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HomeMy WebLinkAboutCRA-R-15-0032 Exhibit-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AMENDMENT THIS AMENDMENT is made as of this day of July 2015 by and between SJP APARTMENTS, LLC, a Florida limited liability company (the "Developer") and the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate created pursuant to Section 163.356, Florida Statues (the "CRA"). RECITALS A. St. John Plaza Apartments, LLC, a Florida limited liability company (the "Original Developer") and the CRA entered into that Development Agreement dated as January 18, 2013 (the "Development Agreement"). B. Original Developer has requested the CRA approve the assignment of the Development Agreement by Original Developer to Developer (the "Assignment") in accordance with the provisions of Section 15 of the Development Agreement. C. The CRA desires to approve the Assignment, subject to the terms of this Amendment. D. Developer and the CRA desire and modify and amend certain other terms and provisions of the Development Agreement as hereinafter set forth. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to this Amendment are true and correct and are hereby incorporated by reference and made a part hereof. 2. Defined Terms. All defined terms utilized in this Amendment but not defined in this Amendment shall have the meanings ascribed to said terms in the Development Agreement. 3. Consent to Assignment. In accordance with Section 15 of the Development Agreement, the CRA hereby approves the Assignment of the Development Agreement from Original Developer to Developer, a copy of which is attached hereto as Exhibit "A". 4. Property Issues. The CRA and Developer acknowledge that Developer has provide the Executive Director the following: (a) copy of the Survey and the Commitment which shall show Developer to be vested with a leasehold estate in the Property pursuant to the Lease, a memorandum of which was recorded in Official Records Book , at Page of the Public Records of Miami -Dade County, Florida, subject only to the Permitted Exceptions and that mortgage recorded August 23, 1988 in Official Records Book 13796, at Page 2036 of the Public Records of Miami -Dade County, Florida (the "Existing Mortgage") which is to be satisfied by the CDC on or before the Closing Date; (b) an environmental report and a reliance letter addressed to the CRA reflecting no environmental conditions that will adversely affect the development of the Project; (c) a soil assessment report to enable the Executive Director to confirm that there are no soil conditions that will adversely affect the development of the Project; 15-005oc-EAS/f-Su8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and (d) a letter from the Public Works Director of the City confirming that the Project can be developed without replatting the Property. 5. Deed from Church. The CRA acknowledges that St. John Plaza Project, LLC, a Florida limited liability company, an affiliate of the CDC has acquired the Church Property pursuant to that deed recorded in Official Records Book 29326, at Page 505 of the Public Records of Miami -Dade County, Florida. 6. Lease. The CRA has approved the Lease, a memorandum of which was recorded in Official Records Book , at Page of the Public Records of Miami -Dade County, Florida. 7. Project. Section 3.1 of the Development Agreement is hereby amended and restated to read as follows: "3.1 Description of the Project. The project (the "Project") shall consist of not less than 90 affordable rental units, all with balconies and upgraded finishes to improve longevity and durability with ground floor commercial space constructed in one or more buildings not exceeding eight (8) stories, will include one -bedroom units, two -bedroom units, and three -bedroom units, the mix of which and the size of which shall be established upon the community input received in accordance with Section 3.3 below and as approved by the Executive Director in accordance with Section 3.4 below together with approximately 8,500 square feet of community service space including approximately 4,000 to 8,000 square feet of space for a child learning center and a sufficient number of parking spaces to comply with the applicable zoning and shall include free wireless internet service at the highest available residential speed for all residential units." 8. Approval of Schematic Design Documents. The CRA acknowledges that the Executive Director has approved the Schematic Design Documents on April 16, 2015 which are identified on Exhibit "B" attached hereto and made a part hereof. The CRA waives any right of default under the Development Agreement as a result of the failure of the Developer to submit the Schematic Design Documents to the Executive Director within ninety (90) days from the Effective Date. 9. Project Budget. The Preliminary Budget attached to the Development Agreement is hereby replaced by the Preliminary Budget attached hereto as Exhibit "C" and made a part hereof. 10. Project Schedule. The Project Schedule is attached hereto as Exhibit "D" and made a part hereof. 11. Section 4.1.6 of the Development Agreement is hereby amended and restated in its entirety to read as follows: "4.1.6 Operating Agreement. The operating agreement for the Developer (the "Operating Agreement") must reflect that SJP Apartments MM, LLC, a Florida limited liability company, is the manager and owns not less than .01% membership interest in the 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Developer and reflect that the balance of the membership interests in Developer is owned by the Institutional Investor and the operating agreement for SJP Apartments MM, LLC must reflect that the CDC, or its wholly owned affiliate, has not less than a 25% membership interest in SJP Apartments MM, LLC." 12. Funding Agreement. The first sentence of Section 4.1.4 of the Development Agreement is hereby deleted and replaced with the following: "The CRA, and Developer, the Non -Profit, as hereinafter defined, the Developer's lender providing financing in accordance with the Loan Commitment (the "Lender"), the institutional investor(s) providing equity to the Developer in exchange for the allocation of tax credits (the "Institutional Investor"), SJP Apartments MM, LLC, a Florida limited liability company (the "Managing Member") or an entity controlled by the CDC and SJP Apartments MM, LLC (the "Controlled Entity") which makes the MM Loan, as hereinafter defined, shall agree to the terms of an agreement (the "Funding Agreement") in the form and substance reasonably acceptable to the Executive Director." 13. Form of Funding Agreement. Developer acknowledges that in connection with previous transactions, the Executive Director has approved a funding agreement in the form of Exhibit "E" attached hereto. 14. Non -Profit Grant Agreement. Section 5.4 of the Development Agreement is hereby amended to provide that the Non -Profit Grant Agreement shall be in substantially the form of Exhibit "F" attached hereto and made a part hereof 15. Non -Profit. The CRA and the Developer agree that the Non -Profit shall be The Urban League of Greater Miami, Inc., a Florida not -for -profit corporation. In addition the CRA acknowledges that the Executive Director has approved the Non -Profit Loan Documents and the MM Loan Documents and the CRA waives any right to terminate the Development Agreement pursuant to Section 5.9. 16. Bond Issue Approval. The CRA acknowledges that Bond Issue Approval has been obtained and the provisions of Section 5.5 of the Development Agreement are hereby deleted. 17. Non -Profit Loan Documents and the MM Loan Documents. The CRA and the Developer acknowledge and agree that the Non -Profit Loan Documents and the MM Loan Documents shall be in substantially the form attached hereto as Exhibit "G". 18. Closing. The Closing Date is hereby amended to be on the earlier of (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) November 2, 2015, time being of the essence. 19. CRA Conditions Precedent. Sections 9.1.9, 9.1.10, 9.1.11, and 9.1.13 of the Development Agreement are hereby amended and restated in their entirety to read as follows: "9.1.9 The Executive Director has confirmed that (i) the CDC, or its wholly owned affiliate, has not less than a 25% membership interest in the Managing Member of 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the Developer; and (ii) that the ownership structure of Developer is as reflected on Exhibit H and there has been no changes in the ownership interest in the Developer from that reflected on Exhibit H other than the transfer of 99.9% of the membership interests to the Institutional Investor. 9.1.10 The Executive Director has approved the proposed development agreement between the Developer and St. John CDP-BC Developer, LLC to oversee the construction of the Project subject to the limitations contained in Section 5.2. 9.1.11 The Executive Director has confirmed that the CDC has not less than a twenty percent (20%) interest in the developer fee and profit earned by St. John CDP-BC Developer, LLC, to be paid pari passu with the amounts paid to St. John CDP-BC Developer, LLC or in the alternative, the CDC, or its wholly owned affiliate, is being paid a substantially equivalent fee through the Operating Agreement and the Lease. 9.1.13 The Developer has obtained a phased building permit for the entire Project to enable Developer to commence construction of the Project in accordance with the Plans." 20. Participation Requirements. Section 6.2 and 6.3 of the Development Agreement is hereby amended and restated in its entirety to read as follows: "6.2 Participation Requirements. Developer agrees to comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Project: 6.2.1 Subcontractor Participation. The Developer shall require its general contractor to hire not less than twenty percent (20%) of the subcontractors for the demolition of any existing improvements and construction of the Project utilizing companies that have their principal place of business within the City with the following priority: a. First, to City residents living within the Redevelopment Area, which encompasses part of zip code 33136; b. Second, to City residents living within the boundaries of Overtown community, which community encompasses part of zip code 33136; Third, to City residents within zip code 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and west Coconut Grove (the `CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the City; and d. Fourth, to residents residing outside of the CRA Targeted Zip Codes. For purposes of calculating the twenty percent (20%) subcontractor participation, the twenty percent (20%) participation shall be calculated based upon the dollar value of each subcontract given to subcontractors whose principal place of business is in the City THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and the total dollar value of all subcontracts entered into by the general contractor for the Project ("Subcontractor Participation Requirement"). 6.2.2 Laborer Participation. Developer agrees to require its general contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the demolition of any existing improvements and the construction of the Project ("Laborer Participation Requirement") from workers residing in the City with the following hiring priorities: a. First, to City residents living within the Redevelopment Area, which encompasses part of zip code 33136; b. Second, to City residents living with the boundaries of Overtown Community, which community encompasses part of zip code 33136; c. Third, to City residents within the CRA Targeted Zip Codes; and d. Fourth, to City residents residing outside the CRA Targeted Zip Codes. 6.2.3 In the event of any disputes between the Executive director and the Developer as to whether any subcontractor has its principal place of business in the City or whether any laborer resides in the City, the Developer and the Executive Director shall proceed in good faith to resolve the dispute. In the event the dispute is not resolved within ten (10) days either party may submit the dispute to the Board for resolution which shall be binding on the parties. 6.3 Report Requirements. The Developer shall be required to submit to the Executive Director on a monthly basis commencing upon the earlier to occur of (i) thirty (30) days after commencement of demolition of the existing improvements or (ii) the commencement of construction of the Project, detailed reports evidencing compliance with the Subcontractor Participation Requirements and the Laborer Participation Requirements during the prior thirty (30) day period ("Participation Reports"). The Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirements and the Laborer Participation Requirements, including details of the priority procedure established. 6.3.1 Penalties for Non -Compliance with Subcontractor Participation Requirements. 6.3.1.1 To the extent Developer fails to comply with the Subcontractor Participation Requirement, with respect to the Project utilizing only subcontractors whose principal place of business is within the Redevelopment Area, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred Dollars ($12,500.00) for each additional percentage point 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. below the first three (3) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area for up to three (3) additional percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below six (6%) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area (collectively, the "RA Subcontractor Non -Compliance Funds"). The RA Subcontractor Non - Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of the Developer's receipt of written statement from the Executive Director stating the amount of RA Subcontractor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.1.1. 6.3.1.2 To the extent Developer fails to comply with the Subcontractor Participation Requirement, with respect to the Project utilizing subcontractors whose principal place of business is either in the Redevelopment Area or the Overtown community, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area or in the Overtown community for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area or in the Overtown community for up to three (3) additional percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below six (6%) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is located in the Redevelopment Area or the Overtown community (collectively, the "RA/O Subcontractor Non -Compliance Funds"). The RA/O Subcontractor Non - Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of the Developer's receipt of written statement from the Executive Director stating the amount of RA/O Subcontractor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirements utilizing only subcontractors whose principal place of business is located in the 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Redevelopment Area or the Overtown community, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.1.2. 6.3.1.3 To the extent Developer fails to comply with the Subcontractor Participation Requirement, with respect to the Project utilizing subcontractors whose principal place of business is in the Redevelopment Area, the Overtown community or in the CRA Targeted Zip Codes, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area, in the Overtown community or in the CRA Targeted Zip Codes for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the Redevelopment Area, the Overtown community or in the CRA Targeted Zip Codes for up to three (3) additional percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below six (6%) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is located in the Redevelopment Area, the Overtown community or in the CRA Targeted Zip Codes (collectively, the "Target Subcontractor Non -Compliance Funds"). The Target Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of the Developer's receipt of written statement from the Executive Director stating the amount of Target Subcontractor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirements utilizing only subcontractors whose principal place of business is located in the Redevelopment Area or the Overtown community, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.1.3. 6.3.1.4 To the extent Developer fails to comply with the Subcontractor Participation Requirement, with respect to the Project utilizing subcontractors whose principal place of business is the City, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the City for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is within the City for up to three (3) additional percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below six (6%) percentage points below the Subcontractor Participation Requirement utilizing only subcontractors whose principal place of business is located in the City (collectively, the "Subcontractor Non -Compliance Funds"). The Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of the Developer's receipt of written statement from the Executive Director stating the amount of Subcontractor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirements utilizing only subcontractors whose principal place of business is located in the Redevelopment Area or the Overtown community, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.1.4. 6.3.2 Penalties for Non -Compliance with Laborer Participation Requirements. 6.3.2.1 To the extent Developer fails to comply with the applicable Laborer Participation Requirement, with respect to the Project, utilizing only unskilled laborers who reside in the Redevelopment Area Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area for the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area for up to three (3) percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the six(6) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area (collectively, the "RA Laborer Non -Compliance Funds"). The RA Laborer Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of RA Laborer Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirements utilizing only unskilled laborers residing in the Redevelopment Area, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. upon the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay the CRA pursuant to this Section 6.3.2.1. 6.3.2.2 To the extent Developer fails to comply with the applicable Laborer Participation Requirement, with respect to the Project, utilizing only unskilled laborers who reside in the Redevelopment Area and the Overtown community Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area or in the Overtown community for the first three (3) percentage points below the Laborer Participation Requirement, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area or in the Overtown community for up to three (3) percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the six(6) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area or in the Overtown community (collectively, the "RA/O Laborer Non -Compliance Funds"). The RA/O Laborer Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of RA/O Laborer Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirements utilizing only unskilled laborers residing in the Redevelopment Area and in the Overtown community, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay the CRA pursuant to this Section 6.3.2.2. 6.3.2.3 To the extent Developer fails to comply with the applicable Laborer Participation Requirement, with respect to the Project, utilizing only unskilled laborers who reside in the Redevelopment Area, the Overtown community or in the CRA Targeted Zip Codes, Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area , in the Overtown community or in the CRA Targeted Zip Codes for the first three (3) percentage points below the Laborer Participation Requirement, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area, in the Overtown community or in the CRA Targeted Zip Codes for up to three (3) percentage points and thereafter, (c) Twenty Five 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the six(6) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the Redevelopment Area, in the Overtown community or in the CRA Targeted Zip Codes (collectively, the "Targeted Laborer Non -Compliance Funds"). The Targeted Laborer Non - Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Targeted Laborer Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirements utilizing only unskilled laborers residing in the Redevelopment Area, in the Overtown community or in the CRA Targeted Zip Codes, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay the CRA pursuant to this Section 6.3.2.3. 6.3.2.4 To the extent Developer fails to comply with the applicable Laborer Participation Requirement, with respect to the Project, utilizing only unskilled laborers who reside in the City Developer shall pay to the CRA as a penalty for such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the City for the first three (3) percentage points below the Laborer Participation Requirement, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for each additional percentage point below the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the City for up to three (3) percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the six(6) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in the City (collectively, the "Laborer Non -Compliance Funds"). The Laborer Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Laborer Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirements utilizing only unskilled laborers residing in the City, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay the CRA pursuant to this Section 6.3.2.4." 21. Job Fair. Developer covenants and agrees to broadly disseminate information regarding job opportunities for local area residents and businesses to allow them to participate in construction of the Project, including, without limitation, hosting at least two (2) job fairs within the Redevelopment Area, prior to the commencement of construction of the Project and place at 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. least four (4) full page color ads in the Miami Times disseminating information regarding job opportunities for local area residents and businesses to participate in the construction of the Project prior to the commencement of construction of the Project. 22. Responsible Wage Rates. A. Responsible Wage Requirement. With respect to the Project the Developer shall require its general contractor and all subcontractors and sub -subcontractors, at all levels, performing work in connection with the Project to pay a minimum hourly wage rate and health benefits consistent with Miami -Dade County's Responsible Wage Ordinance, as codified in Section 2-11.16 of the County Code and the Supplemental General Condition Wage & Benefits Schedule, Construction Type: Building (the "Responsible Wage"), as the same may be revised by the County annually, which Responsible Wage shall be deemed to apply to the Project. The Developer shall require that its general contractor include in each subcontract the requirement that such subcontractor pay the Responsible Wage to all employees working on the Project. Each sub -subcontractor, at all levels, shall also be obligated to pay the Responsible Wage to all employees working on the Project. B. Failure to Comply with Responsible Wage. In the event that the general contractor and all subcontractors and sub -subcontractors, at all levels, fail to pay the Responsible Wage to any part-time or full-time employees working on the Project, which failure is reported to the Executive Director, the Executive Director shall investigate and if the Executive Director, based upon its investigation confirm such non-compliance with the Responsible Wage requirement, and that same was not a de minimis miscalculation of the Responsible Wage, the Developer shall pay to the underpaid employee(s) as a penalty for non-compliance the entire amount of wages calculated at the Responsible Wage that such employee would have earned during his or her employment during construction of the Project without any credit being given for the payments made to such employee which did not comply with the Responsible Wage requirement of this Section. By way of example, and without limitation, an unintentional bookkeeping error or a miscalculation resulting from a change in the Responsible Wage set by the County during the course of employment shall be considered a de minimis miscalculation. such amount shall be due to the underpaid employee(s) within thirty (30) days after written demand from the Executive Director. This provision shall survive the Closing. 23. Monitoring Compliance. Developer acknowledges that pursuant to Section 3.8(B) of the Development Agreement the Project Budget is to include a Seventy Five Thousand and No/100 Dollars ($75,000.00) line item to be utilized solely to pay third parties retained by the CRA to assist in monitoring compliance with the terms of the Development Agreement and overseeing construction on behalf of the CRA. 24. Ownership Interest in Developer. Exhibit H to the Development Agreement is hereby deleted and replaced by Exhibit "H" attached hereto and made a part hereof 25. Guaranty. Section 10.2.4 of the Development Agreement is hereby amended to provide that the Guaranty shall be provided by James R. Watson, individually, BCP Development, LLC, a Massachusetts limited liability company, St John CDP-BC Developer, LLC, a Florida limited liability company and James R. Watson Revocable Trust 2014. 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 26. Assignability. Section 15 is hereby amended by adding the following language to the end of such Section: "Notwithstanding the foregoing, the following transfers will not be deemed an assignment or transfer requiring the prior consent of CRA: (i) a transfer by the Institutional Investor of its interest in the Developer in accordance with the Operating Agreement, or (ii) the removal and replacement of the manager of the Developer by the Institutional Investor in accordance with the terms of the Operating Agreement provided that such replacement manager is an affiliate of the Institutional Investor and notice of such removal is provide to CRA." 27. Notices. Section 16 of the Development Agreement is hereby amended and restated to read as follows: "16. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to Developer: SJP Apartments, LLC 340 West Flagler Street, Suite 312 Miami, Florida 33131 Attention: James Watson With a copy to: Squire Patton Boggs 200 South Biscayne Blvd., Suite 4700 Miami, FL 33131 Attention: Thomas V. Eagan, Esq. Fax: 305-577-7001 With a copy to: And to: With a copy to: Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management Nixon Peabody LLP 100 Summer Street Boston, MA 02110 Attn: John Condon Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Brian McDonough, Esq. Fax: 305-789-3395 12 And with a copy to: If to CRA: With a copy to: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Legal Services of Greater Miami 3000 Biscayne Boulevard, Suite 500 Miami, Florida 33137 Attention: Shahrazd Emani Fax: 305-576-5112 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2nd Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused." 28. Cured By Institutional Investor. CRA agrees that any default by Developer under the Development Agreement may be cured by the Institutional Investor within the same cure period as provided to Developer. 29. Ratification. Except as hereby modified, the CRA and Developer hereby ratify and reaffirm all the terms and provisions of the Development Agreement. 30. Condemnation Litigation. The CRA was awarded Two Hundred Twenty -Five Thousand and No/100 Dollars ($225,000.00) (the "CRA Award") in that case styled State of Florida Department of Transportation , as Petitioner vs. St. John Institutional Missionary Baptist Church, Inc., et al., as Defendants, Case No. 13-33596-CA-23 pending in the 11th Judicial Circuit in and for Miami -Dade County, Florida (the "Condemnation Proceeding"). St. John Institutional Missionary Baptist Church, Inc. (the "Church") has appealed the CRA Award. If the CRA 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Award has not been paid to the CRA on or before the Closing Date, then on the Closing Date Developer shall deposit into escrow with an escrow agent acceptable to the CRA and Developer (the "Escrow Agent") Two Hundred Twenty -Five Thousand and No/100 Dollars ($225,000.00) (the "Escrowed Funds"). The Escrow Agent shall hold the Escrowed Funds until the earlier to occur of (i) the date the CRA Award becomes final in which case the Escrow Agent shall pay the Escrowed Funds to the Developer; or (ii) the date the CRA Award is overturned on appeal in which event the Escrow Agent shall pay the Escrowed Funds to the CRA. The form of the escrow agreement shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld. The obligation of the CRA to close the transaction contemplated by the Development Agreement is expressly subject to the Developer depositing the Escrowed Funds with Escrow Agent and the Executive Director's approval of the Escrow Agent and the terms of the escrow agreement, if the CRA Award is not final as of the Closing Date. 31. Wi-Fi. The Developer covenants and agrees to provide free wireless internet service at the highest available residential speed to all residential units of the Project at no cost to the residents. This obligation shall constitute a covenant running with the land and this obligation shall be included in the special warranty deed to the Developer. 32. Conflict. To the extent of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Development Agreement, the terms and provisions of this Amendment shall control. 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above -written. DEVELOPER: SJP APARTMENTS, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager By: St. John CDP-BC MM, LLC, a Florida limited liability company, its manager By: BCP SJP, LLC, a Florida limited liability company By: Name: Title: 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Approved for legal sufficiency Clerk of the Board 16 By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. JOINDER The undersigned joins in this Amendment to confirm their agreement to provide the Guaranty. James R. Watson, individually St. John CDP-BC Developer, LLC a Florida limited liability company By: SJP Development Holdings, LLC, a Massachusetts limited liability company its Manager By: BCP SJP Developer, LLC, a Massachusetts limited liability company its Manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its sole member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Title: BCP Development, LLC, a Massachusetts limited liability company By: Name: Title: 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. James R. Watson Revocable Trust 2014 By: Name: James R. Watson Title: Trustee 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Joinder The undersigned joins in this Amendment for the purpose of agreeing to satisfy the Existing Mortgage at Closing. St John Community Development Corporation, a Florida corporation By: Name: Title: Date Executed: 19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "A" Copy of Assignment of Development Agreement 20 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT is made as of this day of April, 2015 by and between ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company (the "Original Developer") and SJP APARTMENTS, LLC, a Florida limited liability company (the "New Developer"). RECITALS A. Original Developer and the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate created pursuant to Section 163.356, Florida Statues (the "CRA") entered into that certain Development Agreement dated as January 18, 2013 (the "Development Agreement"). B. Original Developer has agreed to assign its interest in the Development Agreement to New Developer, and New Developer has agreed to assume all of the rights and obligations of Original Developer under the Development Agreement. NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to this Assignment are true and correct and are hereby incorporated by reference and made a part hereof. 2. Defined Terms. All defined terms utilized in this Assignment but not defined herein shall have the meanings ascribed to said terms in the Development Agreement. 3. Assignment and Assumption. Original Developer hereby assigns, transfers, and conveys unto New Developer all of its right, title and interest in and to the Development Agreement. New Developer hereby accepts the assignment of the Original Developer's interest in the Development Agreement, assumes the obligations of Original Developer thereunder, ratifies and confirms the Development Agreement and all amendments thereto, and agrees to be bound by all of the terns and conditions of the Development Agreement. SIGNATURES APPEAR ON FOLLOWING PAGE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, we have executed this Assignment of Development Agreement effective as of the day of , 2015. ORIGINAL DEVELOPER: ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: NEW DEVELOPER: SJP APARTMENTS, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager By: St. John CDP-BC MM, LLC, a Florida limited liability company, its manager By: BCP SJP, LLC, a Florida limited liability company, its manager By: Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "B" Description of Schematic Design Documents Prepared by Corwil Architects dated November 18, 2014, last revised April , 2015, under Job Number 2011-17 under File Number 200-17 consisting of Sheets A-0.01, A-0.02, A-1.00 through A-1.04, and A-2.00 [NEEDS TO BE UPDATED] 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "C" Proposed Budget [MUST BE UPDATED TO REFLECT $75,000 TO BE PAID AS DIRECTED BY CRA] St John Plaza Apartments - Miami, FL 90 units LIHTC Housing Sources & Uses (during construction and lease -up) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. St. John Plaza Apts 90 units LIHTC (09-18-14).xls Sources Ref. Permanent Phase Total % Per Unit Pre -Perm Funding Total % Per UM Debt - Predevelopment Loan 0 0.00% - 647,400 2.68% 7,193 Construction Loanf Tax Exempt Bond Proceeds 0 0.00% - 7,543,803 31.22% 83,820 First Menage 2,300,000 9,49% 25,556 0 0.00% - Surtax 2,700,000 11.14% 30,000 0 0.00% - Overtown CRA Grant 10,000,000 41.24% 111,111 10,000,000 41.39% 111,111 Tax Credt Equity 0 - UJHTC LP Equity $0.95 41.00 of UHTC 8,547,000 35.25% 94,967 5.969,036 24.71% 66,323 Deferred Developer Fee 20.00% of Dev. Fee 700,238 2.89% 7,780 0 0.00% - Total Sources 24,247,238 100.00% 269,414 24,160,239 100.00% 268,447 Uses Total % Par Unit Total % Per Unit Hard Consbuctlon Costs 11,123,398 45.137% 123,593 11,123,398 45.95% 123,593 GC Profit 6.0% 667,404 2.75% 7,416 667,404 2.76% 7,416 GC General Requirements 6.0% 667,404 2.75% 7,416 667,404 2.76% 7,416 GC Oveittead 2.0% 249,164 1.03% 2,768 249,164 1.03% 2,768 Recreational) Owner Items 225,000 0.93% 2,500 225,000 0.93% 2,500 Off-Sitelmprovements 100,009 0.41% 1,111 100,000 0.41°% 1,111 Hard Cost Contingency (d: 5.0 % 556,170 2.29% 6,180 556,170 2.30% 6,180 Community Support 9,000 SF (4) $100 /SF 900,000 3.71% 10,000 900,000 3.72% 10,000 Bond1Corstnrction Interest Expi © 6.50% interest 732,818 3.02% 8,142 691,953 2.86% 7,688 Bond Origination Fee 2.0% 150,876 0.62% 1,676 150,876 0.62% 1,676 Bond Ching Costs 0.0% 23,344 0.10% 259 23,344 0.10% 259 Construction Loan Origination Fee 1.5% 113,157 0.47% 1,257 113,157 0.47% 1,257 Non -Profit Loan Fee 150,000 0.62% 1,667 150,000 0.62% 1,667 Costs of Issuance 130,300 0.54% 1,448 130,300 0.54% 1,448 Other Loan Closing Costs 13,50D 0.08% 150 13,500 0.06% 150 Operating Deficit Reserve (6 months expense +debt) 366,023 1.51% 4,067 366,023 1.51% 4,067 Accounting Fees 10,000 0.04% 111 10,000 0.04% 111 App1ca0an Fees 3,000 0.01% 33 3,000 0.01% 33 Appraisal 20,000 0.08% 222 20,000 0.08% 222 Architect Fee -Design/ LEER 4.0% 444,936 1.83% 4,944 444,936 1.84% 4,944 Architect Fee-Superviston 0.5% 155,617 0.64% 1,729 155,617 0.64% 1,729 Builder's Risk Insurance 1.00% 111,234 0.46°% 1,236 111.234 0.46% 1,236 Building Permit $1,500 (unit 135,000 0.56% 1,500 135,000 0.56% 1,500 Credit Undenmiting Fee 15,015 0.06% 167 15,015 0.06% 167 Engineering Fee 49,500 0.20% 550 49,500 0.20% 550 Environmental Report 25,000 0.10% 278 25,000 0.10% 278 FHFC Administrative Fees 16,880 0.07% 1:': 16,880 0.07°% 188 FHFC Appicatian Fees 5,000 0.02% 56 5,000 0.02% 56 FHFC Compliance Mon. Fee 68,487 028% 761 68,487 0.28% 761 Permanent Financing Fee 2.00% 46,000 0.19% 511 46,000 0.19% 511 Impact Fees (Detail) $8,653 /unit 778,746 3.21% 8,653 778,746 3.22% 8,653 Inspection Fees 150,000 0.62% 1,667 150,000 0.62% 1,667 Insurance- PropertyRJability $1,000 /unit 90,000 0.37% 1,000 90,000 0.37% 1,000 Legal Fees- Partnership 350,000 1.44% 3,889 350,000 1.45% 3,889 Legal Fees- Other 55,000 0.23% 611 55,000 023% 611 Market Study 4,500 0.02% 50 4,500 0.02% 50 Marketing/Advertising $1,667 /unit 150,000 0.62% 1,667 150,000 0.62% 1,667 Working Capital Reserve 67,572 0.28% 751 67,572 0.28% 751 Property Taxes (Construction) 81,000 0.33% 900 81,000 0.33% 900 Soil Test Report 25,000 0.10% 278 25,000 0.10% 278 Suivey(urduding as•bu:lt) 25,000 0.10% 278 25,000 0.10% 278 110e Insurance 8 Recording 0.57% 134,066 0.55% 1,490 134,066 0.55% 1,490 Utility Connection Fee $2,100 /unit 189,000 0.78% 2,100 189,000 0.78% 2,100 Conlingenxy (Soft Cost} 2A% 76.938 0.32% 855 76,938 0.32°% 855 Sub•Tota1 19,451,049 216,123 19,410,184 215,669 land Lease Payment 1,295,000 5.34% 14,389 1,295,000 5.35% 14,389 Developer's Admin. 