

And Applegate & Thorne-Thomsen, P.C. 440 S. LaSalle Street, 19th Floor Chicago, IL 60605 Attention: Warren Wenzloff, Esq. And Riverside Charitable Corporation 14131 Yorba Street Tustin, California 92780 Attention: Kenneth Robertson

Bondholder Representative:

CCRC Affordable Housing Partners, LLC c/o California Community Reinvestment Corporation 225 West Broadway, Suite 120

Glendale, CA 91204 Attention: Mary Kaiser, President

The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions pursuant to this Indenture, provided, however, that subsequent to such facsimile transmission of written instructions, the originally executed instructions and/or directions shall be provided to the Trustee in a timely manner.

(b) The Trustee shall provide to the Bondholder Representative (i) prompt notice of the occurrence of any Event of Default pursuant to Section 6.01 hereof and (ii) any written information or other written communication received by the Trustee hereunder within ten (10) Business Days of receiving a written request from the Bondholder Representative for any such information or other communication.


Section 11.07 Trustee as Paying Agent and Bond Registrar. The Trustee is hereby designated and agrees to act as Paying Agent and Bond Registrar for and in respect to the Bonds. When acting in either such capacity, the Trustee will receive the same rights, protections and indemnifications afforded to the Trustee hereunder.

Section 11.08 Payments Due on Non-Business Days. In any case where a date of payment with respect to any Bonds shall be a day other than a Business Day, then such payment need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no interest shall accrue for the period after such date providing that payment is made on such next succeeding Business Day.

52 OHSUSA:765471458.4

Section 11.09 Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 11.10 Choice of Law and Venue. This Indenture and the Bonds are contracts made under the laws of the State of California and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State of California. This Indenture and the Bonds shall be enforceable in the State of California, and any action arising out of this Indenture or the Bonds shall be filed and maintained in the County of Sacramento, California, unless the Agency waives this requirement.

Section 11.11 No Recourse. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Bond shall be had against any member, officer, commissioner, director or employee (past, present or future) of the Agency, either directly or through the Agency or its governing body or otherwise, for the payment for or to the Agency or any receiver thereof, or for or to the Holder of any Bond issued hereunder, or otherwise, of any sum that may be due and unpaid by the Agency or its governing body upon any such Bond. Any and all personal liability of every nature whether at common law or in equity or by statute or by constitution or otherwise of any such member, officer, commissioner, director or employee, as such, to respond by reason of any act of omission on his/her part or otherwise, for the payment for or to the Holder of any Bond issued hereunder or otherwise of any sum that may remain due and unpaid upon any Bond hereby secured is, by the acceptance hereof, expressly waived and released as a condition of and in consideration for the execution of this Indenture and the issuance of the Bonds.

[Signature Pages Follow]

IN WITNESS WHEREOF, CALIFORNIA HOUSING FINANCE AGENCY has caused this Ind.enture to be signed in its name by its duly authorized officer and WILMINGTON TRUST, NATIONAL ASSOCIATION, in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its name by its duly authorized officer, all as of the day and year first above written.


[Signature page - Indenture of Trust - Gateway Station Apartments 2016H-Bl]

OHSUSA:765471458.

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By ~~,._,_Q_,~~ Brian Buchanan, Vice President

[Signature page - Indenture of Trust - Gateway Station Apartments 2016H-B 1]

OHSUSA:7654 71458

A-1 OHSUSA:765471458.4

EXHIBIT A FORM OF BOND

NO. R-___ $5,000,000

CALIFORNIA HOUSING FINANCE AGENCY MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS

(GATEWAY STATION APARTMENTS) 2016 ISSUE H-B1

BY POSSESSION OF THIS BOND, THE HOLDER CERTIFIES THAT IT IS AN APPROVED INSTITUTIONAL BUYER OR AN ACCREDITED INVESTOR AS DEFINED IN THE INDENTURE. THE HOLDER HEREOF, BY THE ACCEPTANCE OF THIS BOND, ACKNOWLEDGES THAT THE TRUSTEE IS PROHIBITED FROM REGISTERING THE OWNERSHIP OR TRANSFER OF OWNERSHIP OF THIS BOND TO ANY PERSON WITHOUT RECEIPT OF AN EXECUTED INVESTOR LETTER AS DEFINED IN AND ATTACHED TO THE INDENTURE DESCRIBED HEREIN.

MATURITY DATE DATED DATE INTEREST RATE

July 31, 2061 July 29, 2016 8.0% per annum, compounded annually for

first 24 months following the Closing Date, and 5.0% per

annum, compounded annually thereafter

Registered Owner:

Principal Amount: FIVE MILLION DOLLARS

The CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and political subdivision of the State of California (the “Agency”), for value received, hereby promises to pay (but only out of Revenues as hereinafter provided) to the registered owner identified above or registered assigns, on the Maturity Date set forth above, the principal sum set forth above and to pay (but only out of Revenues as hereinafter provided) interest on the balance of said principal amount from time to time remaining unpaid from and including the date hereof until payment of said principal amount has been made or duly provided for, at the rate, compounding basis and on the dates determined as described herein and in the Indenture (as hereinafter defined). The principal of and, on this Bond are payable at final maturity, acceleration or redemption in lawful money of the United States of America upon surrender hereof at the principal corporate trust office of Wilmington Trust, National Association, in Costa Mesa, California, as Trustee, or its successor in trust (the “Trustee”). Payment of the interest on any Bond shall be made on each Interest Payment Date (as hereinafter defined) to the Person

A-2 OHSUSA:765471458.4

appearing on the bond registration books of the Bond Registrar as the Owner thereof on the Record Date, such interest to be paid by the Paying Agent (i) to such Owner by check or draft mailed on the Interest Payment Date, to such Owner’s address as it appears on the registration books or at such other address as has been furnished to the Bond Registrar as provided below, in writing by such Owner not later than the Record Date or (ii) upon written request, at least three Business Days prior to the applicable Record Date, to the Owner of Bonds aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such Owner shall specify in its written notice; except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the Owner in whose name any such Bonds are registered at the close of business on the fifth to last Business Day next preceding the date of payment of such defaulted interest.

The Bonds are authorized to be issued pursuant to Act. The Bonds are limited obligations of the Agency and, as and to the extent set forth in the Indenture, are payable solely from, and secured by a pledge of and lien on, the Revenues. Proceeds from the sale of the Bonds will be loaned by the Agency to Oxnard Pacific Associates II, a California Limited Partnership (the “Borrower”) under the terms of a Financing Agreement, dated as of July 1, 2016 (the “Agreement”), among the Agency, the Borrower and the Trustee. The Bonds are all issued under and secured by and entitled to the benefits of an Indenture of Trust, dated as of July 1, 2016 (the “Indenture”) between the Agency and the Trustee.

This Bond is one of a duly authorized issue of bonds of the Agency designated as the California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1”, limited in aggregate principal amount of $5,000,000 (the “Bonds”). Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the registered owners of the Bonds, of the nature and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obligations of the Agency thereunder, to all of the provisions of the Indenture and of the Financing Agreement the holder of this Bond, by acceptance hereof, assents and agrees.

The Bonds are issued simultaneously with (a) the funding of the Agency’s note designated as Multifamily Housing Revenue Note (Gateway Station Apartments) 2016 Issue H (the “Issue H Governmental Lender Note” and, together with the related documents, as described more fully in the Indenture, the “Senior Obligations”) pursuant to that certain Funding Loan Agreement, dated as of July 1, 2016, between the Agency, as Governmental Lender thereunder, and MUFG Union Bank, N.A., as Funding Lender thereunder, and (b) the issuance of the Agency’s Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B2 (the “H-B2 Bonds”) pursuant to an Indenture of Trust, dated as of July 1, 2016, by and between the Agency and the Trustee, in its capacity as trustee for the H-B2 Bonds. As set forth in the Indenture, the Bonds are subordinate in all respects to the Senior Obligations.

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE REVENUES AND OTHER FUNDS AND MONEYS PLEDGED AND ASSIGNED UNDER THE INDENTURE. NEITHER THE ISSUER, THE STATE OF CALIFORNIA (THE “STATE”), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE)

A-3 OHSUSA:765471458.4

NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH IN THE INDENTURE, AND NONE OF THE BONDS OR ANY OF THE ISSUER’S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF OR A MORAL OBLIGATION OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER. THE ISSUER HAS NO TAXING POWER.

All terms not herein defined shall have the meanings ascribed to them in the Indenture.

The Bonds are issuable as fully registered bonds without coupons in denominations of $100,000 or any dollar amount in excess thereof (herein “Authorized Denominations”). Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, for a like aggregate principal amount of Bonds of other Authorized Denominations.

The Bonds may only be held by, or transferred to, an Accredited Investor or an Approved Institutional Buyer (each as defined in the Indenture) executing and delivering an Investor Letter in the form attached as Exhibit B to the Indenture.

This Bond is transferable by the registered owner hereof, in person, or by its attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, in an Authorized Denomination or Denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Agency, the Trustee and the Bond Registrar may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Agency, the Trustee and the Bond Registrar shall not be affected by any notice to the contrary.

Interest on the Bonds

Interest Payment Date has the meaning set forth in the Indenture.

Record Date means the 15th day of the month prior to an Interest Payment Date.

Redemption of Bonds

The Bonds are subject to optional, mandatory and extraordinary redemption as set forth in the Indenture.

General Matters

The holder of this Bond shall have no right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, except as provided in the Indenture.

A-4 OHSUSA:765471458.4

No recourse shall be had for the payment of the principal of, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained, against any past, present or future member, director, officer, employee or agent of the Agency, or through the Agency, or any successor to the Agency, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, director, officer, employee or agent as such is hereby expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds.

Amendments Permitted

The Indenture contains provisions permitting the Agency and the Trustee to execute supplemental indentures with the written consent of the Bondholder Representative and the Owners of more than fifty-one percent (51%) in aggregate principal amount of Bonds at the time Outstanding, subject to certain conditions as set forth in the Indenture.

The Indenture also contains provisions permitting the Agency and the Trustee to execute supplemental indentures, without consent of the Owners of the Bonds, subject to certain conditions as set forth in the Indenture.

The Indenture prescribes the manner in which it may be discharged and after which the Bonds shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of transfer and exchange of Bonds and of payment of the principal of and interest on the Bonds as the same become due and payable, including a provision that under certain circumstances the Bonds shall be deemed to be paid if certain securities, as defined therein, maturing as to principal and interest in such amounts and at such times as to ensure the availability of sufficient moneys to pay the principal of, and interest on the Bonds and all necessary and proper fees, compensation and expenses of the Trustee shall have been deposited with the Trustee.

No member or officer of the Agency, nor any Person executing this Bond, shall in any event be subject to any personal liability or accountability by reason of the issuance of the Bonds.

It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California.

This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Bond Registrar.

In the event of any inconsistency between the provisions of this Bond and the provisions of the Indenture, the provisions of the Indenture shall control.

A-5 OHSUSA:765471458.4

IN WITNESS WHEREOF, the CALIFORNIA HOUSING FINANCE AGENCY has caused this Bond to be duly executed by the manual or facsimile signature of its Chair and attested by the manual or facsimile signature of its Secretary all as of the Dated Date set forth above.


By Chair

Attest:

Secretary

A-6 OHSUSA:765471458.4

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds issued under the provisions of and described in the within-mentioned Indenture.

Date of Authentication: _______________

WILMINGTON TRUST, NATIONAL ASSOCIATION

By_______________________________ Authorized Signer

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security Number or other identifying number of assignee)

(Please Print or Typewrite Name and Address of Assignee)

the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints_____________________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ________________.

Signature Guaranteed

___________________________ NOTICE: Signature(s) must be guaranteed by an eligible guaranty institution.

____________________________________ Signature NOTICE: The Signature to this assignment

must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

B-1 OHSUSA:765471458.4

EXHIBIT B FORM OF INVESTOR LETTER

[To be prepared on letterhead of Purchaser]

[Date]

California Housing Finance Agency Sacramento, California

Wilmington Trust, National Association 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626-7121 Attention: Corporate Trust Service

Re: California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1

Ladies and Gentlemen:

The undersigned (the “Investor”) hereby acknowledges receipt, [as transferee from the previous owner thereof,] of the above-referenced bonds (the “Bonds”), dated _________ and bearing interest from the date thereof, in fully registered form and in the aggregate principal amount of $_____________, constituting [all of] the Bonds currently outstanding.

The undersigned acknowledges that the Bonds were issued for the purpose of making a mortgage loan to Oxnard Pacific Associates II, a California Limited Partnership (the “Developer”) to assist in the financing of the construction and development of a certain multifamily rental housing development located in the City of Oxnard, California (the “Project”), as more particularly described in that certain Indenture, dated as of July 1, 2016 (the “Indenture”), by and between the California Housing Finance Agency (the “Agency”) and Wilmington Trust, National Association, as Trustee, which Indenture creates a security interest in Revenues for the benefit of the holders and owners of the Bonds.