8 Overhead 4.0% 778,042 321% 8,645 778,042 3.21% 8,645 Developer Fee 14.00% 2,723,147 11.23% 30,257 2,723,147 11.25% 30,257 Total Project Cost 18.0% 24,247,238 100.00% 269,414 24,208,373 100.00% 268,960 Financing Gap surplusi(short) 0 46,134) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "D" Project Schedule [MUST SHOW 14 MONTH CONSTRUCTION SCHEDULE] 26 M THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "E" Form of funding agreement previously approved by Executive Director • • • S AMPLE FUNDING AGREEMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS FUNDING AGREEMENT (this "Agreement") dated as of March 1, 2015, by and among CITIBANK, N.A., a national banking association ("Funding Lender"), SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created under Section 163.356, Florida Statutes ("CRA"), a Florida limited partnership ("Borrower"), THE URBAN LEAGUE OF GREATER MIAMI, INC., a Florida non-profit corporation ("Urban League"), AFFORDABLE LENDING COMPANY, LLC, a Florida limited liability company ("ALC Lending"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ("BONY"), 111010111111111111111111111.1111.1.1.111.111.111.1 (the "Investor Limited Partner") and HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY (FLORIDA), a public body corporate and politic duly organized and existing under the laws of the State of Florida ("Governmental Lender"). RECITALS A. Borrower owns a subleasehold interest in that certain real property described in Exhibit A ("Property") located at 1700 NW 4th Avenue, Miami, Florida. B. Borrower intends to construct on the Property an 84-unit multifamily residential project located in Miami -Dade County to be known as Courtside Family Apartments, together with all appurtenances, fixtures, and tenant improvements ("Improvements" and, together with the Property, the "Project"). C. Borrower has applied to Governmental Lender for a loan (the "Borrower Loan") for the construction, development, and equipping of the Project. D. The Borrower Loan is evidenced by that certain Multifamily Note, dated as of March 1, 2015, in the maximum principal amount of $12,000,000, made by Borrower payable to the order of Governmental Lender (the "Note") and that certain Borrower Loan Agreement, dated as of March 1, 2015, between Borrower and Governmental Lender (the "Borrower Loan Agreement"). E. The Borrower Loan is secured by, among other things, that certain Leasehold Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 1, 2015, executed by Borrower for the benefit of Governmental Lender (the "Security Instrument"; together with the Note, the Borrower Loan Agreement and all other documents executed in connection with the Borrower Loan, collectively, the "Borrower Loan Documents"), which Security Instrument encumbers the Project. F. Borrower has requested that Governmental Lender enter into that certain Funding Loan Agreement, dated as of March 1, 2015, between Governmental Lender and Funding Lender, pursuant to which Funding Lender will make a loan to Funding Agreement • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Governmental Lender (the "Funding Loan"), the proceeds of which will be used to fund the Borrower Loan pursuant to the Borrower Loan Agreement in accordance with the terms of the Funding Loan Agreement dated March 1, 2015 (the "Funding Loan Agreement") by and between Funding Lender, Governmental Lender and BONY and the Construction Funding Agreement dated March 1, 2015 by and between Funding Lender, as agent and Borrower (the "Construction Funding Agreement'). G. The Borrower Loan Documents have each been assigned by Governmental Lender to Funding Lender to secure the Funding Loan in accordance with the terms of the Funding Loan Agreement. H. CRA and Borrower have entered into a Development Agreement, dated January 15, 2013, , as amended by First Amendment to Development Agreement, dated January 30, 2014, and by Second Amendment, dated September 30, 2014 (as amended, the "Development Agreement"), with respect to the development of the Project. Pursuant to the Development Agreement CRA has agreed to make a $7,500,000 grant (the "CRA Grant") subject to the satisfaction of the terms and conditions set forth in the Development Agreement. J. The CRA Grant is being made by CRA to Urban League pursuant to the Non -Profit Grant Agreement, dated as of March 1, 2015 (the "Grant Agreement") between CRA and Urban League. K. CRA's Tax Increment Revenue Bonds Series 2014A-1 in the amount of $50,000,000 and Series 2014A-2 in the amount of $5,858,000 (collectively, the "CRA Bonds") issued pursuant to (i) Resolution No. R-12-0197, adopted by the Board of Commissioners of the City of Miami on May 10, 2012, as amended by Resolution No. R-13-0258, adopted on June 27, 2013, (ii) Resolution No. R-516-12, adopted by the Board of County Commissioners of Miami -Dade County on June 16, 2012, as amended by Resolution No. R-480-13, adopted on June 18, 2013, and (iii) Resolution No. CRA-R-12-0061 adopted by CRA on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted on March 25, 2013, Resolution No. CRA-R-13-0039 adopted on June 24, 2013 and Resolution No. CRA-R-14-0051 adopted on July 30, 2014 (collectively, the "Bond Resolution"), are being utilized to fund, among other things, the CRA Grant, which the Urban League has agreed to lend to ALC Lending, which ALC Lending in turn, has agreed to lend to Borrower to finance a portion of the cost to construct the Project L. CRA has entered into that Escrow Agreement, dated as of March 1, 2015 (the "Escrow Agreement"), between CRA and BONY, as escrow agent thereunder pursuant to which CRA has deposited $7,500,000 with BONY, which funds will be used to fund the CRA Grant in accordance with the Grant Agreement and this Agreement. Funding Agreement 2 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. M. At the direction of CRA as provided in the Escrow Agreement, or, in certain circumstances as provided herein and in the Escrow Agreement, Funding Lender, by delivery of a letter in the form of Exhibit "B" hereto (the "Escrow Letter") executed by Funding Lender to BONY, as escrow agent under the Escrow Agreement, directing BONY, as escrow agent to deposit a portion of the funds held by BONY, as escrow agent, in the account established with BONY, as fiscal agent, for the Urban League (the "Urban League Account") pursuant to and as defined in the Funding Loan Agreement. N. Pursuant to the Promissory Note, dated March 1, 2015 (the "Urban League Loan Note"), made by ALC Lending in favor of Urban League, Urban League has agreed to loan all of the CRA Grant proceeds deposited from time to time into the Urban League Account, to ALC Lending immediately upon deposit of such proceeds (the "Urban League Loan"). O. In accordance with the terms of the Funding Loan Agreement, the proceeds of the Urban League Loan will be deposited from time to time into the Urban League Account and shall be immediately transferred by BONY to an account established with BONY for ALC Lending (the "ALC Lending Account") pursuant to and as defined in the Funding Loan Agreement. P. Pursuant to the Promissory Note, dated March 1, 2015 (the "ALC Loan Note") made by Borrower in favor of ALC Lending, ALC Lending has agreed to loan all of the proceeds of the Urban League Loan deposited to the ALC Lending Account, to Borrower immediately upon deposit of such proceeds (the "ALC Loan"). Q. In accordance with the terms of the Funding Loan Agreement, upon deposit of funds into the ALC Lending Account, BONY is to immediately deposit the proceeds of the ALC Loan from time to time into the Urban League Proceeds Fund, as defined in the Funding Loan Agreement, to be held by BONY, in its capacity as Fiscal Agent, pursuant to the terms of the Funding Loan Agreement. R. The Investor Limited Partner has entered into that Second Amended and Restated Agreement of Limited Partnership, dated March 1, 2015 (the "Partnership Agreement") among the Investor Limited Partner and Pursuant to the Partnership Agreement, the Investor imite artner has agreed to make certain capital contributions to the Borrower as more particularly described in the Partnership Agreement. S. Pursuant to the terms of that Loan Agreement, dated March r ], 2015 (the "Surtax Loan Agreement"), between Borrower and Miami -Dade County, Florida (the "County"), and that Promissory Note, dated as of March ( ], 2015, made by Borrower in favor of the County (the "Surtax Note"), the County has agreed to loan $1,750,000 (the "Surtax Loan") to Borrower to pay a portion of the costs of constructing and equipping the Project. Funding Agreement 11111.0.1.111. • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. T. One condition specified in the Development Agreement is the execution of the Funding Agreement, as defined in the Development Agreement. CRA agrees that this Agreement and the Escrow Agreement constitute the "Funding Agreement" for purposes of the Development Agreement, NOW, THEREFORE, in consideration of the mutual promises herein contained, and the benefits to each of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, each with the other, as follows: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein by this reference and made part of this Agreement. Section 2. Definitions. Capitalized terms used herein and not defined herein shall have the meaning assigned in the Funding Loan Agreement. All references to this Agreement or any other document shall be deemed to include all amendments, restatements, modifications and supplements thereto to the extent such amendment, restatement, modification or supplement is made in accordance with the terms of the provisions of such document and this Agreement. Section 3. CRA Grant; Urban League Loan; ALC Loan. In connection with the funding of the CRA Grant, making the Urban League Loan and the ALC Loan, CRA, Urban League, ALC Lending and Borrower each represent, warrant, covenant and agree as follows: (a) CRA represents, warrants, covenants and agrees for the benefit of the other parties hereto as follows: (i) CRA has duly authorized, executed and delivered this Agreement, the Development Agreement, the Escrow Agreement and the Grant Agreement, each of which constitute the legal, valid and binding obligation of CRA enforceable in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and general principles of equity. (ii) CRA has deposited or will, simultaneously with the execution of this Agreement, deposit $7,500,000 into the escrow account (the "Escrow Account") established with BONY pursuant to the Escrow Agreement. CRA agrees that amounts in the Escrow Account will be disbursed by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. (iii) CRA represents and warrants that conditions precedent to the funding of the CRA Grant, other than the delivery of approved Applications for Payment as described in Section 4 below and CRA's delivery of written direction to disburse amounts held in the Escrow Account as described above, have been satisfied. CRA agrees that the Closing Date (as defined in the Development Agreement) is the date hereof and that as of the date hereof all CRA Conditions Funding Agreement 4 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Precedent (as defined in the Development Agreement) have been satisfied or waived by CRA. (iv) CRA covenants and agrees that it will not amend or modify the terms of the Development Agreement, the Grant Agreement or the Escrow Agreement without the prior written consent of Funding Lender. (b) Urban League represents, warrants, covenants and agrees for the benefit of the other parties hereto as follows: (i) Urban League has duly authorized, executed and delivered this Agreement, the Grant Agreement, and the Deposit Account Control Agreement dated the date hereof, among Urban League, BONY, as depository, each of which constitutes the legal, valid and binding obligation of Urban League enforceable in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and general principles of equity. (ii) Urban League hereby acknowledges and agrees that the proceeds of the CRA Grant funded pursuant to the Grant Agreement and this Agreement and, when released by BONY, will be deposited directly into the Urban League Account. Amounts on deposit in the Urban League Account shall only be used to fund the Urban League Loan. Upon deposit of any of the proceeds of the CRA Grant to the Urban League Account such amounts shall immediately and automatically be transferred to the ALC Lending Account by BONY and the amount so transferred shall constitute a portion of the Urban League Loan. The proceeds of the CRA Grant shall not be used for any other purpose. (iii) Urban League covenants and agrees that it will not amend or modify the Grant Agreement or the Urban League Loan Note without the prior written consent of Funding Lender and CRA. (iv) Urban League represents and warrants that the Urban League Account has been established with BONY. Urban League covenants that it will not amend or modify the terms of such account, or close such account, without the prior written consent of Funding Lender and CRA. (v) Urban League acknowledges and agrees that CRA will only be required to fund the CRA Grant pursuant to this Agreement and if the CRA is no longer obligated to fund the balance of the CRA Grant as provided in this Agreement, CRA will have no further obligation to Urban League under the Grant Agreement to fund the CRA Grant. Funding Agreement 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (c) ALC Lending represents, warrants, covenants and agrees for the benefit of the other parties hereto as follows: (i) ALC Lending has duly authorized, executed and delivered this Agreement, the Urban League Loan Note, and the Loan Agreement dated as of the date hereof (the "ALC Loan Agreement") between ALC Lending and the Borrower, and the Deposit Account Control Agreement dated the date hereof, among ALC Lending, BONY, as depositary, each of which constitute the legal, valid and binding obligation of ALC Lending enforceable in accordance with their respective terms, except as enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and general principles of equity. (ii) ALC Lending hereby acknowledges and agrees that all proceeds of the Urban League Loan will be deposited directly into the ALC Lending Account. Amounts on deposit in the ALC Lending Account shall only be used to fund the ALC Loan. Upon deposit of any amount to the ALC Lending Account such amounts shall immediately and automatically be transferred by BONY to the Urban League Proceeds Fund and the amounts so transferred shall constitute a portion of the ALC Loan. The proceeds of the Urban League Loan shall not be used for any other purpose. (iii) ALC Lending covenants and agrees that it will not amend or modify the ALC Loan Agreement, Urban League Loan Note or the ALC Loan Note without the prior written consent of the Funding Lender and CRA. (iv) ALC Lending represents and warrants that the ALC Lending Account has been established with BONY as depositary. ALC Lending covenants and agrees that it will not amend or modify the terms of such account, or close such account, without the prior written consent of Funding Lender and CRA. (v) ALC Lending acknowledges and agrees that Urban League will only be obligated to fund the Urban League Loan to the extent that Urban League receives any portion of the CRA Grant pursuant to the Grant Agreement and this Agreement. (vi) ALC Lending hereby acknowledges and agrees that none of the proceeds of the Urban League Loan to ALC Lending or any proceeds of the repayment of the ALC Loan to ALC Lending will be allocated for federal income tax purposes by ALC Lending to the direct or indirect payment of any debt service on any obligation the interest payable on which is excluded from gross income for federal income tax purposes. (d) Borrower represents, warrants, covenants and agrees for the benefit of the other parties hereto as follows: (i) Borrower has duly authorized, executed and delivered this Agreement, the ALC Loan Note and the ALC Loan Agreement, and each such Funding Agreement 6 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. document constitutes the legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as such enforceability may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and general principles of equity. (ii) Borrower hereby acknowledges and agrees that all proceeds of the ALC Loan shall be deposited directly into that certain Urban League Proceeds Fund established pursuant to the Funding Loan Agreement. Borrower shall use all funds from the Urban League Proceeds Fund in accordance with the terms of the Development Agreement, the Funding Loan Agreement, Borrower Loan Agreement and the Construction Funding Agreement and this Agreement. The proceeds of the ALC Loan shall not be used for any other purpose. (iii) Borrower covenants and agrees not to amend or modify the ALC Loan Note or the ALC Loan Agreement without the prior written consent of Funding Lender and CRA. (iv) Borrower acknowledges and agrees that ALC Lending will only be obligated to fund the ALC Loan to the extent that ALC Lending receives any portion of the Urban League Loan pursuant to the Urban League Note and this Agreement. (v) The Borrower hereby acknowledges and agrees that none of the proceeds of the ALC Loan to the Borrower will be allocated for federal income tax purposes by the Borrower to the direct or indirect payment of any debt service on any obligation the interest payable on which is excluded from gross income for federal income tax purposes. (e) Funding Lender represents and warrants to the other parties hereto that it has duly authorized, executed and delivered this Agreement, and this Agreement constitutes Funding Lender's legal, valid and binding obligation enforceable in accordance with its terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and principles of equity. (f) Governmental Lender represents and warrants to the other parties hereto that it has duly authorized, executed and delivered this Agreement, and this Agreement constitutes Governmental Lender's legal, valid and binding obligation enforceable in accordance with its terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and principles of equity. Section 4. Application for Payments. In accordance with the terms of the Construction Funding Agreement, the Borrower Loan Agreement and the Funding Loan Agreement, various trust accounts have been established with BONY, as Fiscal Agent under the Funding Loan Agreement, for the deposit of certain funds which will be used to pay costs Funding Agreement 7 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. associated with the construction of the Improvements and the repayment of the Borrower Loan. Pursuant to the terms of the Funding Loan Agreement, Borrower Loan Agreement and the Construction Funding Agreement, the Borrower may from time to time request an advance of funds by the delivery of a requisition meeting the requirements of the Borrower Loan Agreement and the Construction Funding Agreement and in the form of Exhibit "C" attached hereto (each, an "Application for Payment"). Pursuant to the terms of the Borrower Loan Agreement, the Funding Loan Agreement and the Construction Loan Agreement, BONY, as Fiscal Agent shall only make the transfers requested by an Application for Payment if such Application for Payment is approved by Funding Lender, such approval evidenced by Funding Lender's execution of an Application for Payment. Pursuant to the Construction Funding Agreement, the Borrower must satisfy certain conditions precedent as set forth in the Construction Funding Agreement in connection with each Application for Payment, satisfaction of such conditions being determined in the sole discretion of Funding Lender. In addition to those conditions, to the extent the amounts requested in the Application for Payment include amounts constituting proceeds of the ALC Loan, such Application for Payment must be approved by CRA, in the sole discretion of the CRA as provided below in this Section 4. Borrower hereby covenants and agrees to provide to CRA (by delivery to CRA and the parties designated to receive copies of notices to CRA in Section 23 hereof) copies of each Application for Payment submitted to Funding Lender at the same time that such Application for Payment is provided to Funding Lender, including all supporting documentation delivered to Funding Lender in satisfaction of the requirements of the Construction Funding Agreement and this Agreement related to such Application for Payment. The information delivered in connection with each such Application for Payment shall include, without limitation, the information described in Exhibit D attached hereto. Borrower acknowledges and agrees that in the event the conditions to the approval of any Application for Payment set forth in this Section 4 are not timely satisfied and the CRA, in its sole discretion, elects not to waive any such conditions in order to approve the Application for Payment, Borrower (i) agrees that the CRA shall have no liability to Borrower resulting therefrom, and (ii) waives any claims against the CRA for any failure to approve an Application for Payment notwithstanding the fact that Borrower has previously incurred costs in connection with the construction or rehabilitation of Improvements. Upon receipt of an Application for Payment Funding Lender agrees to notify CRA in writing of its decision to approve or disapprove such Application for Payment promptly following Funding Lender making such determination. Notwithstanding anything to the contrary contained in this Section 4 at no time shall the CRA be required to approve any Application for Payment if the total amount of the CRA Grant previously funded together with the amount of the CRA Grant to be funded in the pending Application for Payment exceeds 45% of the amount previously funded by Funding Lender, the County and the Borrower. Funding Agreement 111111111.11111110 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Notwithstanding anything to the contrary contained in this Section 4, at no time shall the CRA be required to approve any Application for Payment if Borrower is in default under the terms of the Development Agreement. If, by the end of the period beginning on the day on which CRA (including each party designated to receive copies of notices to CRA in Section 23 hereof) is in receipt of an Application for Payment requesting transfer of amounts representing proceeds of the ALC Loan, including, without limitation, all information to be provided therewith as described in Exhibit D, and ending on the later of (a) the tenth 00`h) day thereafter and (b) the third (3rd) Business Day following CRA's (including each party designated to receive copies of notices to CRA in Section 23 hereof) receipt of written notice from Funding Lender of its decision to approve (in whole or in part) such Application for Payment (the "Approval Period"), CRA has provided written notice to Funding Lender, BONY and Borrower that such Application for Payment is approved (in whole or in part or is not approved) (which notice shall direct the Escrow Agent to transfer from the Escrow Account to the Urban League Account the portion of the funds requested by the Application for Payment constituting ALC Loan proceeds which CRA has approved) (the "CRA Approval") or, has not provided written notice to BONY, Lender and Borrower that CRA objects to the disbursement of all or some portion of the requested amounts constituting proceeds of the ALC Loan, then such Application for Payment is approved by CRA (except with respect to such portion CRA does not approve) and Funding Lender shall proceed to approve such Application for Payment (except for the portion of the funds requested which CRA has disapproved) and submit the same to BONY. In such event CRA shall have no recourse against Funding Lender and Funding Lender shall have no liability to CRA with regard to such Application for Payment. If, following receipt of an Application for Payment requesting disbursement of amounts constituting proceeds of the ALC Loan, CRA provides written notice prior to the end of the Approval Period to Funding Lender and Borrower objecting to the transfer of all or some portion of such ALC Loan proceeds, Funding Lender shall not approve the Application for Payment requesting the transfer of the disputed amounts (but all undisputed amounts may be transferred) until CRA provides written notice to Funding Lender, Borrower and BONY approving such transfer. Any objection by CRA must be based upon the Application for Payment failing to satisfy the requirements of this Agreement and CRA shall specify the relevant failure in reasonable detail in the written notice of objection provided to Funding Lender, Borrower and BONY. Immediately upon resolution of the CRA objections, CRA will provide written notice to Funding Lender, BONY and Borrower approving transfer and directing BONY to transfer the previously disputed amounts held in the Escrow Account as provided above. If CRA objects to the transfer of amounts constituting ALC Loan proceeds as described above, the Funding Lender may, in its sole discretion, approve a revised Application for Payment requesting transfers from the trust accounts held by BONY, other than the disputed amounts, and in such case, CRA shall have no recourse against Funding Lender and Funding Lender shall have no liability to CRA for approving such Application for Payment. CRA shall have no recourse against Funding Lender and Funding Lender shall have no liability to CRA for any Application for Payment approved by Funding Lender which does not provide for the transfer of amounts constituting ALC Loan proceeds. CRA shall have no right to approve or disapprove Applications for Payment that do not involve ALC Loan proceeds. Funding Lender shall only be required to approve Applications for Payment to the extent provided in the Construction Funding Agreement. If CRA does not respond to an Application for Payment which includes a request to disburse a portion of the ALC Loan within the Approval Period, such Application for Payment Funding Agreement 9 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. shall be deemed approved by CRA and Funding Lender is hereby authorized to deliver the Escrow Letter to BONY directing BONY as escrow agent to transfer to the Urban League Account the portion of the funds requested by the Application for Payment constituting ALC Loan proceeds. Section 5. Default; Trigger Date. Funding Lender agrees to promptly provide to CRA a copy of each notice sent by Funding Lender to Borrower declaring a Default or Event of Default has occurred under the Construction Funding Agreement, the Funding Loan Agreement or Borrower Loan Agreement, or any of them. CRA shall have the right to cure such Event of Default as provided in Section 8.3 of the Borrower Loan Agreement and Section 8.2.1 of the Construction Funding Agreement. If, after the expiration of any applicable cure period, such Event of Default has not been cured to the satisfaction of Funding Lender, Funding Lender may exercise the remedies afforded to Funding Lender under the Borrower Loan Documents in its sole discretion. Neither Funding Lender nor CRA shall be under any obligation to approve an Application for Payment while any Potential Default or Event of Default exists and remains uncured. The "Trigger Date" shall occur on the earliest of: (a) the date on which the Funding Lender exercises the remedy to direct the acceleration of the Borrower Loan following the occurrence of an Event of Default and direct the application of all amounts held under the Funding Loan Agreement, and all proceeds of any collateral securing the Borrower Loan and the Funding Loan, to the repayment of the Borrower Loan and the Funding Loan; and (b) the date which is six months following the Funding Lender declaring that an Event of Default has occurred under the Borrower Loan Agreement or the Construction Funding Agreement unless: (i) such Event of Default is waived, (ii) such Event of Default is cured, (iii) Lender agrees to forbear from the exercise of remedies available under the Borrower Loan Documents or the Construction Funding Agreement arising as the result of the occurrence of such Event of Default, or (iv) Funding Lender and CRA otherwise agree; and (c) the date the Borrower Loan and all amounts owed to the Funding Lender under the Borrower Loan Documents are repaid in full. Upon the occurrence of the Trigger Date, CRA may direct Escrow Agent to disburse all amounts then held by BONY in the Escrow Account as directed by CRA in its sole discretion and CRA shall have no further obligation to fund the CRA Grant pursuant to the Grant Agreement. Funding Agreement 11111.111111101 10 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 6. Casualty/Condemnation. To the extent provided in Sections 19 and 20 of the Leasehold Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Filing made as of the date hereof (the "Mortgage") by the Borrower for the benefit of Governmental Lender and assigned to Funding Lender, Funding Lender agrees to apply insurance proceeds resulting from casualty or damage of the Improvements and payments or awards resulting from a taking, for any public or quasi -public purpose, by any lawful power or authority by exercise of the power of condemnation or eminent domain, toward the restoration, replacement or rebuilding of the Improvements. In the event that the Borrower fails to satisfy the conditions specified in Sections 19 or 20 of the Mortgage, as applicable, Funding Lender agrees to notify CRA of such failure. Thereafter, if CRA shall notify Funding Lender within ten (10) days after receipt of such notice from Funding Lender that CRA intends to satisfy such conditions, CRA shall have thirty (30) days following receipt of the notice from Funding Lender to satisfy the conditions specified in Sections 19 or 20, as applicable, of the Mortgage. If, following receipt of such notice from Funding Lender, CRA shall fail to so provide notice of its intent to satisfy such conditions or, following delivery of such notice CRA fails to satisfy such conditions within such thirty (30) day period following notice from Funding Lender, Funding Lender may apply the insurance or condemnation proceeds as permitted by the Mortgage. If CRA so provides such notice and satisfies such conditions within such thirty (30) day period, the insurance and condemnation proceeds shall be used for the repair and restoration of the Improvements as provided in the Mortgage. In the event that Funding Lender does not apply insurance proceeds or condemnation awards to the repair and restoration of the Project but instead applies such amounts to repay all or a portion of the Borrower Loan, CRA shall no longer be required to fund the balance of the CRA Grant and CRA may direct BONY as escrow agent to disburse all amounts held by BONY in the Escrow Account as directed by CRA in its sole discretion and CRA shall be under no obligation to further fund the CRA Grant. In addition BONY, as Fiscal Agent, shall disburse to the CRA any Urban League Proceeds held, in any account by BONY; provided however, that funds held in the Cash Collateral Account shall only be disbursed to the CRA following the payment in full of the Borrower Loan. Section 7. Amendments to Mortgage, Construction Funding Agreement, the Funding Loan Agreement and the Borrower Loan Agreement. Borrower and Funding Lender agree not to amend, without the prior written consent of CRA, Sections 19 or 20 of the Mortgage and Article 3 and Article 5 of the Construction Funding Agreement, Sections 7.4, 7.5, 7.6, 7.7 and 7.9, 12.1 of the Funding Loan Agreement and Sections 8.3 and 10.1 of the Borrower Loan Agreement. CRA shall promptly respond to any request for consent to amendments to the provisions described above, however any such consent shall be given in the discretion of CRA exercised reasonably. Section 8. Excess Funds and Amendments to Funding Loan Agreement. The parties acknowledge the Sections 7.4 and 7.7 of the Funding Loan Agreement and agree that once the Funding Loan is repaid in full, amounts remaining on deposit under the Funding Loan Agreement and described in those Sections shall be applied as provided in those Sections. Funding Lender and Borrower agree not to amend the provisions of the Funding Loan Agreement referenced in this Section without the prior written consent of CRA. CRA shall promptly respond to any request for consent to amendments to the provisions described above, however any such consent shall be given in the discretion of CRA exercised reasonably. Funding Agreement 11 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 9. Plans and Specifications. Borrower and Funding Lender acknowledge and agree that the Plans and Specifications approved by Funding Lender are identified on Exhibit "E" attached hereto and made a part hereof. Section 10. Construction Consultant. In accordance with the terms of the Borrower Loan Agreement, the Funding Lender, at the cost and expense of Borrower, for the benefit of the Funding Lender may retain a Construction Consultant, as defined in the Borrower Loan Agreement, to monitor the progress of construction of the Project and inspect the Improvements to confirm compliance with the terms of the Borrower Loan Agreement, the Construction Funding Agreement and this Agreement. The Funding Lender and the Borrower acknowledge and agree that the CRA is entitled to utilize the services of the Construction Consultant to monitor the progress of construction of the Project and inspect the Improvements to confirm compliance with the terms of the Grant Agreement and this Agreement at the sole cost and expense of the Borrower in accordance with disbursement conditions set forth in Exhibit D attached hereto. Section 11. Fund to be deposited into Cash Collateral Fund. Borrower, Funding Lender, Governmental Lender and the CRA acknowledge that pursuant to Section 2.12 of the Borrower Loan Agreement $3,310,000.00 of the Urban League Proceeds are to be deposited into the Urban League Proceeds Fund and applied to the Cash Collateral Fund as provided in Section 7.9 of the Funding Loan Agreement on or before August 1, 2016. Applications for Payment which include funds that will be applied to the Cash Collateral Fund are to be specifically identified in each applicable Application for Payment and shall be funded by the CRA substantially in accordance with the schedule attached hereto as Exhibit "F". Pursuant to the Funding Loan Agreement, all Cash Collateral Funds shall be applied to the outstanding principal balance of the Borrower Loan on or before the Conversion Date as defined in the Borrower Loan Agreement. Section 12. Construction Disbursement Agreement. Borrower, the Construction Contractor, and ALC Lending agree to execute the Construction Disbursement Agreement with the Title Company in the form of Exhibit "G" attached hereto simultaneously with the execution of this Agreement. Section 13. Change Orders. Borrower shall promptly provide the CRA with copies of all Change Orders, as defined in the Construction Funding Agreement, which have been approved by Funding Lender. Section 14. Cost Breakdown. Governmental Lender, Funding Lender and Borrower acknowledge and agree that the Cost Breakdown, as defined in the Construction Funding Agreement, which has been approved by Funding Lender, is attached hereto as Exhibit "H". Borrower covenants and agrees to promptly provide the CRA, in writing, notice of any changes to the Cost Breakdown approved by Funding Lender. Section 15. Additional Covenants of Borrower. Borrower further covenants and agrees as follows: Funding Agreement 12 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (a) Borrower shall include in an Application for Payment a request to disburse amounts to CRA, up to $75,000 in the aggregate, to reimburse CRA for costs described in Section 5.8(B) of the Development Agreement. (b) Borrower shall promptly notify CRA in the event that Funding Lender fails to advance funds when required under the Construction Funding Agreement, the Investor Limited Partner fails to make a capital contribution when required under the Partnership Agreement, as it exists on the date hereof, or the County fails to advance funds when required under the Surtax Loan Agreement. (c) Borrower shall promptly notify CRA in the event that Borrower receives notice of the occurrence of a default or event of default under the Construction Funding Agreement, the Borrower Loan Agreement, the ALC Loan Agreement or the Surtax Loan Agreement as a default or event of default is defined in each such agreement. (d) Borrower covenants and agrees that the proceeds of the ALC Loan shall be used in compliance with the terms of the Development Agreement. (e) CRA and its duly authorized agents and representatives shall have the right to enter upon the Property at all reasonable times and upon reasonable advance notice to inspect the Improvements and the construction work to verify information disclosed or required pursuant to the Development Agreement or this Agreement to the same extent Funding Lender and its representatives are provided access. Any inspection or review of the Improvements by CRA is solely to determine whether Borrower is properly discharging its obligations to CRA and may not be relied upon by Borrower or by any third party as a representation or warranty of compliance with this Agreement or any other agreement. CRA owes no duty of care to Borrower or any third party to protect against, or to inform Borrower or any third party of, any negligent, faulty, inadequate or defective design or construction of the Improvements as determined by CRA. (f) Borrower covenants and agrees to provide CRA copies of all documentation provided by Borrower to Funding Lender pursuant to the Construction Funding Agreement at the time such documentation is provided to Funding Lender. (g) Borrower covenants and agrees to comply with the provisions of Section 3.3 of the Construction Funding Agreement to ensure that the Borrower Loan is "in balance" in accordance with such section. Section 16. Loan In Balance Provisions. If the Funding Lender determines that the Borrower Loan is not "in balance" in accordance with Section 3.3 of the Construction Funding Agreement, the Funding Lender will endeavor to give notice to the CRA. The CRA will not be obligated to make further advances until the Funding Lender notifies the CRA that the Borrower Loan is "in balance". The determination of whether or not the Borrower Loan is "in balance" shall be at the sole and absolute discretion of the Funding Lender. The CRA, Urban League and ALC Lending (the "Release Parties") each hereby releases, acquits, and forever discharges the Funding Lender and its agents, representatives, attorneys, parents, subsidiaries, related companies or entities, entities which they control, owners, directors, officers, employees, Funding Agreement 13 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. partners, receivers, trustees, executors, administrators, successors, assigns, and any and all persons, or entities acting by, through, under, or in concert with any of them, whether current or former from any and all charges, claims, actions, causes of action, demands, complaints, liabilities, obligations, promises, agreements, controversies, damages, suits, rights, costs, losses, debts, or expenses of any kind and character whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, which the Release Parties may have arising from or growing out of any act or omission related in any way whatsoever to the determination by Funding Lender of whether or not the Borrower Loan is "in balance" or the failure to provide any notice required under this Section 16. Borrower, the Urban League and ALC Lending acknowledge and agree that the CRA will have no liability to any of them should the CRA not fund all or any portion of the CRA Grant or delay in funding all or any portion of the CRA Grant as a result of the CRA relying upon notice from the Funding Lender that the Borrower Loan is not "in balance" in accordance with Section 3.3 of the Construction Funding Agreement. Section 17. Benefit to Borrower. Nothing in this Agreement is intended for the benefit of Borrower. Section 18. Amendments to this Agreement. This Agreement may only be amended by a written instrument signed by each of the parties hereto. Any waiver granted with regard to provisions or conditions of this Agreement shall be in writing and limited to matters expressly addressed in such waiver and shall not be construed as a waiver of any other provisions or conditions, nor shall a waiver of any such provision or condition be construed to confer a right to subsequent waiver of the same provision or condition. Section 19. Severability. If any provision of this Agreement is determined to be unenforceable for any reason, it shall be adjusted rather than voided, to the greatest extent possible, to achieve the intent of the parties. All of the other provisions shall be deemed valid and enforceable to the greatest extent possible. Section 20. Governing Law. This Agreement shall be governed by the laws of the State of Florida without regard to choice or conflict of law rules. Section 21. Successors and Assigns. The terms of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Funding Lender agrees to deliver a copy of this Agreement to any transferee of its interests in the Loan Documents. Section 22. Counterparts. This Agreement may be executed in counterparts, and each shall constitute an original and all taken together shall constitute one agreement. Section 23. Notice. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, (c) certified or registered mail, return receipt requested or (d) facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or registered mail, the date on which the notice is received, as evidenced by the Funding Agreement 111111010111111111 14 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. executed return receipt, or, if delivery is refused, the date on which the delivery is refused, or (iv) transmittal, if sent on a Business Day by facsimile and if sent by facsimile on a day other than a Business Day, on the first Business Day following transmittal. Notices shall be provided to the parties and addresses specified below: If to Funding Lender: And to: Prior to the Conversion Date, with a copy to: And a copy of any notices of default sent to: with a copy to: Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Management Group Deal ID No. 22690 Facsimile: (212) 723-8209 Citibank, N.A. 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention: Operations Manager/Asset Manager Deal ID No. 22690 Facsimile: (805) 557-0924 Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Account Specialist Deal ID # 22690 Facsimile: (212) 723-8209 Citibank, N.A. 388 Greenwich Street New York, New York 10013 Attention: General Counsel's Office Deal ID No. 22690 Facsimile: (646) 291-5754 Holland & Knight LLP 1201 West Peachtree Street Suite 2000 Atlanta, GA 30309 Attention: Woodrow W. Vaughan III Facsimile: (404) 817-8574 If to Borrower or ALC Lending: 011111111111111111.11111 11111.11011111.1111111.0 3225 Aviation Avenue, Suite 602 Miami, Florida 33133 Attention: Matt Rieger Facsimile: (305) 856-1475 Funding Agreement IiIIMINfilliMi 15 • • • with a copy to: If to CRA: with a copy to: with a copy to: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. gliiiMPIPIONIONINNOMPRIPItr 150 West Flagler Street Suite 2200 Miami, FL 33130 Attention: Brian McDonough, Esq. Facsimile: (305) 789-3395 and 1011111•111111111111111111.1111111111111.1111111.P. 600 Superior Avenue Suite 2300 Cleveland, Ohio 44114 Attention: President and General Counsel and: Applegate & Thorne -Thomsen, P.C. 626 W. Jackson Blvd, Suite 400 Chicago, IL 60661 Attention: Bennett P. Applegate Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue Third Floor Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Facsimile. (305) 679-6835 Holland & Knight, LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131 Attention: William R. Bloom, Esq. Facsimile: (305) 789-7799 Fidelity National Title Group One Datran Center 9100 S. Dadeland Boulevard Suite 904 Miami, FL 33136 Attention: Silvia Machado Facsimile: (305) 265-7020 Funding Agreement 16 • • • If to Urban League: If to BONY: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue Miami, FL 02048 Attention: Oliver Gross, Executive Director Facsimile: (305) 696-9455 The Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Miami -Dade HFA Relationship Manager Telephone: (904) 645-1900 Facsimile: (904) 645-1930 If to the Investor Limited Partner: 600 Superior Avenue Suite 2300 Cleveland, Ohio 44114 Attention: President and General Counsel and: .. 626 W. Jackson Blvd, Suite 400 Chicago, IL 60661 Attention: Bennett P. Applegate or to such other address or such other person as any party may from time to time hereafter specify to the other parties in a notice delivered in the manner provided above. Whenever in this Agreement the giving of Notice is required, the giving thereof may be waived in writing at any time by the person or persons entitled to receive such Notice. [Remainder of page intentionally left blank] Funding Agreement 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year first above written. LENDER: CITIBANK, N.A. a national banking association • S-1 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Attest: Approved as to form and correctness: • By: � Funding Agreement S-2 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • BORROWER: 111011.111111111.1111111111111111 a Florida limited partnership BAMOMPRIMIIMMINI a Florida limited liability company, Its: Managing General Partner 'Mg By: ersigliffillrlimai • Funding A eement S-3 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. s • • of Funding Agreement URBAN LEAGUE: 'ME URBAN LEAGUE OF GREATER MIAMI, INC. S-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Florida limited liability company By: • Funding Agreement S-5 • 11011P;;*11 Name: anIEMMMIMillilib Title: .eflINIMIMNINIES • .410 • Funding Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. BONY: By 11110111.111111111Mils Name Title S-6 • • • 11.11.1.111111.1. Funding Agreement GOVERNMENTAL LENDER: S-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The undersigned is executing this Agreement as a passive investor in the Borrower and it shall have no liability whatsoever for the obligations of the Borrower hereunder or under any of the Loan Documents. The undersigned will make capital contributions to the Borrower subject to all terms and conditions set forth in the Partnership Agreement. INVESTOR LIMITED PARTNER: lesnium By 41111111011111== Funding Agreement S-7 By: By: Name: . Title: • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A LEGAL DESCRIPTION A portion of Tract "10", of "TOWNPARK SUBDIVISION 4 U.R. PROJECT FLA R-10", according to the Plat thereof, as recorded in Plat Book 87, Page 52, of the Public Records of Miami -Dade County, Florida. Being more particularly described as follows: Commence at the Southeast corner of said Tract 10; thence North 03°21'00" West along the East line of said tract 10 for a distance of 690.69 feet to a point of curvature of a circular curve to the left, concave to the Southwest; thence North, Northwesterly, and Westerly along the arc of said curve, having for its elements a radius of 25.00 feet, through a central angle of 87°37'25" for an arc distance of 38.23 feet to a point of tangency; thence South 89°01'35" West, along the North line of said Tract 10, for a distance of 158.27 feet to the POINT OF BEGINNING of the hereinafter described parcel of land; thence continue South 89°01'35" West, for a distance of 242.15 feet to a point of curvature of a circular curve to the left, concave to the Southeast; thence Westerly, Southwesterly, and Southerly along the arc of said curve, having for its elements a radius of 25.00 feet, through a central angle of 90°35'54" for an arc distance of 39.53 feet to a point of tangency; thence South 01°34'19" East, along the West line of said Tract 10, for a distance of 463.76 feet; thence North 87°43'18" East, along the North line of a 40.00 feet Utility Easement, for a distance of 105.35 feet; thence North 01°34'23" West, for a distance of 239.94 feet; thence North 89°46'38" East, for a distance of 49.25 feet; thence North 00'35'33" West, for a distance of 170.15 feet; thence South 89'59'43' East, for a distance of 110.67 feet; thence North 02°05'25" West, for a distance of 79.08 feet to the POINT OF BEGINNING. Funding Agreement A-1 • • • EXHIBIT B FORM OF ESCROW LETTER [DATE] The Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Miami Dade HFA Relationship Manager Dear Sir: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Reference is made to that Funding Agreement (the "Agreement") dated as of March , 2015 (the "Funding Agreement") by and among Citibank, N.A., a national banking association ("Funding Lender"), Southeast Overtown/Park West Community Redevelopment Agency, a public agenc ody corporate created under Section 163.356, Florida Statutes ("CRA"), a Florida limited partnership ("Borrower"), The Urban League of Greater tams, Inc., a Florida non-profit corporation ("Urban League"), Affordable Lending Company, LLC, a Florida limited liability company ("APC Lendin._ ank of New York Mellon Trust Company, N.A. ("BONY") an "Investor Limited Partner"). Capitalized terms used herein and not defined herein shall have the meaning assigned in the Funding Agreement. An Application for Payment was received from the Borrower on [DATE] which requested the disbursement of funds constituting ALC Loan proceeds in the amount of $ . Funding Lender provided written notice to CRA of its approval of such Application for Payment in accordance with the Funding Agreement. No response was received by Funding Lender from CRA with respect to such Application for Payment prior to the end of the Approval Period. Funding Lender hereby directs Escrow Agent to transfer $ held pursuant to the Escrow Agreement to the Urban League Account. Sincerely, CITIBANK, N.A. Funding Agreement B-1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C FORM OF WRITTEN REQUISITION (Project Fund) The Bank of New York Date: Mellon Trust Company, N.A. No.: 10161 Centurion Parkway Account(s): Jacksonville, Florida 32256 Re: $12,000,000 Housing Finance Authority of Miami -Dade County (Florida) Multifamily Mortgage Revenue NoteeillIIIIIIIINOPUMMI dated March 24, 2015 This requisition is being delivered to you in accordance with the Funding Loan Agreement, dated as of March 1, 2015 (the "Funding Loan Agreement"), among Citibank, N.A. (the "Funding Lender"), the Housing Finance Authority of Miami -Dade County (Florida) (the "Governmental Lender") and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the "Fiscal Agent") pursuant to which the above -referenced note (the "Governmental Lender Note") was issued. Capitalized terms not defined herein shall have the meanings assigned thereto in the Funding Loan Agreement. 1. You are requested to disburse funds from the Project Fund and/or the subaccount(s) therein identified below, pursuant to Section 7.6 of the Funding Loan Agreement in the amount(s), to the person(s) and for the purpose(s) set forth on Schedule _1 attached hereto and incorporated herein by reference. Such disbursements are to be made from the Project Fund and/or the subaccount(s) therein, as identified below, in the following amounts: PROJECT FUND: $ BORROWER EQUITY ACCOUNT: $ CAPITALIZED INTEREST ACCOUNT: $ URBAN LEAGUE PROCEEDS ACCOUNT: $ 2. The undersigned certifies that: (i) there has been received no notice (a) of any lien, right to lien or attachment upon, or claim affecting the right of the payee to receive payment of, any of the moneys payable under such requisition to any of the persons, firms or corporations named therein, and (b) that any materials, supplies or equipment covered by such requisition are subject to any lien or security interest, or if any notice of any such lien, attachment, claim or • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. security interest has been received, such lien, attachment, claim or security interest has been released, discharged, insured or bonded over or will be released, discharged, insured or bonded over upon payment of the requisition; (ii) this Requisition contains no items representing payment on account of any percentage entitled to be retained at the date of the certificate; (iii) the obligation stated on this Requisition has been incurred in or about the acquisition, construction or equipping of the Project, each item is a proper charge against the Project Fund, and the obligation has not been the basis for a prior requisition that has been paid; (iv) this Requisition contains no items representing any Closing Costs or any other amount constituting an issuance cost under Section 147(g) of the Code and payment of the costs referenced herein will not violate any representation, warranty or covenant of the Borrower in the Borrower Loan Agreement, the Regulatory Agreement or the Tax Certificate; [Applies only to the Funding Loan Proceeds] (v) not less than 95% of the sum of: (a) the amounts requisitioned by this Requisition to be funded from the Project Fund plus (b) all amounts previously disbursed from the Project Fund have been or will be applied by the Borrower to pay Qualified Project Costs; Applies only to the Funding Loan Proceeds] (vi) the Borrower acknowledges that fees, charges or profits (including, without limitation, developer fees) payable to the Borrower or a "related person" (within the meaning of Section 144(a)(3) of the Code) are not deemed to be Qualified Project Costs; and [Applies only to the Funding Loan Proceeds] (vii) as of the date hereof, no event or condition has happened or is happening or exists that constitutes, or that with notice or lapse of time or both, would constitute, an Event of Default under the Funding Loan Agreement or under the Borrower Loan Agreement. (The following paragraph is to be included in any requisition from Urban League Proceeds Account of the Project Fund] [I hereby certify that: i. the funds representing Urban League Proceeds are being requisitioned hereby only for purposes permitted under Section 5.4 of the Development Agreement dated as of January 15, 2013, between the Borrower and the CRA, as amended (the "Development Agreement"). ii. Borrower is in compliance with the terms and provisions of the Development Agreement. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • iii. All of the representations of Borrower in the Funding Agreement dated as of March 1, 2015 (the "Funding Agreement") by and between Borrower, the CRA, Funding Lender, Governmental Lender, Fiscal Agent, Affordable Lending Company, LLC, and RBC Tax Credit Equity Fund-83, L.P. are true and correct in all material respects. iv. The aggregate amount of Urban League Proceeds funded to date, including the amount included in this requisition, is 45% or less than the aggregate amount funded, including the amounts included in this requisition, by Funding Lender, the County and Borrower. v. Borrower is not in default under the Funding Loan Agreement, the Construction Funding Agreement or the Borrower Loan Agreement. vi. The amount included in this requisition includes $ which amount is to be transferred by Fiscal Agent from the Urban League Proceeds Account to the Cash Collateral Account. Dated: , 20 • • WINIIIIMINES By: =MpiiIts: r y 3 By: • iiNIMIIMIIIMMIIIMI By: Authorized Representative • 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Approved by Funding Lender: • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT D INFORMATION REQUIRED TO BE PROVIDED WITH EACH APPLICATION FOR PAYMENT OF ALC LOAN PROCEEDS Applications for Payment requesting transfers of amounts representing proceeds of the ALC Loan shall include the following: 1. A written itemized statement setting forth: (a) a description of the work performed, material supplied and/or costs incurred or due for which disbursement is requested with respect to any line item shown in the Cost Breakdown included in Exhibit B-1 attached hereto (the "Cost Breakdown") (each an "Item"); and (b) the total amount incurred, expended and/or due for each requested item less prior disbursements; (c) the portion of the funds requested by the Application for Payment which constitutes a portion of the ALC Loan and the portion of the funds requested by the Application for Payment which constitutes a portion of the Borrower Loan and other Borrower Moneys and a detailed statement as to costs to be paid or reimbursed with such amounts; and 2. With respect to each Application for Payment calling for the application of amounts constituting a portion of the ALC Loan, CRA shall have the right to condition the disbursement upon CRA's receipt and approval of the following: (a) bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested items included in the Application for Payment; (b) certifications of each of the architect, the contractor and the project inspector of the percentage and/or stage of construction that has been completed and its conformance to the Plans and Specifications and governmental requirements based upon any such architect's, inspector's and contractor's periodic physical inspections of the Property and Improvements utilizing AIA G702 and G703; (c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights including lien waivers from the construction contractor and conditional lien waivers from all subcontractors included in the Application for Payment; Funding Agreement D-1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (d) unconditional lien waivers from all subcontractors, materialmen and suppliers paid from the previous Application for Payment; (e) evidence of compliance with the terms of the Development Agreement; (f) a report of the Construction Consultant addressed to the CRA, showing that any goods, materials, supplies, fixtures or other work in process for which Application for Payment is requested have been incorporated into the Improvements and confirming the percentage of completion and that the work done has been performed in a good workman like manner pursuant to the Plans and Specifications consistent with what is reflected in the Application for Payment; (g) update endorsement to the Title Policy insuring the ALC Loan and the Borrower Loan showing no liens of record other than permitted encumbrances since the date of the Title Policy; (h) the Application for Payment and an itemized requisition for payment of the items shown in the Cost Breakdown; (i) evidence of Borrower's use of a lien release, joint check and voucher system acceptable to the CRA and Funding Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; (j) a written release executed by any surety to whom Funding Lender has issued or will issue a set aside letter and/or any public entity or agency which is a beneficiary under any instrument of credit or standby letter of credit which Lender has issued or will issue with respect to the Loan; (k) evidence that any goods, materials, supplies, fixtures or other work in process for which disbursement is requested have been incorporated into the Improvements; (1) in the event any Application for Payment includes the cost of materials stored at a location other than the Property ("Offsite Materials"), such Application for Payment shall include each of the following: (i) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility and have been appropriately marked to indicate Borrower's ownership thereof and Funding Lender's security interest therein; (ii) evidence that the Offsite Materials are insured as required by the Construction Funding Agreement; and (iii) evidence that the Funding Lender has approved such Offsite Materials, to the extent approval of the Funding Lender is required under the terms of the Construction Funding Agreement; (m) in the event that any Application for Payment includes the cost of materials stored on the Property ("Onsite Materials"), such Application for Funding Agreement D-2 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Payment shall include each of the following: (i) evidence that the Onsite Materials have been purchased by Borrower; (ii) evidence that the Onsite Materials are insured as required under the Construction Funding Agreement; and (iii) evidence that the Onsite Materials are stored in an area on the Property for which adequate security is provided against theft and vandalism; and (n) evidence of the Borrower's compliance with the provisions of Articles 3, 4 and 5 of the Construction Funding Agreement. 3. Periodic Disbursement of Construction Costs, Site Work Costs and Offsite Costs. As construction progresses, a portion of the Cost Breakdown shall be periodically disbursed to or for the benefit or account of the Borrower for the Construction Costs, Site Work Costs and Offsite Costs items, subject to a ten percent (10%) holdback for retainage until the Improvements are 50% complete, at which such time the ten percent (10%) amount shall be reduced to zero percent (0%) (such amounts so retained being referred to as "Retainage"). The Retainage shall be disbursed to or for the benefit or account of the Borrower upon completion of the Improvements in accordance with the Plans and Specifications, the Construction Contract, governmental requirements and the conditions set forth in the Construction Funding Agreement. 4. CRA. Applications for Payment, including all required back-up materials, shall be provided to CRA at the following address in accordance with the notice provisions of Section 16 of this Agreement: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2" d Avenue Third Floor Miami, FL 33136 Attention: Clarence E. Woods, III Executive Director Facsimile: (305) 679-6835 With a copy to: Holland & Knight, LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131 Attention: William R. Bloom, Esq. Facsimile: (305) 789-7799 With a copy to: Fidelity National Title Group One Datran Center Funding A ree n D-3 • • • Fundin Agreement 9100 S. Dadeland Boulevard Suite 904 Miami, FL 33136 Attention: Silvia Machado Facsimile: (305) 265-7020 D-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • EnfI81T E DESCRIPTION OF APPROVED PLANS AND SPECIFICATIONS Funding Agreement E-1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The plans and specifications prepared byllimilmlumfilligifte , 2013, and last revised on August 11, 2014 as more particularly identified below Original Draw Leteet Raidon Page 4 Page Descrtptlon Date Gate Architecture 400.43 Cover Sheet 400.1. Index of Drawings A0.0 Site Ran and Site Details A0.1 1st Level Floor Plan A0.2 2nd Level Floor Plan A0.3 3rd Level Floor Ran A0.4 4th thru 6th lypicel Level Floor Plan AO.5 Rood Level Moor Plan A0.8 Roof Level Floor Plan A1.0 1st Level Plan Partial A A1.1 tat Level Plan Partial 9 A1.2 2nd Leyte Plan Partial A Ai.3 2nd Level Plan Partial 8 A1.4 3rd level Plan PeAtoi A A1.5 3rd Level Plan Partial B A1.8 4th Level Plan Partial A A1.7 4th Level Wan Partial 8 A1.8 5th Leval Plan Partial A A1.9 5th Level Plan Partial 8 A1.10 6th Level Plan Partial A A1.11 6th Levet Plan Partial 8 41.12 Main Roof Level Partial A A1.13 Main Roof Level Partial B A1.14 Upper Roof Level Partial A A1.15 Upper Roof Level Parttat 6 A2.0 lot Level Floor Pien Partial 1 Ali 1st Leval Rom Plan Partial 2 A2.2 ist Level Floor Peln Partial 3 A2.3 1st Leval Floor Plan Partial 4 42.4 2nd Leval Floor Plan Partial i 42.6 tad Level Floor Plan Partial 2 42.6 2nd Leval Floor Flan Partial 3 42.7 2nd Level Floor Plan Partial A2.8 3rd Level Floor Plan Partial 1 A2.9 3rd Level Floor Pien Partial 2 A240 3rd Level Floor Plan Partial 3 A2.11 3rd Level Floor Pan Partial 4 A2.12 4th that 8th Level Roar Plan Pertefl 1 A2.13 4th thru Oth Level Fir Plan Partial 2 42.14 4th thru 6th Level Floor Pion Partial 3 A2.18 4th thru 6th Level Floor Ran Pertlel4 A3.0 Building Elevation West View A3.1 Building Elevation North West View A3,2 Building Elevation North View A3.3 Building Elevation East View 7/8/2013 10/1/2013 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2013 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/201.3 5/19/2014 7/8/2013 5/14/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 . 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/6/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Original Draw Latest Revision Page 8 Page 0eeartptton Date Date A3.4 Building Elevations South View 7/8/2013 5/19/2024 A4.0 Building Sections 7/8/2013 5/19/2014 A4.1 Building Sections 7/8/2013 5/19/2014 A42 Well Sections 7/8/2013 5/99/2014 A4.2 Wen Sections 7/8/2013 5/19/201A A4.4 Partial Roof Section 7/8/2013 10/1/2013 As.o tat Levet RCP 7/8/2013 5/19/2014 A5.1 2nd Laval RCP 7/8/2013 5/19/2014 A5.2 3rd Level RCP 7/8/2013 5/19/2024 A5.3 Typloel 4th thru 6th Level RCP 7/8/2013 5/18/2014 A8.0 Door Schedule & Notes 7/8/2013 5/19/2014 A6.1 Window Notes Types & Details 7/8/2013 5/19/2014 A6.2 Room Finish Schedule & Interior Notes 7/8/2013 10/1/2013 A6.3 Wall T pes 7/8/2013 5/19/2014 A7.0 Stair Details & Notes 7/8/2013 10/1/2013 A7.1. Stair Sections 7/8/2013 10/1/2013 A7.2 Stair Sections 7/8/2013 10/1/2013 A7.3 Elevator Plan & Sectlans 7/8/201.3 30/1/2013 A7A Trash Chute Pion & Sections 7/8/2013 10/1/2013 A8.0 Details 7/8/2013 10/1/2013 A8.1. Details 7/8/2013 10/1/201.8 A8.2 Roof Details 7/8/2013 10/1/2013 ABS Details 7/8/2013 10/1/2013 A8.4 RCP Details 7/8/2013 10/1/2013 A9.0 ADA Requirements 7/8/2013 10/1/2013 A9.1 ADA Requirements 7/8/2013 10/1/2013 A9.2 UnttA Pien& Interior Move -dons 7/8/2013 5/19/2014 A9.3 Unit B Pion & Inudor Elevations 7/8/2013 5/19/2014 A9.4 Unit C Plan & interior Elevations 7/8/2013 5/19/2014 A9.5 Unit A UFAS Plan & interior Elevations 7/8/2013 5/19/2014 A9.8 Unit 8 UFAS Plan & interior Elevations 7/8/2013 5/19/2014 A9.7 Unit C UFAS Plan & Interior Elevations 7/8/2013 5/19/2014 L8.0 Life Safety General Notes & Legends 7/8/2013 10/1/2013 LS.1 Ufe Safety Ground Level Plan 7/8/2013 5/19/2014 LS2 Life Safety 2nd thru 6tt► Level Pion 7/8/2013 5/19/2014 Structung sea Germret Notes 501 Foundation Pion 80.2 2nd Level Framing plan S03 3rd 61h Level Framing Plan SOA Roof Framing Plan 52.0 Watt Sections S2.1 Stair Section S2.2 Elevator & Roof Wan Section 82.3 Balcony Wan Secdons S3.0 Schedules &Typical Details 89.1 Schedules & Typical Details S40 West & North Elevations Wind Pressures • 7/8/2013 10/1/2013 7/8/201.3 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 10/1/2013 7/5/2013 5/19/2024 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2023 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 5/19/2014 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Orlginel Draw Latest Revision Page 8 Page Description Date Date 64.1 South & Esat Elevations Wind Pressures S4.2 Roofing Uplift 7/8/2013 6/19/2014 7/6/2013 10/1/2014 Meohangosh M1.1 =Level Root Plan 7/8/2013 6/16/2013 M1.2 2nd Lana! Roor Plan 7/8/2013 5/16/2014 e41.3 3rd Loved Roor Plan 7/6/2013 5/18/2014 141,3.1. 4th thru 6th Level Floor Pain 7/8/2013 5/16/2014 M1.4 8tlt Level FloorPlan 7/8/2013 5/18/2014 Mi8 Roof Level Plan 7/8/2013 5/18/2014 M2.1 7yploei Untt Floor Plan 7/8/2013 5/16/2014 M2.2 Typical floor Plan 7/6/2013 5/16/2014 M8.1 Schedules 7/6/2013 5/S6/2014 M4.1 Risers 7/8/2013 1/16/2014 145.1 Detefis 7/4/2013 10/1/2013 MB.2 Details 7/8/2013 10/1/2013 Plumbing P0.1 Site Plan P1./ 1st Level Roar Plan P1.2 2nd Level Roor Plan P1.3 3rd Level Floor Plan P1.3.1 4th thru 6th Level Floor Pion P1.4 Roof Levet Floor Pen P2.1 Typical Units Enlarged Floor pain P2.2 Typical Unit Enlarged Floor Plan P3.1 Typkal Unt Water Isometrics & Risers P3.2 Water Piping Distribution isometric P3.3 Seniteru Stack Piping isometrics P&4 Sanitary Piping Calleotin isomers P3.6 Stuns Drainage Collection Isometric P4.1 Notes Details Schedules & Legends t7soLNoak E0.1 Site Plan E1,1 1st level Roor Wan E2.2 2nd Level Plan £1.21 3rd Level floor Plan E1.2.2 401 thru 6th Level Plan E1.3 Roof Level Roar Pion E2.1 Typical Unit Enlarged Floor Ran E2.2 Typical Unit Enlarged floor Pion E3.0 Electrical Panels E3.1 Eluatrlcal Panels & Ughting Fixture Schedules E4.0 Electrical Riser Diagram 64.1 Telephone Riser Diagram E4.2 Cable TV Riser Diagram The Proteotiorr 7/8/2013 1/27/2014 7/8/2013 5/16/2014 7/8/2013 5/16/2014 7/8/2013 5/16/2014 7/8/2013 5/18/2014 7/8/2013 10/1/2014 7/8/2013 5/16/2014 7/8/2013 6/18/2014 7/8/2013 5/16/2014 7/8/2013 1/27/2014 7/8/2013 5/16/201A 7/8/2013 5/16/2014 7/8/2013 1/27/2014 7/8/2013 5/16/2014 7/8/2013 12/18/2013 7/6/2013 5/18/2014 7/8/2013 1/18/2014 7/8/2013 1/15/2014 7/8/2013 1/16/2014 7/8/2013 12./12/2013 7/8/2013 5/18/2014 7/8/2013 5/16/2014 7/8/2013 12/12/2013 7/8/2013 12/12/2013 7/8/2013 12/12/2013 7/8/2013 12/12/2013 7/8/2013 12/12/2013 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Original Draw Latest Revision Page 9 Page Descrlpson Date Date FP0.1 She Ran Fire Protection FP1.1 tat Level Plan FP1.2 2nd Level Alen FP3.2.1. 3rd Level Plan FP2.22 4th Oyu 6th Level Plan FP1.3 Roof Level Plan FP2.1 Typical Unit Plans FP2.2 lyptcet Unit Plan FP3.1 Foe Pump Room & Risers 7/8/2013 10/1/2013 7/8/2013 5/16/2014 7/8/2013 5/16/2014 7/8/2013 5/16/2014 7/8/2013 6/16/2014 7/8/2013 10/1/2013 7/8/2013 5/16/2014 7/8/2013 S/18/2014 7/8/201.3 1/16/2014 No Pg 8 Cover Sheet 5/20/2014 CS-1 Paving & Drainage Ran 10/1/2013 5/15/2014 PD-1 Paving & Drainage Ran 10/1/2013 3/20/2014 PD 2 Paving & Drainage Details 10/1/2013 PD3 3gnage & Pavement MerWngs 10/1/2013 5/15/2014 PM-1 Water & Sewer Notes 10/1/2013 3/20/2014 WS-1 Water &Sewer Plan 10/1/2013 5/15/2014 WS-2 Stormwater Pollution Prevention Plan 10/1/2013 SWPP-1 NPDES Notes 10/1/2013 SWAP-2 Erosion Control Details 10/1/2013 SWPP-3 Evasion Control Details 10/1/2013 Unclasping 1A1-01 Existing Tree Disposition Plan LA1-02 Planting Plan LA1,03 Landscape Specs & Planting Details 9/25/2013 2/28/2014 9/25/2013 5/1/1914 9/25/2013 2/28/2014 Requeatfor Information Responses: Status 1) Ct3 01- Plumbing ?mums Open 2) C1302 - Wall Type Otsignatione Closed 3) Ct3.03-Kitchen layouts Closed THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Exhibit F Estimated Funding of Cash Collateral Account '1tR f°gti--OU.r 4',;W:MNfaV'1'15%: 4, .. ..,luri15. . iii ,... tiAVg-1b`.'..,.. _15! .Stiii:15i.'Ii7iAL : = 'ESTIMATED Cash Collateral Deposit • 702,341 497,949 1,155.262 963,970 80,478 3,400,000 * The estimated deposits are equivalent to the projected hard cost requisition each month. All deposits are estimates and may vary during construction. • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • • • EXHIBIT G FORM OF CONSTRUCTION DISBURSING AGREEMENT Funding Agreement 1011101.111141. G-1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CONSTRUCTION LOAN SERVICES AGREEMENT Commitment No. Policy No. Escrow No. Date March , 2015 ARTICLE I PARTIES AND ADDRESSES AND TELEPHONES 1.01 FIDELITY NATIONAL TITLE INSURANCE COMPANY (hereinafter referred as to FNTIC) 1.02 9100 Dadeland Blvd Suite 904 Miami, Florida 33156 Phone: 305-779-4402 Ext. 3024 Fax: 305-265-7020 3225 Aviation Avenue, Suite 602 Miami, FL 33133 Attention: Mathew Rieger Phone: Fax: 3oc- &-4-< P)C 1.03 2251 Blount Round Pompano Beach, FL 33069 Attention: Phone: Fax: 1.04 LENDER: 3225 Aviation Avenue, Suite • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami, FL 33133 Attention: Mathew Rieger Phone: Fax: -AND- Southeast Overtown/Park West Community Redevelopment Agency c/o Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 Attention: William R. Bloom, Esq. Phone: 305-789-7712 Fax: 305-789-7799 1.05 The land on which the proposed construction is to be placed and which is described in the title insurance commitment and policy referred to above is legally described in Exhibit (A) attached hereto if not set forth below. ARTICLE II PURPOSE 2.01 FIDELITY NATIONAL TITLE INSURANCE COMPANY, hereinafter referred to as FNTIC, in consideration of the issuance of an ALTA Loan Policy No. insuring the lien of a construction mortgage on the property legally described in Exhibit A in the amount of $7,500,000.00 and the payment to it of a service charge of $450.00 per draw, does hereby agree with Southeast Overtown/Park West Community Redevelopment • - - - ti , the "LENDER") and (the OWER") "GENERAL CONTRACTOR") that it or the LENDER will disburse the proceeds of the Construction Loan through Construction Funding Requisitions (hereinafter referred to as "Requisition") in accordance with the amounts set forth in the Project Disbursement Schedule (Exhibit B) and pursuant to the terms and conditions set forth in the Payment Schedule (Exhibit C). FNTIC will execute this Agreement only upon the condition that the construction mortgage to the Lender will be recorded prior to the recording of a Notice of Commencement pursuant to Florida Statutes on Constructions Liens, (Chapter 713). ARTICLE III PROVISIONS 3.01 FNTIC has the right, but not the obligation, and solely for its own protection, to make such' inspections of the project as it deems advisable, Lender, Borrower and General Contractor (hereinafter referred to as G.C.), acknowledge that they do not and shall not rely upon any inspections which FNTIC may make pursuant thereto. Owner and G.C. agree that to facilitate said inspections they will freely disclose all aspects of any work, labor or materials 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. furnished at the request of FNTIC, including, without limitations, presenting all drawings, work orders, reports and accounting records. ARTICLE IV GENERAL PROVISIONS 4.01 In its capacity under this Agreement, FNTIC shall be responsible only for compliance with the duties imposed upon it hereunder. FNTIC is not required to obtain any statements from any party disclosing the subcontractors or material suppliers except those that are required in paragraph A 2, A3, B 1, and B2, of the Payment System Schedule. It may satisfy its obligation hereunder as to any lien for labor or materials for which it may be liable due to its failure to follow the instruction herein by either bonding off the claim of lien in accordance with Ch. 713.24 of the Florida Statutes, or issuing an endorsement to the Loan Policy insuring against the attempted enforcement of said lien. FNTIC shall have no responsibility: a) to inspect the construction site; b) to see that the improvements are constructed in accordance with plans and specifications, or that said improvements will be completed or that sufficient funds are available for completion; c) resulting from its complying with any and all legal process, writs, orders, judgements and decrees of any court or governmental authority, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed; d) for claims of liens or claims of construction liens by contractors, sub -contractors or materialmen or any other persons not disclosed by the Contractor's Statement or Requisitions or Owner's Statement or Requisitions, referred to in this Agreement; e) for claims which may be founded upon Waivers of Lien and/or paid invoices presented to it which have been forged or otherwise wrongfully procured, or where such document was executed by a person lacking authority to execute same (except where this Agreement would require that FNTIC disburse directly to the parties named in the Contractor's Statement or Requisitions, referred to in this Agreement); f) to the Borrower and Lender for any claims that the disbursement made under this Agreement may (i) not constitute proper payments as same may be required under the provisions of the Florida Statutes on Construction Liens (Chapter 713); or (ii) not comply with any of the provisions of the Lender responsibility for construction loans (F.S. 713.3471). 4.02 Lender agrees that all the title insurance coverage, including that against construction and materialmen's liens, is afforded to the Lender only by the aforementioned Loan Policy with subsequent endorsements and that no insurance is afforded by this Agreement. 4.03 All parties agree that this Agreement does not create a partnership, a trust relationship, agency relationship, a third party beneficiary relationship, or any other legal relationship other than that of independent contracting parties. 4.04 Proceeds of the loan shall be funded as allocated and agreed herewith by Borrower and Lender, as shown in Project Disbursement Schedule, Exhibit B. Should a Requisition as submitted by Borrower reflect increases or changes in the costs of construction as specifically allocated in previously submitted Requisitions, FNTIC shall have no liability to Borrower, G.C. or Lender or any other person for any consequences resulting there from including but not limited to liability under F.S. 713.3471. FNTIC shall further have the right to • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. rely on the Requisitions and affidavits of Borrower and G.C. as to the identities of all parties furnishing labor,materials or services to the project and FNTIC shall not have any liability to Borrower, G.C. or Lender for any consequences resulting from any errors or omissions in said disclosures of identities. 4.05 If written statements are furnished to FNTIC that funds available are not sufficient to complete construction, FNTIC shall not be obligated to continue disbursing funds hereunder until necessary funds are deposited with or committed to FNTIC by the Borrower or Lender or until FNTIC is directed in writing by the Borrower and Lender to disburse only a stipulated portion of the funds requested on subsequent Contractor's Statements. 4.06 The Borrower and G.C. covenant and agree to promptly secure the necessary recordable lien release or transfer any construction lien filed on the property to surety or cash bond as further provided by Section 713.24 of the Florida Statutes as same relates to construction lien, time being of the essence in this Agreement. 4.07 FNTIC shall not disburse any funds hereunder until a "Notice of Commencement" has been recorded pursuant to Chapter 713.13 of the Florida Statutes, certified copy of such Notice has been posted on the construction premises, and an Affidavit of such posting has been furnished to FNTIC. Fidelity National Title Insurance Company shall be named on such Notice of Commencement to receive a copy of Notices to Owner as provided in Sections 713.06 (2) (b) and Section 713.13 (1) (f and g) of the Florida Statutes. The Notice of Commencement must be recorded after the recording of the mortgage insured in the Loan Policy. 4.08 FNTIC may desire to inquire and communicate directly with various parties named in the Borrower's or G.C.'s Statement or who give Notice to Owner. Borrower and G.C. do hereby authorize FNTIC to make such inquiries and authorize those parties to furnish the information requested to FNTIC. 4.09 In consideration of, among other things, FNTIC's entering into this Agreement, G.C. indemnifies and saves FNTIC harmless from any and all losses, costs, damages, expenses and liabilities, including attorney's fees, which FNTIC may incur under said Loan Policy and the endorsements thereto or under this Agreement, arising from any mechanic's and materialmen's lien(s) for labor, material or services pursuant to Contractor's Construction Agreements with Borrower or from any erroneous information which G.C. or any person claiming by, through or under him, may provided FNTIC, or from the breach of any warranty or covenant made by Contractor to FNTIC. In addition, in consideration of, among other things, FNTIC's entering into this Agreement, Owner indemnifies and saves FNTIC harmless from any and all losses, costs damages, expenses and liabilities, including attorney's fees, which FNTIC may incur under said Loan Policy and the endorsements thereto or under this Agreement, arising from any mechanic's and materialmen's lien(s) for labor, material or services or from the breach of any warranty or covenant made to FNTIC by Borrower, or any person claiming by, through or under him. 4.10 Borrower warrants to FNTIC that the funds for disbursement set forth in this Agreement are as of the date heretofore, ample to complete the project. G.C. warranties to • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. FNTIC that the amount of his contract with Borrower is sufficient to complete the work contemplated therein. While FNTIC has no liability for sufficiency of funds to complete the project, it is, owing to increased likelihood of litigation, unwilling to enter into this Agreement where the funds are inadequate to complete construction. Toward this end, FNTIC requires the warranties in this section. 4.11 FNTIC will not be liable for loss or impairment of any funds which are in the course of collection or on deposit with any bank due to bank failure, insolvency or suspension. 4.12 FNTIC shall have no responsibility to determine compliance with F.S. 713.347 as that is the responsibility of the Borrower and Lender. 4.13 Nothing contained in this Agreement shall in any way limit or diminish the obligations of the Borrower or G.C. nor the rights of the Lender as may be contained in any Construction Loan Agreement between said parties. FNTIC has no responsibility for determining whether Borrower or G.C. is in compliance with the terms of any Agreement with the Lender nor shall FNTIC be responsible for failure of either party to perform under such Agreement. The funding of any loan proceeds to FNTIC shall be deemed Lender's direction to FNTIC to disburse. ARTICLE V EXHIBITS 5.01 The following exhibits are attached hereto and made part hereof: A, B, C, D, E, F, G, DATE: THIS DAY OF MARCH, 2015. BORROWER: BY: GENERAL CONTRACTOR: INNIPIMMill BY: LENDER: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • • • unimimmilliiimputimi BY: -AND- Southeast Overt n/Par c West munity Redevelopment Agency BY: BY: qiiimalIENNMansimmiffiffamosimiliiiiiiiiiiiiiiiiiiiia 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A LEGAL DESCRIPTION OF PROJECT • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. { 0 0 LEGAL DESCRIPTION: A portion of Tract '18', of 'TOM/PARK SUBDIVISION 4 U.R. PROJECT FLA. R-10', according to the Plat thereof, as recorded to Plat Book 67, Pogo SZ of the Pu0tic Records of Mlnrnl-D'ade Countx Florida. More particularly described as follow •$ Commence at the Smitheaet corner of said 1'cot 10;• thence ND35og21mtn0DeeoW, along the East tine of sold Trott 10 for o dietanoe of 690.69 feet to o point of curvofiue of a oiioutar AIM to the Lett, conccvo to the Southwest thence North, Northwest . and Westerly along the aro of (aid cutrce, huffing for Its elements a radius of 25.00 feet, through a. central angle of 074ag37netnZtisao far an era dNtanes of 36.23 feet to o point of to rganayl thence S89degOttoin38eOoW along the Nortli Line of said Tract 10, for a eitetanoe of 15227 feat to the POINT of BE NNINO of the hereinafter detedbpd parcel 'Oland thence continue S89degOfini1135sedis for d tetonce of 242.15 feet to a point of curvature of a circular Curve to tha•'feft. concave to the Southeast; thence Westerly. Southwootetd$ and Southerly along the oho of sold .curve, 'wag for Ito olaniente a radio of 25. feet, through a control angle of •90deg35rnbr84(ea for an aro dtetanoo of 39.53 feel: 1-1 to o point of tangent* . thence. SUldeg34ridnit eaeE, along the Wort Une of acid .J Traot.10, for o distance of 483.78 feet thence N137deg43mfn18eecE. along the North tine:of o 40.00 feet Uttllty Easement. for o distance of 105.35 foot; Oronoo 1101de934 nto23eodfVl. for o dttetdmoe of 23994 feet thane( N88dog46nitn38secE for a distance of 49.25 feet theme,NOOds$35mbt33eeoW, for a dietaries of 170.18 feet thew S89 �pg9 min43seoE, far o distance of t10.87 feed. thence NO2dsg0$niln�BaeoW. •_for o dlatanoa of 79.08 feet to the POINT OF BEGINNING. Corntoining '72.499.20 Square Feat or.1.86 Acres more or lose. • • Ili r X a II Y r P, MONK NM - RIM WORM PJlL - Falltf T 66ilt P6 - t9tdE tl ( - wont c e CULMER CENTER 1600 NW and AVE-PARCEL A tIEROSI ACY,lyc. 1B3DN.9#.9 /MINDE2edt�COR t1 kt, FLORIDA ad172 Pit mom Wape5}471)493.1 --- ::, j:; • i. J.EfatPUON • F > ,_..,. , -ti„o, �, •• ••-. ; , tit I Scow 4. •:iiLs l' c:,,� '. . woe La. ' • . 1ooe se 2 v 3 .m ...gyp >� itioar cocoa. poir..129 • • • 1. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • SITE LOCATION • c a KW. Ttiit Street i r--M'--- star.•1tateritawo Ar 1„OCATIOM MAP s A POR?ION OP 4130CION 86 TOIi 68 SOUTH,. wpm41 PAWL CO . PLON DA (Noy Tb naziSURVEYOR'S NOTES; 1 -Tie is pot o Boundary may, but gnty a GRAPHIC 1>�tCTfQN of iho •ds atIon a *MO n can. 2)-Not..voltd withoi+t :Uie•atgndbare•: and tial • ordghol r+cIIad seal of o FWrido Eloenegd Sinew and Mapper. 'Additions or del:Mena to survey mops or reports by other th'the stgnb A party or pwiea'ts prbblblt d 194.1.1541 Written ccnient of the sighing party or parties. rn3) -There may be additional Aestrfo#tans ' ' •shams on,this Sketch !r LeP&I that moY do *old I ' in.. . Pablio . of lib Welty, a o ABSTRAMOF VIE or81 be mode to determine recordedbtn inenente..lf ;my a e g this pprrooppertl4 14) »North arrow deaden and bearing Mem Isom. ere. based Doroesumed value of NOr34'i9".W along. the aonter.l ne ' of -KW.' Oat Ava:re as shown on the recorded, 'pratg� ar � az tan catmtR rI 8ids Sksbdr cord tbasoctp ie 6assd an. the Information provided by the Went. ) -Noll% r+ has been performed tb detrrnitne 11 there are eby conflict e411t14p or aiatriq out of the creether of the easements. Rl ht of Ways. Parcel001010boo, or any other type of enoilmb anoss that the herein dolor ad !ego! .may bo utlthree for " SURVEYOR'S CERTIFICATE: • t Hereby Certify to the best of my knowledge eit Witt that Ude drawing Is o true and correct re entation of the SKIM AND CEO& DESCRIPTION of the real properly described hems. 1-farther certify diet this sketch was premed In accordance Iv:Rh the applicable provisions of repchapter 816t7-•6, Florida Aerainlstretive Code. Ford, Artrantoros & •11lanerab. Inv. Date: October 8, 2008, a 3 r a- CULMER CENTER *1600 NW 3.r!AVE-PARCEL A. �ro amgtfzuc • EXIIIBIT B PROJECT DISBURSEMENT SCHEDULE • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. $ 11,64 —�— Intsoweeaus w.pyr..ae o01 16 I%00 aw mn.i... {¢nm -^--i ''� ..otto.nOottem § ¢ 1$5 4S.W An ....___ i • OY.rte.. 'L - . O$ ..A..11w_603. 3 00 4e11..l Nee. *swam a$ 73000 IY.teaN 1- .00 .tw.ai,..... sa ,. 659.00 0.•.r0«.4•.•.1...9 3022n00 ....M S 6A65U0 ....e.wt, _ J $ • ......• nm...Aum.r $ 67i663.00 w .a.. S S. 1.....104,cu. S t.gonn...«., Ow... $ e$ alW an.WFo ¢ 2tio_00 b..,.......u.,.w..+.. S. 1.0040.,wAe^.,11.01.0AM $ 34•p00RQ r•••• q ... • $ 20p00.O1 Waw.. Ie., tkv.....e $ 1200�0.00 .......pL...1e.. S in, waA1 R.....• _ tau el 20 laterwieel two Off" $ 10=CO .4.t...0.... S 11.000.00 .ra.nrwuw.+Mrt 3225.00 ,xe. wtua. reimewn MooM3 S 43j16SA0 m 0•a1C...abi6... $ 42,243.00 1e.4..e93M.lMw,�3361_ $ 160000 $ 104 936.00 ..._216.1ta..bewiJ.s....e1M1 ..tnN ,k. 1..6041t1 5 3,000A3,„ tm03.,.p.3,6.6,06er $ 929.0) ... WowP , $ a1t700.Ul YpfM-we, {6e300.00 eee..e..z. 9y 'MAXI AY.Y.Y.vr.M.da'•il•••`1_. S 150,,..00 t s 26 aa000 tom«..„ ^s._ F7 3......+.4 co, $ 2.10200 ii,�.1d,.c6.60. 9 5... CO h: 00 +'r � 1 i.r.. ...test. narretit 95a- lebref THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. S?- rdei ?MIT�a '. r•3.t�- 1' Sr n s u� i fi +°H � ' $ 603340 261151 700630 11/4630.03 $13.166.sa 4 3091194,01 ,.,., 4440300 $ 16.65 s $ 10 Mew GEZEWE $ 104.0,3t3A0 9. 112A3534 10040 s3Ala00 2.323.13 $ ate $ 135,721.03 sawijorg6 a3e,3 30 700.00 1 $ "5 .00 = 6,360.00 3,$A6Ds $ 3;4/6:M • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 461 to�'� p a�%''��&e'8. u* inn.. ,y��y %ill 5 i9LWLEO 3 e A00.00atG 5 ......—_._.__......_._...._...._..__.__—�_.._._.. ..... _ ..,__..�__.�._.. � •: -. P ;.��e ' �..._.__.__...._._.�.._.._.�_ e t« i :s• 5?,Rim3G.: `,° +.. i .._........__......._.._.........._ .+' ' .!' ,t:. ._._..._. ' ;W&.ti '. .'1i:'? Aimaire't dirk, tiST e�i &VEMIL:sIriti ' 2zics f", _'iv1. ': .., 65, 5hL01 +a z ... "' y+�'. -.o�.s t - e..,t. :awl,:v4_aF Jf. � ' ti- pr,ti 1,110,369.77 -57eWAD $ - i t�.na 3 3.7aein.77 [5 55ws7_45s3J • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C PAYMENT SYSTEM SCHEDULE FNTIC or the LENDER is authorized to make disbursements of the loan as described in Exhibit B, in the amount shown on the various requisitions described below, by making payments as the lender deems necessary directly of the amount set forth in the requisition under the terms and conditions described herein. All disbursements shall be initiated by the G.C. by completion of the requisition, a copy of which is attached as Exhibit E. The Requisition shall be submitted to the Borrower for approval. The Borrower then shall submit one approved copy to the Lender and to FNTIC. Prior to the actual disbursement of funds, pursuant to this agreement, FNTIC will make a record title search. If any intervening recorded instruments appear of record FNTIC will advise the Lender of same. NO Disbursements will be made until the matter is removed from the record or until FNTIC shall have received from the Lender written approval to disburse and to reflect the instrument or instruments in the endorsement to be issued. After each disbursement of funds, pursuant to this agreement, FNTIC will issue its standard endorsement to said Loan Policy, which endorsement shall be in the form attached hereto as Exhibit D. PRIOR TO ANY DISBURSEMENT BY FNTIC or LENDER, FNTIC SHALL BE PROVIDED BY THE BORROWER AND/OR GENERAL CONTRACTOR WITH THE FOLLOWING ITEMS. A. For the First Requisition 1. A Properly completed and executed Requisition, approved by Borrower. (Exhibit E) 2. Should the requisition fail to list names of all sub -contractors and material suppliers, a Sworn Statement from the G.C. (Exhibit G) setting forth a. All parties that the G.C. has or will have direct contracts with for furnishing labor, material or service to the project and b. The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06, and copies of said Notices. 3. A Sworn Statement from the Borrower (Exhibit F) setting forth a. All parties that the Borrower has or will have direct contracts with for furnishing labor, material or services to the project and b. The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06 and copies of said Notices. • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 4. The General Contractor's Partial Waiver of Lien for the full amount of the current payment request. 5. If direct disbursement is required by Lender to the parties disclosed on Exhibits E, F & G as being entitled to receive payment from the current requisition a sworn written statement from the G.C. must be furnished disclosing all parties to be paid from the requested payment showing the item of work performed and the amount to be paid. Direct disbursements will be undertaken only upon written direction to do so from the Lender. If this option is elected by the Lender as aforesaid FNTIC is to receive the Waivers of Lien described in B4 below, directly from the parties receiving payment at the time of making payment. 6. Verifications of Notice of Commencement as required in Section 4.07. B. For all Requisitions Including the Final Requisition 1. A properly completed and executed Requisition, approved by the Borrower. (Exhibit E) 2. Should the requisition fail to list names of all sub -contractors and material suppliers, a Sworn Statement from the G.C. setting forth a. All parties that the G.C. has or will have direct contracts with for furnishing labor, material or services to the project, not previously set forth in previous requisitions. b. The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06, not previously set forth in previous requisition, and copies of said Notices. (Exhibit G) 3. A Sworn Statement from the Borrower (Exhibit F) setting forth a. All parties that the Borrower has or will have direct contracts with for furnishing labor, material or services to the project, not previously set forth in previous requisitions. b. - The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06, not previously set forth in previous requisition, and copies of said Notices. (Exhibit G) 4. Executed partial or final Waiver of Lien through the date of the previous requisition which support the payments disclosed in the prior partial payment requisition to the G.C., from those parties shown on the previous requisition as being entitled to payment and from such sub -contractors and suppliers who have served a Notice to Owner as set forth in Section 713.06 of the Florida Statutes, a copy of which was received by FNTIC. • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 5. The General Contractor's Partial Waiver of Lien for the full amount of the current payment request. 6. If direct disbursements are required by Lender to the parties disclosed on Exhibit E, F, & G as being entitled to receive payment from current requisition, a sworn statement from the G.C. must be fumished disclosing all parties to be paid from the requested payment showing the item of work performed and the amounts to be paid. Direct disbursements will be undertaken only upon written direction' to do so from the Lender. If this option is elected by the Lender as foresaid FNTIC is to receive the Waivers of Lien described in B4 above directly from the parties receiving payment at the time of making payment. 7. Such additional updated surveys as may be required by the Lender pursuant to written instructions furnished to FNTIC. C. For The Final Requisition (defined as being the requisition in which the final disbursement of Lender funds is to be made exclusive of any retention). 1. An as built survey, if required by the Lender pursuant to written instructions furnished to FNTIC. 2. In addition to the requirement for the submission of a Final Requisition, the G.C. shall Furnish a Final Contractor's Affidavit stating, if that be the fact, that all parties furnishing labor, materials or service have been paid in full or, if the fact be otherwise, showing the name of each party who has not been paid in full and the amount due or to become due each labor, service or materials furnished; along with Final Waivers of Lien from all parties furnishing Notice to Owner. Final Payment will then be made to the G.C. when Final Lien Waivers are submitted from all parties set forth in the Final Affidavit and a Final Waiver of Lien is furnished by the Contractor. If Final Lien Waivers are not available, FNTIC shall not disburse any funds until it receives joint directions in writing to fund from the Borrower and Lender as well as sufficient funds to make each disbursement. 3. In the event a payment bond has been furnished by the G.C. pursuant to Florida Statutes 713.23, at the time of the Final Payment, G.C. may submit along with the Final Contractor's Affidavit, a written statement from the surety to the effect that the payment bond is in full force and effect. In this case, unless instructed in writing otherwise by the Lender, final payment will be made to the G.C. upon receipt of the Final Contractor's Affidavit, Final Release of Lien from all other parties who have been paid in full including all those who have served a Notice to Owner, and a Final Waiver of Lien from the G.C. and the written statement from the surety company. D. At the Time of Any Disbursement 1. Written instructions from the Lender of the amount of indirect (soft) costs to be funded with the current draw, which must identify to whom payment is to be made and any conditions to be satisfied prior to FNTIC funding same. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • 2(a). Within 10 working days of receipt of a Requisition approved by Borrower and all documentation supporting same described in this Agreement FNTIC shall famish written authorization to all parties to this agreement (i) of its receipt of the documentation and (ii) requesting the funding of the amount Requisitioned for disbursement. 2(b). If the Sworn Statement of the Borrower (Ex. F) and/or, the General Contractor partial or final Waiver and/or, survey (if required) and/or, final requisition requirements (if a final disbursement is to be made) or all of the waivers of lien required in paragraph B4 for any disbursement have not been furnished to FNTIC by the time FNTIC receives the Requisition for a funding approved by the Borrower, then within 10 working days of receipt of the Requisition approved by Borrower FNTIC shall furnish to all parties to this agreement written notification (i) describing the missing documentation, (ii) approving the Requisition except for the documentation described at (i) and (iii) requesting the funding of the Requisitioned amount less amounts represented by missing waivers of lien. Should these waivers of lien be received later then within 10 working days of receipt FNTIC shall provide a supplemental written notification to all parties (i) identifying which previously missing waivers (or other documentation) has been remained and (ii) requesting supplemental funding for the amount of construction represented by these waivers. • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT 11 COST BREAKDOWN APPROVED BY FUNDING LENDER • Funding Agreement • • • • 3._. Po?4o WwMw.r»W-+ IM # at$aAp 1-0 v . .4.MM.1aw1a..411.0 aq wr.d.,bri.1L 5309l1 IOt hIH. I $ sni.a$ INw▪ erketlet,....3r1 • .nWlaw 4w.t 14220.03 3 00 5(3G100 6OSS 00 $ 167.00 3 30▪ 4.v. W wn 06010wh«. L. .F30.000.00 6.04., s; i...m. .3 ...+.«.. h.r .Vartzl. $ 37,p.5.A0 rh4s„1«. t..mxahat.ww(w wee it. rnml.wCecMt.mPAL .. tar91 tn. mwmmwe ur•h..i'wa.. it T,6 04100.4 1..... ..i:we. 60e72140 $ :1,a010a Su1.11W.. 261$41.0D �.w. *I00A0 wx. eC 4 $0,009.00 11r 4.44.4e..w,.e. $ 5,72$A1 .$AODoO ti 6.w...mow004..9w11479• r..D.tl, w nuy.aa bow Gwpa..w t.. M.(IWO• 4wh.a„ImIh:1 ,rLNa e.«.•awn, aF..r....w. wh..naa0na4.t.600.+4 alwndfr6� +l"t.__ . IW9w1q.... pm. W.2,4. d6.e4.trudnr $ 41,74100 $ MaDD.00 S 104Ao$A0 • 325.00 $ 470,4D0U0 56A0 seam sa2s0 3,09400 1620.00 pww,�w.wa � is aa+i:7.w:r+di In*/ tpooettmeg THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. t $ _ _361.TT 4 , 3 - 1I • is s - 3 s 1 L 3_• • - • 373Aa -, ,SOD. 38.06 .. $ J3tID f7 7aAo 3 $gsau 33 2$401 :s$.t = O„S 4.7354s 13 41174 TA0 $ 2OOA0 6.bOs,00 $ 0931441 ti,__ 1,7274.00 ,$... 24330' $ a44L44 i 3 is 9 < �,.. 6,01630 5.. s2.727Ap 1 L40a00 6.475. D $4 sassy 40-4444., I i $ $ IIIMIVRWASSIM4111111111111111111111111111111111 a t $ a17.1AYr m.x. .706494 $ '20;„704, 1 3 7 .3 s s a locos $ ibi$400 $ 0440 4 . $ 1414011 .3 lRaoasn $ $ ueu J 'say t$ s 200,a174A0 $ :�Y�{�..���„�sZd. •.'fit S $. 13sy1 0 0 i $ -__ 63aA0a.00 11,614340.40 4 $ 3 s $ $ a.72UAD 1.474/20 4s scam ▪ 444SS04 $ $47.14 $ SAVO' .4 misuse $ 7,732,10400 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. talk .. WIttOT ( tetkavnurwO.tCMS iVrI a1f1f IL 0.51.114010.4 r.lr wn..m(ta a m.d.+ • • $ SIeol,m.00, lammtivi $ 7 O,CW.OWAo S - 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "F" NON-PROFIT GRANT AGREEMENT • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. NON-PROFIT GRANT AGREEMENT THIS NON-PROFIT GRANT AGREEMENT (the "Agreement") is dated as of the day of , 2015, by and between The Urban League of Greater Miami, Inc., a not for profit Florida corporation (the "NON-PROFIT") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA has entered into a development agreement dated as of January 18, 2013, by and between the CRA and St. John Plaza Apartments, LLC (the "Original Developer"); as assigned by the Original Developer to SJP Apartments, LLC, a Florida limited liability company (the "Developer"); and as amended by Amendment dated as of April , 2015 (the "Development Agreement"), by and between the CRA and Developer, with respect to the development of a project consisting of not less than 90 affordable rental units as more particularly described in the Development Agreement. B. Pursuant to the terms of the Development Agreement, the CRA has agreed to make a grant in an amount of up to Ten Million and No/100 Dollars ($10,000,000.00) (the "CRA Contribution") to the NON-PROFIT which CRA Contribution will be loaned by the NON-PROFIT to the Managing Member (or the Controlled Entity) which will loan the funds to the Developer pursuant to the terms of this Agreement and that certain funding agreement of even date herewith (the "Funding Agreement") by and among NON-PROFIT, the CRA, Developer, ( 1, LLC, a Florida limited liability company ("Lending"), and ( 1. [OPEN — PARTY'S EXECUTING FUNDING AGREEMENT] C. In accordance with the terms of the Development Agreement, Developer has designated Lending as the Controlled Entity to make the Loan to Developer. D. The NON-PROFIT and the CRA desire to enter into this Agreement to set forth the terms and provisions pursuant to which the CRA will make the CRA Contribution to the NON- PROFIT and the NON-PROFIT will loan the CRA Contribution to Lending which will loan the funds to the Developer. E. The CRA has determined that the making of the CRA Contribution (and thereby providing funds to be loaned and available for the development of the Project) is in furtherance of its purpose of providing decent, safe, affordable and sanitary housing for persons or families of low or moderate income within the Redevelopment Area. NOW THEREFORE, for and in consideration of $10.00 and other good and valuable consideration and the covenants and agreements hereinafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2. DEFINED TERMS. All defined terms utilized in this Agreement but not defined in this Agreement shall have the meaning ascribed to said terms in the Development Agreement. 3. GRANT. Subject to the satisfaction of the Conditions Precedent, as hereinafter defined, the CRA agrees to make the CRA Contribution to the NON-PROFIT, subject to adjustment in accordance with the terms of Section 5 of the Development Agreement. The CRA and the NON-PROFIT acknowledge and agree that the CRA Contribution is a grant and not a loan to the NON-PROFIT and that no portion of the CRA Contribution shall be repaid to the CRA. 4. USE OF CRA CONTRIBUTION. The NON-PROFIT covenants and agrees to use the CRA Contribution solely for the purpose of loaning the CRA Contribution to Lending in accordance with the terms and provisions of the Non -Profit Loan Documents and the Development Agreement. Proceeds of the CRA Contribution will not be used to pay fees and expenses of the NON-PROFIT. The NON-PROFIT covenants and agrees to enter into the Funding Agreement. The NON-PROFIT acknowledges and agrees that the CRA will fund the CRA Contribution to the NON-PROFIT in accordance with the terms of the Funding Agreement. The NON-PROFIT covenants and agrees to not unreasonably withhold its consent to the terms and provisions of the Funding Agreement. None of the proceeds of the CRA Contribution to the NON-PROFIT or any proceeds of the repayment of the Non -Profit Loan to Lending will be allocated for federal income tax purposes by the NON-PROFIT to the direct or indirect payment of any debt service on any obligation the interest payable on which is excluded from gross income for federal income tax purposes. In connection with the disbursement by the NON-PROFIT of any part of the proceeds of the CRA Contribution to Lending pursuant to the Non -Profit Loan or of any part of the proceeds of any repayment of the Non -Profit Loan, the NON-PROFIT will obtain the agreement of Lending or other recipient of such funds, as the case may be, to the effect that (i) none of the proceeds of the CRA Contribution to Lending or other recipient, as the case may be, pursuant to the Non -Profit Loan or of any part of the proceeds of any repayment of the Non -Profit Loan will be allocated for federal income tax purposes by such recipient to the direct or indirect payment of any debt service on any obligation the interest payable on which is excluded from gross income for federal income tax purposes, and (ii) that such recipient will obtain a similar agreement from any subsequent recipient of any such proceeds. 5. TERMS OF LOAN TO THE DEVELOPER. The NON-PROFIT covenants and agrees to loan to Lending the CRA Contribution (the "Non -Profit Loan") in accordance with the terms and provisions of the loan documents substantially in the form of the documents attached as Exhibit "A" attached hereto and made a part hereof (the "Non -Profit Loan Documents"). Lending will loan the proceeds of the Non -Profit Loan to the Developer (the "GP Loan") in accordance with the terms and provisions of the loan documents substantially in the form of Exhibit "B" attached hereto and made a part hereof (the "GP Loan Documents"). 6. REPAYMENT OF THE LOAN. In the event Lending repays all or any portion of the Non -Profit Loan to the NON-PROFIT, the NON-PROFIT covenants and agrees to utilize any such money to establish a micro lending program to support affordable housing located in the Redevelopment Area. In addition, if Lending returns a portion of the Non -Profit Loan pursuant to Section 5.3 of the Development Agreement, or the Non -Profit Loan is not fully disbursed and is 2 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. reduced pursuant to Section 5.3, the NON-PROFIT covenants and agrees to utilize any such money to establish a micro lending program to support affordable housing located in the Redevelopment Area. 7. CONDITIONS PRECEDENT. The obligation of the CRA to make the CRA Contribution to the NON-PROFIT is subject to the satisfaction or waiver of the following conditions precedent (the "Conditions Precedent"): a. All of the CRA Conditions Precedent set forth in Section 9.1 of the Development Agreement have either been satisfied or waived by the CRA. b. The closing of the transaction contemplated by the Development Agreement shall be consummated simultaneously with the funding of the CRA Contribution. c. The NON-PROFIT has executed the Funding Agreement. d. Lending and the NON-PROFIT have executed the Non -Profit Loan Documents in substantially the form attached hereto. e. Lending and the Developer have executed the GP Loan Documents in substantially the form attached hereto. f. The representations and warranties of the NON-PROFIT contained in Section 10 hereof shall be true and correct on the date of such funding. In the event the Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date, the CRA may either (i) terminate this Agreement, in which event the parties shall be released from all further obligations under this Agreement, or (ii) waive the conditions and proceed in accordance with this Agreement. 8. FUNDING OF THE CRA CONTRIBUTION. The CRA covenants and agrees to fund the CRA Contribution to the NON-PROFIT on a requisition basis as provided in the Funding Agreement. 9. REPRESENTATIONS OF THE CRA. The CRA makes the following representations: a. The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry out its business as presently conducted by the CRA and perform its obligations under this Agreement. b. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or the CRA's properties may be bound or affected. 3 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. c. This Agreement constitutes the valid and binding obligation of the CRA enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10. REPRESENTATIONS OF THE NON-PROFIT. The NON-PROFIT makes the following representations: a. The NON-PROFIT is a corporation duly organized and validly existing under the laws of the State of Florida and has full power and capacity to carry out its businesses as currently conducted and to enter into the transactions contemplated by this Agreement, the Non -Profit Loan Documents and the Funding Agreement. b. The execution, delivery and performance of this Agreement, the Non -Profit Loan Documents and the Funding Agreement have been duly authorized by all necessary corporate actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. c. The NON-PROFIT (i) is an organization described in Section 501(c)(3) of the Code, (ii) has received a letter or other notification from the Internal Revenue Service to that effect and such letter or other notification has not been modified, limited or revoked, (iii) is in compliance with all terms, conditions and limitations, if any, contained in such letter or other notification, it being expressly represented that the facts and circumstances which form the basis of such letter or other notification as represented to the Internal Revenue Service continue to exist, (iv) is exempt from federal income taxes under Section 501(a) of the Code and (v) is not controlled in any way by the Developer, the CRA, the City of Miami, Florida, Miami - Dade County, Florida, or the State of Florida within the meaning of Treasury Regulation § 1.150-1(b). The receipt of the CRA Contribution and the making of the Non -Profit Loan in accordance with the terms of the Non -Profit Loan Documents are in furtherance of the charitable purpose of the NON-PROFIT, and do not constitute an unrelated trade or business within the meaning of Section 513 of the Code or a prohibited transaction within the meaning of Section 503 of the Code. d. The NON-PROFIT has all requisite power and authority necessary to own, lease and operate its properties, to carry on its activities as now conducted and as presently proposed to be conducted and is, or will be, duly authorized to operate and loan the proceeds, under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof. e. Neither the execution and delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the 4 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. NON-PROFIT is a party or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the other documents contemplated thereby, will conflict with or result in a breach of or constitute a default by the NON- PROFIT under any applicable law or ordinance of the State of Florida or any applicable political subdivision thereof or of the NON-PROFIT's articles of incorporation or bylaws, or any corporate restriction or any agreement or instrument to which the NON-PROFIT is a party or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the NON-PROFIT under the terms of any such law, ordinance, articles of incorporation or bylaws, restriction, agreement or instrument except as permitted by this Agreement and the Funding Agreement. f. The NON-PROFIT covenants that it (i) shall not perform any act or enter into any agreement which would adversely affect its federal income tax status and shall conduct its operations in the manner which conforms to the standards necessary to qualify the NON-PROFIT as a charitable organization within the meaning of Section 501(c)(3) of the Code or any successor provisions of federal income tax law. g. The NON-PROFIT does not anticipate or have any intention or obligation to make any repayments to the CRA for repayment of the CRA Contribution except as provided in this Agreement. h. Proceeds of the CRA Contribution will not be used to pay fees and expenses of the NON-PROFIT. This Agreement constitutes the valid and binding obligation of the NON- PROFIT enforceable against the NON-PROFIT in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11. ASSIGNABILITY. The rights and obligations under this Agreement may not be assigned by the NON-PROFIT without prior written approval of the CRA, which may be granted or withheld in the sole discretion of the CRA. 12. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to NON-PROFIT: The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue 5 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami, FL 33147 Attention: Oliver L. Gross Fax: 305-696-4450 With a copy to: John Little, Esq. 963 NE 153 Street Miami, FL 33162 jolmlittle001@gmail.com If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2"d Avenue, 3rd Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 13. MISCELLANEOUS. a. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. Both parties to this Agreement have participated fully in the negotiation and 6 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against either of the parties hereto. b. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. c. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. d. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. e. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. f. Time shall be of the essence for each and every provision of this Agreement. g. This Agreement may not be recorded in the Public Records of Miami -Dade County. h. The "Effective Date" shall mean the date this Agreement is last executed by NON-PROFIT and the CRA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III, Executive Director 7 e • • ATTEST: Todd Hannon, Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA NON-PROFIT: The Urban League of Greater Miami, Inc. By: Name: Title: 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. #35214756_v2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "G" Non -Profit Loan Documents and MM Loan Documents • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROMISSORY NOTE , 2015 $10,000,000 Miami, Florida FOR VALUE RECEIVED, the undersigned, , a Florida limited ("Maker") having an address of 340 West Flagler Street, Suite 313, Miami, FL 33130, promises to pay to the order of The Urban League of Greater Miami, Inc., a Florida non-profit corporation, together with any other holder hereof ("Holder"), at 8500 NW 25th Avenue, Miami, Florida 33147, or such other place as Holder may from time to time designate in writing, the principal sum of TEN MILLION and NO/100 DOLLARS (U.S. $10,000,000) (the "Principal") or so much thereof as may be advanced hereunder, plus interest, if any, on the outstanding principal balance at the rate set forth in the next paragraph ("Interest or Interest Rate"), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note (the "Note"). The term of this Note is seventeen and one half (17.5) years and shall end on , 203_ (the "Maturity Date"). Before the Maturity Date no payments of principal or interest will be made. Interest shall not accrue or be payable under this Note. In the event that on the Maturity Date, there is not then a current, uncured and properly issued and outstanding notice of default given by the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") or its successor or assign against SJP Apartments, LLC, a Florida limited liability company (the "Owner") or its successor or assign under that certain Restrictive Covenant Agreement dated of even date herewith between the Owner and the CRA, the Principal, any outstanding Interest and any other amounts outstanding under this Note shall be deemed to be forgiven on the Maturity Date, this Note shall terminate and be deemed cancelled, and the Holder shall execute any documents requested by the Maker to evidence such forgiveness. Notwithstanding anything else set forth above, as a condition to the amount owed by Maker hereunder being forgiven by Holder, Maker shall covenant and agree to use an amount equal to the Principal of this Note, within one (1) year of the date of the forgiveness of this Note, for the fostering of affordable housing in Miami -Dade County, Florida, for a minimum of ten (10) years, which shall be defined as developing through an affiliate of Maker or investing, loaning or granting funds to an affiliate of Maker or a third -party to further the development, building or rehabilitation of either rental or for -sale housing (or improvements related thereto) in Miami -Dade County in connection with developments which serve primarily persons or families earning no more than 80% of area median income. The Principal of this Note shall be advanced from time to time pursuant to the terms of that certain Funding Agreement (the "Funding Agreement") dated as of , 2015 by and among the Owner, Maker, Holder, the CRA, [insert first lender/bond purchaser name], [insert trustee/fiscal agent name] and Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership ("Maker's Investor Member"). The terms of the Funding Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January 18, 2013, by and between the CRA and St. John Plaza Apartments, LLC, as the predecessor -in -interest to #4220284 vI 4I803-0001 1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Owner ( the "Development Agreement"), Maker shall within thirty (30) days of demand by Holder or the CRA repay to Holder the amount of any excess of sources over uses (including, a fully -funded developer fee not in excess of the limits set forth in Section 5.2 of the Development Agreement) as determined in accordance with 5.3 of the Development Agreement, the terms of which are incorporated herein by reference and made a part hereof. Upon the execution of this Note, the Maker shall pay the Holder One Hundred Twenty -Five Thousand Dollars ($125,000) as a fee in connection with the making of the loan evidenced by this Note. The payment of the above fee shall not be considered a partial repayment of the Principal owing under this Note. This Note and all other agreements, instruments and documents, delivered in connection with this Note are collectively referred to as the "Loan Documents." This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any payment when due in accordance with the terms of this Note; and (b) failure to keep or perform any of the other material terms, covenants and conditions in this Note provided that such failure shall have continued for a period of thirty (30) days after written notice of such failure from .the Holder. #4220284 vl 41803-0001 2 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Upon an Event of Default hereunder, the Holder shall have all of the remedies set forth in this Note. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of; any subsequent remedy as to a subsequent event. Any notices required or permitted to be given pursuant to this Note shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to HOLDER: The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue Miami, FL 33147 Attention: Oliver L. Gross Fax: 305-696-4450 With a copy to: John Little, Esq. 963 NE 153 Street Miami, FL 33162 johnlittle001@gmail.com If to MAKER: 340 West Flagler Street Suite 313 Miami, FL 33130 Attn: James Watson Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. The term "other person liable for payment of this Note" shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. #4220284 v I 41803-0001 3 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Whenever the context so requires, the neutral gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, defenses related to affiliated entities or related parties, notice of dishonor, protest, notice of nonpayment and/or protest, notice of default or delinquency, notice of acceleration, notice of costs, expenses or losses and interest thereon; notice of late charges, all other forms of notice whatsoever, and diligence in collection or in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests in or to properties securing payment of this Note; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment of this Note, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's agreement, Holder would not have agreed to lend the Maker the Principal on the terms and at the Interest Rate. This Note arises out of or is given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. Maker shall pay any and all present and future documentary stamp taxes, intangible taxes, and other similar charges, including interest and penalties thereon, if any (collectively referred to as the "Documentary Taxes") which arise in connection with this Note or any other. Loan Document. Maker shall and hereby agrees to indemnify the Holder for the full amount of all Documentary Taxes #4220284 vl 41803-0001 4 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. paid by the Holder or any liability (including penalties and interest, if any and Holder's reasonable costs and reasonable attorneys fees related thereto) arising therefrom or with respect thereto. Without prejudice to the survival of any other agreement of Maker hereunder or under any other Loan Document, the agreements and obligations of Maker contained in this section shall survive the payment in full of this Note. #4220284 vI 4f803-000f [Signature on Following Page] 5 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WHEREFORE, Maker has executed this Note as of the first date mentioned above. #4220284 vi 41803-0001 6 MAKER: , a Florida By: Name: Title: • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made effective as of the day of 2015, between , a Florida ("Lender"), whose address is 340 West Flagler Street, Suite 313, Miami, Florida 33130 and SJP APARTMENTS, LLC, a Florida limited liability company ("Borrower") whose address is c/o BCP SJP, LLC, One Boston Place, Boston, MA 02108 Attn: Asset Management, under the following circumstances: A. Borrower is developing an affordable housing apartment complex to be known as St. John Plaza Apartments (the "Project") on certain land located in Miami -Dade County, Florida (the "Property"). B. In connection with the Project, Borrower has requested that Lender loan Borrower the sum of $10,000,000 (the "Loan"). C. Lender and Borrower desire to enter into this Agreement to set forth the terms of the Loan to Borrower. NOW, THEREFORE, in consideration of the above and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Section 1. Loan/Promissory Note. Lender shall loan to Borrower the sum of $10,000,000. Borrower shall execute and deliver to Lender a non -recourse promissory note in the principal amount of $10,000,000 (the "Note"). The Note shall bear interest at the rate set forth in the Note [and provide for payments from Borrower's net cash flow from the Project pursuant to the terms of Borrower's Amended and Restated Operating Agreement dated as of 2015 (the "Operating Agreement")] Jnote: not needed if interest rate is zero because no interest will be duel. The Note shall mature on the date set forth in the Note (the "Maturity Date"). Section 2. Security. As security for the repayment of the Note, Borrower shall grant Lender a mortgage on the Project (the "Mortgage" together with the Note and this Agreement, collectively the "Loan Documents"). Section 3. Applicable Law and Jurisdiction. This Agreement shall be construed in accordance with, and the legal relations between the parties shall be governed by, the laws of the State of Florida as applicable to agreements executed and fully performed within the State of Florida. Section 4. Additional Provisions 4.1 Borrower and Lender each agree to provide copies of any notices delivered under the Loan Documents to Investor Member (as defined in the Operating Agreement) at the following address: ti4221517 v1 41803-0001 Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. With a copy to: Nixon Peabody, LLP 100 Summer Street Boston, MA 02110 Attn: John Condon 4.2. CURE Notwithstanding anything to the contrary contained in the Loan Documents, Investor Member shall have the right, but not the obligation, to cure any default of Borrower under any Loan Document, and Lender agrees to accept cures tendered by Investor Member as follows: (a) with respect to any monetary default under the Loan Documents, Lender shall notify Investor Member in writing of such monetary default, and Investor Member shall have ten (10) days after the receipt of said notice of such monetary default to cure such monetary default; and (b) with respect to any nonmonetary default under the Loan Documents, Lender shall notify Investor Member in writing of such nonmonetary default, and Investor Member shall have 30 days after the receipt of such notice of such nonmonetary default to cure such default. Lender agrees that the Loan Documents will not be considered to be in default until the expiration of all contractual notice and cure periods provided to Borrower and Investor Member. 