In connection with the sale of the Bonds to the Investor, the Investor hereby makes the following representations upon which you may rely:

1. The Investor has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Investor in connection with the purchase of the Bonds.

2. The Investor is an Accredited Investor or an Approved Institutional Buyer (each as defined in the Indenture), and, therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to, and is able to, evaluate the risks and merits of the investment represented by the Bonds.

B-2 OHSUSA:765471458.4

3. The Bonds are being acquired by the Investor for investment and not with a view to, or for resale in connection with, any distribution of the Bonds, and the Investor intends to hold the Bonds for its own account and for an indefinite period of time, and does not intend at this time to dispose of all or any part of the Bonds. The Investor understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible.

4. The Investor understands that the Bonds are not registered under the 1933 Act and that such registration is not legally required as of the date hereof; and further understands that the Bonds (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable.

5. The Investor understands that (a) the Bonds are not secured by any pledge of any moneys received or to be received from taxation by the State of California or any political subdivision thereof and that the Agency has no taxing power, (b) the Bonds do not and will not represent or constitute a general obligation or a pledge of the faith and credit of the Agency, the State of California or any political subdivision thereof; and (c) the liability of the Agency with respect to the Bonds is limited to the Revenues as set forth in the Indenture.

6. The Investor acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and the Investor has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Developer, the Project and the Bonds and the security therefor so that, as a reasonable investor, the Investor has been able to make our decision to purchase the Bonds. The Investor acknowledges that it has not relied upon the Agency for any information in connection with the Investor’s purchase of the Bonds.

7. The Investor has made its own inquiry and analysis with respect to the Bonds and the security therefor, and other material factors affecting the security and payment of the Bonds. The Investor is aware that the business of the Developer involves certain economic variables and risks that could adversely affect the security for the Bonds.

8. The Investor acknowledges that it has the right to sell and transfer the Bonds, subject to the delivery to the Trustee of an investor’s letter from the transferee to the same effect as this Investor’s Letter, with no revisions except as may be approved in writing by the Agency. Failure to deliver such investor’s letter shall cause the purported transfer to be null and void. The Investor agrees to indemnify and hold harmless the Agency with respect to any claim asserted against the Agency that is based upon our sale, transfer or other disposition of the Bonds in violation of the provisions hereof, other than any claim that is based upon the willful misconduct of the Agency.

B-3 OHSUSA:765471458.4

Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Indenture.

Very truly yours,

[NAME OF INVESTOR]

By: Name: Title:

C-1 OHSUSA:765471458.4

EXHIBIT C LOAN FUND REQUISITION

Wilmington Trust, National Association, as Trustee

Re: California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1.

You are requested to disburse funds from the Loan Fund pursuant to Section 4.02 of the Indenture in the amount(s), to the person(s) and for the purpose(s) set forth in this requisition (the “Requisition”). The terms used in this requisition shall have the meaning given to those terms in the Indenture of Trust (the “Indenture”), dated as of July 1, 2016, by and between the California Housing Finance Agency and Wilmington Trust, National Association, as trustee, securing the above referenced Bonds.

REQUISITION NO.:

PAYMENT DUE TO:

AMOUNT(S) TO BE DISBURSED: $__________ from the Loan Fund

The undersigned Borrower hereby represents and warrants that the following information and certifications provided in connection with this Requisition are true and correct as of the date hereof:

1. Purposes for which disbursement is requested are specified in the attached Schedule.

2. Party or parties to whom the disbursements shall be made are specified in the attached Schedule (may be the undersigned in the case of reimbursement for advances and payments made or cost incurred for work done by the undersigned); provided, that no reimbursement shall be made for advances and payments made prior to [__________, 20___]).

3. The undersigned certifies that:

(a) the disbursement requested pursuant to this Requisition will be used solely to pay a cost or costs allowable under the Indenture;

(b) none of the items for which disbursement is requested pursuant to this Requisition has formed the basis for any disbursement previously made from the Loan Fund and all such items have been properly recorded in Borrower’s books and are set forth on the Schedule attached hereto, along with paid invoices attached for any sum for which reimbursement is requested and invoices or bills of sales for all other items;

C-2 OHSUSA:765471458.4

(c) all labor and materials for which disbursements have been requested have been incorporated into the Project in accordance with reasonable and standard building practices;

(d) the materials, supplies and equipment furnished or installed for the improvements are not subject to any lien or security interest or that the funds to be disbursed pursuant to this Requisition are to be used to satisfy any such lien or security interest;

(e) all of the funds being requisitioned are being used in compliance with all tax covenants set forth in the Indenture, the Financing Agreement and the Tax Certificate, including that none of the proceeds of the Bonds (including investment earnings thereon) will be used to provide an airplane, a skybox or any other private luxury box, any facility primarily used for gambling, health club facility or any store the principal business of which is the sale of alcoholic beverages for consumption off premises;

(f) Not less than 97% of the sum of:

(A) the amounts requisitioned by this Requisition; plus

(B) all amounts previously requisitioned and disbursed from the Loan Fund;

have been or will be applied by Borrower to pay the Costs of the Project;

(g) Borrower is not in default (and the funding of this Requisition will not cause Borrower to be in default) under the Financing Agreement or any Loan Documents to which it is a party and nothing has occurred to the knowledge of Borrower that would prevent the performance of its obligations under such documents;

(h) no amounts being requisitioned hereby will be used to pay, or reimburse, any costs of issuance incurred in connection with the issuance of the Bonds or pay debt service with respect to the Loan; and

(i) Funds deposited with Borrower for further disbursement to third parties shall be paid to such third parties by check dated the date of such deposit and Borrower reasonably expects such funds will be disbursed from its account within five Business Days of such deposit.

C-3 OHSUSA:765471458.4

IN WITNESS WHEREOF, the undersigned has executed this Requisition as of the day and date first above written.

OXNARD PACIFIC ASSOCIATES II, A CALIFORNIA LIMITED PARTNERSHIP By: TPC Holdings VI, LLC,

an Idaho limited liability company Its: Administrative General Partner

By: ________________________ Name: Caleb Roope Its: Manager By: Riverside Charitable Corporation a California nonprofit public benefit corporation Its: Managing General Partner

By: ________________________ Name: Kenneth Robertson

Its: President

[Signature page – Requisition – Gateway Station – 2016H-B1]

D-4 OHSUSA:765471458.4

CONSENTED TO BY:

MUFG UNION BANK, N.A., a national banking association as Issue H Funding Lender

By: ________________________________ Name: Title:

[Signature page – Requisition – Gateway Station – 2016H-B1]

OHSUSA:765522205.4

FUNDING LOAN AGREEMENT

by and between

MUFG UNION BANK, N.A.

and

CALIFORNIA HOUSING FINANCE AGENCY

dated as of July 1, 2016

relating to: $62,790,231

California Housing Finance Agency Multifamily Housing Revenue Note

(Gateway Station Apartments) 2016 Issue H

#2016-2729

TABLE OF CONTENTS

Page

-i- OHSUSA:765522205.4

ARTICLE I DEFINITIONS AND INTERPRETATION ............................................. 1 1.1 Definitions............................................................................................................. 1 1.2 Interpretation ......................................................................................................... 4 1.3 Recitals, Titles and Headings ................................................................................ 4

ARTICLE II REPRESENTATIONS AND WARRANTIES......................................... 5 2.1 Representations and Warranties of the Governmental Lender ............................. 5 2.2 Representations, Warranties and Covenants of the Bank ..................................... 6

ARTICLE III THE FUNDING LOAN ............................................................................ 7 3.1 Closing of the Funding Loan ................................................................................ 7 3.2 Commitment to Execute the Funding Loan Note ................................................. 8 3.3 Amount and Source of Funding Loan ................................................................... 8 3.4 Disbursement of Funding Loan Proceeds ............................................................. 8

ARTICLE IV LIMITED LIABILITY; NOTE REGISTER ............................................ 9 4.1 Limited Liability ................................................................................................... 9 4.2 Note Register ........................................................................................................ 9 4.3 Transfer of Funding Loan Note ............................................................................ 9

ARTICLE V REPAYMENT OF THE FUNDING LOAN .......................................... 10 5.1 Funding Loan Repayment ................................................................................... 10 5.2 Nature of the Governmental Lender’s Obligations ............................................. 11

ARTICLE VI FURTHER AGREEMENTS .................................................................. 12 6.1 Successor to the Governmental Lender .............................................................. 12 6.2 Additional Instruments........................................................................................ 12 6.3 Books and Records ............................................................................................. 12 6.4 Notice of Certain Events ..................................................................................... 12 6.5 Compliance with Usury Laws ............................................................................. 12 6.6 No Untrue Statements ......................................................................................... 13 6.7 No Arbitrage ....................................................................................................... 13 6.8 Limitation on Issuance Costs .............................................................................. 13 6.9 Federal Guarantee Prohibition ............................................................................ 14 6.10 Prohibited Facilities ............................................................................................ 14 6.11 Use Covenant ...................................................................................................... 14 6.12 Tax-Exempt Status of Funding Loan .................................................................. 14 6.13 Immunities and Limitations of Responsibility of Governmental Lender ........... 15

ARTICLE VII SECURITY ............................................................................................. 16 7.1 Security for the Funding Loan ............................................................................ 16 7.2 Delivery of Security ............................................................................................ 17

ARTICLE VIII AGENCY ................................................................................................ 17

Page

-ii- OHSUSA:765522205.4

8.1 Appointment of Bank as Agent ........................................................................... 17 8.2 Authority of the Bank ......................................................................................... 17 8.3 Successor Agent .................................................................................................. 18 8.4 Consent to Assignment ....................................................................................... 18 8.5 Power of Attorney ............................................................................................... 18 8.6 Acceptance .......................................................................................................... 19 8.7 Conditions ........................................................................................................... 19

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES ......................................... 19 9.1 Events of Default ................................................................................................ 19 9.2 Notice of Default; Opportunity to Cure .............................................................. 19 9.3 Remedies ............................................................................................................. 20 9.4 Attorneys’ Fees and Expenses ............................................................................ 20 9.5 No Remedy Exclusive......................................................................................... 20 9.6 No Additional Waiver Implied by One Waiver .................................................. 21 9.7 Actions Under Borrower Loan Documents ........................................................ 21 9.8 Application on Money Collected ........................................................................ 21 9.9 Suits to Protect the Security ................................................................................ 21

ARTICLE X MISCELLANEOUS ............................................................................... 21 10.1 Entire Agreement ................................................................................................ 21 10.2 Notices ................................................................................................................ 22 10.3 Assignments ........................................................................................................ 22 10.4 Severability ......................................................................................................... 22 10.5 Execution of Counterparts .................................................................................. 22 10.6 Amendments, Changes and Modifications ......................................................... 22 10.7 Governing Law; Venue ....................................................................................... 22 10.8 Term of Agreement ............................................................................................. 23 10.9 Survival of Agreement ........................................................................................ 23

EXHIBIT A FORM OF FUNDING LOAN NOTE

EXHIBIT B FORM OF INVESTOR LETTER

OHSUSA:765522205.4

FUNDING LOAN AGREEMENT

THIS FUNDING LOAN AGREEMENT, dated as of July 1, 2016 (the “Funding Loan Agreement”), is by and between MUFG UNION BANK, N.A. (together with any successor to its rights, duties and obligations hereunder, the “Bank”), and CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and political subdivision of the State of California (the “State”) created by the Zenovich-Moscone-Chacon Housing and Home Finance Act, consisting of Parts 1 through 4 of Division 31 of the California Health and Safety Code (the “Act”), (together with any successor to its rights, duties and obligations hereunder, the “Governmental Lender”).

For and in consideration of the mutual agreements hereinafter contained, the parties hereto agree as follows:

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions. The following words and terms as used in this Agreement shall have the following meanings unless the context or use otherwise requires:

“Act” means Zenovich-Moscone-Chacon Housing and Home Finance Act, consisting of Parts 1 through 4 of Division 31 of the California Health and Safety Code, as now in effect and as it may from time to time hereafter be amended or supplemented to apply to obligations incurred as of the Closing Date.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person.

“Approved Institutional Buyer” means (a) a “qualified institutional buyer” as defined in Rule 144A promulgated under the United Stated Securities Act of 1933, as in effect on the date hereof (the “Securities Act”); (b) an “accredited investor” as defined in Sections 501(a)(1) through (3) of Regulation D promulgated under the Securities Act; (c) an entity that is directly or indirectly wholly owned or controlled by the Bank (being a financial institution described in (a) above); (d) an entity all of the investors in which are described in (a), (b) or (c) above; or (e) a custodian or trustee for a party described in (a), (b) or (c) above.

“Assignment of Deed of Trust” means that certain Assignment of Deed of Trust and Related Documents dated July 1, 2016, executed by Governmental Lender in favor of Bank.

“B1 Bonds” means the California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B1.

“B2 Bonds” means the California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B2.

“Bank” means MUFG Union Bank, N.A., and its successors and assigns.

-2- OHSUSA:765522205.4

“Borrower” means Oxnard Pacific Associates II, a California Limited Partnership, and its successors and assigns.

“Borrower Loan” means the mortgage loan originated by the Governmental Lender to the Borrower in the principal amount of $62,790,231 pursuant to the terms of the Borrower Loan Agreement.

“Borrower Loan Agreement” means that certain Construction and Permanent Loan Agreement (Multifamily Housing Back to Back Loan Program), dated as of July 1, 2016, by and among the Borrower, the Governmental Lender and Bank, as amended and supplemented from time to time, pursuant to which the Borrower Loan is being made.

“Borrower Loan Documents” shall have the meaning ascribed in it in the Borrower Loan Agreement.

“Borrower Note” means that certain Promissory Note (Multifamily Housing Back to Back Loan Program) evidencing the Borrower Loan, executed by the Borrower in favor of Governmental Lender.

“Borrower Representative” means the any general partner of the Borrower and such additional Person or Persons, if any, duly designated by the Borrower in writing to act on behalf of the Borrower to be a Borrower Representative for purposes of the Borrower Loan Documents.

“Business Day” means a day other than a Saturday or Sunday on which the Bank is open for business for the funding of corporate loans.

“CDLAC” means the California Debt Limit Allocation Committee or any successor thereto.

“Closing Date” means July 29, 2016, being the date of execution and delivery of the Funding Loan Note for purposes of the Code.

“Code” means the Internal Revenue Code of 1986 as in effect on the date of execution and delivery of the Funding Loan Note and (except as otherwise referenced herein) as it may be amended, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

“Control” shall mean, with respect to any Person, either (i) ownership directly or through other entities of more than 50% of all beneficial equity interest in such Person, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise.

“County” means the County of Ventura, California.

“Deed of Trust” means the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing Construction Trust Deed (Multifamily Housing Back to Back Loan Program), executed by the Borrower and granting a security interest in the Development to the

-3- OHSUSA:765522205.4

deed of trust trustee identified therein for the benefit of the Governmental Lender and Bank to secure the Borrower’s obligations under the Borrower Note to repay the Borrower Loan, and all obligations related thereto under the Borrower Loan Agreement.

“Development” means the residential rental facility consisting of 240-unit multifamily rental housing development to be located within the City of Oxnard, California, on the site described in the Deed of Trust and Exhibit A to the Regulatory Agreement.

“Event of Default” means any of the events described as an event of default in Section 9.1 hereof.

“Funding Loan” means the loan originated hereunder by the Bank to the Governmental Lender in an aggregate principal amount of up to $62,790,231, evidenced by the Funding Loan Note, for the purpose of enabling the Governmental Lender to make the Borrower Loan to the Borrower pursuant to the terms of the Borrower Loan Agreement.

“Funding Loan Agreement” means this Funding Loan Agreement, as amended and supplemented from time to time.

“Funding Loan Note” means the promissory note evidencing the Funding Loan, executed by the Governmental Lender in favor of the Bank, in the form attached hereto as Exhibit A.

“Funding Loan Documents” means this Funding Loan Agreement, the Funding Loan Note, the Borrower Loan Agreement, the Regulatory Agreement, the Tax Certificate and the Assignment of Deed of Trust.

“Governmental Lender” means California Housing Finance Agency, a public instrumentality and political subdivision of the State of California (the “State”) created by the Zenovich-Moscone-Chacon Housing and Home Finance Act, consisting of Parts 1 through 4 of Division 31 of the California Health and Safety Code, and its successors and assigns.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a limited partnership, a trust, an unincorporated organization or a government or any agency or political subdivision thereof.

“Pledged Revenues” shall mean the amounts pledged under this Funding Loan Agreement to the payment of the principal of, prepayment premium, if any, and interest on the Funding Loan and the Funding Loan Note, consisting of all income, revenues, proceeds and other amounts to which the Governmental Lender is entitled (other than amounts received by the Governmental Lender with respect to the Reserved Rights) derived from or in connection with the Project and the Funding Loan Documents, including all loan payments due under the Borrower Loan Agreement and the Borrower Note and all amounts obtained through the exercise of the remedies provided in the Funding Loan Documents and all receipts credited under the provisions of this Funding Loan Agreement against said amounts payable.

“Regulations” means the tax regulations promulgated by the United States Department of the Treasury from time to time pursuant to the Code.

-4- OHSUSA:765522205.4

“Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 2016, by and between the Governmental Lender and the Borrower, as amended and supplemented from time to time in accordance with its terms,.

“Reserved Rights” means the Governmental Lender’s rights to enforce and receive payments of money directly and for its own purposes under Exhibit “C” to, and Sections 7.24, 7.27, 7.29 and 11.4 (solely as such Sections relate to the Governmental Lender) of the Borrower Loan Agreement, the Governmental Lender’s rights to inspect and audit the books, records and premises of the Borrower and of the Project, its right to collect attorneys’ fees and related expenses, its right to enforce the Borrower’s covenants to comply with applicable federal tax law and State law (including the Act and the rules and regulations of the Governmental Lender), its right to receive notices and to grant or withhold consents or waivers under the Regulatory Agreement and this Funding Loan Agreement, its rights to indemnification by the Borrower under Section 7.24 of the Borrower Loan Agreement and Section 9 of the Regulatory Agreement, and its rights to amend this Funding Loan Agreement and the Regulatory Agreement in accordance with the provisions hereof and thereof.

“Security” shall have the meaning ascribed to it in Section 7.1.

“State” means the State of California.

“Subordinate Bond Loans” means (i) the loan made by the Governmental Lender to the Borrower in the original principal amount of $5,000,000 with respect to the B1 Bonds, and (ii) the loan made by the Governmental Lender in the original principal amount of $25,000,000with respect to the B2 Bonds.

“Subordinate Bonds” means, collectively, the B1 Bonds and the B2 Bonds.

“Tax Certificate” means the Tax Certificate and Agreement of the Borrower and the Governmental Lender dated the Closing Date.

“Tax Counsel” means (a) Orrick, Herrington & Sutcliffe LLP, or (b) any attorney at law or other firm of attorneys selected by the Borrower and acceptable to the Governmental Lender and Bank of nationally recognized standing in matters pertaining to the federal tax status of interest on tax exempt obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America, but shall not include counsel for the Borrower.

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

1.3 Recitals, Titles and Headings. The terms and phrases used in the recitals of this Funding Loan Agreement have been included for convenience of reference only, and the meaning, construction and interpretation of all such terms and phrases for purposes of this Funding Loan

-5- OHSUSA:765522205.4

Agreement shall be determined by references to Section 1.1 hereof. The titles and headings of the articles and sections of this Funding Loan Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Funding Loan Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.

ARTICLE II REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Governmental Lender. The Governmental Lender makes the following representations and warranties:

(a) The Governmental Lender is a public instrumentality and politicalsubdivision of the State, duly organized and existing under the laws of the State.

(b) Under the provisions of the Act, the Governmental Lender has the power,and has taken all official actions necessary (i) to enter into the Funding Loan Documents to which it is a party, or (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate all other transactions on its part contemplated by this Funding Loan Agreement.

(c) The Funding Loan Documents to which the Governmental Lender is a partyhave been duly executed and delivered by the Governmental Lender and the Governmental Lender has taken such actions as are necessary to cause the Funding Loan Documents to which it is a party, when executed by the other respective parties thereto, to be valid and binding limited obligations of the Governmental Lender, enforceable against the Governmental Lender in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally.

(d) The execution and delivery of Funding Loan Documents to which it is aparty, the performance by the Governmental Lender of its obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby, will not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any agreement, instrument or commitment to which the Governmental Lender is a party or by which the Governmental Lender or any of its property is bound.

(e) The Governmental Lender has not been served with any action, suit,proceeding, inquiry or investigation or, to the knowledge of the Governmental Lender, no action, suit, proceeding, inquiry or investigation is threatened against the Governmental Lender by or before any court, governmental agency or public board or body which (i) affects or questions the existence or the territorial jurisdiction of the Governmental Lender or the title to office of any members of the governing board of the Governmental Lender; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Funding Loan Documents to which the Governmental Lender is a party, or the loaning of the Funding Loan as herein set forth; (iii) affects or questions the validity or enforceability of the Funding Loan Documents; or (iv) questions the

-6- OHSUSA:765522205.4

power or authority of the Governmental Lender to carry out the transactions on its part contemplated by the Funding Loan Documents.

(f) The revenues and receipts to be derived from the Borrower Loan Agreementand the Borrower Note have not been pledged by the Governmental Lender to secure any of its notes or bonds other than the Funding Loan evidenced by the Funding Loan Note.

(g) The Governmental Lender will not create, authorize or approve anymortgage, pledge, lien, charge or encumbrance of any kind on the Security or any part thereof prior to or on parity with the lien of this Funding Loan Agreement, except as expressly permitted or contemplated by the Funding Loan Documents.

(h) CDLAC has provided an allocation of the State of California’s 2016 privateactivity bond volume cap under section 146 of the Code to the Governmental Lender for the Funding Loan Note, the Governmental Lender has timely made any required carry forward election with respect to such allocation as required by the Code, and the Governmental Lender will comply with the requirements of the Code with respect to such allocation. The Governmental Lender has applied the alternative option under clause (2) of the first paragraph of Section 3.01 of IRS Notice 2011-63 with respect to the issue date of the Funding Loan Note; and, in connection therewith, has included the information on Form 8038 filed for the Funding Loan Note that is required by section 3.03 of said Notice.

Nothing in this Funding Loan Agreement shall be construed as requiring the Governmental Lender to provide any financing for the Development other than the proceeds of the Funding Loan, or to provide sufficient moneys for all of the costs of the Development.

2.2 Representations, Warranties and Covenants of the Bank. The Bank as of the date hereof, represents, warrants and covenants that:

(a) The Bank is a national banking association, organized and existing underthe laws of the United States and has full legal right, power and authority under the laws of the United States (i) to enter into this Funding Loan Agreement, the Borrower Loan Agreement and the Assignment Agreement, (ii) to perform its obligations hereunder, and (iii) to consummate the transactions on its part contemplated by this Funding Loan Agreement and the Borrower Loan Agreement.

(b) This Funding Loan Agreement, the Borrower Loan Agreement and theAssignment Agreement have been duly executed and delivered by the Bank and, when executed by the Governmental Lender and Borrower, as applicable, will constitute valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions affecting the rights of creditors generally.

(c) The execution and delivery of this Funding Loan Agreement, the BorrowerLoan Agreement and the Assignment Agreement, the performance by the Bank of its obligations hereunder and thereunder and the consummation of the transactions on its part contemplated hereby and thereby will not violate any law, regulation, rule or ordinance or any order, judgment or decree of any federal, state or local court and do not conflict with, or constitute a breach of, or

-7- OHSUSA:765522205.4

a default under, any document, instrument or commitment to which the Bank is a party or by which the Bank or any of its property is bound.

(d) The Bank has not been served with and, to the knowledge of the Bank, thereis no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or threatened against the Bank which (i) affects or seeks to prohibit, restrain or enjoin the loaning of the amounts set forth herein to the Governmental Lender or the execution and delivery of this Funding Loan Agreement, the Borrower Loan Agreement or the Assignment Agreement, (ii) affects or questions the validity or enforceability of this Funding Loan Agreement or the Borrower Loan Agreement, or (iii) questions the power or authority of the Bank to carry out the transactions on its part contemplated by, or to perform its obligations under, this Funding Loan Agreement and the Borrower Loan Agreement.

(e) Any certificate for the benefit of Governmental Lender signed by arepresentative of the Bank and delivered pursuant to this Funding Loan Agreement, the other Funding Loan Documents or the Borrower Loan Agreement shall be deemed a representation and warranty by the Bank as to the statements made therein.