4.3. TRANSFERS; AMENDMENTS TO OPERATING AGREEMENT Notwithstanding anything to the contrary contained in any Loan Document, (a) Investor Member shall be permitted to remove the manager of Borrower for cause in accordance with the Operating Agreement without the consent of Lender, and (b) Investor Member may transfer its member interests in Borrower in accordance with the terms of the Operating Agreement without the consent of Lender (each, a "Permitted Transfer"), (c) no Permitted Transfer shall cause a default under any Loan Document, (d) Lender shall not receive any fee or other amounts from Borrower in connection with a Permitted Transfer and (e) the Operating Agreement may be amended or modified in connection with a Permitted Transfer without the prior written consent of Lender. 4.4. SUBORDINATION TO EXTENDED USE AGREEMENT Notwithstanding any provision contrary in any Loan Document, Lender acknowledges and agrees that (a) the Property is or will be subject to an Extended Use Agreement (as defined below), (b) the recordation of the Extended Use Agreement against the Property is permitted under the terms of the Loan Documents and (c) the lien of the Mortgage, and the terms and provision thereof, shall be subordinate to the Extended Use Agreement, regardless of the order of recording of either document. "Extended Use Agreement" means the extended low-income housing commitment, regulatory agreement or- restrictive covenants executed or to be executed by Borrower setting forth certain terms and conditions under which the Property is to be operated and which shall meet the requirements of Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended. 4.5. NO CROSS -DEFAULT; NO.CROSS-COLLATERALIZATION Notwithstanding anything to the contrary contained in any Loan Document, (a) any collateral pledged by Borrower to Lender shall only secure the Borrower's obligations set forth in the Mortgage #4221517 vl 41803-0001 2 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (the "Obligations") and shall not secure any other indebtedness or obligations owed to Lender by Borrower, and (b) Lender shall apply proceeds from any collateral pledged to secure the Obligations only against the Obligations and not against any other indebtedness or obligations owed to Lender. 4.6. STANDSTILL. Except as set forth herein, for a periodof seventeen (17) years from the date hereof, Lender s4all not (i) exercise any other foreclosure and enforcement rights or remedies it may have under the Note, including, but not limited to, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other such rights or remedies hereunder and (ii) join with any other creditor in commencing any bankruptcy reorganization arrangement, insolvency or liquidation proceedings with respect to Borrower. Notwithstanding any other language contained herein, the Lender may accelerate the sums due under the Note and pursue all rights and remedies hereunder in the event of Borrower's default under the Loan Documents or under any other Project financing. Section 5. Miscellaneous. 5.1 No provisions of this Agreement that may be determined to be unenforceable shall in any way invalidate any other provision, all of which shall remain in full force and effect. 5.2 The captions used in this Agreement are inserted for reference purposes only and shall not affect the interpretation or meaning of this Agreement. 5.3 This Agreement contains the entire agreement between the parties and supersedes all prior oral and/or written agreements of the parties with respect to the subject matter of this Agreement. No provisions of this Agreement may be altered or modified unless by written instrument signed by both parties. 5.4 This Agreement may be signed in any number of counterparts each of which will be deemed to be an original and all of which taken together will constitute one and the same instrument. Faxed or pdf email signatures will be enforceable as originals against the party delivering such faxed or pdf email signature. #4221517 vl 41803-0001 [Signature on Following Page] 3 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement on the day and year first above written. #4221517 vl 41803-0001 LENDER: , a Florida By: Name: Title: Borrower: SJP Apartments, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager By: St. John CDP-BC MM, LLC, a Massachusetts limited liability company, its manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its managing member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 4 • • 41) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROMISSORY NOTE (Re -Loan) , 2015 $10,000,000 Miami, Florida FOR VALUE RECEIVED, the undersigned, SJP APARTMENTS, LLC, a Florida limited liability company ("Maker"), promises to pay to the order of , a Florida , together with any other holder hereof ("Holder"), at 340 West Flagler Street, Suite 313, Miami, FL 33130, or such other place as Holder may from time to time designate in writing, the principal sum of TEN MILLION and NO/100 DOLLARS (U.S. $10,000,000) (the "Principal") or so much thereof as may be advanced hereunder, plus interest on the outstanding principal balance at the rate set forth in the next paragraph ("Interest or Interest Rate"), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note (the "Note"). The term of this Note is thirty (30) years and shall end on , 2045 (the "Maturity Date"). Interest shall accrue at the annual interest rate of percent ( %). The Principal, any outstanding Interest and any other amounts outstanding under this Note shall be due and payable on the Maturity Date. The Principal of this Note shall be advanced from time to time pursuant to the terms of that certain Funding Agreement (the "Funding Agreement") dated as of , 2015 by and among the Maker, Holder, [insert conduit lender name], [insert first lender /bond purchaser name], the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), The Urban League of Greater Miami, Inc., [insert trustee/fiscal agent name] and Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership ("Maker's Investor Member"). The terms of the Funding Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January 18, 2013, by and between the CRA and St. John Plaza Apartments, LLC, a Florida limited liability company, the predecessor -in -interest to Maker (the "Development Agreement"), Maker shall within thirty (30) days of demand by Holder or the CRA repay to Holder the amount of any excess of sources over uses (including, a fully -funded developer fee not in excess of the limits set forth in Section 5.2 of the Development Agreement) as determined in accordance with 5.3 of the Development Agreement, the terms of which are incorporated herein by reference and made a part hereof. This Note is secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases (the "Mortgage") encumbering certain real property located in Miami -Dade County, Florida (the "Premises"). Maker and Holder have executed that certain Loan Agreement of even date herewith (the "Loan Agreement"). The Loan Agreement, the Mortgage, this Note and all other agreements, instruments and documents delivered in connection this Note securing the Holder's obligations are collectively referred to as the "Loan Documents." #4220290 vl 41803-0001 f • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This Note has been executed and delivered in, and is to be governed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. The "Default Interest Rate" and, in the event no specific maximum rate is applicable, the Maximum Rate shall be eighteen percent (18%) per annum. Any payment under this Note or the Loan Documents not paid when due (at maturity, upon acceleration or otherwise) shall bear interest at the Default Interest Rate from the due date until paid. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. Holder shall have the right to declare the total unpaid balance of this Note to be immediately due and payable in advance of the Maturity Date upon the failure of Maker to pay when due any payment of Principal or Interest or other amount due under the Loan Documents; or upon the occurrence of an Event of Default, which is not cured prior to the expiration of any applicable cure periods, pursuant to any other Loan Documents now or hereafter evidencing, securing or guarantying payment of this Note. Exercise of this right shall be without notice to Maker or to any other person liable for payment hereof, notice of such exercise being hereby expressly waived. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any payment when due in accordance with the terms of this Note; (b) failure to keep or perform any of the other material terms, covenants and conditions in this Note or in the other Loan Documents provided that such failure shall have continued for a period of thirty (30) days after written notice of such failure from the Holder; and (c) a default, an Event of Default or failure to keep or perform any of the terms, covenants and conditions in any note or mortgage or other financing document executed by the Borrower, including but not limited to any notes and mortgages executed by Borrower in favor #4220290 vI 41803-000i 2 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. of the Housing Finance Authority of Miami -Dade County, Florida (the "Issuer") and Miami -Dade County. Upon an Event of Default hereunder, the Holder shall have all of the remedies set forth in the Mortgage. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Notwithstanding anything contained in this Note to the contrary for i) a period of seventeen (17) years from the date of this Note, or ii) until such time as Maker's Investor Member exits the company, as defined in the Operating Agreement, whichever occurs first, Holder shall not (i) commence foreclosure proceedings with respect to the Premises or exercise any other rights or remedies it may have under the said Loan Documents, including, but not limited to, accelerating sums due under this Note, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies hereunder and (ii) join with any other creditor in commencing any bankruptcy reorganization arrangement, insolvency or liquidation proceedings with respect to Maker. Any notice to be given or to be served upon any party in connection with this Note, whether required or otherwise, shall be given in the manner permitted in the Mortgage. The term "other person liable for payment of this Note" shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. This Note shall be a non -recourse promissory note and neither the Maker, nor any of its members shall have any personal liability for the payment of any portion of the indebtedness evidenced by this Note, and in the event of an Event of Default by the Maker under this Note, the Holder's sole remedy shall be limited to exercising its rights under the Loan Documents, including foreclosure and the exercise of the power of sale or other rights granted under the Loan Documents, but shall not include a right to proceed directly against the Maker, or any of its members, or the right to obtain a deficiency judgment after foreclosure against the Maker or any of its members. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by a promissory note (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Senior Note"), dated 2015, in the original maximum principal amount of $ , executed by Maker and payable to [insert lender or trustee name, as applicable] as assignee of the Issuer, to the #4220290 vl 41803-0001 3 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. extent and in the manner provided in that certain Subordination Agreement (CRA), dated (the "Senior Subordination Agreement") among , Maker and Holder, as subordinate lender. The Mortgage securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the mortgage securing the Senior Note as more fully set forth in the Senior Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Note are subject to the restrictions and limitations set forth in the Senior Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the "Subordinate Lender" under the Senior Subordination Agreement. Whenever the context so requires, the neutral gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, defenses related to affiliated entities or related parties, notice of dishonor, protest, notice of nonpayment and/or protest, notice of default or delinquency, notice of acceleration, notice of costs, expenses or losses and interest thereon; notice of late charges, all other forms of notice whatsoever, and diligence in collection or in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests in or to properties securing payment of this Note; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment of this Note, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, TIiIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. #4220290 vl 41803-0001 4 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's' agreement, Holder would not have" agreed to lend the Maker the Principal. on the terms and at the Interest Rate: The Mortgage and this Note secured thereby arise Out of or are given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. Maker shall pay any and all present and future documentary stamp taxes, intangible taxes, and other similar charges, including interest and penalties thereon, if any (collectively referred to as the "Documentary Takes") which arise in connection with the Mortgage, this Note, or any other. Loan Document. Maker shall and hereby agrees to indemnify the Holder for the full amount of all Documentary Taxes paid by the Holder or any liability (including penalties and interest, if any and Holder's reasonable costs and reasonable attorneys fees related thereto) arising therefrom or with respect thereto. Without prejudice to the survival of any other agreement of Maker hereunder or under any other Loan Document, the agreements and obligations of Maker contained in this section shall survive the payment in full of this Note. #4220290 vl 41803-0001 [Signature on Following Page] 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • III • WHEREFORE, Maker has executed this Note as of the first date mentioned above. 84220290 v1 41803-0001 SJP Apartments, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager By: St. John CDP-BC MM, LLC, a Massachusetts limited liability company, its manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its managing member 6 By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS INSTRUMENT WAS PREPARED BY, RECORD AND RETURN TO: Patricia K. Green, Esq. Stearns Weaver Miller, et al. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 NOTE TO RECORDER: This Mortgage and the Note secured hereby are given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and are exempt from taxation pursuant to Section 420.513 Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES (the "Mortgage"), dated as of the day of , 2015, by SJP APARTMENTS, LLC, a Florida limited liability company with an address of c/o BCP SLP, LLC, One Boston Place, Boston, MA 02108 ("Mortgagor"), in favor of , a Florida , with an address of 340 West Flagler Street, Suite 313, Miami, FL 33130 ("Mortgagee"). WITNESSETH That for good and valuable consideration, and to secure the payment of the Promissory Note executed by the Mortgagor in favor of the Mortgagee in the original principal amount of TEN MILLION and NO/100 DOLLARS (U.S. $10,000,000), as the same may be renewed, extended or amended, from time to time (referred to as the "Note" or the "Promissory Note"), the final payment of which is due on or before the due date provided in the Promissory Note and to secure any other indebtedness owed by Mortgagor to Mortgagee, now or hereafter arising under the terms of this Mortgage or in any other instrument constituting additional security for the Note, and all other sums of money secured as provided under this Mortgage, the Mortgagor does grant, bargain, sell, remise, release, and convey unto the Mortgagee, its successors and assigns, the real estate described in Exhibit A, which is attached and made a part of this Mortgage, which, together with the property hereinafter described, is referred to herein as the "Property"; TOGETHER WITH: (a) All buildings and improvements, now or hereafter located on the Property, all privileges and other rights now or hereafter made appurtenant thereto, including, without limitation, all right, title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed, and all easements and rights -of -way, public or private, now or hereafter used in connection with the Property; and 44221046 vI 41803-0001 1 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (b) All fixtures, fittings, furnishings, appliances, apparatus, goods, equipment, and machinery, and all building material, supplies and equipment now or hereafter delivered to the Property and installed or used in the Property, all other fixtures and personal property of whatever kind and nature owned by the Mortgagor on the date of this Mortgage contained in any building standing on the Property; such other goods, equipment, chattels and personal property as are usually furnished by landlords in letting premises of the character hereby conveyed, and all renewals or replacements thereof or articles in substitution thereof, all of the estate, right, title and interest of the Mortgagor in and to all property of any nature whatsoever, now or hereafter situated on the Property or intended to be used in connection with the operation thereof, all of which shall be deemed to be fixtures and accessions to the freehold and a part of the realty as between the parties hereto, and all persons claiming by, through or under them, and shall be deemed to be a portion of the security for the indebtedness herein mentioned and secured by the Mortgage. If the lien of this Mortgage on any fixtures or personal property is or becomes subject to a lease agreement, conditional sale agreement or chattel mortgage of the Mortgagor, any and all deposits made thereof or therefor are hereby assigned to the Mortgagee, together with the benefit of any payments now or hereafter made thereon. There is also transferred, set over, and assigned hereby by Mortgagor to Mortgagee, its successors and assigns, all leases and use agreements of machinery, equipment and other personal property of Mortgagor in the categories hereinabove set forth, under which Mortgagor is the lessee of, or entitled to use, such items, and Mortgagor agrees to execute and deliver to Mortgagee specific separate assignments to Mortgagee of such leases and agreements when requested by Mortgagee. but nothing herein constitutes Mortgagee's consent to any financing of any fixture or personal property, and nothing herein shall obligate Mortgagee to perform any obligations of Mortgagor under any such leases or agreements unless it so chooses, which obligations Mortgagor hereby covenants and agrees to well and punctually perform. The items set forth in this paragraph (b) are sometimes hereinafter separately referred to as "Collateral"; and (c) All rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraph (a) and (b) hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment shall be fully operative without any further action on the part of either party and specifically Mortgagee shall be entitled, at its option upon the occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof whether or not Mortgagee takes possession of such property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof shall terminate and such permission shall be reinstated upon a timely cure of the default, if permitted herein, upon Mortgagee's specific consent. Neither the exercise of any rights under this paragraph by Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done #4221046 v1 41803-0001 2 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. (d) All right, title and interest of Mortgagor in and to all leases now or hereafter on or affecting the property described in paragraphs (a) and (b) hereof, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and, Mortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a rent roll including a list of all leases covered by the foregoing assignment (including copies of all leases and tenant files, if requested) and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (a) and (b) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Property, together with all security therefor and all monies payable hereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such tease. Mortgagor shall execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. (e) To the extent of the indebtedness secured herein, all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Property or any part thereof or interest therein under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Property or the improvements thereon or any part thereof or interest therein, including any award for change of grade of streets. (f) To the extent of the indebtedness secured herein, all insurance policies covering all or any portion of the Property and all blueprints, plans, maps, documents, books and records relating to the Property. (g) To the extent of the indebtedness secured herein, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims. TO HAVE AND TO HOLD the above granted Property, with all the privileges and appurtenances to the same belonging to the said Mortgagee, its successors and assigns, to its and their use and behoof forever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be paid to the Holder of the Note the principal due under the Note, at the time and in the mariner stipulated therein, and shall pay or cause to be paid all other sums payable hereunder and all indebtedness hereby secured, then, in such case, the estate, right, title and interest of the 144221046 vi 41803-0001 3 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Mortgagee in the Property shall cease, determine and become void and the Mortgagee shall, cancel, release and discharge this Mortgage. ARTICLE ONE Mortgagor's Covenants Mortgagor covenants and agrees with Mortgagee that: 1.1 Title. a. The Mortgagor warrants that: it has good and marketable title to an indefeasible leasehold interest estate in the Property, subject to no liens, charges or encumbrances other than the lien of this Mortgage, the lien of junior mortgages in favor of (the "Junior Mortgage"), any encumbrances existing and recorded in the public record prior to or in connection with the recording of this Mortgage (collectively, the "Permitted Encumbrances"); that it has good right and lawful authority to mortgage the Property in the manner and form herein provided; that Mortgagor has full power and authority to mortgage the Property in the manner and form herein done or intended hereafter to be done; that this Mortgage is and shall remain a valid and enforceable lien on the Property, subject only to the Permitted Encumbrances which constitute senior mortgage liens, which is only that certain mortgage in favor of the Housing Finance Authority of Miami -Dade County (Florida) (the "Issuer") as assigned to (the "Senior Lender"), as amended, restated or modified from time to time (collectively, the "Prior Encumbrances" which does not include the Junior Mortgage); that Mortgagor and its successors and assigns shall warrant and defend the same and priority of this lien forever against the lawful claims and demands of all persons whomsoever (other than the Prior Encumbrances); and, that this covenant shall not be extinguished by any foreclosure hereof but shall run with the land. Notwithstanding any language to the contrary contained herein, any encumbrances approved or allowed by the Senior Lender and/or the Mortgagee shall be considered a Permitted Encumbrance under this Mortgage. b. Mortgagor shall maintain the property free of all security interests, liens and encumbrances, other than Permitted Encumbrances, the security interest hereunder or any lien or encumbrance disclosed to and approved by Mortgagee in writing. c. The Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as the Mortgagee shall from time to time require, for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention of facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, on demand, shall execute and deliver, and hereby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may #4221046 vl 41803-0001 4 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Collateral. d. The Mortgagor shall, upon the execution of this Mortgage, the Loan Agreement dated of even date herewith between Mortgagor and Mortgagee and the Note (collectively, the "Loan Documents"), cause all recordable Loan Documents, to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the Tien hereof upon, and the interest of the Mortgagee in the Property. e. The Mortgagor shall pay for all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral, and any instrument of further assurance, and all present and future federal, state, county and municipal stamp taxes, documentary stamp taxes, intangible taxes, all other taxes, duties, imposts, assessments and other similar charges, including interest and penalties thereon, if any (collectively referred to as the "Documentary Taxes") arising out of or in connection with the execution and delivery of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral or any instrument of further assurance. Mortgagor shall and hereby agrees to indemnify the Mortgagee for the full amount of all Documentary Taxes paid by the Mortgagee or any liability (including penalties and interest, if any and Mortgagee's reasonable costs and reasonable attorneys fees related thereto) arising therefrom or with respect thereto. Without prejudice to the survival of any other agreement of Mortgagor hereunder or under any other Loan Document, the agreements and obligations of Mortgagor contained in this section shall survive the payment in full of the Note. f. The Mortgagor, so long as all or part of the indebtedness secured hereby is outstanding shall preserve in its present form and keep in full force and effect its existence, as a legal entity under the laws of the state of its formation and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to the Property or any part thereof. 1.2 Payment of Note. The Mortgagor shall promptly and punctually pay principal and all other sums due or to become due pursuant to the terms of the Note, in the time and manner set forth therein. 1.3 Maintenance and Repair. The Mortgagor shall keep the Property in good condition and operating order and shall not commit or permit any waste thereof. Mortgagor shall diligently maintain the Property and make any needed repairs, replacements, renewals, additions and improvements, and complete and restore promptly and in a good workmanlike manner. Mortgagor shall not remove any part of the Collateral from the Property or demolish any part of the Property or materially alter any part of the Property withcut the prior written consent of the Mortgagee which consent shall not be unreasonably denied, conditioned or delayed. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the #4221046 vl 41803-0001 5 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Property, including the interior of any structures, at any reasonable time upon prior notice and subject to right of tenants in possession. 1.4 Compliance with Laws. The Mortgagor shall comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Property or the operation thereof, and shall pay all fees or charges of any kind in connection therewith. 1.5Insurance. The Mortgagor shall keep all buildings and improvements now or hereafter situated on the Property insured against loss or damage by fire and other hazards as may reasonably be required by any senior mortgagee under the Prior Encumbrances. 1.6 Casualty. Mortgagor shall promptly notify Mortgagee of any material Toss whether covered by insurance or not. Any insurance proceeds shall be used to restore the Property, if such insurance proceeds, together with such other funds available to Mortgagor, are adequate for such restoration but if not, then such insurance proceeds shall be paid to Mortgagee; provided, however, that all insurance proceeds shall be applied in accordance with the requirements of any senior mortgage under the Prior Encumbrances. Notwithstanding any other language to the contrary contained herein, Mortgagor agrees that in the event of loss or damage by fire or other casualty, Mortgagee shall restore or rebuild the buildings and the improvements on the Property. 1.7 Condemnation. The Mortgagor, immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Property or any portion thereof, shall notify Mortgagee in writing of the pendency thereof. Subject to the rights of any senior lenders under the Prior Encumbrances, the Mortgagor hereby assigns, transfers and sets over unto the Mortgagee to the extent of the indebtedness secured herein, all compensation, rights of action, proceeds of any award and any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or by sale of the Property in lieu thereof. Any proceeds of a condemnation award shall be used for the restoration or rebuilding of the Property; provided, however, that all proceeds of a condemnation award shall be applied in accordance with the requirements of any senior mortgage under the Prior Encumbrances. 1.8 Liens and Encumbrances. Except as set forth herein, the Mortgagor shall not permit the creation of any liens or encumbrances on the Property other than the lien of this Mortgage and of any Permitted Encumbrances, and shall pay when due all obligations, lawful claims or demands of any person, which, if unpaid, might result in, or permit the creation of, a lien or encumbrance on the Property or on the rents, issues, income and profits arising therefrom, whether such lien would be senior or subordinate hereto, including all claims of mechanics, materialmen, laborers and others for work or labor performed, or materials or supplies furnished in connection with any work done in and to the Property and the Mortgagor will do or cause to be done everything necessary so that the lien of this Mortgage is fully preserved, at no cost to the Mortgagee. 1.9 Taxes and Assessments. The Mortgagor shall pay in full when due, and in any event before any penalty or interest attaches, all general taxes and assessments, special taxes, #4221046 vl 41803-0001 6 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. special assessments, water charges, sewer service charges, and all other charges against the Property and shall furnish to Mortgagee official receipts evidencing the payment thereof. 1.10 Sale of Property. a. Without the consent of Mortgagee which consent shall be in Mortgagee's sole and absolute discretion, Mortgagor may not transfer all or any part of the Property or any interest (direct or indirect) in the Property. b. Any permitted or approved sale or other disposition of the membership interests of the borrowing entity made strictly in compliance with the Mortgagor's amended and restated operating agreement shall not be deemed a transfer of an interest in the Property. Any sales or dispositions not specifically approved in the previous sentence are prohibited. c. Any deed conveying the Property, or any part thereof, shall provide that the grantee thereunder assumes all of the grantor's obligations under this Mortgage, the Note and all other instruments or agreements evidencing or securing the repayment of the Mortgage indebtedness. In the event such deed shall not contain such provisions, the grantee under such deed shall be deemed to assume by its acquisition of the Property all the obligations established by the Loan Documents. d. Mortgagor shall not sell, assign, transfer or otherwise dispose of any portion of the Collateral or any interest therein and shall not do or permit anything to be done that may impair the Collateral without the prior consent of the Mortgagee which consent shall be in Mortgagee's sole and absolute discretion. 1.11 Advances. If Mortgagor shall fail to perform any of the covenants herein contained or contained in any instrument constituting additional security for the Note, the Mortgagee may, without creating an obligation to do so, make advances on its behalf. Any and all sums so advanced shall be a lien upon the Property and shall become secured by this Mortgage. The Mortgagor shall repay on demand all sums so advanced in its behalf with interest at the rate allowed in the Note. 1.12 Estoppel Certificates. The Mortgagor within ten (10) days from receipt of written request, shall furnish a duly acknowledged written statement setting forth the amount of the debt secured by this Mortgage, and stating either that no set -offs or defenses exist against the Mortgage debt, or if any such setoffs or defenses are alleged to exist, the nature thereof. 1.13 Assignment of Rents and Leases. Subject to the Prior Encumbrances, Mortgagor agrees to execute and deliver to Mortgagee such assignments of the leases and rents applicable to the Property as the Mortgagee may from time to time request while this Mortgage and the Note and indebtedness secured by this Mortgage are outstanding. In addition to the above and subject to the Prior Encumbrances, Mortgagor absolutely and unconditionally assigns and transfers to Mortgagee all rents and leases relating to the Property. It is the intention of Mortgagor to establish a present, absolute and irrevocable transfer and #422I046 vl 41803-0001 7 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. assignment to Mortgagee of all rents and leases and to authorize and empower Mortgagee to collect and receive all rents and leases without the necessity of further action on the part of Mortgagor. Promptly upon request by Mortgagee, Mortgagor agrees to execute and deliver such further assignments as Mortgagee may from time to time require. Mortgagor and Mortgagee intend this assignment of rents and leases to be immediately effective and to constitute an absolute present assignment and not an assignment for additional security only. After the occurrence of an Event of Default, Mortgagor authorizes Mortgagee to collect, sue for and compromise rents and directs each tenant of the Property to pay all rents to, or as directed by, Mortgagee, and Mortgagor shall, upon Mortgagor's receipt of any rents from any sources, pay the total amount of such receipts to the Mortgagee. However, until the occurrence of an Event of Default, Mortgagee hereby grants to Mort rents in trust for the benefit of Mortgagee and principal then due and payable under under the other Loan Documents, and operating and maintaining the Property. continuing, the rents remaining after ap retained by Mortgagor free and clear of, rents under this Mortgage. From and afte- the occurrence of an Event of Default and without the necessity of Mortgagee entering upon an taking and maintaining control of the Property directly, or by a receiver, Mortgagor's license to cdllect rents shall automatically terminate and Mortgagee shall without notice be entitled to all rents as they become due and payable, incli.►ding rents then due and unpaid. Mortgagor shall pay to Mortgagee upon demand all rents to which Mortgagee is entitled. At any time on or after the date of Mortgagee's demand for rents, Mort agee may give, and Mortgagor hereby irrevocably authorizes Mortgagee to give, notice to al tenants of the Property instructing them to pay all rents -o Mortgagee. Any such notice by Mortgagee shall be delivered to each tenant personally, by mail or by delivering such demand to !ach rental unit. Mortgagor shall not interfere with and shall cooperate with Mortgagee's collection pf such rents. agor a license to collect and receive all rents, to hold all nd to apply all rents to pay the installments of interest the Note and the other amounts then due and payable to pay the current costs and expens s of managing, So long as no Event of Default has occurred and is plication pursuant to the preceding s ntence may be and released from, Mortgagee's right with respect to 1.14 Subordination to Prior Encumbrances. Notwithstanding nything herein which is or which may appear to be to the contrary, the lien of this Mortgage a d Mortgagee's rights hereunder, including without limitat on, Section 1.13 hereof, are subordi to and inferior to the lien of the Prior Encumbrances and this Mortgage and the other Loan ocuments are subject to the terms of the Subordination Agreement (CRA) dated of even date herewith among Senior Lender, Mortgagor and Mortgagee and shall be subject to a simila- subordination agreement in favor of Citibank, N.A. in connection with the permanent firancing for the Property. 