ARTICLE III THE FUNDING LOAN

3.1 Closing of the Funding Loan. The closing of the Funding Loan shall not occur until the following conditions are met:

(a) the Bank shall have received an original executed counterpart of thisFunding Loan Agreement, the Funding Loan Note, the Assignment of Deed of Trust, the Regulatory Agreement, the Deed of Trust, the original of the Borrower Note endorsed by the Governmental Lender to the Bank, and all of the Borrower Loan Documents;

(b) no Event of Default nor any event which with the passage of time and/orthe giving of notice would constitute an Event of Default under this Funding Loan Agreement shall have occurred as evidenced by a certificate received from the Governmental Lender;

(c) the conditions to the closing of the Borrower Loan, the issuance of theBorrower Note and the initial disbursement of the Borrower Loan as set forth in Sections 4.1, 4.2 (including, but not limited to, Sections 4.2.2, 4.2.3, 4.2.6(b), and 4.2.9), and 5.1.1 of the Borrower Loan Agreement, shall have been satisfied in full;

(d) counsel to the Borrower shall have delivered an opinion in form satisfactoryto counsel to the Governmental Lender and counsel to the Bank regarding the enforceability against the Borrower of the Borrower Loan Documents to which the Borrower is a party;

(e) the initial owner of the Funding Loan Note shall have executed anddelivered a letter in the form of Exhibit B hereto; and

(f) all legal matters incident to the transactions contemplated by this FundingLoan Agreement shall be concluded to the reasonable satisfaction of Tax Counsel, counsel to the Governmental Lender and counsel to the Bank.

-8- OHSUSA:765522205.4

3.2 Commitment to Execute the Funding Loan Note. The Governmental Lender agrees to execute and deliver the Funding Loan Note simultaneously with the execution of this Funding Loan Agreement, the Borrower Loan Agreement, the Borrower Note, the Tax Certificate and the Regulatory Agreement.

3.3 Amount and Source of Funding Loan; Permanent Loan Sizing. The Bank hereby makes to the Governmental Lender and agrees to fund, and the Governmental Lender hereby accepts from the Bank, upon the terms and conditions set forth herein, the Funding Loan in an aggregate principal amount of up to $62,000,000, and agrees to have the proceeds of the Funding Loan applied and disbursed in accordance with the provisions of this Funding Loan Agreement.

Permanent Loan Sizing. Pursuant to the Borrower Loan Agreement, the amount of the Funding Loan and the Borrower Loan will be reduced on the Conversion Date to the Projected Permanent Phase Loan Amount (as defined in the Borrower Loan Agreement), or such greater amount as may be approved by the Bank in its sole and absolute discretion, provided that any such increase (a) shall not exceed 120% of the Projected Permanent Phase Loan Amount and (b) shall be accompanied by a No Adverse Tax Effect Opinion of Bond Counsel.

3.4 Disbursement of Funding Loan Proceeds.

(a) The Bank and the Governmental Lender hereby authorize and direct thefunding and disbursement by the Bank of the initial principal amount of the Funding Loan in the amount of $55,000 on the Closing Date, subject to the satisfaction of all the conditions specified in Section 3.1 above. On the date of execution and delivery of the Funding Loan Note, and the date of execution and delivery of the Borrower Note, such initial proceeds of the Funding Loan shall be disbursed by the Bank, on behalf of the Governmental Lender, to fund the Borrower Loan under and as provided in Section 5.1.2 of the Borrower Loan Agreement.

(b) The Bank and the Governmental Lender hereby authorize and direct thefunding and disbursement of the remaining principal amount of the Funding Loan (not referenced in Section 3.4(a) above) by the Bank, on behalf of the Governmental Lender, to fund the remaining principal of the Borrower Loan under and as provided in, and subject to the provisions of, Section 5 of the Borrower Loan Agreement (other than Section 5.1.1).

(c) Neither the Bank nor the Governmental Lender shall be responsible for theapplication by the Borrower of monies disbursed to the Borrower in accordance with this Section 3.4.

(d) From and after the earlier of (i) the Conversion Date (as defined in theBorrower Loan Agreement), or (ii) the date which is three years after the Closing Date), no further advances of the Funding Loan shall occur.

(e) The Bank shall maintain a ledger indicating amounts advanced on theFunding Loan and the outstanding principal amount of the Funding Loan Note; and absent manifest error, such ledger shall be conclusive evidence of the amounts so advanced and the outstanding principal amount of the Funding Loan Note. The Bank shall provide, upon written request of the Governmental Lender, a written notice to the Governmental Lender describing the

-9- OHSUSA:765522205.4

date of each disbursement of the Funding Loan and the amount of each disbursement thereof made by Bank.

ARTICLE IV LIMITED LIABILITY; NOTE REGISTER

4.1 Limited Liability. All obligations and any liability of the Governmental Lender hereunder, under the Funding Loan Note, under the other Funding Loan Documents and under the Borrower Loan Documents shall be limited, special obligations of the Governmental Lender, payable solely and only from amounts received from the Borrower under the Borrower Loan Agreement, the Borrower Note and the other Borrower Loan Documents, as further described in Article V hereof. None of the Governmental Lender, the State, or any of its political subdivisions shall be directly, indirectly, contingently or morally obligated to use any other moneys or assets to pay all or any portion of the debt service due on the Funding Loan or to satisfy any other monetary obligations of the Governmental Lender under the Funding Loan Documents, to levy or to pledge any form of taxation whatever therefor or to make any appropriation for its payment. The repayment of the Funding Loan is not secured by a pledge of the faith and credit of the Governmental Lender, the State or any of its political subdivisions nor does the Funding Loan constitute indebtedness within the meaning of any constitutional or statutory debt limitation. The Governmental Lender has no taxing power.

4.2 Note Register. The Funding Loan Note shall be in fully registered form. The Bank shall maintain records (the “Note Register”) as to the owner of the Funding Loan Note. Any transfer by the Bank of its ownership of the Funding Loan Note (or by any subsequent transferee of the Funding Loan Note) shall be recorded by the Bank in the Note Register.

4.3 Transfer of Funding Loan Note.

(a) The Funding Loan Note and the Funding Loan may, in accordance with theterms of this Funding Loan Agreement but in any event subject to the provisions of Section 4.3(b) and (c) hereof, be transferred by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of the Funding Loan Note for cancellation at the office of the Governmental Lender, accompanied by a written instrument of transfer in a form acceptable to the Governmental Lender, duly executed. Whenever the Funding Loan Note shall be surrendered for transfer, the Governmental Lender shall execute and deliver to the transferee thereof a new Funding Loan Note in the name of the transferee as beneficiary thereof.

(b) Notwithstanding any other provision hereof, the Funding Loan Note maynot be registered in the name of, or transferred to, any person except an Approved Institutional Buyer that executes and delivers to the Governmental Lender and Bank a letter substantially in the form attached hereto as Exhibit B; provided, however, that no such letter is required to be executed in connection with a transfer of the Funding Loan Note to an Affiliate of the Bank.

Nothing contained in this Section 4.3(b) shall be deemed to limit or otherwise restrict the sale by any owner of the Funding Loan Note of any participation interests in the Funding Loan Note; provided that (i) such owner shall remain the owner of record in the Note Register of the Funding Loan Note following the sale of any such participation interest; (ii) the

-10- OHSUSA:765522205.4

purchaser of the participation interest is an Approved Institutional Buyer; (iii) any such participation shall be in a principal amount of at least $250,000 or, if less, the then outstanding principal amount of the Funding Loan Note; and (iv) the purchaser of such participation interest shall provide a holder letter to the Governmental Lender and the Bank substantially in the form of Exhibit B hereto.

(c) The Funding Loan Note may only be transferred in whole.

(d) The Governmental Lender may require the payment by the entity requestingany such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer. The cost of printing any new Funding Loan Note and any services rendered or any out-of-pocket expenses incurred by the Governmental Lender in connection therewith shall be paid by the transferor of the Funding Loan Note.

(e) The Bank shall indemnify and defend the Governmental Lender against anyclaim brought by any transferor or transferee of the Funding Loan Note in respect of the Borrower Loan Documents in the event that the Bank permits a transfer of the Funding Loan Note in violation of the restrictions in Sections 4.3(b) and (c) above.

ARTICLE V REPAYMENT OF THE FUNDING LOAN

5.1 Funding Loan Repayment.

(a) The Funding Loan shall be evidenced by the Funding Loan Note which shallbe executed by the Governmental Lender in the form attached hereto as Exhibit A. The Governmental Lender agrees to pay to the Bank, but only from amounts received by the Governmental Lender (or the Bank, in its capacity as agent for the Governmental Lender under this Funding Loan Agreement) from the Borrower pursuant to the Borrower Loan Agreement, the Borrower Note and the other Borrower Loan Documents, principal of and interest on the Funding Loan at the times, in the manner, in the amount and at the rate of interest provided in the Funding Loan Note and this Funding Loan Agreement. The Funding Loan and Funding Loan Note shall be senior in right of payment and security to the Subordinate Bonds and all debt service payments (including, but not limited to, interest and principal, whether at maturity or by mandatory sinking fund payments, redemption, acceleration or otherwise) on the Subordinate Bonds, the Subordinate Loans, and all other payment obligations of the Borrower with respect to the Subordinate Bonds.

(b) The Governmental Lender further agrees to cause the Borrower to pay,solely by the execution of the Borrower Loan Agreement and the assignment thereof to the Bank and appointment of the Bank as agent for the Governmental Lender under this Funding Loan Agreement, all late charges and prepayment penalties as set forth in the Funding Loan Note, all taxes and assessments, general or special, including, without limitation, all ad valorem taxes, concerning or in any way related to the Development, or any part thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments; provided, however, that the Governmental Lender reserves the right to contest in good faith the legality of any tax or governmental charge concerning or in any way

-11- OHSUSA:765522205.4

related to the Development and the Governmental Lender’s obligations hereunder will be limited as provided in Sections 4.1, 5.2 and 6.14 hereof.

(c) The Governmental Lender further agrees, subject to Sections 4.1, 5.2 and6.14 hereof, to cause the Borrower to pay to the Bank, solely by the execution of the Borrower Loan Agreement and the assignment thereof to the Bank and appointment of the Bank as agent for the Governmental Lender under this Funding Loan Agreement, on the Closing Date a loan fee equal to $627,902.

5.2 Nature of the Governmental Lender’s Obligations. The Governmental Lender shall repay the Funding Loan Note, but only from Pledged Revenues and other amounts received by the Governmental Lender or the Bank (in its capacity as assignee of the Governmental Lender under this Funding Loan Agreement) from the Borrower pursuant to the Borrower Loan Agreement, the Borrower Note and the other Borrower Loan Documents, pursuant to the terms of the Funding Loan Note irrespective of any rights of set-off, recoupment or counterclaim the Governmental Lender might otherwise have against the Bank or any other person. The Governmental Lender will not suspend, discontinue or reduce any such payment or (except as expressly provided herein) terminate this Funding Loan Agreement for any cause, including, without limiting the generality of the foregoing, (i) any delay or interruption in the acquisition, construction or operation of the Development; (ii) the failure to obtain any permit, order or action of any kind from any governmental agency relating to the Funding Loan or the Development; (iii) any event constituting force majeure; (iv) any acts or circumstances that may constitute commercial frustration of purpose; (v) any change in the laws of the United States of America, the State or any political subdivision thereof; or (vi) any failure of the Governmental Lender or the Bank to perform or observe any covenant whether expressed or implied, or to discharge any duty, liability or obligation arising out of or connected with the Funding Loan Note; it being the intention of the parties that, as long as the Funding Loan Note or any portion thereof remains outstanding and unpaid, the Governmental Lender shall be obliged to repay the Funding Loan, but only from amounts received by the Governmental Lender or the Bank (in its capacity as assignee of the Governmental Lender under this Funding Loan Agreement) from the Borrower pursuant to the Borrower Loan Agreement, the Borrower Note and the other Borrower Loan Documents. This Section 5.2 shall not be construed to release the Governmental Lender from any of its obligations hereunder, or, except as provided in this Section 5.2, to prevent or restrict the Governmental Lender from asserting any rights which it may have against the Bank under the Funding Loan Note or under any provision of law or to prevent or restrict the Governmental Lender, from prosecuting or defending any action or proceeding by or against the Bank or the Borrower or taking any other action to protect or secure its rights, or to prevent or restrict the Bank from asserting any rights which it may have against the Borrower.

Notwithstanding the foregoing, neither the members of the governing board of the Governmental Lender nor the officers or agents of the Governmental Lender shall be personally liable for the amounts owing under this Funding Loan Agreement, the Funding Loan Note or any of the other Funding Loan Documents; and the Bank’s remedies in the event of a default under the Funding Loan shall be limited to those remedies set forth in Section 9.3 hereof and, if a default also exists under the Borrower Loan Agreement or the Borrower Note, to commence foreclosure under Deed of Trust and the other Borrower Loan Documents and the exercise of the power of sale or other rights granted thereunder. In the event of a default hereunder or under the Funding Loan Note, the

-12- OHSUSA:765522205.4

Bank shall not have the right to proceed directly against the Governmental Lender or the right to obtain a deficiency judgment from the Governmental Lender after foreclosure. Nothing contained in the foregoing shall limit any rights or remedies the Governmental Lender or Bank may have against the Borrower.

ARTICLE VI FURTHER AGREEMENTS

6.1 Successor to the Governmental Lender. The Governmental Lender will at all times use its best efforts to maintain the powers, functions, duties and obligations now reposed in it pursuant to law or assure the assumptions of its obligations hereunder by any public trust or political subdivision succeeding to its powers.

6.2 Additional Instruments. The Governmental Lender hereby covenants to execute and deliver, or cause to be executed and delivered, at the expense of the Borrower, such additional instruments and to perform such additional acts, or cause the performance of such additional acts, as may be necessary, in the written opinion of the Bank, acting in good faith, to carry out the intent of this Funding Loan Agreement and the Funding Loan Note or to perfect or give further assurances of any of the rights granted, or provided for in this Funding Loan Agreement, the Assignment of Deed of Trust or the other Funding Loan Documents.

6.3 Books and Records. The Governmental Lender shall, solely by the execution of the Borrower Loan Agreement and the assignment thereof to the Bank, and subject to the provisions of Sections 4.1, 5.2 and 6.14 hereof, cause the Borrower to permit the Bank or its duly authorized representatives access during normal business hours to the books and records of the Borrower pertaining to the Borrower Loan and the Development, and to make such books and records available for audit and inspection, at reasonable times and under reasonable conditions to the Governmental Lender, the Bank and their duly authorized representatives, and at the sole expense of the Borrower.

6.4 Notice of Certain Events. The Governmental Lender hereby covenants to advise the Bank promptly in writing of the occurrence of any Event of Default under and as defined in the Borrower Loan Agreement, Regulatory Agreement or the other Funding Loan Documents of which it has received written notice, or any event which, with the passage of time or service of notice, or both, would constitute an Event of Default thereunder of which it has received written notice, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. In Section 7.23 of the Borrower Loan Agreement, the Borrower has agreed to advise the Governmental Lender and the Bank promptly in writing of the occurrence of any Event of Default (as defined in the Borrower Loan Agreement).

6.5 Compliance with Usury Laws. Notwithstanding any other provision of this Funding Loan Agreement, it is agreed and understood that in no event shall this Funding Loan Agreement, with respect to the Funding Loan Note, be construed as requiring the Governmental Lender or any other person to pay interest and other costs or considerations that constitute interest under any applicable law which are contracted for, charged or received pursuant to this Funding Loan Agreement in an amount in excess of the maximum amount of interest allowed under any applicable law.

-13- OHSUSA:765522205.4

In the event of any acceleration of the payment of the principal amount of the Funding Loan Note, that portion of any interest payment in excess of the maximum legal rate of interest, if any, provided for in this Funding Loan Agreement or related documents shall be cancelled automatically as of the date of such acceleration, or if theretofore paid, credited to the principal amount.

The provisions of this Section prevail over any other provision of this Funding Loan Agreement.

6.6 No Untrue Statements. Neither this Funding Loan Agreement nor any other document, certificate or written statement furnished to the Bank by the Governmental Lender, contains to the best of its knowledge any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading or incomplete as of the date hereof. It is specifically understood by the Governmental Lender that all such statements, representations and warranties shall be deemed to have been relied upon by the Bank as an inducement to make the Funding Loan and that if any such statements, representations and warranties were materially incorrect at the time they were made, the Bank may consider any such misrepresentation or breach an Event of Default.

No document, certificate or written statement furnished to the Governmental Lender by the Bank contains to the best of its knowledge any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading or incomplete as of the date hereof.

6.7 No Arbitrage. Solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, the Governmental Lender shall not take nor permit nor suffer to be taken, any action with respect to the proceeds of the Funding Loan Note which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Funding Loan Note to be an “arbitrage bond” within the meaning of section 148 of the Code and the Regulations promulgated thereunder. The Governmental Lender covenants, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, to cause the Borrower to rebate to the United States Treasury any amounts which are required to be rebated thereto pursuant to the Code and any regulations promulgated thereunder with respect to the Funding Loan and the Borrower shall cause payment of an amount equal to excess investment earnings with respect to the Funding Loan, to the United States in accordance with the Regulations, all at the sole expense of the Borrower.

6.8 Limitation on Issuance Costs. The Governmental Lender shall assure, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, that, from the proceeds of the Funding Loan Note received from the Bank and investment earnings thereon, an amount not in excess of two percent (2%) of the amount of the Funding Loan advanced by the Bank shall be used to pay for, or provide for the payment of costs associated with the issuance, execution and delivery of the Funding Loan Note. For this purpose, if the fees of the Bank are retained as a discount on the purchase of the Funding Loan Note, such retention shall be deemed to be an expenditure of proceeds of the Funding Loan for said fees.

-14- OHSUSA:765522205.4

6.9 Federal Guarantee Prohibition. The Governmental Lender shall take no action nor, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, permit nor suffer any action to be taken if the result of the same would be to cause the Funding Loan Note to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

6.10 Prohibited Facilities. The Governmental Lender, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, shall assure that no portion of the proceeds of the Funding Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. The Governmental Lender, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, shall assure that no portion of the proceeds of the Funding Loan shall be used for an office unless the office is located on the premises of the facilities constituting the Development and unless not more than a de minimus amount of the functions to be performed at such office is not related to the day-to-day operations of the Development.

6.11 Use Covenant. Solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, the Governmental Lender shall not use or knowingly permit the use of any proceeds of Funding Loan or any other funds of the Governmental Lender, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in the Funding Loan Note not meeting the requirements of Section 142(d) of the Code as applicable to the Development.

6.12 Limitation of Expenditure of Proceeds. The Governmental Lender shall assure, solely in reliance upon the covenants and representations of the Borrower in the Borrower Loan Agreement, in the Regulatory Agreement and in the Tax Certificate, that not less than 97 percent of the amount advanced on the Funding Loan, plus premium (if any) paid on the purchase of the Funding Loan Note by the original purchaser thereof from the Governmental Lender, less any original discount, are used for Qualified Project Costs (as defined in the Regulatory Agreement) and that less than 25 percent of such amount is used for land or an interest in land.

6.13 Tax-Exempt Status of Funding Loan. The Governmental Lender covenants to and for the benefit of the Bank that, notwithstanding any other provisions of this Funding Loan Agreement or any other instrument, it will:

(a) not knowingly take or cause to be taken any action or actions, or knowinglyfail to take any action or actions, which would cause the interest payable on the Funding Loan Note to be includable in gross income for federal income tax purposes;

(b) whenever and so often as requested by Bank, the Governmental Lender (atthe sole cost and expense of the Borrower) shall do and perform all acts and things permitted by law and necessarily desirable in order to assure the interest paid by the Governmental Lender on the Funding Loan Note will be excluded from the gross income of the owner of the Funding Loan Note for federal income tax purposes pursuant to Section 103 of the Code, except in the event

-15- OHSUSA:765522205.4

where any owner of the Funding Loan Note is a “substantial user” of the facilities financed with the Funding Loan or a “related person” within the meaning of Section 147(a) of the Code;

(c) not knowingly take any action nor, solely in reliance of the covenants andrepresentations of the Borrower in the Borrower Loan Agreement, the Regulatory Agreement and the Tax Certificate, knowingly permit or suffer any action to be taken if the result of the same would be to cause the Funding Loan Note to be “federally guaranteed” within the meaning of Section 149(b) of the Code of the Regulations.

For purposes of this Section 6.13 the Governmental Lender’s compliance shall be based solely on matters within the Governmental Lender’s knowledge and control and no acts, omissions or directions of the Borrower, the Bank or any other Persons shall be attributed to the Governmental Lender.

In complying with the foregoing covenants, the Governmental Lender may rely from time to time on an opinion of Tax Counsel.

6.14 Immunities and Limitations of Responsibility of Governmental Lender.

(a) The Governmental Lender shall be entitled to the advice of counsel, and theGovernmental Lender shall be wholly protected as to action taken or omitted in reliance on such advice. The Governmental Lender may rely conclusively on any written or other document furnished to it hereunder or under the Borrower Loan Agreement and reasonably believed by it to be genuine. The Governmental Lender shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any person, except its own officers and employees. When any payment or consent or other action by it is called for hereby, it may defer such action pending receipt of such evidence (if any) as it may require in support thereof. The Governmental Lender shall not be required to take any remedial action (other than the giving of notice) hereunder or under any of the other Funding Loan Documents unless indemnity in a form acceptable to the Governmental Lender is furnished for any expense or liability to be incurred in connection with such remedial action. The Governmental Lender shall be entitled to reimbursement from the Borrower for its expenses reasonably incurred or advances reasonably made, with interest at the maximum rate of interest permitted under applicable law, in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act which the Governmental Lender may have shall be construed as a requirement to act; and no delay in the exercise of a right or power shall affect its subsequent exercise of the right or power.

(b) A default by the Borrower in any of its covenants, representations andagreements in the Borrower Loan Agreement, Regulatory Agreement or Tax Certificate on which the Governmental Lender is relying in the various sections of this Article VI shall not be considered a default hereunder by the Governmental Lender.

(c) The Borrower has indemnified the Governmental Lender against certainacts and events as set forth in Section 7.24 of the Borrower Loan Agreement and Section 9 of the Regulatory Agreement. Such indemnities shall survive payment of the Funding Loan and discharge of this Funding Loan Agreement.

-16- OHSUSA:765522205.4

ARTICLE VII SECURITY

7.1 Security for the Funding Loan. To secure the payment of the Funding Loan and the Funding Loan Note, the Governmental Lender hereby grants, bargains, sells, conveys, assigns, transfers, hypothecates, pledges and sets over to the Bank (excepting only the Reserve Rights) a lien on and security interest in the following described property (collectively, the “Security”):

(a) All right, title and interest of the Governmental Lender in, to and under theBorrower Loan Agreement and the Borrower Note, including, without limitation, all rents, revenues and receipts derived by the Governmental Lender from the Borrower relating to the Development and, including, without limitation, all Pledged Revenues, income, revenues, proceeds and other amounts to which Governmental Lender is entitled to derive from or in connection with the Development and the Borrower Loan Documents, including all amounts due under the Borrower Loan Agreement, the Borrower Note or the other Borrower Loan Documents and all amounts obtained after the exercise of the remedies provided in the Borrower Loan Documents and all receipts credited under the provisions of the Borrower Loan Agreement against said amounts payable;

(b) All right, title and interest of the Governmental Lender in, to and under theother Borrower Loan Documents, together with all rights, remedies, privileges and options pertaining to, the Borrower Loan Documents, and all other payments, revenues and receipts derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Borrower Loan Documents;

(c) All right, title and interest of the Governmental Lender in and to (i) the rightto collect and receive net proceeds of any policy of insurance maintained pursuant to the Borrower Loan Documents; (ii) any award or payment becoming payable to Governmental Lender under the Borrower Loan Documents by reason of any condemnation of the Development, any improvements located thereon or any conveyance in lieu of condemnation; and (iii) any bankruptcy, insolvency, reorganization or condemnation proceeding involving the Borrower or any Loan Party (as defined in the Borrower Loan Agreement) with respect to the Borrower Loan Documents; and

(d) Any and all other real or personal property of every kind and nature ordescription, which may from time to time hereafter, by delivery or by writing of any kind, be subject to the lien of this Funding Loan Agreement as additional security by Governmental Lender or anyone on its part or with its consent or which pursuant to any of the provisions hereof or the Borrower Loan Documents may come into the possession or control of the Funding Lender.

The pledge and assignment of the security interest granted in the Security pursuant to this Section 7.1 for the payment of principal of, premium, if any, and interest on the Funding Loan Note, in accordance with its terms and provisions and for the payment of all other amounts due hereunder, shall attach and be valid and binding from and after the time of the delivery of the Funding Loan Note by the Governmental Lender. The Security so pledged and/or thereafter received by Governmental Lender or the Bank shall immediately be subject to the lien of such pledge and security interest without any physical delivery or recording thereof or further act, and

-17- OHSUSA:765522205.4

the lien of such pledge and security interest shall be valid and binding and prior to the claims of any and all parties having claims of any kind whether in tort, contract or otherwise against Governmental Lender irrespective of whether such parties have notice thereof.

7.2 Delivery of Security. In connection with such pledge, assignment, transfer and conveyance of the Security pursuant to Section 7.1, Governmental Lender shall deliver to Bank the following documents or instruments promptly following the execution and, to the extent applicable, their recordation or filing:

(a) The Borrower Note endorsed without recourse to the Bank by theGovernmental Lender;

(b) The Borrower Loan Agreement, Regulatory Agreement, Deed of Trust andthe other Borrower Loan Documents existing on the Closing Date and the Assignment of Deed of Trust assigning for security purposes and without recourse the Deed of Trust and Borrower Loan Documents from the Governmental Lender to the Bank;

(c) Uniform Commercial Code financing statements or other chattel securitydocuments giving notice of Bank’s status as an assignee of the Governmental Lender’s security interest in any personal property forming a part of the Development; and

(d) Uniform Commercial Code financing statements giving notice of the pledgeby the Governmental Lender of the Security pledged under this Funding Loan Agreement, in forms provided by the Bank.