1.15 Compliance with Other Financing. Mortgagor shall comply with any and all loan documents from any and all other financing related to the Property. Mortg :gee shall have the right, but not the obligation, to cure a default by Mortgagor under any other su•h financing and to add the cost thereof to the indebtedness due under the Note. 1.16 Leases Affecting Mortgaged Property. Mortgagor shall c observe its obligations as landlord under all leases affecting the Property or any #422I046 vi 41803-0001 8 mply with and art thereof. • • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ARTICLE TWO Default 2.1 Events of Default. The following shall be deemed to be Events of Default hereunder: a. Failure to make any payment when due in accordance with the terms of the Note secured by this Mortgage, any other loan documents executed in connection with this loan, or any other promissory note secured by a mortgage recorded against the Property. b. Failure to keep or perform any of the other material terms, covenants and conditions in this Mortgage or any other mortgage recorded against the Property provided that such failure shall have continued for a period of thirty (30) days after written notice of such failure from the Mortgagee. c. A default, Event of Default or failure to keep or perform any of the terms, covenants and conditions in any loan document for any other financing relating to the Property. d. An event of default under or institution of foreclosure or other proceedings to enforce any Permitted Encumbrance or any other mortgage or security interest, lien or encumbrance of any kind upon the Property or any portion thereof. e. The Mortgagor, or any successor or assign including, without limitation, the current owners of any interest in the Property shall: (i) file a petition under the Federal Bankruptcy Code or any similar law, state or federal, whether now or hereafter existing (hereafter referred to as a "Bankruptcy Proceeding"); or (ii) file any answer admitting insolvency or inability to pay debts, or (iii) fail to obtain a vacation or stay of any Bankruptcy Proceeding within forty- five (45) days, as hereinafter provided; or (iv) be the subject of an order for relief against it in any Bankruptcy Proceeding; or (v) have a custodian or a trustee or receiver appointed for or have any court take jurisdiction of its property, or the major part thereof, in any involuntary proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation if such receiver or trustee shall not be discharged or if such jurisdiction relinquished, vacated or stayed on appeal or otherwise within forty-five (45) days; or #4221046 vl 41803-0001 (vi) make an assignment for the benefit of its creditors; or 9 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (vii) admit in writing its inability to pay its debts generally as they become due; or (viii) consent to an appointment of custodian or receiver or trustee of all of its property. or the major part thereof. 2.2 Remedies. a. Upon and after any such Event of Default, the Mortgagee, by written notice given to the Mortgagor, may declare the entire principal of the Note then outstanding (if not then due and payable), and all accrued and unpaid interest thereon, all premium payable thereunder, and all other obligations of Mortgagor hereunder, to be due and payable immediately, and upon any such declaration the principal of the Note and said accrued and unpaid interest shall become and be immediately due and payable, anything in the Note or in this Mortgage to the contrary notwithstanding. b. Upon and after any such Event of Default, the Mortgagee or by its agents or attorneys, may enter into and upon all or any part of the Property, and each and every part thereof, and may exclude the Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Property and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers and upon every such entry, the Mortgagee, at the expense of the Property, from time to time, either by purchase, repairs or construction, may maintain and restore the Property, whereof it shall become possessed as aforesaid, and, from time to time, at the expense of the Property, the Mortgagee may make all necessary or proper repairs, renewals and replacements and such useful alterations, additions, betterments and improvements thereto and thereon as to it may seem advisable, and in every such case the Mortgagee shall have the right to manage and operate the Property and to carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise as it shall deem best, and the Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Property and every part thereof, all of which shall for all purposes constitute property of the Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Property or any part thereof, as well as just and reasonable compensation for the services of the Mortgagee its attorneys, counsel, agents, clerks, servants and other employees by it properly and reasonably engaged and employed, the Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal of the Note and the interest thereon, when and as the same shall become payable, and second, to the payment of any other sums required to be paid by the Mortgagor under this Mortgage. c. Upon and after any such Event of Default, the Mortgagee shall have all of the remedies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671-689 et al. F.S., as amended from time to time, including without limitation the right and power to sell, or #4221046 v I 41803-0001 10 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. otherwise dispose of the Collateral or any part thereof, and for that purpose may take immediate and exclusive possession of the Collateral, or any part thereof, and with or without judicial process, enter upon any Property on which the Collateral, or any part thereof, may be situated and remove the same therefrom without being deemed guilty of trespass and without liability for damages thereby occasioned, or at Mortgagee's option Mortgagor shall assemble the Collateral and make it available to the Mortgagee at the place and at the time designated in the demand. Mortgagee shall be entitled to hold, maintain, preserve and prepare the Collateral for sale. Mortgagee without removal may render the Collateral unusable and dispose of the Collateral on the Property. To the extent permitted by law, Mortgagor expressly waives any notice of sale or other disposition of the Collateral and any other right or remedy of Mortgagee existing after default hereunder, and to the extent any such notice is required and cannot be waived, Mortgagor agrees that, as it relates to, this paragraph c. only, if such notice is marked, postage prepaid, to the Mortgagor at the above address with copies of said notice mailed in the same fashion to the president of the Mortgagor, at least fifteen (15) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. d. Upon and after any such Event of Default, the Mortgagee, with or without entry, or by its agents or attorneys, insofar as applicable, may: (i) sell the Property to the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as an entity or in parcels, and at such time and place upon such terms and after such terms and after such notice thereof as may be required, or (ii) institute proceedings for the complete or partial foreclosure of this Mortgage, or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Property and of all the earnings, revenues, rents, issues, profits and income thereof, or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in. the Note, or in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall elect. e. The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Mortgagee, without further notice or publication, other than that provided in sub -paragraph 2.2(d) above may make such sale at the time and place to which the same shall be so adjourned. #4221046 vi 41803-0001 11 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. f. Upon the completion of any sale or sales made by the Mortgagee under or by virtue of this section, the Mortgagor, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring, all estate, right, title and interest in and to the property and rights sold. The Mortgagee is hereby appointed the true and lawful attorney irrevocable of the Mortgagor, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Property and rights so sold, and for that purpose the Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. This power of attorney shall be deemed to be a power coupled with an interest and not subject to revocation. Nevertheless, the Mortgagor, if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Mortgagee, for the purpose, and as may be designated in such request. Any such sale or sales made under or by virtue of this section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under the Mortgagor. g. In the event of any sale made under or by virtue of this section (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), the entire principal of, and interest on and other charges related thereto, the Note, if not previously due and payable, and all other sums required to be paid by the Mortgagor pursuant to this Mortgage, immediately thereupon shall, anything in the Note or in this Mortgage to the contrary notwithstanding, become due and payable. h. The proceeds or avails of any sale made under or by virtue of this section, together with any other sums which then may be held by the Mortgagee under the provisions of this section or otherwise, shall be applied as follows: First: To the payment of the costs and expenses of such sale, including reasonable compensation to the Mortgagee, its agents and counsel, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by the Mortgagee under this Mortgage, together with interest at the rate for advances hereunder in Section 1.11. Second: To the payment of any other sums required to be paid by the Mortgagor pursuant to any provisions of this Mortgage or of the Note. Third: To the payment of the whole amount then due, owing or unpaid upon the Note for principal and interest, with interest on the unpaid principal and accrued interest at the rate specified in the Note, from and after the happening of any Event of Default described #4221046 vl 41803-0001 12 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. above from the due date of any such payment of principal until the same is paid. Fourth: To the payment of the surplus, if any, to the Mortgagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this section, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale,_ the Mortgagee may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of the Mortgagor secured by this Mortgage the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage. The Mortgagee, upon so acquiring the Property, or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner provided by applicable laws. ARTICLE THREE Miscellaneous Terms and Conditions 3.1 Rules of Construction. When the identity of the parties hereto or other circumstances make it appropriate, the masculine gender shall include the feminine and/or neuter, plural and the singular number shall include the plural. The headings of each paragraph are for information and convenience only and do not limit or construe the contents of any provision hereof. 3.2 Severability. If any term of this Mortgage, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Mortgage, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Mortgage shall be valid and enforceable to the fullest extent permitted by law. 3.3 Successors in Interest. This Mortgage applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, executors, administrators, successors and assigns. All obligations of Mortgagor hereunder are joint and several. The term "Mortgagee" shall mean the holder and owner, including pledges, of the Note secured hereby, whether or not named as Mortgagee herein. 3.4 Notices. All notices to be given pursuant to this Mortgage shall be sufficient if mailed postage prepaid, certified or registered mail, return receipt requested, to the above described addresses of the parties hereto, or to such other address as a party may request in writing. Any time period provided in the giving of any notice shall commence upon the date such notice is deposited in the mail. 3.5 Modifications. This Mortgage may not be amended, modified or changed, nor shall any waiver of any provision be effective, except only by an instrument in writing and #4221046 vl 41803-0001 13 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. 3.6 Governing Law. This Mortgage shall be construed according to and governed by the laws of the State of Florida. 3.7 Limitation of Liability. Notwithstanding any provision or obligation to the contrary hereinbefore or hereinafter set forth, from and after the date of this Mortgage, the indebtedness secured by this Mortgage including the Note shall be a non -recourse obligation and the liability of the Mortgagor (including, without limitation, its members, officers, or employees) hereunder shall be limited to the interest in the Property, Collateral and all other security set forth herein or in the Note and the Mortgagee shall look exclusively thereto, or to such other security as may from time to time be given for payment of the obligations hereunder, and any judgment rendered against the Mortgagor under this Mortgage shall be limited to the Property and any other security so given for satisfaction thereof. No deficiency or other personal judgment nor any order or decree of specific performance shall be rendered against the Mortgagor (including, without limitation, its members, officers, or employees), their heirs, personal representatives, successors, transferees or assigns, as the case may be, in any action or proceeding arising out of this Mortgage, or any judgment, order or decree rendered pursuant to any such action or proceeding. 3.8 Notice and Cure. Notwithstanding the foregoing, the Mortgagee hereby agrees that any cure of any default made or tendered by the Mortgagor's investor member, Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership, or its successors or assigns shall be deemed to be a cure by the Mortgagor and shall be accepted or rejected on the same basis as if made or tendered by Mortgagor and of all notices which are sent to Mortgagor under the terms of this Mortgage shall also be sent to Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership, One Boston Place, Boston, MA 02108, Attn: Asset Management. #4221046 vl 41803-0001 [Signature on Following Page] 14 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the said Mortgagor caused this instrument to be signed and sealed as of the date first above written. Witnesses: MORTGAGOR: Print: Print: #4221046 vI 41803-0001 SJP Apartments, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager By: St. John CDP-BC MM, LLC, a Massachusetts limited liability company, its manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its managing member By: Boston Capital Partners 11 Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 15 • • • STATE OF FLORIDA COUNTY OF ) ss: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The foregoing instrument was acknowledged before me this day of 2015 by , as of Boston Capital Partners II Corporation, a Massachusetts corporation, the sole general partner of Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, the managing member of St. John CDP-BC MM, LLC, a Massachusetts limited liability company, as the Manager of SJP Apartments MM, LLC, a Florida limited liability company, as the Manager of SJP Apartments, LLC, a Florida limited liability company, on behalf of said limited liability company, who is personally known to me or who produced as identification. NOTARY STAMP #4221046 vl 41803-0001 Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 16 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A LEGAL DESCRIPTION EAST PARCEL A parcel of land, being a portion of Lot 41, all of Lots 23 through 25 inclusive and all of Lots 42 through 48 inclusive, all in Block 1 of PARRY'S DIVISION of lots 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block One (1) in JAPES ADDITION TO THE CITY OF MIAMI FL., according to the Plat thereof, as recorded in Plat Book B, page 163 of the Public Records of Miami -Dade County, Florida, LESS that certain area lying North of the South Right -of -Way line for State Road No. 836, (Interstate 395) as depicted on that certain Florida Department of Transportation Right -of - Way Map Section 87200-000C, Sheet 6 of 16, last revision October 27, 2013, being more particularly described as follows: BEGIN a the southeast corner of said Lot 23; thence along the South line of said Lots 23 through 25 inclusive, North 89°55'48" West, 79.02 feet to the southwest corner of said Lot 25; thence along with West line of said Lot 25 and Lots 41 through 48 inclusive, North 00°19'30" West, 265.28 feet to the South Right -of -Way line of aforesaid State Road 836, (Interstate 395); thence along said Right -of -Way line, North 89°51'56" East, 79,47 feet to the East line of said Lot 23 and Lots 41 through 48 inclusive, South 00°13'41" East, 265.56 feet to the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, Florida. WEST PARCEL A parcel of land, being Lots 3 through 13 inclusive, Lots 26 through 28 inclusive, and a portion of Lots 29 through 38, all in Block 1 of Parry's Division of Lots 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block One (1) in Japes Addition to the City of Miami, Florida, according to the Plat thereof, as recorded in Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida, together with that certain parcel of land described in Official Records Book 13210, Page 176, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGIN at the Southeast corner of said Lot 26; thence along the South line of said Lots 26, 27, 28 and along the South line of the aforementioned parcel described in Official Records Book 13210, Page 176, North 89°55'48" West, 158.28 feet to the southwest corner of the aforementioned parcel; thence along with West line of the aforementioned parcel and the West line of said Lots 3 through 13 inclusive, North 00°31'26" West, 326.67 feet to the Northwest corner of said Lot 13; thence along the North line of said Lot 13, North 89°55'33" East, 79.71 feet to the northeast corner of said Lot 13; thence along the East line of said Lots 4 through 13 inclusive, South 00°25'28" East, 244.95 feet to the Southeast corner of said Lot 4; thence along with North line of said Lots 27 and 28, South 89°57'49" East, 29.28 feet; thence North 00'19'30" West, 245.00 feet to a point on the North line of said Lot 38; thence along said line 89°55'33" East, 50.00 feet to the Northeast corner of said Lot 38; thence along the East line of said Lots #4221046 vl 41E03-0001 17 • • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 29 through 38 inclusive, and the East line of said Lot 26, South 00°19'30" Est, 327.06 feet to the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, Florida. #422I046 vI 41803-0001 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "H" OWNERSHIP INTEREST SJP Apartments, LLC SJP Apa1 tments MM, LLC (.O 1 % membership interest) and managing member ST John CDP-BC MM, LLC 75% membership interest and managing member BCP SJP, LLC 50% membership interest and managing member Entity owned or controlled by Boston Capital 1r BCCC, Inc. (0% Special Member Interest) Boston Capital controlled entity or Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership (99.99% membership interest) St John Community Development Corporation, Inc., or its wholly owned subsidiary, 25% membership interest James R. Watson Revocable Trust 2014 50% membership interest #35316967_v7 30 SUBSTITUTED AMENDMENT THIS AMENDMENT is made as of this day of July 2015 by and APARTMENTS, LLC, a Florida limited liability company (the 'Developer") an Overtown/Park West Community Redevelopment Agency, a body corporate cre Section 163.356, Florida Statues (the "CRA"). RECITALS weep SJP e Southeast ed pursuant to A. St. John Plaza Apartments, LLC, a Florida limited lability company (the "Original Developer") and the CRA entered into that Development . eement dated as January 18, 2013 (the "Development Agreement"). B. Original Developer has requested the CRA - prove the assignment of the Development Agreement by Original Developer to Developer he "Assignment") in accordance with the provisions of Section 15 of the Development Agre ent. C. The CRA desires to approve the Ass' - ent, subject to the terms of this Amendment. D. Developer and the CRA desire anmodify and amend certain other terms and provisions of the Development Agreement as hernafter set forth. NOW THEREFORE, in consideratio consideration, the receipt and sufficiency o follows: f the foregoing and other good and valuable hich is hereby acknowledged, the parties agree as 1. Recitals. The Recital o this Amendment are true and correct and are hereby incorporated by reference and made , part hereof. 2. Defined Terms. 1 defined terms utilized in this Amendment but not defined in this Amendment shall have th= eanings ascribed to said terms in the Development Agreement. 3. Consent to • ssi . nment. In accordance with Section 15 of the Development Agreement, the CRA h, eby approves the Assignment of the Development Agreement from Original Developer to ' eveloper, a copy of which is attached hereto as Exhibit "A". 4. Pro. Issues. The CRA and Developer acknowledge that Developer has provide the Exe• •tive Director the following: (a) copy of the Survey and the Commitment which shall sh• • Developer to be vested with a leasehold estate in the Property pursuant to the Lease, a me • . randum of which was recorded in Official Records Book , at Page of the Public ' - cords of Miami -Dade County, Florida, subject only to the Permitted Exceptions and that mo .age recorded August 23, 1988 in Official Records Book 13796, at Page 2036 of the Public ecords of Miami -Dade County, Florida (the "Existing Mortgage") which is to be satis . by the CDC on or before the Closing Date; (b) an environmental report and a reliance le addressed to the CRA reflecting no environmental conditions that will adversely affect the elopment of the Project; (c) a soil assessment report to enable the Executive Director to onfirm that there are no soil conditions that will adversely affect the development of the Project; SUBSTITUTED and (d) a letter from the Public Works Director of the City confirming that Project can be developed without replatting the Property. 5. Deed from Church. The CRA acknowledges that St. Jo laza Project, LLC, a Florida limited liability company, an affiliate of the CDC has acquir the Church Property pursuant to that deed recorded in Official Records Book 29326, a 'age 505 of the Public Records of Miami -Dade County, Florida. 6. Lease. The CRA has approved the Lease, a mem in Official Records Book , at Page of the Public Florida. ndum of which was recorded cords of Miami -Dade County, 7. Project. Section 3.1 of the Developmen Agreement is hereby amended and restated to read as follows: `"3.1 Description of the Project. The prof= (the "Project") shall consist of not less than 90 affordable rental units, all with • conies and upgraded finishes to improve longevity and durability with ground floo ommercial space constructed in one or more buildings not exceeding eight (8) storie will include one -bedroom units, two -bedroom units, and three -bedroom units, the x of which and the size of which shall be established upon the community inp eceived in accordance with Section 3.3 below and as approved by the Executive Dir tor in accordance with Section 3.4 below together with approximately 8,500 sq e feet of community service space including approximately 4,000 to 8,000 . uare feet of space for a child learning center and a sufficient number of parkin. paces to comply with the applicable zoning and shall include free wireless interne ervice for all residential units." 8. A.•roval of Sc atic Desi Documents. The CRA acknowledges that the Executive Director has approv ' the Schematic Design Documents on April 16, 2015 which are identified on Exhibit "B" a ed hereto and made a part hereof. The CRA waives any right of default under the Develop ' - nt Agreement as a result of the failure of the Developer to submit the Schematic Design D uments to the Executive Director within ninety (90) days from the Effective Date. 9. Pro Bud • et. The Preliminary Budget attached to the Development Agreement is hereby replace. •y the Preliminary Budget attached hereto as Exhibit "C" and made a part hereof. 10. 'roject Schedule. The Project Schedule is attached hereto as Exhibit "D" and made a pa ereof. Section 4.1.6 of the Development Agreement is hereby amended and restated in its ent ty to read as follows: "4.1.6 Operating Agreement. The operating agreement for the Developer (the "Operating Agreement") must reflect that SJP Apartments MM, LLC, a Florida limited liability company, is the manager and owns not less than .01% membership interest in the Developer and reflect that the balance of the membership interests in Developer is owned 2 SUBSTITUTED by the Institutional Investor and the operating agreement for SJP Apa • ents MM, LLC must reflect that the CDC, or its wholly owned affiliate, has no ess than a 25% membership interest in SJP Apartments MM, LLC." 12. Funding Agreement. The first sentence of Section 4. of the Development Agreement is hereby deleted and replaced with the following: "The CRA, and Developer, the Non -Profit, as hereinafter de providing financing in accordance with the Loan Commit institutional investor(s) providing equity to the Develope of tax credits (the "Institutional Investor"), SJP Apartm liability company (the "Managing Member") or an en Apartments MM, LLC (the "Controlled Entity") w hereinafter defined, shall agree to the terms of an in the form and substance reasonably acceptable ed, the Developer's lender t (the "Lender"), the exchange for the allocation is MM, LLC, a Florida limited controlled by the CDC and SJP makes the MM Loan, as eement (the "Funding Agreement") the Executive Director." 13. Form of Funding Agreement. Deve . er acknowledges that in connection with previous transactions, the Executive Director has 'proved a funding agreement in the form of Exhibit "E" attached hereto. 14. Non -Profit Grant Agreement. hereby amended to provide that the Non - form of Exhibit "F" attached hereto and Section 5.4 of the Development Agreement is fit Grant Agreement shall be in substantially the e a part hereof. 15. Non -Profit. The CRA d the Developer agree that the Non -Profit shall be The Urban League of Greater Miami, Inc a Florida not -for -profit corporation. In addition the CRA acknowledges that the Executive D ctor has approved the Non -Profit Loan Documents and the MM Loan Documents and the C waives any right to terminate the Development Agreement pursuant to Section 5.9. 16. Bond Issue • , .royal. The CRA acknowledges that Bond Issue Approval has been obtained and the pr' 'isions of Section 5.5 of the Development Agreement are hereby deleted. 17. Non-P • it Loan Documents and the MM Loan Documents. The CRA and the Developer acknow • ge and agree that the Non -Profit Loan Documents and the MM Loan Documents shall + in substantially the form attached hereto as Exhibit "G". 18. ' osin. The Closing Date is hereby amended to be on the earlier of (a) ten (10) days after al e CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or •) November 30, 2015, time being of the essence. CRA Conditions Precedent. Sections 9.1.9, 9.1.10, 9.1.11, and 9.1.13 of the Devel ' ment Agreement are hereby amended and restated in their entirety to read as follows: "9. The Executive Director has confirmed that (i) the CDC, or its wholly owned affiliate, has n less than a 25% membership interest in the Managing Member of the Developer; and (ii) that e ownership structure of Developer is as reflected on Exhibit H and there has been no changes 3 SUBSTITUTED in the ownership interest in the Developer from that reflected on Exhibit H other t ' . n the transfer of 99.9% of the membership interests to the Institutional Investor. 9.1.10 The Executive Director has approved the proposed development ag -ment between the Developer and St. John CDP-BC Developer, LLC to oversee the const ction of the Project subject to the limitations contained in Section 5.2. 9.1.11 The Executive Director has confirmed that the CDC has not -ss than a twenty percent (20%) interest in the developer fee and profit earned by St. John CD -BC Developer, LLC, to be paid pari pasu with the amounts paid to St. John CDP-BC Devel . , LLC or in the alternative, the CDC, or its wholly owned affiliate, is being paid a substan Ily equivalent fee through the Operating Agreement and the Lease. 9.1.13 The Developer has obtained a phased building p- 't for the entire Project to enable Developer to commence construction of the Project in acc dance with the Plans." 20. Participation Requirements. Section 6 and 6.3 of the Development Agreement is hereby amended and restated in its entirety to reas follows: "6.2 Participation Requirements. De toper agrees to comply with the following subcontractor participation requireme I and laborer participation requirements (the "Participation Requirements") with re• •ect to the Project: 6.2.1 Subcontractor Part •ation. The Developer shall require its general contractor to hire not less tha twenty percent (20%) of the subcontractors for the demolition of any existing +rovements and construction of the Project utilizing companies that have their pr cipal place of business within the City with the following priority: a. First, to City res ents living within the Redevelopment Area, which encompasses part of zip code 3313 b. Second, to ity residents living within the boundaries of Overtown community, which common -ncompasses part of zip code 33136; c. Third, o City residents within zip code 33127, 33128, 33130, 33136, 33142, 33125, 331 33150 and west Coconut Grove (the `CRA Targeted Zip Codes") which include th ive (5) highest poverty rated zip codes located in the City; and d. ourth, to residents residing outside of the. CRA Targeted Zip Codes. For •urposes of calculating the twenty percent (20%) subcontractor participation, the ty percent (20%) participation shall be calculated based upon the dollar value of h subcontract given to subcontractors whose principal place of business is in the City and the total dollar value of all subcontracts entered into by the general contractor for the Project ("Subcontractor Participation Requirement"). 4 SUBSTITUTED 6.2.2 Laborer Participation. Developer agrees to require . general contractor and all subcontractors to hire forty percent (40%) of the unskilled 1 or for the demolition of any existing improvements and the construction of the Projec `Laborer Participation Requirement") from workers residing in the City with the folio g hiring priorities: a. First, to City residents living within the ' . evelopment Area, which encompasses part of zip code 33136; b. Second, to City residents living wit the boundaries of Overtown Community, which community encompasses part of zi ' ode 33136; c. Third, to City residents within the CTargeted Zip Codes; and d. Fourth, to City residents residing tside of the CRA Targeted Zip Codes. 6.2.3 In the event of any dispute . etween the Executive director and the Developer as to whether any subcontractor :s its principal place of business in the City or whether any laborer resides in the City, e Developer and the Executive Director shall proceed in good faith to resolve the di - , ute. In the event the dispute is not resolved within ten (10) days either party may s it the dispute to the Board for resolution which shall be binding on the parties. 6.3 Report Requirements. The i eveloper shall be required to submit to the Executive Director on a monthly basis co encing upon the earlier to occur of (i) thirty (30) days after commencement of de olition of the existing improvements or (ii) the commencement of constructs of the Project, detailed reports evidencing compliance with the Subcontractor P icipation Requirements and the Laborer Participation Requirements during the or thirty (30) day period ("Participation Reports"). The Participation Reports s 1 contain such information as the Executive Director may reasonably require to e : ble the Executive Director to determine whether the Developer is in compliance wi the Subcontractor Participation Requirements and the Laborer Participation Requir ents, including details of the priority procedure established. 6.3.1 P• .sties for Non-Com*liance with Subcontractor Participation Requirements. Participation as a penalty for each three (3 Twelv point Re Fi To the extent Developer fails to comply with the Subcontractor quirements, with respect to the Project, Developer shall pay to the CRA r such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) p; entage point below the Subcontractor Participation Requirement for the first ercentage points below the Subcontractor Participation Requirement, (b) housand Five Hundred Dollars ($12,500.00) for each additional percentage elow the first three (3) percentage points below the Subcontractor Participation rement for up to three (3) additional percentage points and thereafter, (c) Twenty Thousand and No/100 Dollars ($25,000.00) for each additional percentage point ow six (6%) percentage points below the Subcontractor Participation Requirement ollectively, the "Subcontractor Non -Compliance Funds"). The Subcontractor Non - Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of the 5 SUBSTITUTED Developer's receipt of written statement from the Executive Director of Subcontractor Non -Compliance Funds due. To the extent of any Executive Director and the Developer with respect to the Subcontractor Participation Requirements, such dispute shall b Board for resolution. The decision of the CRA Board shall The Executive Director, in his sole discretion, may elect to amount the Developer is required to pay to the CRA pursu 6.3.2 Penalties for Non-Com To the extent Developer fails to comply with the Requirements, with respect to the Project, Developer for such non-compliance (a) Five Thousand and percentage point below the Laborer Participati percentage points below the Laborer Participat Five Hundred and No/100 Dollars ($12,500. below the first four (4) percentage points b for up to four (4) percentage points and the Dollars ($25,000.00) for each additional points below the Laborer Participatio Compliance Funds"). The Laborer Executive Director after completion from Developer's receipt of writt amount of Laborer Non-Compli the Executive Director and t Laborer Participation Requir for resolution. The decisio Executive Director, in hi amount the Developer is 21. Res its general contractor and pay a minimum hourly Responsible Wage Or Supplemental Genera "Responsible Wage Wage shall be de contractor inclu Responsible W ating the amount ispute between the mpliance with the ubmitted to the CRA binding on the parties. ive all or a portion of the o this Section 6.3.1. r Partici • ation Re • uirements. plicable Laborer Participation all pay to the CRA as a penalty /100 Dollars ($5,000.00) for each Requirement for the first four (4) n Requirement, (b) Twelve Thousand ) for each additional percentage point w the Laborer Participation Requirement fter, (c) Twenty Five Thousand and No/100 rcentage point below the eight (8) percentage equirement (collectively, the "Laborer Non- n-Compliance Funds shall be calculated by the the Project and shall be due within thirty (30) days statement from the Executive Director stating the e Funds due. To the extent of any dispute between Developer with respect to the compliance with the ents, such dispute shall be submitted to the CRA Board f the CRA Board shall be binding upon the parties. The ole discretion, may elect to waive all or a portion of the quired to pay the CRA pursuant to this Section 6.3.2." liance with Lab e Rates. With respect to the Project the Developer shall require subcontractors performing work in connection with the Project to ge rate and health benefits consistent with Miami -Dade County's ance, as codified in Section 2-11.16 of the County Code and the ondition Wage & Benefits Schedule, Construction Type: Building (the ' as the same may be revised by the County annually, which Responsible ed to apply to the Project. The Developer shall require that its general in each subcontract the requirement that such subcontractor pay the e to all employees working on the Project. onsible 22. Ownership Interest in Developer. Exhibit H to the Development Agreement is hereby del -d and replaced by Exhibit "H" attached hereto and made a part hereof. Guaranty. Section 10.2.4 of the Development Agreement is hereby amended to provi • that the Guaranty shall be provided by James R. Watson, individually, BCP Dev opment, LLC, a Massachusetts limited liability company, St John CDP-BC Developer, L , a Florida limited liability company and James R. Watson Revocable Trust 2014. 6 SUBSTITUTED 24. Assignability. Section 15 is hereby amended by adding the folling language to the end of such Section: "Notwithstanding the foregoing, the following transfers 11 not be deemed an assignment or transfer requiring the prior consent of CRA: (i) a transfer by the Institutional Investor of its interest in the Developer in acco , ance with the Operating Agreement, or (ii) the removal and replacement of the man.. -r of the Developer by the Institutional Investor in accordance with the terms of the • . erating Agreement provided that such replacement manager is an affiliate of the Inst tional Investor and notice of such removal is provide to CRA." 25. Notices. Section 16 of the Development , .reement is hereby amended and restated to read as follows: "16. NOTICES. Any notices required or pe shall be in writing and shall be deemed to have recognized overnight courier (such as Federal Ex registered mail, return receipt requested, in a follows: If to Developer: SJP Apartments, LLC 340 West Flagler Street, ite 312 Miami, Florida 33131 Attention: James Wa .n With a copy to: tted to be given under this Agreement en given if delivered by hand, sent by ss), sent by fax or mailed by certified or stage prepaid envelope, and addressed as Squire Patton Bo s 200 South Bisc e Blvd., Suite 4700 Miami, FL 3 31 Attention: ' omas V. Eagan, Esq. Fax: 305- 7-7001 With a copy to: Bost• Capital Corporate Tax Credit Fund XL, A ited Partnership Boston Place oston, MA 02108 Attn: Asset Management 7 SUBSTITUTED And to: Nixon Peabody LLP 100 Summer Street Boston, MA 02110 Attn: John Condon With a copy to: Stearns Weaver Miller Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Brian McDonough, Esq. Fax: 305-789-3395 And with a copy to: If to CRA: Legal Services of Greater Miam 3000 Biscayne Boulevard, Sui 500 Miami, Florida 33137 Attention: Shahrazd Ernan Fax: 305-576-5112 SOUTHEAST OV COMMUNITY Attention: Clare 819NW2ndA Third Floor Miami, FL 136 Fax: 3059-6836 With a copy to: OWN / PARK WEST EVELOPMENT AGENCY e E. Woods, III, Executive Director ue Wi am R. Bloom, Esq. land & Knight, LLP ite 3000 01 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 8 SUBSTITUTED and reaffirm all the terms and provisions of th And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2' Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be d med given on the date of delivery and notices mailed in accordance with the foregoing shall deemed given upon receipt or the date delivery is refused." 26. Cured By Institutional Investor. CRA . ees that any default by Developer under the Development Agreement may be cured by the stitutional Investor within the same cure period as provided to Developer. 27. Ratification. Except as hereby Willed, the CRA and Developer hereby ratify evelopment Agreement. 28. Condemnation Litigation. e CRA was awarded Two Hundred Twenty -Five Thousand and No/100 Dollars ($225,00 10) (the "CRA Award") in that case styled State of Florida De,artment of Trans.ortation . Petitioner vs. St. John Institutional Missiona Baptist Church, Inc., et al., as Defendants, Ca No. 13-33596-CA-23 pending in the 11a' Judicial Circuit in and for Miami -Dade County, Flo 4a (the "Condemnation Proceeding"). St. John Institutional Missionary Baptist Church, Inc. e "Church") has appealed the CRA Award. If the CRA Award has not been paid to the RA on or before the Closing Date, then on the Closing Date Developer shall deposit into e ow with an escrow agent acceptable to the CRA and Developer (the "Escrow Agent") Two ndred Twenty -Five Thousand and No/100 Dollars ($225,000.00) (the "Escrowed Funds"). ► e Escrow Agent shall hold the Escrowed Funds until the earlier to occur of (i) the date the C ' Award becomes final in which case the Escrow Agent shall pay the Escrowed Funds to the 'eveloper; or (ii) the date the CRA Award is overturned on appeal in which event the Escrr , Agent shall pay the Escrowed Funds to the CRA. The form of the escrow agreement s' • 11 be subject to the approval of the Executive Director, which approval shall not be unre .onably withheld. The obligation of the CRA to close the transaction contemplated by e Development Agreement is expressly subject to the Developer depositing the Escrowed r . ds with Escrow Agent and the Executive Director's approval of the Escrow Agent and th erms of the escrow agreement, if the CRA Award is not final as of the Closing Date. Wi-Fi. The Developer covenants and agrees to provide free wireless internet servic• o all residential units of the Project at no cost to the residents. This obligation shall cons ' to a covenant running with the land and this obligation shall be included in the special wa. • my deed to the Developer. 9 SUBSTITUTED 30. Conflict. To the extent of a conflict between the terms and Amendment and the terms and provisions of the Development Agreem provisions of this Amendment shall control. 10 visions of this the terms and SUBSTITUTED IN WITNESS WHEREOF, the parties have executed this Amendment as the date first above -written. DEVELOPER: SJP APARTMENTS, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability co any, its Manager By: St. John CDP-BC MM, LLC, a Florida limi d liability company, its manager By: BCP SJP, LLC, a Florida limit, liability company By: Name: Title: 11 SUBSTITUTED CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Approve • or legal sufficiency By: Clerk of the Board 12 William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA SUBSTITUTED JOINDER The undersigned joins in this Amendment to confirm their agreem> t to provide the Guaranty. James R. Watson, individual( St. John CDP-BC Develop , LLC a Florida limited liability ompany By: SJP Developme a Massachuse its Manager oldings, LLC, invited liability company By: BCP " P Developer, LLC, a sachusetts limited liability company anager y: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its sole member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Title: BCP Development, LLC, a Massachusetts limited liability company By: Name: Title: 13 SUBSTITUTED James R. Watson Revocable Trust 2014 By: Name: James R. Watson Title: Trustee 14 SUBSTITUTED Joinder The undersigned joins in this Amendment for the purpose of agreeing t atisfy the Existing Mortgage at Closing. St John Community Development C - • oration, a Florida corporation By: Name: Title: Date Executed: 15 SUBSTITUTED exhibit "A" Copy of Assignment of Development Agreement SUBSTITUTED ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT is made as ois day of April, 2015 by and between ST. JOHN PLAZA APARTMENTS, LLC, a Flori+. limited liability company (the "Original Developer") and SJP APARTMENTS, LLC, a Flo:•. limited liability company (the "New Developer"). RECITALS A. Original Developer and the Southeast Overto 'ark West Community Redevelopment Agency, a body corporate created pursuant to Se on 163.356, Florida Statues (the "CRA") entered into that certain Development Agreement .ted as January 18, 2013 (the "Development Agreement"). B. Original Developer has agreed to assign its ' rest in the Development Agreement to New Developer, and New Developer has agreed to ass e all of the rights and obligations of Original Developer under the Development Agreement. NOW THEREFORE, in consideration of Ten ' ollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of whic s hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to thi• Assignment are true and correct and are hereby incorporated by reference and made a part eof. 2. Defined Terms. All de ed terms utilized in this Assignment but not defined herein shall have the meanings ascribe o said terms in the Development Agreement. 3. Assi nment and As • ' m •tion. Original Developer hereby assigns, transfers, and conveys unto New Developer of its right, title and interest in and to the Development Agreement. New Developer h by accepts the assignment of the Original Developer's interest in the Development Agreeme ' , assumes the obligations of Original Developer thereunder, ratifies and confirms the Develop t Agreement and all amendments thereto, and agrees to be bound by all of the terms and condi ns of the Development Agreement. GNATURES APPEAR ON FOLLOWING PAGE SUBSTITUTED IN WITNESS WHEREOF, we have executed this Assignment of Develo ent Agreement effective as of the day of , 2015. #35388471_vt ORIGINAL DEVELOPER: ST. JOHN PLAZA APARTME S, LLC, a Florida limited liability company By: NEW DEVELOPE SJP APARTMEN company , LLC, a Florida limited liability By: SJP Ap• eats MM, LLC, a Florida limited liability company, i Manager St. John CDP-BC MM, LLC, a Florida invited liability company, its manager By: BCP SJP, LLC, a Florida limited liability company, its manager 2 By: Name: Title: Exhibit "B" Description of Schematic Design Documents Prepared by Corwil Architects dated November 18, 2014, last revised April Job Number 2011-17 under File Number 200-17 consisting of Sheets A-0.01, A - through A-1.04, and A-2.00 SUBSTITUTED [NEEDS TO BE UPDATED] 16 5, under 2, A-1.00 SUBSTITUTED Exhibit "C" Proposed Budget [MUST BE UPDATED TO REFLECT $75,000 TO BE PAID AS DIREED BY CRAI 17 St John P1ara Apartments . Miami, FL 90 unks UHTC housing Sources & Uses (during construction end lease -up) SUBSTITUTED St. John Plaza Apts 90 units 111. (09-18-14)xis Sources Rot Permanent Phase Total % Per Unit Pre -Penn Total % Par Unit Debt Pmlevelopeen1 Loan 0 0.00% - 647,400 ,::.. 7,193 Coratuc5cn Loan/ Tax Exempt Bond Proceeds 0 0.00° - 7,543,803 • 22% 83,820 Fist "stage 2,300,000 8.49% 25,556 0 0.00% - Surtax 2700,000 11.14% 30,000 0 0.00% - °vertovm CRA Grant 10,000,000 4124% 111,111 10,000,r, • 41.39% 111,111 Tex Credit Equ3y • - UNTC LP Equity 30.95 31.00 of L0fTC 8,547,000 3525% 94,967 5 t r 4 . 24.71% 68.323 Deferred Developer Fee 20.00% of Dev. Fee 700,238 289% 7,780 0 0.00% - Totai Scums 24,247,238 100.00% 209.414 ' 39 100.0O3 268,447 Uses Total % Per Una Total % Per tint Bard Cortsittdlan Costs 11,123,338 4537% 123,593 11,123,398 45.95% 123,5E0 GC Pro81 6.0% 667,404 275% 7,41 667,404 2.76% 7,416 GC General Regtdremei5 6.0% 857,404 2.75% 7 r . 667,404 276% 7,418 GC Overhead 2.0% 249,164 1.03% m 249,164 1.03% 2,768 Receatlmai 1Owner items 225,000 0.93% .500 225,000 0.93% 2,500 08•S0e Improvements 100,000 0.41% 1,111 100,000 0.41% 1,111 Hid Cost COttt nclency 4t. 5.0% 556,170 2.29% 6,180 556,170 2.30% 6,180 Carrara/Sy Support 9,000 SF igt 3100 t5F 800,003 3,71 10,000 900,000 3.72% 10,000 Bonder interest Ens ® 8.50% Intarrst 732,818 3. rr 8,142 691,953 2.86% 7,688 Bond Orbs Fee 20% 150,876 1,676 150,876 0.82% 1,678 Bond Closing Coats 0.0% 23,344 0% 259 23,344 0.10% 259 Cct ,s1xLoanOrighaeonFeee 1.5% 113,157 1.47% 1,257 113,157 0,47% 1.257 Non -Pipit beat Fee 150,000 0.62% 1,667 150,000 0.82% 1,867 Costs of issuance 130,300 0.54% 1,448 t30,300 0.54% 1,448 Other Loan Malec Costs 13 ... 0.08% 150 13,500 0.06% .150 OperaSrg DeFdt Reserve (6 maims expense *debt 366 • . 1.51% 4,087 388,023 1.51% 4,067 AmountINI Foes • r r AA'A4A1; t;g6 66A.g 65,$n6645$g if61 0oa 0coctoo000C.rfo0 '0000 0c0o0. 111 10,000 0.04% 111 fttpplorjon Fees .,000 33 3,000 0.01% 33 APPializi ',.000 222 20,000 0.08% 222 Amsted Fee•Dea1gN LEED 4.0% 444,036 4,944 444,838 1.84% 4,944 Architect Fee-Supmvrslon 0.5% 155,617 1,729 155,617 0.64% 1,729 Suttees Risk insurance 1.00% 111,234 1,238 111,234 OAS% 1,236 84dat9Pemit 31,500 • 135.003 1,500 135,000 0.56% 1,500 C u 't Underwltlbtg Fee 15,015 167 15,015 0.06% 167 Engneeimg Fee 49,500 550 49,500 0.20% 550 Environmental ental Report 25,000 278 25,003 0.10% 278 FHFC AdmldsoaCva Fees 16.880 188 16,880 0.07% 188 FHFC AppDcation Fees 5,000 58 6,000 0.02% 56 FHFC Cocigfatce Mon. Fee 68,487 761 68,487 0.2816 761 Permarent Financing Fee 200% 46,000 511 48,003 0.19% 511 impact Fees (Getz)) 38,653 tuns 776,746 8,653 778,746 3.22% 8,653 tr'n Fees 150,000 1,667 150,000 0.62% 1,667 Insurance- Ftapefty)UaS61y 31,000 hua5 90,000 1,000 90,030 0.37% 1.000 Legal Fees Partnership 350,000 3,869 350,000 1.45% 3,889 Leger Fees. Otter 55,030 611 55,030 023% 611 market Stdy 4,500 50 4.500 0.02% 50 M.arkeCng/A4veftlrng 31,667 Artl 150,000 1,687 150,030 0.62% 1,667 Walvng Capael Reserve 67,572 751 67,572 0.28% 751 Property T83038(Cortstructlort) B1,000 900 81,000 033% 900 Sc0 Test Report 25,000 278 25,000 0.10% 278 Smvoy(csdtrdi g es•6u9t) 25,000 278 25,000 0.1096 278 The frwtaanm 6 R:..., . 0.57% 134,066 1,490 134,066 0.55% 1,490 L' 0y Cc.' nec8on Fee 62.103 Art 189,000 2,100 189,000 0.78% 2,100 Carbnsency(So5 2A% 76,938 855 78,938 0.32% 855 Sub-Tot8l 19,451,049 21C123 19,410184 215,669 Lend Lease ' ,. • 1,295,000 5.34% 14389 1,295,000 5.35% 14,389 Dovelopofs , . & Overhead 4.0% 778,042 321% 8,645 778,042 3.21% 8,645 Developer ' 14.00% 2,723,147 1123% 30,257 2,723,147 11.25% 30,257 Total • Coat 18.0% 24,247,238 400.00% 269,414 24,208,373 100,00% 268,960 Gap surpluarlshert) 0 (46,134) 18 SUBSTITUTED Exhibit "D" Project Schedule [MUST SHOW 14 MONTH CONSTRUCTION SCHEDUL 19 SUBSTITUTED Exhibit "E" Form of funding agreement previously approved by Executive D' ector 20 S AMPLE FUNDING AGREEMENT THIS FUNDING AGREEMENT (this "Agreement") dated as of M among CITIBANK, N.A., a national banking association ("Funding Lend OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT agency and body corporate created under Section 163.356, Florida S "M. a Florida limited partnership ("Borrower"), THE GREATER MIAMI, INC., a Florida non-profit torpor AFFORDABLE LENDING COMPANY, LLC, a Florida Iim Lending"), THE BANK OF NEW YORK MELLON TRUST 1111111111111111111111.11111111111.1.11.11111.111111.1 (the HOUSING FINANCE AUTHORITY OF MIAMI-DAD body corporate and politic duly organized and existing u ("Governmental Lender"). RECITAL SUBSTITUTED 1, 2015, by and SOUTHEAST GENCY, a public tes ("CR.A"), AN LEAGUE OF on ("Urban League"), liability company ("ALC OMPANY, N.A. ("BONY"), vestor Limited Partner") and OUNTY (FLORIDA), a public er the laws of the State of Florida A. Borrower owns a subleasehold in est in that certain real property described in Exhibit A ("Property") located a 00 NW 4th Avenue, Miami, Florida. B. Borrower intends to constru on the Property an 84-unit multifamily residential project located in Miam i ade County to be known as Courtside Family Apartments, together wi all appurtenances, fixtures, and tenant improvements ("Improvements" and, ' ether with the Property, the "Project"). C. Borrower has appli= to Governmental Lender for a loan (the "Borrower Loan") for the constructi. , development, and equipping of the Project. D. The Borrower oan is evidenced by that certain Multifamily Note, dated as of March I, 21. , in the maximum principal amount of S12,000,000, made by Borrower yable to the order of Governmental Lender (the "Note") and that certain : rower Loan Agreement, dated as of March 1, 2015, between Borrower and G. -rnmental Lender (the "Borrower Loan Agreement"). E. Th : orrower Loan is secured by, among other things, that certain Leasehold tifamily Mortgage, Assignment of Rents, Security Agreement and Fixture icing, dated as of March 1, 2015, executed by Borrower for the benefit of Governmental Lender (the "Security Instrument"; together with the Note, the Borrower Loan Agreement and all other documents executed in connection with the Borrower Loan, collectively, the "Borrower Loan Documents"), which Security Instrument encumbers the Project. Borrower has requested that Governmental Lender enter into that certain Funding Loan Agreement, dated as of March 1, 2015, between Governmental Lender and Funding Lender, pursuant to which Funding Lender will make a loan to Funding Agreement SUBSTITUTED Governmental Lender (the "Funding Loan"), the proceeds of which wil +e used to fund the Borrower Loan pursuant to the Borrower Loan Agr ment in accordance with the terms of the Funding Loan Agreement dated M. ch 1, 2015 (the "Funding Loan Agreement") by and between Funding Lender, ' overnmental Lender and BONY and the Construction Funding Agreement date • arch 1, 2015 by and between Funding Lender, as agent and Borrower - "Construction Funding Agreement'). G. The Borrower Loan Documents have each been assit• d by Governmental Lender to Funding Lender to secure the Funding Lo.• in accordance with the terms of the Funding Loan Agreement. H. CRA and Borrower have entered into a D lopment Agreement, dated January 15, 2013, , as amended by First Amend nt to Development Agreement, dated January 30, 2014, and by Second Ameent, dated September 30, 2014 (as amended, the "Development Agreement" with respect to the development of the Project. I. Pursuant to the Development Agreem- CRA has agreed to make a $7,500,000 grant (the "CRA Grant") subject to satisfaction of the terms and conditions set forth in the Development Agreeme J. The CRA Grant is being m • by CRA to Urban League pursuant to the Non -Profit Grant Agreement • ted as of March 1, 2015 (the "Grant Agreement") between CRA and Urban .ue. K. CRA's Tax Incremen evenue Bonds Series 2014A-1 in the amount of $50,000,000 and Seri2014A-2 in the amount of $5,858,000 (collectively, the "CRA Bonds") iss 4 pursuant to (i) Resolution No. R-12-0197, adopted by the Board of Commis' +ners of the City of Miami on May 10, 2012, as amended by Resolution No. ' -13-0258, adopted on June 27, 2013, (ii) Resolution No. R-516-12, ad• , ed by the Board of County Commissioners of Miami -Dade County on J e 16, 2012, as amended by Resolution No. R-480-13, adopted on June 18, 3, and (iii) Resolution No. CRA-R-12-0061 adopted by CRA on Septem 17, 2012, as amended and supplemented by Resolution No. CRA- 3-0025 adopted on March 25, 2013, Resolution No. CRA-R-13-0039 ado • d on June 24, 2013 and Resolution No. CRA-R-14-0051 adopted on Ju 0, 2014 (collectively, the "Bond Resolution"), are being utilized to fund, ong other things, the CRA Grant, which the Urban League has agreed to lend o ALC Lending, which ALC Lending in turn, has agreed to lend to Borrower to finance a portion of the cost to construct the Project CRA has entered into that Escrow Agreement, dated as of March 1, 2015 (the "Escrow Agreement"), between CRA and BONY, as escrow agent thereunder pursuant to which CRA has deposited $7,500,000 with BONY, which funds will be used to fund the CRA Grant in accordance with the Grant Agreement and this Agreement. Funding Agreement 2 SUBSTITUTED M. At the direction of CRA as provided in the Escrow Agreement, • , in certain circumstances as provided herein and in the Escrow Agreement, F ding Lender, by delivery of a letter in the form of Exhibit "B" hereto (the " scrow Letter") executed by Funding Lender to BONY, as escrow agent , der the Escrow Agreement, directing BONY, as escrow agent to deposit a • ,rtion of the funds held by BONY, as escrow agent, in the account established •'th BONY, as fiscal agent, for the Urban League (the "Urban League Acco ') pursuant to and as defined in the Funding Loan Agreement. N. Pursuant to the Promissory Note, dated March 1, 20 (the "Urban League Loan Note"), made by ALC Lending in favor of Urb League, Urban League has agreed to loan all of the CRA Grant proceeds de► sited from time to time into the Urban League Account, to ALC Lending ' ediately upon deposit of such proceeds (the "Urban League Loan"). O. In accordance with the terms of the Fund' • Loan Agreement, the proceeds of the Urban League Loan will be deposited ' om time to time into the Urban League Account and shall be immediately traI erred by BONY to an account established with BONY for ALC Lending (the . LC Lending Account") pursuant to and as defined in the Funding Loan Agre ent. P. Pursuant to the Promissory N made by Borrower in favor of the proceeds of the Account, to Borrower i Loan"). e, dated March 1, 2015 (the "ALC Loan Note") ALC Lending, ALC Lending has agreed to loan all an League Loan deposited to the ALC Lending ediately upon deposit of such proceeds (the "ALC Q. In accordance with e terms of the Funding Loan Agreement, upon deposit of funds into the Lending Account, BONY is to immediately deposit the proceeds of the LC Loan from time to time into the Urban League Proceeds Fund, as defi • in the Funding Loan Agreement, to be held by BONY, in its capacity as F cal Agent, pursuant to the terms of the Funding Loan Agreement. R. The Inve or Limited Partner has entered into that Second Amended and Restated Agree ' nt of Limited Partnership, dated March 1, 2015 (the "Partnership Agre = ent") among the Inv' .tor Limited Partner an Pursuant to the P nership Agreement, the Investor mute Partner has agreed to make certain pital contributions to the Borrower as more particularly described in the artnership Agreement. Pursuant to the terms of that Loan Agreement, dated March f 1, 2015 (the "Surtax Loan Agreement"), between Borrower and Miami -Dade County, Florida (the "County"), and that Promissory Note, dated as of March [ 1, 2015, made by Borrower in favor of the County (the "Surtax Note"), the County has agreed to loan $1,750,000 (the "Surtax Loan") to Borrower to pay a portion of the costs of constructing and equipping the Project. Funding Agreement 3 SUBSTITUTED T. One condition specified in the Development Agreement is the executiof the Funding Agreement, as defined in the Development Agreement. CRA - _rees that this Agreement and the Escrow Agreement constitute the "Funding greement" for purposes of the Development Agreement. NOW, THEREFORE, in consideration of the mutual promises herein tained, and the benefits to each of the parties hereto, and for other good and valuable consi • ation, the receipt and sufficiency of which are hereby acknowledged, the parties agree, ea • with the other, as follows: Section 1. Recitals Incorporated. The recitals set fo above are incorporated herein by this reference and made part of this Agreement. Section 2. Definitions. Capitalized terms used her: and not defined herein shall have the meaning assigned in the Funding Loan Agreement. references to this Agreement or any other document shall be deemed to include all amendm= . s, restatements, modifications and supplements thereto to the extent such amendment, resta ent, modification or supplement is made in accordance with the terms of the provisions of s document and this Agreement. Section 3. CRA Grant; Urban League funding of the CRA Grant, making the Urban L League, ALC Lending and Borrower each repres an; ALC Loan. In connection with the ue Loan and the ALC Loan, CRA, Urban warrant, covenant and agree as follows: (a) CRA represents, warr s, covenants and agrees for the benefit of the other parties hereto as follows: (i) CRA has - ly authorized, executed and delivered this Agreement, the Development Agr ent, the Escrow Agreement and the Grant Agreement, each of which co tute the legal, valid and binding obligation of CRA enforceable in aordance with their respective terms, except as such enforceability • be limited by the effect of any applicable bankruptcy, insolvency, reo anization, moratorium or similar laws affecting creditor's rights generally an• eneral principles of equity. (it CRA has deposited or will, simultaneously with the execution of this Aement, deposit $7,500,000 into the escrow account (the "Escrow Acco . ") established with BONY pursuant to the Escrow Agreement. CRA agr that amounts in the Esctow Account will be disbursed by the Escrow A ' nt in accordance with the terms of this Agreement and the terms of the crow Agreement. (iii) CRA represents and warrants that conditions precedent to the funding of the CRA Grant, other than the delivery of approved Applications for Payment as described in Section 4 below and CRA's delivery of written direction to disburse amounts held in the Escrow Account as described above, have been satisfied. CRA agrees that the Closing Date (as defined in the Development Agreement) is the date hereof and that as of the date hereof all CRA Conditions Funding Agreement 4 r1111111/11/1111/10 SUBSTITUTED Precedent (as defined in the Development Agreement) have bee satisfied or waived by CRA. (iv) CRA covenants and agrees that it will not am d or modify the terms of the Development Agreement, the Grant Agree t or the Escrow Agreement without the prior written consent of Funding Le r. (b) Urban League represents, warrants, covenants an the other parties hereto as follows: (i) Urban League has duly authorize Agreement, the Grant Agreement, and the Deg dated the date hereof, among Urban League, B constitutes the legal, valid and binding obliga accordance with their respective terms, e limited by the effect of any applicable moratorium or similar laws affecting principles of equity. grees for the benefit of executed and delivered this Account Control Agreement Y, as depository, each of which n of Urban League enforceable in ept as such enforceability may be ptcy, insolvency, reorganization, reditor's rights generally and general (ii) Urban League here. , acknowledges and agrees that the proceeds of the CRA Grant funded pursu to the Grant Agreement and this Agreement and, when released by BONY ' 'll be deposited directly into the Urban League Account. Amounts on depos n the Urban League Account shall only be used to fund the Urban League Lo. Upon deposit of any of the proceeds of the CRA Grant to the Urban Le ue Account such amounts shall immediately and automatically be transf' red to the ALC Lending Account by BONY and the amount so transferred . all constitute a portion of the Urban League Loan. The proceeds of the C ant shall not be used for any other purpose. (iii) U , an League covenants and agrees that it will not amend or modify the Gr. Agreement or the Urban League Loan Note without the prior written cons of Funding Lender and CRA. (i Urban League represents and warrants that the Urban League Accoun as been established with BONY. Urban League covenants that it will not a ► d or modify the terms of such account, or close such account, without the prio • itten consent of Funding Lender and CRA. (v) Urban League acknowledges and agrees that CRA will only be equired to fund the CRA Grant pursuant to this Agreement and if the CRA is no longer obligated to fund the balance of the CRA Grant as provided in this Agreement, CRA will have no further obligation to Urban League under the Grant Agreement to fund the CRA Grant. Funding Agreement 5 SUBSTITUTED (c) ALC Lending represents, warrants, covenants and agrees for the nefit of the other parties hereto as follows: (i) ALC Lending has duly authorized, executed and . elivered this Agreement, the Urban League Loan Note, and the Loan Agree nt dated as of the date hereof (the "ALC Loan Agreement") between ALC . ending and the Borrower, and the Deposit Account Control Agreement da the date hereof, among ALC Lending, BONY, as depositary, each of whit- constitute the legal, valid and binding obligation of ALC Lending enforcea e in accordance with their respective terms, except as enforceability may be 1iced by the effect of any applicable bankruptcy, insolvency, reorganization, • ratorium or similar laws affecting creditor's rights generally and general print .les of equity. (ii) ALC Lending hereby acknowled . and agrees that all proceeds of the Urban League Loan will be deposited direr into the ALC Lending Account. Amounts on deposit in the ALC Lending A •unt shall only be used to fund the ALC Loan. Upon deposit of any amou to the ALC Lending Account such amounts shall immediately and automally be transferred by BONY to the Urban League Proceeds Fund and the . ounts so transferred shall constitute a portion of the ALC Loan. The proc= ds of the Urban League Loan shall not be used for any other purpose. (iii) ALC Lending enants and agrees that it will not amend or modify the ALC Loan Agre ent, Urban League Loan Note or the ALC Loan Note without the prior writt. . consent of the Funding Lender and CRA. (iv) ALC Le►,ing represents and warrants that the ALC Lending Account has been esta' shed with BONY as depositary. ALC Lending covenants and agrees that it w' not amend or modify the terms of such account, or close such account, with, •t the prior written consent of Funding Lender and CRA. (v) C Lending acknowledges and agrees that Urban League will only be obli ed to fund the Urban League Loan to the extent that Urban League receives . portion of the CRA Grant pursuant to the Grant Agreement and this Agreeme vi) ALC Lending hereby acknowledges and agrees that none of the pro ds of the Urban League Loan to ALC Lending or any proceeds of the re, yment of the ALC Loan to ALC Lending will be allocated for federal income purposes by ALC Lending to the direct or indirect payment of any debt ervice on any obligation the interest payable on which is excluded from gross ncome for federal income tax purposes. (d) Borrower represents, warrants, covenants and agrees for the benefit of the her parties hereto as follows: (i) Borrower has duly authorized, executed and delivered this Agreement, the ALC Loan Note and the ALC Loan Agreement, and each such F11/11 b Agreement 6 SUBSTITUTED document constitutes the legal, valid and binding obligation of B+ ower enforceable in accordance with its terms, except as such enforeeabilit ay be limited by the effect of applicable bankruptcy, insolvency, reo .. ization, moratorium or similar laws affecting creditor's rights generally - d general principles of equity. (ii) Borrower hereby acknowledges and agrees that proceeds of the ALC Loan shall be deposited directly into that certain Urb League Proceeds Fund established pursuant to the Funding Loan Agreeme Borrower shall use all funds from the Urban League Proceeds Fund in acco ance with the terms of the Development Agreement, the Funding Loan A ement, Borrower Loan Agreement and the Construction Funding Agreeme and this Agreement. The proceeds of the ALC Loan shall not be used for any er purpose. (iii) Borrower covenants and agrees +t to amend or modify the ALC Loan Note or the ALC Loan Agreement wout the prior written consent of Funding Lender and CRA. (iv) Borrower acknowledges - d agrees that ALC Lending will only be obligated to fund the ALC Loan to e extent that ALC Lending receives any portion of the Urban League Loan rsuant to the Urban League Note and this Agreement. (v) The Borrower reby acknowledges and agrees that none of the proceeds of the ALC Loan . the Borrower will be allocated for federal income tax purposes by the Borro r to the direct or indirect payment of any debt service on any obligation the int -st payable on which is excluded from gross income for federal income tax pur- +ses. (e) Funding L - : er represents and warrants to the other parties hereto that it has duly authorized, e -cuted and delivered this Agreement, and this Agreement constitutes Funding nder's legal, valid and binding obligation enforceable in accordance with its ms, except as such enforceability may be limited by the effect of any applicable b• , ptcy, insolvency, reorganization, moratorium or similar laws affecting credito• . rights generally and principles of equity. (f) Governmental Lender represents and warrants to the other parties hereto that it has ly authorized, executed and delivered this Agreement, and this Agreement constitut Governmental Lender's legal, valid and binding obligation enforceable in accord. ce with its terms, except as such enforceability may be limited by the effect of any +plicable bankruptcy, insolvency, reorganization, moratorium or similar laws aff- ing creditor's rights generally and principles of equity. ction d. Application for Payments. In accordance with the terms of the Cons tion Funding Agreement, the Borrower Loan Agreement and the Funding Loan Ag ment, various trust accounts have been established with BONY, as Fiscal Agent under the F ding Loan Agreement, for the deposit of certain funds which will be used to pay costs Funding Agreement 7 SUBSTITUTED associated with the construction of the Improvements and the repayment of the Borr -er Loan. Pursuant to the terms of the Funding Loan Agreement, Borrower Loan Agree t and the Construction Funding Agreement, the Borrower may from time to time request advance of funds by the delivery of a requisition meeting the requirements of the Borrower , an Agreement and the Construction Funding Agreement and in the form of Exhibit "C" atta. -d hereto (each, an "Application for Payment"). Pursuant to the terms of the Borrower L► . Agreement, the Funding Loan Agreement and the Construction Loan Agreement, BONY, Fiscal Agent shall only make the transfers requested by an Application for Payment i uch Application for Payment is approved by Funding Lender, such approval evidenc by Funding Lender's execution of an Application for Payment. Pursuant to the Construction Funding Agreement, the ' •rrower must satisfy certain conditions precedent as set forth in the Construction Funding A -ment in connection with each Application for Payment, satisfaction of such conditions bei determined in the sole discretion of Funding Lender. In addition to those conditions, to th- tent the amounts requested in the Application for Payment include amounts constitutinproceeds of the ALC Loan, such Application for Payment must be approved by C • n the sole discretion of the CRA as provided below in this Section 4. Borrower hereby covenants and agrees to ovide to CRA (by delivery to CRA and the parties designated to receive copies of notice o CRA in Section 23 hereof) copies of each Application for Payment submitted to Fundinender at the same time that such Application for Payment is provided to Funding Lender, i uding all supporting documentation delivered to Funding Lender in satisfaction of the req ements of the Construction Funding Agreement and this Agreement related to such App ' ation for Payment. The information delivered in connection with each such Applica .n for Payment shall include, without limitation, the information described in Exhibit D . : ched hereto. Borrower acknowledges d agrees that in the event the conditions to the approval of any Application for Payment set f• in this Section 4 are not tirnely satisfied and the CRA, in its sole discretion, elects not to wive any such conditions in order to approve the Application for Payment, Borrower (i) av es that the CRA shall have no liability to Borrower resulting therefrom, and (ii) waive . y claims against the CRA for any failure to approve an Application for Payment notwithst ing the fact that Borrower has previously incurred costs in connection with the construction rehabilitation of Improvements_ Upon rec '.t of an Application for Payment Funding Lender agrees to notify CRA in writing of its ision to approve or disapprove such Application for Payment promptly following Fu ng Lender making such determination. No ' •thstanding anything to the contrary contained in this Section 4 at no time shalt the CRA be quired to approve any Application for Payment if the total amount of the CRA Grant previo . y funded together with the amount of the CRA Grant to be funded in the pending App " ation for Payment exceeds 45% of the amount previously funded by Funding Lender, the Co ty and the Borrower. Funding Agreement 8 SUBSTITUTED Notwithstanding anything to the contrary contained in this Section 4, at no time shall t CRA be required to approve any Application for Payment if Borrower is in default under terms of the Development Agreement. If, by the end of the period beginning on the day on which CRA (including designated to receive copies of notices to CRA in Section 23 hereof) is in Application for Payment requesting transfer of amounts representing proceeds of including, without limitation, all information to be provided therewith as describ and ending on the later of (a) the tenth (1 dt) day thereafter and (b) the third following CRA's (including each party designated to receive copies of Section 23 hereof) receipt of written notice from Funding Lender of its d whole or in part) such Application for Payment (the "Approval Perio written notice to Funding Lender, BONY and Borrower that such approved (in whole or in part or is not approved) (which notice shal transfer from the Escrow Account to the Urban League Acco requested by the Application for Payment constituting ALC approved) (the "CRA Approval") or, has not provided wri Borrower that CRA objects to the disbursement of all or so constituting proceeds of the ALC Loan, then such Applic (except with respect to such portion CRA does not appr approve such Application for Payment (except for the has disapproved) and submit the same to BONY. against Funding Lender and Funding Lender sha Application for Payment. If, following rec disbursement of amounts constituting procee prior to the end of the Approval Period to F of all or some portion of such ALC L Application for Payment requesting amounts may be transferred) until and BONY approving such transfe for Payment failing to satisfy t relevant failure in reasonable Lender, Borrower and BON provide written notice to F BONY to transfer the above. If CRA object above, the Funding requesting transfe in such case, C no liability to against Fun for Paym constitu g Appli requ. e h party re. ipt of an ALC Loan, in Exhibit D, ) Business Day tices to CRA in ision to approve (in , CRA has provided lication for Payment is rect the Escrow Agent to t the portion of the funds an proceeds which CRA has notice to BONY, Lender and portion of the requested amounts on for Payment is approved by CRA e) and Funding Lender shall proceed to onion of the funds requested which CRA such event CRA shall have no recourse ave no liability to CRA with regard to such t of an Application for Payment requesting of the ALC Loan, CRA provides written notice ding Lender and Borrower objecting to the transfer proceeds, Funding Lender shall not approve the transfer of the disputed amounts (but all undisputed provides written notice to Funding Lender, Borrower Any objection by CRA must be based upon the Application requirements of this Agreement and CRA shall specify the etail in the written notice of objection provided to Funding Immediately upon resolution of the CRA objections, CRA will ding Lender, BONY and Borrower approving transfer and directing viously disputed amounts held in the Escrow Account as provided o the transfer of amounts constituting ALC Loan proceeds as described der may, in its sole discretion, approve a revised Application for Payment rom the trust accounts held by BONY, other than the disputed amounts, and shall have no recourse against Funding Lender and Funding Lender shall have for approving such Application for Payment. CRA shall have no recourse g Lender and Funding Lender shall have no liability to CRA for any Application approved by Funding Lender which does not provide for the transfer of amounts ALC Loan proceeds. CRA shall have no right to approve or disapprove ons for Payment that do not involve ALC Loan proceeds. Funding Lender shall only be d to approve Applications for Payment to the extent provided in the Construction Funding A - ement. If CRA does not respond to an Application for Payment which includes a request to burse a portion of the ALC Loan within the Approval Period, such Application for Payment Funding Agreement 9 SUBSTITUTED shall be deemed approved by CRA and Funding Lender is hereby authorized to • iver the Escrow Letter to BONY directing BONY as escrow agent to transfer to the U League Account the portion of the funds requested by the Application for Payment co - tuting ALC Loan proceeds. Section 5. Default; Trigger Date. Funding Lender agrees to CRA a copy of each notice sent by Funding Lender to Borrower declaring Default has occurred under the Construction Funding Agreement, the Fu or Borrower Loan Agreement, or any of them. CRA shall have the ri Default as provided in Section 8.3 of the Borrower Loan Agreeme Construction Funding Agreement. if, after the expiration of any Event of Default has not been cured to the satisfaction of Fundin exercise the remedies afforded to Funding Lender under the sole discretion. Neither Funding Lender nor CRA shall be Application for Payment while any Potential Default or uncured. The "Trigger Date" shall occur on the earliest o (a) the date on which the Fundi acceleration of the Borrower Loan folio direct the application of all amounts h proceeds of any collateral securing repayment of the Borrower Loan an er p .mptly provide to efault or Event of ing Loan Agreement to cure such Event of and Section 8.2.1 of the plicable cure period, such ender, Funding Lender may ower Loan Documents in its any obligation to approve an nt of Default exists and remains Lender exercises the remedy to direct the g the occurrence of an Event of Default and under the Funding Loan Agreement, and all Borrower Loan and the Funding Loan, to the e Funding Loan; and (b) the date which is months following the Funding Lender declaring that an Event of Default has o, urred under the Borrower Loan Agreement or the Construction Funding Agree► nt unless: (i) su vent of Default is waived, (ii) ch Event of Default is cured, (iii Lender agrees to forbear from the exercise of remedies available under th; : orrower Loan Documents or the Construction Funding Agreement arising the result of the occurrence of such Event of Default, or (iv) Funding Lender and CRA otherwise agree; and the date the Borrower Loan and all amounts owed to the Funding Lender under e Borrower Loan Documents are repaid in full. U. ,n the occurrence of the Trigger Date, CRA may direct Escrow Agent to disburse all amount en held by BONY in the Escrow Account as directed by CRA in its sole discretion and shall have no further obligation to fund the CRA Grant pursuant to the Grant Agr- ent. Funding Agreement 10 SUBSTITUTED Section 6. Casualty/Condemnation. To the extent provided in Sections of the Leasehold Multifamily Mortgage, Assignment of Rents, Security Agreemen Filing made as of the date hereof (the "Mortgage") by the Borrower for Governmental Lender and assigned to Funding Lender, Funding Lender insurance proceeds resulting from casualty or damage of the Improvements awards resulting from a taking, for any public or quasi -public purpose, by authority by exercise of the power of condemnation or eminent domain, t replacement or rebuilding of the Improvements. In the event that the B the conditions specified in Sections 19 or 20 of the Mortgage, as ap agrees to notify CRA of such failure. Thereafter, if CRA shall notify (10) days after receipt of such notice from Funding Lender tha conditions, CRA shall have thirty (30) days following receipt of t to satisfy the conditions specified in Sections 19 or 20, as following receipt of such notice from Funding Lender, CRA intent to satisfy such conditions or, following delivery of conditions within such thirty (30) day period following Lender may apply the insurance or condemnation pro CRA so provides such notice and satisfies such condif insurance and condemnation proceeds shall be u