The Governmental Lender shall deliver and deposit with the Bank such additional documents, financing statements and instruments as the Bank may reasonably request in writing from time to time for the purpose of better perfecting and assuring to the Bank its lien and security interest in and to the Security in each case in forms provided by the Bank and at the expense of the Borrower.

ARTICLE VIII AGENCY

8.1 Appointment of Bank as Agent. The Governmental Lender hereby irrevocably appoints the Bank as its agent with full authority and power to act on its behalf for the purposes set forth herein and to do all other acts necessary or incidental to the performance and execution thereof, except for the Reserved Rights.

8.2 Authority of the Bank. The Bank is authorized and agrees to advance monies on behalf of the Governmental Lender to fund the Borrower Loan upon satisfaction of the conditions set forth in the Borrower Loan Agreement and otherwise to act on behalf of the Governmental Lender under the Borrower Loan Documents, except for the Reserved Rights. Except for the Reserved Rights, the Bank is hereby authorized, directed and empowered to exercise all the rights, powers or remedies of the Governmental Lender under the Borrower Loan Agreement and the other Borrower Loan Documents, and to make all determinations and exercise all options and elections thereunder, without the necessity of further advice or consultation with, or consent or authorization by, the Governmental Lender, and all actions taken by the Bank under the Borrower

-18- OHSUSA:765522205.4

Loan Agreement or any of the other Borrower Loan Documents shall be valid and shall have the same force and effect, as if taken by the Governmental Lender. The Bank shall have the right to exercise any rights, remedies, conferred on the Governmental Lender pursuant to the Borrower Loan Documents (except for the Reserved Rights) as may be necessary or convenient to (i) enforce the payment of any amounts owing by Borrower under the Borrower Loan Documents and prepayments thereof, or (ii) otherwise to protect the interest of the Governmental Lender or Bank upon a default by Borrower under the Borrower Loan Documents. The Bank agrees to provide the Governmental Lender any notices given by it or delivered to it pursuant to the Borrower Loan Agreement regarding the occurrence of an Event of Default (as defined in the Borrower Loan Agreement), the acceleration of the Borrower Loan or the foreclosure of the Deed of Trust and shall provide written notice to Governmental Lender of any amendment to the Borrower Note or the Borrower Loan Agreement. The Bank shall have the right to collect all payments and other amounts received by the Governmental Lender from or on behalf of the Borrower pursuant to the Borrower Loan Agreement or the other Borrower Loan Documents,” including prepayments thereof, except for payments of fees owing by the Borrower to the Governmental Lender in respect of the Reserved Rights.

8.3 Successor Agent. Anything herein to the contrary notwithstanding, any corporation or association into which the Bank may be converted or merged or with which it may be consolidated or to which it may sell or transfer its business and assets as a whole or substantially as a whole or any corporation or association resulting from any conversion, sale, merger, consolidation or transfer to which it is a party will, ipso facto, be and become the Bank hereunder and vested with all of the title to the whole property and all the powers, discretion, immunities, privileges, obligations and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of the parties hereto.

8.4 Consent to Assignment. The Governmental Lender agrees that Bank shall have the right to assign all of its rights under this Agreement, and under all instruments and documents executed by the Governmental Lender pursuant to this Agreement, to an Affiliate of Bank, or to a subsequent owner of all of the Funding Loan Note and the Funding Loan as permitted under Section 4.3 or an Affiliate thereof. The Bank will advise the Governmental Lender in writing of any such assignment and the Governmental Lender will execute and deliver to Bank any documents (at the expense of the Bank) necessary to effectuate such assignment in forms provided by the Bank, and will not take any action to impair Bank’s right to assign such rights pursuant to this Section.

8.5 Power of Attorney. The Governmental Lender hereby irrevocably makes, constitutes and appoints the Bank (and any of the Bank’s officers, employees or agents, as appropriate and as designated by the Bank) as the Governmental Lender’s true and lawful attorney-in-fact with full power of substitution, subject to the Reserved Rights, to (a) sign in the name of the Governmental Lender any assignments, notices of default, notices of election to sell, assignments and substitutions of trustee or similar documents necessary or appropriate to enforce the remedies of the Governmental Lender under the Borrower Loan Agreement, the Borrower Note, the Deed of Trust or any of the other Borrower Loan Documents, including complaints, motions and any other pleadings necessary to secure the appointment of a receiver under the Deed of Trust, (b) to appear in any bankruptcy, insolvency, reorganization, condemnation or other action or proceeding, and (c) to prepare applications for, negotiate and settle claims, and collect any

-19- OHSUSA:765522205.4

distribution, award or other amount becoming payable through or as the result of (i) any such proceedings, (ii) any insured or uninsured casualty loss, or (iii) any condemnation, taking or conveyance in lieu of condemnation of any of the assets that are the subject of the Borrower Loan Agreement, the Borrower Note, the Deed of Trust or the other Borrower Loan Documents. The power of attorney granted by the Governmental Lender to the Bank hereunder, being coupled with the Bank’s interest in the Funding Loan, is irrevocable until all of the obligations of Governmental Lender under the Funding Loan Note have been satisfied and discharged in full.

8.6 Acceptance. The Bank hereby accepts the assignments and pledge made herein for the purpose of securing the payments due pursuant to the Funding Loan Agreement.

8.7 Conditions. This Article VIII shall confer no obligations or impose no duties upon the Bank beyond those expressly provided in this Funding Loan Agreement and the Borrower Loan Agreement. This Article VIII shall confer no obligations or impose no duties upon the Governmental Lender beyond those expressly provided in this Funding Loan Agreement.

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES

9.1 Events of Default. Each of the following shall be an “Event of Default”:

(a) The Governmental Lender shall fail to perform or observe any of itscovenants or agreements contained in this Funding Loan Agreement or the Funding Loan Note including the failure to pay any installment of interest or principal under the Funding Loan Note, and such failure shall continue during and after the period specified in Section 9.2; or

(b) Any representation or warranty of the Governmental Lender hereunder shallbe determined by the Bank to have been false in any material respect when made; or

(c) The Borrower shall fail to pay to the Governmental Lender when due theamounts required to be paid under the Borrower Loan Agreement or the Borrower Note, including a failure to repay any amounts which have been previously paid but are recovered, attached or enjoined pursuant to any insolvency receivership, liquidation or similar proceedings after the expiration of any curative provision contained therein; or

(d) the occurrence of any other Event of Default under and as defined in theBorrower Loan Agreement.

9.2 Notice of Default; Opportunity to Cure. No default under Section 9.1(a) hereof shall constitute an Event of Default until:

(a) The Governmental Lender by registered or certified mail, shall havereceived notice of such default specifying the same and stating that such notice is a “Notice of Default”; and

(b) The Governmental Lender shall have had 30 days after receipt of suchnotice to correct the default and shall not have corrected it; provided, however, that if the default stated in the notice is of such a nature that it cannot be corrected within 30 days, such default shall

-20- OHSUSA:765522205.4

not constitute an Event of Default hereunder so long as (i) the Governmental Lender or the Borrower institutes corrective action within said 30 days, and diligently pursues such action until the default is corrected, but in no event later than 60 days after the occurrence of such Event of Default, and (ii) in the opinion of the Tax Counsel to the Governmental Lender, the failure to cure said default within 30 days will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Funding Loan Note. The Governmental Lender may, but shall not in any way be required to, correct a default on behalf of the Borrower under the Borrower Loan Agreement or a Borrower Note.

9.3 Remedies. Whenever any Event of Default under Section 9.1 hereof shall have happened and be continuing, the Bank may take whatever remedial steps as may be allowed under the law, this Funding Loan Agreement and the other Funding Loan Documents. Upon the occurrence of an Event of Default, the Bank may (i) by notice in writing to the Governmental Lender, declare the principal of all the Funding Loan Note then outstanding, and the interest accrued and premium thereon, to be due and payable immediately, upon any such declaration the same shall become and shall be immediately due and payable, anything in this Funding Loan Agreement or in the Funding Loan Note contained to be contrary notwithstanding, and/or (ii) pursue such other remedies as are permitted under applicable law, subject in any event to theprovisions of Sections 4.1, 5.2 and 6.14 hereof. Upon the occurrence and during the continuanceof an Event of Default, Bank shall have all rights, powers and remedies with respect to the Securityas are available under the Uniform Commercial Code applicable thereto or as available under anyother applicable law at the time in effect and, without limiting the generality of the foregoing, theBank may proceed at law or in equity or otherwise, to the extent permitted by applicable law: (a)to take possession of the Security or any part thereof, with or without legal process, and to hold,service and administer and enforce any rights thereunder or thereto, and otherwise exercise allrights of ownership thereof, including (but not limited) the sale of all or any part of the Security;(b) to become mortgagee of record for the Borrower Loan; (c) to take such actions necessary toenforce the Borrower Loan Documents and the Funding Loan Documents on its own behalf, totake such alternate courses of action, as it may deem appropriate; or (d) to take such steps to protectand enforce its rights whether by action, suit or proceeding and equity or at law for the specificperformance of any term, condition or agreement in this Funding Loan Agreement, the FundingLoan Note or the other Funding Loan Documents or in and on the execution of any power hereingranted, or for the foreclosure hereunder, or for the enforcement of any other appropriate legal orequitable remedy or otherwise as the Bank may elect, subject in any event to the Reserved Rights.

9.4 Attorneys’ Fees and Expenses. If an Event of Default occurs and if the Governmental Lender or the Bank should employ attorneys or incur expenses for the enforcement of any obligation or agreement of the Governmental Lender contained herein, the Governmental Lender shall cause the Borrower (solely by its execution and assignment of the Borrower Loan Agreement) on demand to pay to the Governmental Lender or the Bank the reasonable fees of such attorneys and the reasonable expenses so incurred, including court appeals.

9.5 No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bank is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Funding Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or

-21- OHSUSA:765522205.4

shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Bank to exercise any remedy reserved to it in this Article IX, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.

9.6 No Additional Waiver Implied by One Waiver. In the event any agreement or covenant contained in this Funding Loan Agreement should be breached by the Governmental Lender or the Borrower and thereafter waived by the Bank, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder including any other breach of the same agreement or covenant.

9.7 Actions Under Borrower Loan Documents. Whether or not an Event of Default has occurred, the Bank, in its sole discretion, shall have the sole right to waive or forebear any term, condition, covenant or agreement in the Borrower Loan Documents applicable to the Borrower or any breach thereof, other than the covenant that would adversely impact the tax-exempt status of the interest on the Funding Loan Note and provided that the Bank shall have no right to waive and the Governmental Lender may seek specific performance by Borrower to enforce the Reserved Rights.

9.8 Application on Money Collected. Any money collected by Bank pursuant to this Article and any other sums held by Bank as part of the Security, shall be applied in the following order, at the date or dates fixed by the Bank:

(a) First, to the payment of any and all amounts due under the Funding Loan Documents other than with respect to principal and interest accrued on the Funding Loan, including, without limitation, any amounts due to Governmental Lender or Bank;

(b) Second, to the payment of the whole amount of the Funding Loan, as evidenced by the Funding Loan Note, then due and unpaid and respect of which or for the benefit of which such money has been collected, with interest (to the extent that such interest has been collected or sum sufficient therefor has been so collected at the rates prescribed therefore in the Funding Loan Note) on overdue principal of and any premium on the Funding Loan so called provided, however, that partial payments of any portion of the Funding Loan shall be applied by Bank in such order priority as Bank may determine in its sole and absolute discretion; and

(c) Third, the remainder, if any to the person legally entitled thereto.

9.9 Suits to Protect the Security. The Bank shall have the power to institute and maintain such proceedings as Bank may deem expedient to prevent any impairment of the Security by any acts that may be unlawful or in violation of this Funding Loan Agreement and to protect the interest in the Security and in the rent, issues, profits, revenues and other income arising therefrom.

ARTICLE X MISCELLANEOUS

10.1 Entire Agreement. This Funding Loan Agreement, the Funding Loan Note and the other Funding Loan Documents constitute the entire agreement and supersede all prior agreements

-22- OHSUSA:765522205.4

and understandings, both written and oral, between the Governmental Lender and the Bank with respect to the subject matter hereof.

10.2 Notices. All notices, certificates or other communications shall be in writing and shall be sufficiently given and shall be deemed given on the second day following the date on which the same have been personally delivered or mailed by first class mail postage prepaid, addressed as follows: If to the Governmental Lender, to California Housing Finance Agency, 500 Capitol Mall, Suite 400, Sacramento, California 95814, Attention: Financing Division, MS 940; if to the Borrower, to Oxnard Pacific Associates II, a California Limited Partnership c/o Pacific Companies, 430 E. State Street, Suite 100, Eagle, Idaho 83616, Attention: Caleb J. Roope; with a copy to: CREA Gateway Station, LLC c/o CREA, LLC, 30 S. Meridian Street, Suite 400, Indianapolis, IN 46204, Attention: Asset Management, and a copy to Applegate & Thorne-Thomsen, P.C., 440 S. LaSalle Street, 19th Floor, Chicago, Illinois 60605, Attention: Warren Wenzloff, Esq, and a copy to Riverside Charitable Corporation, 14131 Yorba Street, Tustin, California 92780, Attention: Kenneth Robertson; and if to the Bank, to MUFG Union Bank, N.A., Loan Administration Department, 3151 East Imperial Highway, 1st Floor, Brea, CA 92821, Attention: Manager, with copy to MUFG Union Bank, N.A., Community Development Finance Department, 200 Pringle Ave., Suite 355, Walnut Creek, California 94596, Attention: Manager.

10.3 Assignments. Except as provided in Section 4.3, neither this Funding Loan Agreement nor the Borrower Loan Agreement may be assigned by any party hereto or thereto in whole or in part without the prior written consent of the other, which consent shall not be unreasonably withheld; and, in the case of the Governmental Lender, to the extent such assignment is not in contravention of its policies for tax-exempt debt.

10.4 Severability. If any provision of this Funding Loan Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever.

10.5 Execution of Counterparts. This Funding Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

10.6 Amendments, Changes and Modifications. Except as otherwise provided in this Funding Loan Agreement, this Funding Loan Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the parties hereto. The Bank may require, as a condition to any amendment, change or modification of this Funding Loan Agreement or the other Funding Loan Documents that the Bank shall have received, at the expense of the Borrower, an opinion of Tax Counsel that such amendment shall not adversely affect the exclusion of interest on the Funding Loan Note from gross income for purposes of federal income tax.

10.7 Governing Law. This Funding Loan Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State.

-23- OHSUSA:765522205.4

10.8 Term of Agreement. This Funding Loan Agreement shall be in full force and effect from the date hereof until such time as the Funding Loan shall have been fully paid or provision made for such payment. Time is of the essence in this Funding Loan Agreement.

10.9 Survival of Agreement. All agreements, representations and warranties made herein shall survive the making of the Funding Loan.

i;N WITNESS WHEREOF, the parties hereto have executed this Agreement, all as of the date first above written.


[Signature page - Funding Loan Agreement - Gateway Station Apartments J

OHSUSA:765522205

MUFG UNION BANK, N.A., a national banking association, as Funding Lender

By:N~

Title· Dire-.

[Signature page - Funding Loan Agreement - Gateway Station Apartments]

OHSUSA:765522205

Exhibit A OHSUSA:765522205.4

EXHIBIT A ___________________________________________ CALIFORNIA HOUSING FINANCE AGENCY MULTIFAMILY HOUSING REVENUE NOTE

(GATEWAY STATION APARTMENTS) 2016 ISSUE H

FOR VALUE RECEIVED, CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and political subdivision of the State of California (the “Governmental Lender”), acknowledges itself indebted hereby promises to pay to the order of MUFG UNION BANK, N.A. (the “Bank”), or its successors and assigns, the sum of Sixty-Two Million Dollars ($62,790,231), together with interest on the advanced and unpaid principal amount of this Funding Loan Note at the same interest rate as the applicable interest rate specified in the Borrower Loan Agreement with respect to the Borrower Loan, until the Governmental Lender’s obligation to pay the Outstanding Balance (as hereinafter defined) shall be discharged. The Outstanding Balance shall mean the principal balance of the Funding Loan that has not been repaid by the Governmental Lender to the Bank as of the date of calculation of the Outstanding Balance. This Funding Loan Note shall be governed by and be payable in accordance with the terms and conditions of the Funding Loan Agreement dated as of July 1, 2016 (the “Funding Loan Agreement”), between the Bank and the Governmental Lender pursuant to which the Bank has made the Funding Loan to the Governmental Lender.

This Funding Loan Note is issued to evidence the Funding Loan by the Bank to the Governmental Lender and the obligation of the Governmental Lender to repay the same, but only from amounts received by or on behalf of the Governmental Lender from Oxnard Pacific Associates II, a California Limited Partnership (the “Borrower”), pursuant to a Construction and Permanent Loan Agreement (Multifamily Housing Back to Back Loan Program) dated as of July 1, 2016, by and among the Governmental Lender, the Bank and the Borrower (the “Borrower Loan Agreement”) and the other Borrower Loan Documents (as defined in the Borrower Loan Agreement).

Monthly payments of principal and interest shall be payable under this Funding Loan Note to the same extent as payments of principal and interest are due and payable on the Borrower Note, as provided in the Borrower Loan Agreement. The Outstanding Balance of this Funding Loan Note shall be due and payable in its entirety on July 1, 2034, which date shall be subject to adjustment in connection with any extension granted pursuant to Section 2.6 of the Borrower Loan Agreement.

The Funding Loan and this Funding Loan Note are pass-through obligations relating to the Borrower Loan made by Governmental Lender from the proceeds of the Funding Loan to the Borrower under the Borrower Loan Agreement. References made to the Borrower Loan Agreement and to the Borrower Note for complete payment and prepayment terms of the Borrower Note.

In the event the Governmental Lender fails to make the timely payment of any monthly payment, and such payment remains unpaid for a period of ten (10) days subsequent to the established payment date, the Governmental Lender shall pay (solely from amounts received from

A-2 OHSUSA:765522205.4

the Borrower as late charges under the Borrower Loan Agreement) to the Bank a late charge in the amount specified in Section 3.6 of the Borrower Loan Agreement. If the principal balance of this Funding Loan Note is accelerated following an Event of Default (as defined in the Funding Loan Agreement), the Bank may increase the interest rate on this Funding Loan to the Default Rate (as defined in the Borrower Loan Agreement).

The Governmental Lender may, at any time, prepay the principal amount of this Funding Loan Note to the same extent and subject to the terms and conditions set forth in the Borrower Loan Agreement for the prepayment of the Borrower Loan.

All sums due hereunder shall be paid in lawful money of the United States of America. Interest on the Funding Loan Note shall be computed as provided for the Borrower Loan in the Borrower Loan Agreement. All payments made hereunder shall be credited and applied as provided in the Funding Loan Agreement.

THIS FUNDING LOAN NOTE IS A LIMITED OBLIGATION OF THE GOVERNMENTAL LENDER, PAYABLE SOLELY FROM AND SECURED SOLELY BY THE PLEDGE AND ASSIGNMENT OF THE PLEDGED REVENUES AND CERTAIN PAYMENTS ON THE BORROWER NOTE OR FUNDS OTHERWISE PROVIDED UNDER THE BORROWER LOAN DOCUMENTS. NONE OF THE GOVERNMENTAL LENDER, THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS SHALL BE DIRECTLY, INDIRECTLY, CONTINGENTLY OR MORALLY OBLIGATED TO USE ANY OTHER MONEYS OR ASSETS TO PAY ALL OR ANY PORTION OF THE DEBT SERVICE DUE ON THIS FUNDING LOAN NOTE, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THIS FUNDING LOAN NOTE. THIS FUNDING LOAN NOTE IS NOT SECURED BY A PLEDGE OF THE FAITH AND CREDIT OF THE GOVERNMENTAL LENDER, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS NOR DOES THIS FUNDING LOAN CONSTITUTE INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. THE GOVERNMENTAL LENDER HAS NO TAXING POWER.

THIS FUNDING LOAN NOTE AND THE REPAYMENT PROVISIONS CONTAINED HEREIN ARE SUBJECT TO THE PROVISIONS AND LIMITATIONS CONTAINED IN SECTIONS 4.1, 5.2 AND 6.14 OF THE FUNDING LOAN AGREEMENT.

No delay or omission on the part of Bank in exercising any remedy, right or option under this Funding Loan Note or the Funding Loan Document shall operate as a waiver of such remedy, right or option. In any event a wavier on any one occasion shall not be construed as a waiver or bar to any such remedy, right or option on a future occasion. The rights, remedies and options of Bank under this Funding Loan Note and the Funding Loan Documents are and shall be cumulative and are in addition to all the rights, remedies and options of the Bank at law or in equity or under any other agreement.

Presentment for payment, notice of dishonor, protest or notice of protest are hereby waived. The acceptance by Bank of any amount after the same is due shall not constitute a waiver of the right to require prompt payment, when due, of all other amounts due hereunder. The acceptance

A-3 OHSUSA:765522205.4

by the owner hereof any sum and amount less than the amount then due shall be deemed an acceptance on account only and upon condition of the acceptance shall not constitute a waiver of the obligation of Governmental Lender to pay the entire sum then due, and Governmental Lender’s failure to pay such amount then due shall be and continue to be at default notwithstanding such acceptance of such amount on account thereof. Consent by the Bank to any action of Governmental Lender which is subject to approval of the Bank hereunder shall not be deemed a waiver of the right to require such consent or approval to future successive actions, waives the right to asset the defense of any statute of limitations to any debt or obligation hereunder and consents to renewals and extensions of time for payment of any amounts due under this Funding Loan Note.

This Funding Loan Note may only be transferred in accordance with the requirements of Section 4.3 of the Funding Loan Agreement, and any such transfer shall be recorded in the Note Register maintained by the Bank.

Capitalized terms used herein which are not defined herein shall have the meanings ascribed to them in the Funding Loan Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Funding Loan Note to be executed in its name and on its behalf all as of the ____ day of ___________________, 20___.

By: Name: Its:

[Signature Page to Funding Loan Note - Gateway Apartments]

Exhibit B OHSUSA:765522205.4

EXHIBIT B

FORM OF INVESTOR’S LETTER

California Housing Finance Agency Sacramento, California

Re: Multifamily Housing Revenue Note (Gateway Station Apartments) 2016 Issue H (Gateway Apartments)

Ladies and Gentlemen:

The undersigned (the “Holder”), being the owner of the above-referenced note (the “Funding Loan Note”) does hereby certify, represent and warrant for the benefit of the California Housing Finance Agency (the “Governmental Lender”) that:

(a) The Holder is an Approved Institutional Buyer, as defined in Section 1.1 of the Funding Loan Agreement, dated as of July 1, 2016 (the “Funding Loan Agreement”), between the Governmental Lender and MUFG Union Bank, N.A..

(b) The Holder has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of tax-exempt obligations, and is capable of evaluating the merits and risks of its investment in the Funding Loan Note. The Holder is able to bear the economic risk of, and an entire loss of, an investment in the Funding Loan Note.

(c) The Holder is acquiring the Funding Loan Note solely for its own account for investment purposes, and does not presently intend to make a public distribution of, or to resell or transfer, all or any part of the Funding Loan Note, except as permitted by Section 4.3 of the Funding Loan Agreement.

(d) The Holder understands that the Funding Loan Note has not been registered under the Securities Act of 1933, as amended, or under any state securities laws. The Holder agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Funding Loan Note by it, and further acknowledges that any current exemption from registration of the Funding Loan Note does not affect or diminish such requirements.

(e) The Holder is familiar with the conditions, financial and otherwise, of the Borrower (as such term is used in the Funding Loan Agreement) and understands that the Borrower has no significant assets other than the Development (as defined in the Funding Loan Agreement) for payment of the Borrower Loan (as defined in the Funding Loan Agreement). Further, the Holder understands that the Funding Loan Note involves a high degree of risk. Specifically, and without in any manner limiting the foregoing, the Holder understands and acknowledges that, among other risks, the Funding Loan Note is payable solely from payments made by the Borrower on the Borrower Loan. The Holder has been provided an opportunity to ask questions of, and the Holder has received answers from, representatives of the Borrower regarding the terms and conditions of

B-2 OHSUSA:765522205.4

the Funding Loan Note and the Borrower Loan. The Holder has obtained all information requested by it in connection with the issuance of the Funding Loan Note as it regards necessary to evaluate all merits and risks of its investment in the Funding Loan Note. The Holder has reviewed the documents executed in conjunction with the issuance of the Funding Loan Note, including, without limitation, the Funding Loan Note, the Funding Loan Agreement, the Borrower Note (as such term is defined in the Funding Loan Agreement) and the Borrower Loan Agreement.

(f) The Holder is not now and has never been controlled by, or under common control with, the Borrower. The Borrower has never been and is not now controlled by the Holder. The Holder has entered into no arrangements with the Borrower or with any affiliate in connection with the Funding Loan Note, other than as disclosed in writing to the Governmental Lender.

(g) The Holder has authority to purchase the Funding Loan Note and to execute this letter and any other instruments and documents required to be executed by the Holder in connection with its purchase of the Funding Loan Note. The individual who is signing this letter on behalf of the Holder is a duly appointed, qualified, and acting officer of the Holder and is authorized to cause the Holder to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Holder.

(h) In entering into this transaction, the Holder has not relied upon any representations or opinions of the Governmental Lender relating to the legal consequences or other aspects of its investment in the Funding Loan Note, nor has it looked to, nor expected, the Governmental Lender to undertake or require any credit investigation or due diligence reviews relating to the Borrower, its financial condition or business operations, the Development, including the financing or management thereof, or any other matter pertaining to the merits or risks of the transactions contemplated by the Funding Loan Agreement and the Borrower Loan Agreement, or the adequacy of the funds pledged to secure repayment of the Funding Loan Note.

(i) The Holder understands that the Funding Loan Note is not secured by any pledge of any moneys received or to be received from taxation by the Governmental Lender (which has no taxing power), the State of California or any political subdivision or taxing district thereof; that the Funding Loan Note will never represent or constitute a general obligation or a pledge of the faith and credit of the Governmental Lender, the State of California or any political subdivision thereof; that no right will exist to have taxes levied by the State of California or any political subdivision thereof for the payment of principal and interest on the Funding Loan Note; and that the liability of the Governmental Lender with respect to the Funding Loan Note is subject to further limitations as set forth in the Funding Loan Note and the Funding Loan Agreement.

(j) The Holder has been informed that the Funding Loan Note (i) has not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service.

(k) The Holder acknowledges that it has the right to sell and transfer the Funding Loan Note, subject to compliance with the transfer restrictions set forth in Section 4.3 of the Funding Loan Agreement, including in certain circumstances the requirement for the delivery to the Governmental Lender of an holder’s letter in the same form as this letter, including this paragraph.

B-3 OHSUSA:765522205.4

Failure to comply with the provisions of Section 4.3 of the Funding Loan Agreement shall cause the purported transfer to be null and void. The Holder agrees to indemnify and hold harmless the Governmental Lender with respect to any claim asserted against the Governmental Lender that arises with respect to any sale, transfer or other disposition of the Funding Loan Note by the Holder or any transferee thereof in violation of the provisions of the Funding Loan Agreement.

(l) None of the Governmental Lender, its Board of Directors, or any of its employees or agents will have any responsibility to the Holder for the accuracy or completeness of information obtained by the Holder from any source regarding the Borrower or its financial condition or regarding the Funding Loan Note, the provision for payment thereof, or the sufficiency of any security therefor. No written information has been provided by the Governmental Lender to the Holder with respect to the Funding Loan Note. The Holder acknowledges that, as between the Holder and all of such parties, the Holder has assumed responsibility for obtaining such information and making such review as the Holder deemed necessary or desirable in connection with its decision to purchase the Funding Loan Note.

(m) The Holder acknowledges that the Funding Loan Note is exempt from the requirements of Rule 15c2-12 of the Securities and Exchange Commission and that the Governmental Lender has not undertaken to provide any continuing disclosure with respect to the Funding Loan Note.

The Holder acknowledges that the ownership of the Funding Loan Note by the Holder is subject to the certifications, representations and warranties herein to the addressees hereto. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Funding Loan Agreement.

[HOLDER]

By: Name: Title:

SPECIMEN

#2016-2729

$5,000,000

CALIFORNIA HOUSING FINANCE AGENCY MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS

(GATEWAY STATION APARTMENTS) 2016 ISSUE H-Bl

BY POSSESSION OF THIS BOND, THE HOLDER CERTIFIES THAT IT IS AN APPROVED INSTITUTIONAL BUYER OR AN ACCREDITED INVESTOR AS DEFINED IN THE INDENTURE. THE HOLDER HEREOF, BY THE ACCEPTANCE OF THIS BOND, ACKNOWLEDGES THAT THE TRUSTEE IS PROHIBITED FROM REGISTERING THE OWNERSHIP OR TRANSFER OF OWNERSHIP OF THIS BOND TO ANY PERSON WITHOUT RECEIPT OF AN EXECUTED INVESTOR LETTER AS DEFINED IN AND ATTACHED TO THE INDENTURE DESCRIBED HEREIN.

MATURITY DATE July 31, 2061

DATED DATE July 29, 2016

INTEREST RA TE 8.0% for 24 months, then 5.0% thereafter, subject to

and as more particularly set forth in tl1e Indenture

Registered Owner: CCRC AFFORDABLE HOUSING PARTNERS, LLC

Principal Amount: FIVE MILLION DOLLARS

The CALIFORNIA HOUSING FINANCE AGENCY, a public instrumentality and political subdivision of the State of California (the "Agency"), for value received, hereby promises to pay (but only out of Revenues as hereinafter provided) to the registered owner identified above or registered assigns, on the Maturity Date set forth above, the principal sum set forth above and to pay (but only out of Revenues as hereinafter provided) interest on the balance of said principal amount from time to time remaining unpaid from and including the date hereof until payment of said principal amount has been made or duly provided for, at the rate, compounding basis and on the dates determined as described herein and in the Indenture (as hereinafter defined). The principal of and, on this Bond are payable at final maturity, acceleration or redemption in lawful money of the United States of America upon surrender hereof at the principal corporate trust office of Wilmington Trust, National Association, in Costa Mesa, California, as Trustee, or its successor in trust (the "Trustee"). Payment of the interest on any Bond shall be made on each Interest Payment Date (as hereinafter defined) to the Person appearing on the bond registration books of the Bond Registrar as the Owner thereof on the Record Date, such interest to be paid by the Paying Agent (i) to such Owner by check or draft mailed on the Interest Payment Date, to such Owner's address as it appears on the registration books or at such other address as has been furnished to the Bond Registrar as provided below, in writing by such Owner not later than the Record Date or (ii) upon written request, at least three Business Days prior to the applicable Record Date, to the Owner of Bonds aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds at an

OHSUSA:765602386.3

SPECIMEN

account maintained in the United States at such wire address as such Owner shall specify in its written notice; except, in each case, that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the Owner in whose name any such Bonds are registered at the close of business on the fifth to last Business Day next preceding the date of payment of such defaulted interest.

The Bonds are authorized to be issued pursuant to the Act. The Bonds are limited obligations of the Agency and, as and to the extent set forth in the Indenture, are payable solely from, and secured by a pledge of and lien on, the Revenues. Proceeds from the sale of the Bonds will be loaned by the Agency to Oxnard Pacific Associates II, a California Limited Partnership (the "Borrower") under the terms of a Financing Agreement, dated as of July I, 2016 (the "Agreement"), among the Agency, the Borrower and the Trustee. The Bonds are all issued under and secured by and entitled to the benefits of an Indenture of Trust, dated as of July I, 2016 (the "Indenture") between the Agency and the Trustee.

This Bond is one of a duly authorized issue of bonds of the Agency designated as the California Housing Finance Agency Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-Bl", limited in aggregate principal amount of$5,000,000 (the "Bonds"). Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the registered owners of the Bonds, of the nature and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obligations of the Agency thereunder, to all of the provisions of the Indenture and of the Financing Agreement the holder of this Bond, by acceptance hereof, assents and agrees.

The Bonds are issued simultaneously with (a) the funding of the Agency' s note designated as Multifamily Housing Revenue Note (Gateway Station Apartments) 2016 Issue H (the "Issue H Governmental Lender Note" and, together with the related documents, as described more fully in the Indenture, the " Senior Obligations") pursuant to that certain Funding Loan Agreement, dated as of July 1, 2016, between the Agency, as Governmental Lender thereunder, and MUFG Union Bank, N.A., as Funding Lender thereunder, and (b) the issuance of the Agency's Multifamily Housing Revenue Subordinate Bonds (Gateway Station Apartments) 2016 Issue H-B2 (the "H-B2 Bonds") pursuant to an Indenture of Trust, dated as of July I, 2016, by and between the Agency and the Trustee, in its capacity as trustee for the H-B2 Bonds. As set forth in the Indenture, the Bonds are subordinate in all respects to the Senior Obligations.

THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE REVENUES AND OTHER FUNDS AND MONEYS PLEDGED AND ASSIGNED UNDER THE INDENTURE. NEITHER THE ISSUER, THE STATE OF CALIFORNIA (THE "STATE"), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE) NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH IN THE INDENTURE, AND NONE OF THE BONDS OR ANY OF THE ISSUER'S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF OR A MORAL OBLIGATION OF

2 OHSUSA:765602386.3

SPECIMEN

ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER. THE ISSUER HAS NO TAXING POWER.

All terms not herein defined shall have the meanings ascribed to them in the Indenture.

The Bonds are issuable as fully registered bonds without coupons in denominations of $ I 00,000 or any dollar amount in excess thereof (herein "Authorized Denominations"). Subject to the I imitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, for a like aggregate principal amount of Bonds of other Authorized Denominations.

The Bonds may only be held by, or transferred to, an Accredited Investor or an Approved Institutional Buyer (each as defined in the Indenture) executing and delivering an Investor Letter in the form attached as Exhibit B to the Indenture.

This Bond is transferable by the registered owner hereof, in person, or by its attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee and the Bond Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, in an Authorized Denomination or Denominations, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Agency, the Trustee and the Bond Registrar may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Agency, the Trustee and the Bond Registrar shall not be affected by any notice to the contrary.

Interest on the Bonds

Interest Payment Date has the meaning set forth in the Indenture.

Record Date means the 15th day of the month prior to an Interest Payment Date.

Redemption of Bonds

The Bonds are subject to optional, mandatory and extraordinary redemption as set forth in the Indenture.

General Matters

The holder of this Bond shall have no right to institute any suit, action or proceeding at law or m equity, for any remedy under or upon the Indenture, except as provided in the Indenture.

No recourse shall be had for the payment of the principal of, or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Indenture contained, against any past, present or future member, director, officer, employee or agent of the Agency, or through the Agency, or any successor to the Agency, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, director, officer, employee or agent as such

3 OHSUSA:765602386.3

SPECIMEN

is hereby expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of any of the Bonds.

Amendments Permitted

The Indenture contains provisions permitting the Agency and the Trustee to execute supplemental indentures with the written consent of the Bondholder Representative and the Owners of more than fifty-one percent (51 %) in aggregate principal amount of Bonds at the time Outstanding, subject to certain conditions as set forth in the Indenture.

The Indenture also contains provisions permitting the Agency and the Trustee to execute supplemental indentures, without consent of the Owners of the Bonds, subject to ce1tain conditions as set forth in the Indenture.

The Indenture prescribes the manner in which it may be discharged and after which the Bonds shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of transfer and exchange of Bonds and of payment of the principal of and interest on the Bonds · as the same become due and payable, including a provision that under certain circumstances the Bonds shall be deemed to be paid if certain securities, as defined therein, maturing as to principal and interest in such amounts and at such times as to ensure the availability of sufficient moneys to pay the principal of, and interest on the Bonds and all necessary and proper fees, compensation and expenses of the Trustee shall have been deposited with the Trustee.

No member or officer of the Agency, nor any Person executing this Bond, shall in any event be subject to any personal liability or accountability by reason of the issuance of the Bonds.

It is hereby cettified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California.

This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the ce1tificate of authentication hereon endorsed shall have been signed by the Bond Registrar.

In the event of any inconsistency between the provisions of this Bond and the provisions of the Indenture, the provisions of the Indenture shall control.

4

SPECIMEN

IN WITNESS WHEREOF, the CALIFORNIA HOUSING FINANCE AGENCY has caused this Bond to be duly executed by the manual or facsimile signature of its Chair and attested by the manual or facsimile signature of its Secretary all as of the Dated Date set forth above.


Executive Director

SPECIMEN

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds issued under the provisions of and described in the within-mentioned Indenture.

Date of Authentication: Su\i .2'i ,2.0\V>

WILMINGTON TRUST, NATIONAL ASSOCIATION

B y_______,.,,G->,£·~ -=------=-------___;__ Authorized Signer

SPECIMEN

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please insert Social Security Number or other identifying number of assignee)

(Please Print or Typewrite Name and Address of Assignee)

the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _________ attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

2

Signature

NOTICE: The Signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

$5,000,000 CALIFORNIA HOUSING FINANCE AGENCY

MULTIFAMILY HOUSING REVENUE SUBORDINATE BONDS (GATEWAY STATION APARTMENTS) 2016 ISSUE H-B1

MATURITY SCHEDULE TO FINAL CDIAC

Par Amount Maturity Date

$5,000,000 July 31, 2061

#2016-2729