Improvements as provided in the Mortgage. In t insurance proceeds or condemnation awards t instead applies such amounts to repay all or a p be required to fund the balance of the CRA disburse all amounts held by BONY in discretion and CRA shall be under no BONY, as Fiscal Agent, shall disbur account by BONY; provided howeve be disbursed to the CRA following Section 7. Amend Funding Loan Agreement Lender agree not to amend, Mortgage and Article 3 7.6, 7.7 and 7.9, 12.1 of Loan Agreement. C provisions described exercised reasonab Section parties ackno once the Fu Agreeme Funding Agree pron ho and 20 d Fixture benefit of ees to apply d payments or lawful power or and the restoration, rower fails to satisfy cable, Funding Lender ding Lender within ten intends to satisfy such notice from Funding Lender alicable, of the Mortgage. If, fail to so provide notice of its notice CRA fails to satisfy such tice from Funding Lender, Funding ds as permitted by the Mortgage. If s within such thirty (30) day period, the d for the repair and restoration of the event that Funding Lender does not apply he repair and restoration of the Project but ion of the Borrower Loan, CRA shall no longer nt and CRA may direct BONY as escrow agent to Escrow Account as directed by CRA in its sole igation to further fund the CRA Grant. In addition to the CRA any Urban League Proceeds held, in any that funds held in the Cash Collateral Account shall only payment in full of the Borrower Loan. 11 to Mortgage, Construction Funding Agreement, the d the Borrower Loan Agreement. Borrower and Funding thout the prior written consent of CRA, Sections 19 or 20 of the Article 5 of the Construction Funding Agreement, Sections 7.4, 7.5, Funding Loan Agreement and Sections 8.3 and 10.1 of the Borrower shall promptly respond to any request for consent to amendments to the ove, however any such consent shall be given in the discretion of CRA is . Excess Funds and Amendments to Funding Loan Agreement. The edge the Sections 7.4 and 7.7 of the Funding Loan Agreement and agree that ing Loan is repaid in full, amounts remaining on deposit under the Funding Loan and described in those Sections shall be applied as provided in those Sections. ender and Borrower agree not to amend the provisions of the Funding Loan nt referenced in this Section without the prior written consent of CRA. CRA shall ly respond to any request for consent to amendments to the provisions described above, ver any such consent shall be given in the discretion of CRA exercised reasonably. Funding Agreement 11 SUBSTITUTED Section 9. Plans and Specifications. Borrower and Funding Lender ac owledgc and agree that the Plans and Specifications approved by Funding Lender are identifieon Exhibit "E" attached hereto and made a part hereof. Section 10. Construction Consultant. In accordance with the term .f the Borrower Loan Agreement, the Funding Lender, at the cost and expense of Borrower, f. the benefit of the Funding Lender may retain a Construction Consultant, as defined in . e Borrower Loan Agreement, to monitor the progress of construction of the Project and ins -et the Improvements to confirm compliance with the terms of the Borrower Loan Agre; ent, the Construction Funding Agreement and this Agreement. The Funding Lender and Borrower acknowledge and agree that the CRA is entitled to utilize the services of the onstruction Consultant to monitor the progress of construction of the Project and inspect e Improvements to confirm compliance with the terms of the Grant Agreement and this ' greement at the sole cost and expense of the Borrower in accordance with disbursement , .nditions set forth in Exhibit D attached hereto. Section 11. Fund to be deposited into Cas ollateral Fund. Borrower, Funding Lender, Governmental Lender and the CRA acknowl; • ge that pursuant to Section 2.12 of the Borrower Loan Agreement S3,310,000.00 of the Urb League Proceeds are to be deposited into the Urban League Proceeds Fund and applied to th ash Collateral Fund as provided in Section 7.9 of the Funding Loan Agreement on or bef.. August 1, 2016. Applications for Payment which include funds that will be applied to e Cash Collateral Fund are to be specifically identified in each applicable Application '.r Payment and shall be funded by the CRA substantially in accordance with the schee attached hereto as Exhibit "F". Pursuant to the Funding Loan Agreement, all Cash Calla al Funds shall be applied to the outstanding principal balance of the Borrower Loan on or be . e the Conversion Date as defined in the Borrower Loan Agreement, Section 12. Constructi • Disbursement Agreement. Borrower, the Construction Contractor, and ALC Lending ee to execute the Construction Disbursement Agreement with the Title Company in the for . f Exhibit "G" attached hereto simultaneously with the execution of this Agreement. Section 13. C ge Orders. Borrower shall promptly provide the CRA with copies of all Change Orders, a defined in the Construction Funding Agreement, which have been approved by Fundin • ender. Section 1 Cost Breakdown. Governmental Lender, Funding Lender and Borrower acknowledge . , • agree that the Cost Breakdown, as defined in the Construction Funding Agreement, tch has been approved by Funding Lender, is attached hereto as Exhibit "H". Borrower c• enants and agrees to promptly provide the CRA, in writing, notice of any changes to the Cos : reakdown approved by Funding Lender. ection 15. Additional Covenants of Borrower. Borrower further covenants and agre- as follows: Funding Agreement 12 SUBSTITUTED (a) Borrower shall include in an Application for Payment a request to , sburse amounts to CRA, up to $75,000 in the aggregate, to reimburse CRA for costs d= ribed in Section 5.8(B) of the Development Agreement. (b) Borrower shall promptly notify CRA in the event that F nding Lender fails to advance funds when required under the Construction FundinAgreement, the Investor Limited Partner fails to make a capital contribution when quired under the Partnership Agreement, as it exists on the date hereof, or the Co ty fails to advance funds when required under the Surtax Loan Agreement. (c) Borrower shall promptly notify CRA in the ev- t that Borrower receives notice of the occurrence of a default or event of default un' the Construction Funding Agreement, the Borrower Loan Agreement, the ALC Loan greement or the Surtax Loan Agreement as a default or event of default is defined in e such agreement. (d) Borrower covenants and agrees that proceeds of the ALC Loan shall be used in compliance with the terms of the Develo ent Agreement. (e) CRA and its duly authorized : -nts and representatives shall have the right to enter upon the Property at all reas • . ble times and upon reasonable advance notice to inspect the Improvements and construction work to verify information disclosed or required pursuant to the De opment Agreement or this Agreement to the same extent Funding Lender and its re, sentatives are provided access. Any inspection or review of the Improvements by ' + a is solely to determine whether Borrower is properly discharging its obligations • CRA and may not be relied upon by Borrower or by any third party as a represent. • •n or warranty of compliance with this Agreement or any other agreement. CRA owe o duty of care to Borrower or any third party to protect against, or to inform Borrow ir any third party of, any negligent, faulty, inadequate or defective design or construe • n of the Improvements as determined by CRA. (f) Borrower covenants and agrees to provide CRA copies of all documentation provide by Borrower to Funding Lender pursuant to the Construction Funding Agreement the time such documentation is provided to Funding Lender. (g) B ower covenants and agrees to comply with the provisions of Section 3.3 of - Construction Funding Agreement to ensure that the Borrower Loan is "in balance" ' accordance with such section. Section 1 ' Loan In Balance Provisions. If the Funding Lender determines that the Borrower Lo. not "in balance" in accordance with Section 3.3 of the Construction Funding Agreement, Funding Lender will endeavor to give notice to the CRA. The CRA will not be obligated t. ake further advances until the Funding Lender notifies the CRA that the Borrower Loan is balance". The determination of whether or not the Borrower Loan is "in balance" shall be the sole and absolute discretion of the Funding Lender. The CRA, Urban League and ALC nding (the "Release Parties") each hereby releases, acquits, and forever discharges the Fun, g Lender and its agents, representatives, attorneys, parents, subsidiaries, related co .anies or entities, entities which they control, owners, directors, officers, employees, Funding Agreement 13 SUBSTITUTED partners, receivers, trustees, executors, administrators, successors, assigns, and any and persons, or entities acting by, through, under, or in concert with any of them, whether curre or former from any and all charges, claims, actions, causes of action, demands, com• ints, liabilities, obligations, promises, agreements, controversies, damages, suits, rights, cos osses, debts, or expenses of any kind and character whatsoever, whether known or unknown . uspected or unsuspected, fixed or contingent, which the Release Parties may have arising fro , sr growing out of any act or omission related in any way whatsoever to the determinati • by Funding Lender of whether or not the Borrower Loan is "in balance" or the failure to p ide any notice required under this Section 16. Borrower, the Urban League and ALC Le ng acknowledge and agree that the CRA will have no liability to any of them should the C' : not fund all or any portion of the CRA Grant or delay in funding all or any portion of the C Grant as a result of the CRA relying upon notice from the Funding Lender that the B • ower Loan is not "in balance" in accordance with Section 3.3 of the Construction Funding Bement. Section 17. Benefit to Borrower. Nothing in this • eement is intended for the benefit of Borrower. Section 18. Amendments to this Agreement. T Agreement may only be amended by a written instrument signed by each of the parties here Any waiver granted with regard to provisions or conditions of this Agreement shall be in iting and limited to matters expressly addressed in such waiver and shall not be construeas a waiver of any other provisions or conditions, nor shall a waiver of any such provision condition be construed to confer a right to subsequent waiver of the same provision or cond. ' . n. Section 19. Severability. If any • ovision of this Agreement is determined to be unenforceable for any reason, it shall be :justed rather than voided, to the greatest extent possible, to achieve the intent of the part' . All of the other provisions shall be deemed valid and enforceable to the greatest extent p • ible. Section 20. Governing . This Agreement shall be governed by the laws of the State of Florida without regard to • oice or conflict of law rules. Section 21. Succes upon and shall inure to th assigns. Funding Lende interests in the Loan Do s and Assigns. The terms of this Agreement shall be binding enefit of the parties hereto and their respective successors and grees to deliver a copy of this Agreement to any transferee of its ents. Section 22. Counterparts. This Agreement may be executed in counterparts, and each shall consti an original and all taken together shall constitute one agreement. Sectio ' 3. Notice. All notices, demands, designations, certificates, requests, offers, consents, a • ovals, appointments and other instruments given pursuant to this Agreement (collective called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized express ' ernight delivery service, (c) certified or registered mail, return receipt requested or (d) fac ile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) t ' next Business Day, if delivered by express overnight delivery service, (iii) if sent by ce v led or registered mail, the date on which the notice is received, as evidenced by the Funding Agreement 14 SUBSTITUTED executed return receipt, or, if delivery is refused, the date on which the delivery is refus or (iv) transmittal, if sent on a Business Day by facsimile and if sent by facsimile on a d. other than a Business Day, on the first Business Day following transmittal. Notices shall be rovided to the parties and addresses specified below: If to Funding Lender: And to: Prior to the Conversion Date, with a copy to: And a copy of any notices of default sent to: with a copy to: Citibank, N.A. 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Transaction Man - ment Group Deal ID No. 22690 Facsimile: (212) 723-82 Citibank, N.A. 325 East Hillcrest Dr -, Suite 160 Thousand Oaks, C. ornia 91360 Attention: Op :tons Manager/Asset Manager Deal ID No. 2 .'0 Facsimile: .05) 557-0924 Citibank, .A. 390 Gr. wich Street, 2nd Floor New . rk, New York 10013 Att; on: Account Specialist D .l ID # 22690 acsimile: (212) 723-8209 Citibank, N.A. 388 Greenwich Street New York, New York 10013 Attention: General Counsel's Office Deal ID No. 22690 Facsimile: (646) 291-5754 Holland & Knight LLP 1201 West Peachtree Street Suite 2000 Atlanta, GA 30309 Attention: Woodrow W. Vaughan III Facsimile: (404) 817-8574 If to : -mower or ALC Lending: 001111111.11.111111111111111111111111 3225 Aviation Avenue, Suite 602 Miami, Florida 33133 Attention: Matt Rieger Facsimile: (305) 856-1475 Funding Agreement 15 with a copy to; If to CRA: with a copy to: with a. syto: r 1110111111. 150 West FlagIer Street Suite 2200 Miami, FL 33130 Attention: Brian McDonough, E Facsimile: (305) 789-3395 and 600 Superior Avenue Suite 2300 Cleveland, Ohio 44 4 Attention: Presid and General Counsel SUBSTITUTED q. and: Applegate Thorne -Thomsen, P.C. 626 W. kson Blvd, Suite 400 ChicaIL 60661 Atteon: Bennett P. Applegate theast OvertownlPark West Community Redevelopment Agency 819 NW 2"d Avenue Third Floor Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Facsimile: (305) 679-6835 Holland & Knight, LLP 701 Brickell Avenue Suite 3000 Miami, FL 33131 Attention: William R. Bloom, Esq. Facsimile: (305) 789-7799 Fidelity National Title Group One Datran Center 9100 S. Dadeland Boulevard Suite 904 Miami, FL 33136 Attention: Silvia Machado Facsimile: (305) 265-7020 unding Agreement 16 If to Urban League: If to BONY: If to the Investor Limited Partner: or to such other address or such specify to the other parties in a n Agreement the giving of Notic time by the person or persons nding Agreement 11.111.111111111111.11110 SUBSTITUTED The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue Miami, FL 02048 Attention: Oliver Gross, Executive Direc Facsimile: (305) 696-9455 The Bank of New York Mellon Trust ' ompany, N.A. 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Miami -Dade HF Relationship Manager Telephone: (904) 645-1 Facsimile: (904) 645- '30 600 Superior Av Suite 2300 Cleveland, 0, • 44114 Attention: ' esident and General Counsel and: W, Jackson Blvd, Suite 400 hicago, IL 60661 Attention: Bennett P. Applegate er person as any party may from time to time hereafter e delivered in the manner provided above. Whenever in this s required, the giving thereof may be waived in writing at any itled to receive such Notice. [Remainder of page intentionally left blank] 17 SUBSTITUTED IN WITNESS WHEREOF, the parties have caused this Agreement to be execute effective as of the day and year first above written. LENDER: CITIBANK, N.A. a national banking ass • cation By: dinmsear F ding Agreement SUBSTITUTED CRA: SOUTHEAST OVERTOWNIPARK EST COMMUNITY REDEVELOPME AGENCY Attest: Approved as to form and correctness: unding Agreement S_2 Funding A cement BORROWER: a Florida limited partnership BPIMPRIMININffiWa a Florida limited liability comp Its: Managing General Partner S-3 SUBSTITUTED ai Funding Agreement SUBSTITUTED URBAN LEAGUE: THE URBAN LEAGUE OF GREATER MIAMI, INC. By Nam Title S-4 Funding Agreement 1111111111010.1.1111, Florida. limited Iiability company By: Name: Title:. S-5 SUBSTITUTED SUBSTITUTED Funding Agreement BONY: By Name Title S-6 SUBSTITUTED F dim: Agreement GOVERNMENTAL LENDER: S-7 SUBSTITUTED The undersigned is executing this Agreement as a passive investor in the Borrow and it shall have no liability whatsoever for the obligations of the Borrower hereunder or un• any of the Loan Documents. The undersigned will make capital contributions to the Borro r subject to all terms and conditions set forth in the Partnership Agreement. INVESTOR LIMI FED PARTNE By: By: ding Agreement S-7 y: Name: Title: SUBSTITUTED EXHIBIT A LEGAL DESCRIPTION A portion of Tract "10", of "TOWNPARK SUBDIVISION 4 U.R. PROJE► FLA R-10", according to the Plat thereof, as recorded in Plat Book 87, Page 52, of the ' blic Records of Miami -Dade County, Florida. Being more particularly described as follows: Commence at the Southeast corner of said Tract 10; thence North 03°21 line of said tract 10 for a distance of 690.69 feet to a point of curvatur left, concave to the Southwest; thence North, Northwesterly, and W curve, having for its elements a radius of 25.00 feet, through a ce arc distance of 38.23 feet to a point of tangency; thence South line of said Tract 10, for a distance of 158.27 feet to the hereinafter described parcel of land; thence continue Sou 242.15 feet to a point of curvature of a circular curve to th Westerly, Southwesterly, and Southerly along the arc radius of 25.00 feet, through a central angle of 90°35' point of tangency; thence South 01°34'19" East, distance of 463.76 feet; thence North 87°43'18" E Easement, for a distance of 105.35 feet; thence feet; thence North 89°46'38" East, for a distan a distance of 170.15 feet; thence South 89'59 02°05'25" West, fora distance of 79.08 fee ' West along the East f a circular curve to the terly along the arc of said al angle of 87°37'25" for an 01'35" West, along the North INT OF BEGINNING of the 9'01'35" West, for a distance of eft, concave to the Southeast; thence said curve, having for its elements a " for an arc distance of 39.53 feet to a ng the West line of said Tract 10, for a , along the North Iine of a 40.00 feet Utility orth 01°34'23" West, for a distance of 239.94 of 49.25 feet; thence North 00'35'33" West, for ' East, for a distance of 110.67 feet; thence North o the POINT OF BEGINNING. unding Agreement A-1 EXHIBIT B FORM OF ESCROW LETTER [DATE] The Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Miami Dade HFA Relationship Manager Dear Sir: Reference is made to that Funding Agreement ( 2015 (the "Funding Agreement") by and among Citib ("Funding Lender"), Southeast Overtown/Park Wes public agenc aody corporate created under a Florida limited partnership lam, Inc., a F orida non-profit corporation (" LLC, a Florida limited liability company ("AP Company, N.A. ("BONY') an Capitalized terms used herein and not Funding Agreement. An Application for Payme requested the disbursement of $ . Funding Lend Application for Payment in ac by Funding Lender from C the Approval Period. F held pursuant to the Escr Le SUBSTITUTED e Agreement") dated as of March , N.A., a national banking association ommunity Redevelopment Agency, a ction 163.356, Florida Statutes ("CRA"), Borrower"), The Urban League of Greater ban League"), Affordable Lending Company, --k of New York Mellon Trust "Investor Limited Partner"). d - ned herein shall have the meaning assigned in the was received from the Borrower on [DATE] which ds constituting ALC Loan proceeds in the amount of provided written notice to CRA of its approval of such rdance with the Funding Agreement. No response was received with respect to such Application for Payment prior to the end of ng Lender hereby directs Escrow Agent to transfer $ Agreement to the Urban League Account. Sincerely, CITIBANK, N.A. ending Agreement B-1 EXHIBIT C FORM OF WRITTEN REQUISITION (Project Fund) The Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway Jacksonville, Florida 32256 Date: No.: Account(s): SUBSTITUTED Re: $12,000,000 Housing Finance Authority of Mia • -Dade County (Florida) Multifamily Mortgage Revenue Not ' dated March 24, 2015 This requisition is being delivered to you in Agreement, dated as of March 1, 2015 (the "Funding Lo (the "Funding Lender"), the Housing Finance Autho "Governmental Lender") and The Bank of New York (the "Fiscal Agent") pursuant to which the abov Note") was issued. Capitalized terms not de thereto in the Funding Loan Agreement. 1. You are requested to subaccount(s) therein identified below in the amount(s), to the person(s) an and incorporated herein by referen and/or the subaccount(s) therein, aordance with the Funding Loan Agreement"), among Citibank, N.A. of Miami -Dade County (Florida) (the ellon Trust Company, N.A., as fiscal agent eferenced note (the "Governmental Lender ed herein shall have the meanings assigned d' • urse funds from the Project Fund and/or the rsuant to Section 7.6 of the Funding Loan Agreement or the purpose(s) set forth on Schedule I attached hereto Such disbursements are to be made from the Project Fund identified below, in the following amounts: PROJECT FU 's: $ BORROW' EQUITY ACCOUNT: $ CAP LIZED INTEREST ACCOUNT: $ AN LEAGUE PROCEEDS ACCOUNT: $ 2. e undersigned certifies that: (i) there has been received no notice (a) of any lien, right to lien or attachment on, or claim affecting the right of the payee to receive payment of, any of the moneys payable under such requisition to any of the persons, firms or corporations named therein, and (b) that any materials, supplies or equipment covered by such requisition are subject to any lien or security interest, or if any notice of any such lien, attachment, claim or SUBSTITUTED security interest has been received, such lien, attachment, claim or security intere as been released, discharged, insured or bonded over or will be released, discharged, " ured or bonded over upon payment of the requisition; (ii) this Requisition contains no items representing payment on a• ount of any percentage entitled to be retained at the date of the certificate; (iii) the obligation stated on this Requisition has been incu acquisition, construction or equipping of the Project, each item is a the Project Fund, and the obligation has not been the basis for a p been paid; d in or about the oper charge against r requisition that has (iv) this Requisition contains no items represent g any Closing Costs or any other amount constituting an issuance cost under Section 7(g) of the Code and payment of the costs referenced herein will not violate any repre tat€on, warranty or covenant of the Borrower in the Borrower Loan Agreement, the egulatory Agreement or the Tax Certificate; [Applies only to the Funding Loan Pro. eds] (v) not less than 95% of the sum : (a) the amounts requisitioned by this Requisition to be funded from the Project F : plus (b) all amounts previously disbursed from the Project Fund have been or will .e applied by the Borrower to pay Qualified Project Costs; [Applies only to the Fun • • g Loan Proceeds) (vi) the Borrower ackn• ledges that fees, charges or profits (including, without limitation, developer fee payable to the Borrower or a "related person" (within the meaning of Section 144(a)(3 . f the Code) are not deemed to be Qualified Project Costs; and [Applies only to the Fun. • g Loan Proceeds] (vii) as of the d e hereof, no event or condition has happened or is happening or exists that constitute- or that with notice or lapse of time or both, would constitute, an Event of Default er the Funding Loan Agreement or under the Borrower Loan Agreement. (The following p• agraph is to be included in any requisition from urban League Proceeds Account of the Project Fundj [I hereb ertify that: i. the funds representing Urban League Proceeds are being requisitioned hereby only for purposes permitted under Section 5.4 of the Development Agreement dated as of January 15, 2013, between the Borrower and the CRA, as amended (the "Development Agreement"). ii. Borrower is in compliance with the terms and provisions of the Development Agreement. 2 SUBSTITUTED All of the representations of Borrower in the Funding Agr: meet dated as of March I, 2015 (the "Funding Agreement") by and between z ower, the CRA, Funding Lender, Governmental Lender, Fiscal Agent, ffordable Lending Company, LLC, and RBC Tax Credit Equity Fund-83, L.P. e true and correct in all material respects. iv. The aggregate amount of Urban League Proces funded to date, including the amount included in this requisition, is 45°h or I, s than the aggregate amount funded, including the amounts included in this • uisition, by Funding Lender, the County and Borrower. v. Borrower is not in default under the ` ding Loan Agreement, the Construction Funding Agreement or the Borrow: oan Agreement. vi. The amount included in thi requisition includes $ which amount is to be transferred by cal Agent from the Urban League Proceeds Account to the Cash Collateral ccount. Dated: , 20 By: famommiamir=iiaiy Its: 3 By: IlMaVllilr■Ir By: Authorized Representative 4 SUBSTITUTED Approved by Funding Lender: SUBSTITUTED EXHIBIT D INFORMATION REQUIRED TO BE PROVIDED WITH EACH APPLICATION FOR PAYMENT OF ALC LOAN PRO ' EDS Applications for Payment requesting transfers of amounts represent g proceeds of the ALC Loan shall include the following: 1. A written itemized statement setting forth: (a) a description of the work performed, ma tal supplied andlor costs incurred or due for which disbursement is quested with respect to any line item shown in the Cost Breakdown luded in Exhibit B-I attached hereto (the "Cost Breakdown") (each a tem"); and (b) the total amount incurred, expende• and/or due for each requested item less prior disbursements; (c) the portion of the funds reque -d by the Application for Payment which constitutes a portion of th- ALC Loan and the portion of the funds requested by the Applicati ' for Payment which constitutes a portion of the Borrower Loan and . , er Borrower Moneys and a detailed statement as to costs to be paid o -imbursed with such amounts; and 2- With respect to each Ap amounts constituting a condition the disburse . t cation for Payment calling for the application of rtion of the ALC Loan, CRA shall have the right to upon CRA's receipt and approval of the following: (a) bills, invoic ., documents of title, vouchers, statements, payroll records, receipts any other documents evidencing the total amount expended, incurred r due for any requested items included in the Application for Payme (b) ce tcations of each of the architect, the contractor and the project i.pector of the percentage and/or stage of construction that has been ompleted and its conformance to the Plans and Specifications and governmental requirements based upon any such architect's, inspector's and contractor's periodic physical inspections of the Property and Improvements utilizing AIA G702 and G703; (c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights including lien waivers from the construction contractor and conditional lien waivers from all subcontractors included in the Application for Payment; nding A:reement D-1 SUBSTITUTED (d) unconditional lien waivers from all subcontractors, materialme and suppliers paid from the previous Application for Payment; evidence of compliance with the terms of the Development Ag , ment; a report of the Construction Consultant addressed to the ' • , showing that any goods, materials, supplies, fixtures or other wo in process for which Application for Payment is requested have bee ► ncorporated into the Improvements and confirming the percentage o ompletion and that the work done has been performed in a good orkman like manner pursuant to the Plans and Specifications consist- with what is reflected in the Application for Payment; update endorsement to the Title Policy in - ing the ALC Loan and the Borrower Loan showing no liens of record other than permitted encumbrances since the date of the Titl - olicy; the Application for Payment and . itemized requisition for payment of the items shown in the Cost Bre. wn; evidence of Borrower's use system acceptable to the disbursements to any co lien claimant; a lien release, joint check and voucher and Funding Lender for payments or etor, subcontractor, materialman, supplier or (j) a written release ex uted by any surety to whom Funding Lender has issued or will iss a set aside letter and/or any public entity or agency which is a bene. ►ary under any instrument of credit or standby letter of credit which L der has issued or will issue with respect to the Loan; (k) evidence process f the Im any goods, materials, supplies, fixtures or other work in which disbursement is requested have been incorporated into vements; (I) in event any Application for Payment includes the cost of materials s ed at a location other than the Property ("Offsite Materials"), such pplication for Payment shall include each of the following: (i) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility and have been appropriately marked to indicate Borrower's ownership thereof and Funding Lender's security interest therein; (ii) evidence that the Offsite Materials are insured as required by the Construction Funding Agreement; and (iii) evidence that the Funding Lender has approved such Offsite Materials, to the extent approval of the Funding Lender is required under the terms of the Construction Funding Agreement; (m) in the event that any Application for Payment includes the cost of materials stored on the Property ("Onsite Materials"), such Application for Funding Agreement D-2 (n) SUBSTITUTED Payment shall include each of the following: (i) evidence that the Onsit Materials have been purchased by Borrower; (ii) evidence that the Ons. Materials are insured as required under the Construction Fu g Agreement; and (iii) evidence that the Onsite Materials are storean area on the Property for which adequate security is provided aga t theft and vandalism; and evidence of the Borrower's compliance with the provisions • Articles 3, 4 and 5 of the Construction Funding Agreement. 3. Periodic Disbursement of Construction Costs Site Work Cos and Offsite Costs. As construction progresses, a portion of the Cost Breakdow shall be periodically disbursed to or for the benefit or account of the Borro for the Construction Costs, Site Work Costs and Offsite Costs items, subj to a ten percent (10%) holdback for retainage until the Improvements are 5 ,o complete, at which such time the ten percent (10%) amount shall be reduc . to zero percent (0%) (such amounts so retained being referred to as "Reta ge"). The Retainage shall be disbursed to or for the benefit or account of th- :orrower upon completion of the Improvements in accordance with the Plans . d Specifications, the Construction Contract, governmental requirements • ' . the conditions set forth in the Construction Funding Agreement. 4. CRA. Applications for Payment, i ding all required back-up materials, shall be provided to CRA at the foll. ing address in accordance with the notice provisions of Section 16 of this Bement: Southeast Overto F ark West Community Redevelopment Agency 819 NW 2°d Aven Third Floor Miami, FL 3 6 Attention: larence E. Woods, 1II Executive Director Facsim (305) 679-6835 W. copy to: olland & Knight, LLP 701 Brickell Avenue Suite 3000 Miami, FL 3313i Attention: William R. Bloom, Esq. Facsimile: (305) 789-7799 With a copy to: Fidelity National Title Group One Datran Center unding AQreemeni D-3 SUBSTITUTED 9100 S. Dadeland Boulevard Suite 904 Miami, FL 33136 Attention: Silvia Machado Facsimile: (305) 265-7020 undin : A • reement D-4 SUBSTITUTED EXHIBIT E DESCRIPTION OF APPROVED PLANS AND SPECIFICATIONS Funding Ac meut 10111111.111101111110 E-1 SUBSTITUTED The plans and specifications prepared byttliMISINSkilMatillifisal 2013, and last revised on August 11, 2014 as more particularly identified below OrlghnelWaw Latest Paige d Page Desertpdon Data Architecture& 400.0 Cover Sheet 7/8/2013 1' 013 7/8/20/3 /2014 7/8/2013 •/19/2014 7/8/2013 5/19/20 3 7/8/2013 5/19/2014 7 6/19/2014 8/19/2014 6/19/2014 13 5%19/2014 2013 5/19/2014 /8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/29/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014 7/8/201.3 5/19/2414 7/8/201.3 5/19/2014 7/8/2013 5/14/2014 7/8/2013 5/19/2014 7/8/20/3 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 5/29/2014 7/8/2013 5/19/2014 7/$/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 3/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7J8/2013 5/19/2014 7/8/2023 5/19/2014 7/8/2013 5/29/2014 7/8/2013 5/19/2014 7/8/201.3 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/201A 7/8/2013 6/19/2014 14 4th thru 6th Level Floor Plan Partial 3 7/8/2013 5/19/2014 4215 4t11thru 6th Laval Rear Plan Partial 7/4/2013 5/19/2014 43.0 B00% Elevation West View 7/8/2013 5/19/2014 43.1 Buff ding Elevation North West View 7/8/2013 5/19/2014 A3.2 BuEtddng Elevation North View 7/8/2013 5/19/2014 43.3 Building Elevation East View 7/8/2013 5/19/2014 400.1 Index of Drawings A0.0 Ste Plan and Site Retails AO4 1st Level Floor Pien 40.2 2nd Level Floor Plan A0.3 3rd Levet Floor Plan 40.4 4th On 8th lyploal Leval Floor Plan AO.5 Root Level Floor Flan A0.8 Roof Level Floor Plan 41.0 1st Level Wan Partial A A1.1 Sat Level Plan Partial B 41.2 2nd Leyte Plan Partial A 41.3 2nd Level Plan Pats! 8 A1,4 3rd Level Plan PartialA 41.5 Srd Level Plan Partial B Ale 4th Level Plan Partial A 41.7 4th Level Plan Partied 8 ALB 5th Level Plan Partial A A1.9 551level Plan Partial 8 41-10 8th Level Plan Partial A A131 8th Level Plan Partfai B 4112 Main Roof Level Par1Iel A ALi3 Main Roof Lave{ Partial B A1.14 Upper Root Laval Partial 4115 Upper Roof Leval Pa 42.0 Sat Leval Floor Plan - •al 1 421 1st Level Floor P : al 2 42.2 1st Leval Floor - = Partial 3 A2.3 1st Level Floor = n PsKlet 4 A2.4 2nd Level R • Plan Partial i 42.5 2nd Level : • • r Plan Partial 2 A2.8 2nd oor Plan Partial 3 42.7 2nd = Floor Plan Partial 4 42.8 3rd Floor Plan Partial 1 42.9 3 • =vei Floor Plan Partial 2 4240 - • Level Roor Pien Partial 3 42.11 =rd Level Floor Plan Partial 4 4th thru 8th Level Roar Plan Parteld 1 4th thtu 6th Level Flow Plan Partial 2 7/8/ 7/8/ 7J: 7• SUBSTITUTED Pete Page Desoaptlan A3.4 Building Elevations South View A4.0 Building Sections A4.1 Building Sections A4.2 Wall sections A4.2 Wag Sections A4.4 PardelRoo/Section A5.0 tat Level RCP A5.1 2nd Level RCP A5.2 3rd Level RCP A5.3 ryploal4th thru 6th Level RCP AS.0 pea Schedule & Notes A81 Window Notes Types & Details A8.2 Room Finish Schedule & Literior Notes A8.3 We117ypes A7.0 Stair Details & Notes A7.1 Stair Sections A7.2 Stair Sections A7.8 Murex' Plan & Sections A7.4 Trash Chute Flan & Sections A8.0 Detailb A8.1 Details 18.2 Roof Dotal% A8.9 DataHs A8.4 RCP Dees A9.0 ADA Requirements A9.1 ADA Requirements A9.2 UnaA Pion& interior Et A9.3 Wit 8 Plan & Mistier A9.4 Una C Plan & interior : • errs A9.5 Una A UFAS Plan & .. = dor Elevations A9.6 Unit B VMS Pia Interior Elevations A9.7 Unit C VMS & Merle; Elevations L9.4 Ufe Safety :: Notes & Legends tS.1 Life round Level Plan 19.2 Life Set grid thru ett Leval Pion structurat 80.0 .3 .:: Notes 7/8/2013 10/1/2013 501 • Undation Plan 7/8/2013 5/19/2014 SO2 Leval Flaming Plan 7/8/2013 5/19/2014 SD 31d.6 h Level Framing Plan 7/8/2013 5/19/2014 SRoof Framing Plan 7/8/2013 10/1/2013 0 Wall Sections 7/8/2013 5/18/2014 .1 Stab Section 7/8/2013 10/1/2013 S2.2 Banter & Root Wall Sections 7/8/2013 10/1/2013 S2.3 Balcony Wett Sections 7/8/2013 10/1/2013 S3.0 Schedules &'typical Datafls 7/8/2013 10/1/2013 83.1 Schedules &Typical Details 7/8/2013 10/1/201,3 54.0 West & North Elevations Wind Pressures 7/8/2013 5/19/2014 Origami Draw Latest Date Date 7/8/2013 5/18/ 7/8,/2013 5/28 '+14 7/8/2013 5/ 014 7/8/2013 5 4/2014 7/8/2013 19/2014 7/8/2013 10/1/2013 7/8/2013 5/19/2014 7/81/2013 5/19/2014 7 = • 5/19/2014 7/8/ • . 5/18/2014 7/8/ ' 5/19/2014 7/ '13 5/19/2014 10/1/2013 /8/2013 5/19/201.4 7/8/2013 10/1/20/3 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2013 7/8/2013 10/1/2023 7/8/2013 5/18/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 10/1/2013 7/8/2013 5/19/201.4 7/8/2033 5/19/2014 SUBSTITUTED Original Dmw Latest R pig fisgaDeserlaticn Date Date 54.1 South & East Elevations W7nd Pressures 7/8/2013 5 34.2 Roofing Uplift 7/8/2013 Afeohenioak Mt/ 1st Level Poor Ran 7/6/2013 5/18/2013 M1.2 2nd Level Roor Plan 7/8/2013 5/16/2014 M1S 3rd Level Roor Plan 7/8/2013 5/16/2014 M1.9,1 4th thru 6th Level Floor Pain 7/8/20 5/16/2014 ML4 6th Level FloorPian 7 :. .• 5/18/201.4 M1.8 Roof Level Plan 7/8/ ' 5/16/2014 M2.1 lyploaa Unit Roor Ran 7 - ' 5/16/2014 142.2 Typical floor Plan ' 13 5/18/2014 M3.1 Schedules /8/2013 5/16/2014 M4.1. Risers 7/8/2013 1/15/.20±4 M5.1 Details 7/8/2013 10/1/2013 M8.2 Details 7/8/2013 10/1/2013 Plumbing P0.1 Site Plan 7/8/2013 1/27/2014 P1.1 1st Level Roar Plan 7/8/2013 6/16/2014 P12 2nd Level Roor Pion 7/8/2013 5/16/2014 Pia 3rd Level Roor Plan 7/8/2013 5/18/2014 P1.3,1 41h thru 6th Level Roor Plan 7/8/2013 5/16/2014 P1.4 Roof Level floor Plan 7/8/2013 10/1/2014 P2.1 Typical Units Enlarged floor 7/8/2013 5/18/2014 P2.2 Typical Unit Enlarged flo • Ian 7/8/2013 6/16/2014 P3.1 typical Unt wets .:. os & Risers 7/8/2013 5/16/2014 P3.2 water Piping Distrib • tsometris 7/8/2013 1/27/2014 P3.3 Sanitaru Stack Pl' , . tcs 7/8/2013 6/18/2014 P3.4 Sanitary Piping Co' :. • n Isometrics 7/8/2013 5/18/2014 P3.5 Swart Drainage n Isometric 7/E/2013 1/27/2014 P4..1 Notes Details & Legends 7/8/2013 5/18/2014 laxly oat 50.1 Stte Pi 7/8/2013 12/18/2013 E1,1 1st Roor Plan 7/8/2013 5/18/2014 E1.2 2 .., Plan 7/8/2013 1/18/2014 E1.21 Floor Plan 7/8/2013 1/15/2014 Pt 29 + thru 6th Level Plan 7/8/2013 1/15/2014 E1.3 Level Roar Plan 7/8/2013 1.2/12/2013 'Typical Unit Enlarged floor Ptan 7/8/2013 5/18/2014 'Typical Unit Enlarged Roor Plan 7/8/2013 6/16/2014 EtacMcal Panels 7/5/2013 12/12/2013 1 Electrical Panels & Lighting Fixture Schedules 7/8/2013 12/12/2013 E4.0 Eleeutcal Riser l3lagram 7/8/2013 1.2/12/2013 E4.1 Teiephone Riser Diagram 7/8/2013 12/12/2013 E4.2 Cable TV Riser Diagram 7/8/2013 12/12/2013 Fire Proceedors SUBSTITUTED OVaal Draw Page # Page DescrtpOen Dime FPOA She Plan Flte Protection 7/8/2013 1/2013 FP1.1 Pat Level Plan T/8/2013 16/2014 FP1.2 2nd Level Pion T/8/2013 6/16/2014 FP1.2.1 3rd Lave! Plan 7/8/2015 5/18/2014 PP3.2.2 4th ttuu Sth Lavei Plan T/8/2013 6/18/2014 FP1.3 Roof Level Plan 7/6/20 10/1/2013 FP2.1 Typical Unit Plans 7/8/ ' 5/16/2014 f'2.2 Typical Unit Plan 7/8/ 5/18/201A FP3,1 Fire Pump Room & Risers 7/ : 013 1/16/2014 avie No Pg 8 Cover Sheet -/20/2014 CS-1 Paving & Drainage Pian 10/1/2013 5/15/2014 PD-1 Paving & Drainage Ran 10/1/2013 3/20/2014 P0.2 Paving & Drainage Details 10/1/2013 P03 SSgnage & Pavement Markings 10/1/2013 5/15/2014 PtvI-1 Water & Salver Notes 10/1/2013 3/20/2014 INS-1 Water &Sewer Plan 10/1/2013 5/15/2014 WS-2 Stomtwater Pollution Prevention Plan 10/1/2013 SWPR-1 NPDES Notas 10/1/2013 SWPP-2 Erosion Control Details 10/1/2013 SWPP-3 Erosion Control Details 10/1/2013 landarepfrsp LA1-01 Existing Tree Disposition LA1-02 Planting Plan LA143 Landscape Specs & ' dog Details 9/26/2013 2/28/2014 9/26/2013 5/14MA 9/26/2013 2/23/2014 Request for Information >._ Status 1) C8.01- Plum • , . Fexures Open 2) 0802-Wall •.: Margo Won; Closed 31 C8-03. layouts Closed SUBSTITUTED Exhibit F Estimated Funding of Cash Collateral Account t? .1E 'A:*,.;:t.7:a -; r.0::r:Aifiy='16 !St..< ..ilttn 15 , . !.16 6-•..... fWfh15: tir + .SBp"1tItiTAL'' ,` 'EST MATED Cash Collateral Deposit j • 702,341 497,949 1,155,282 953,9 80,478 3,400,000 The estimated deposits are equivalent to the projected hard cost re isition each month. All deposits are estimates and may vary during construction. SUBSTITUTED EXHIBIT G FORM OF CONSTRUCTION DISBURSING AG Funding Agreement Q-1 SUBSTITUTED CONSTRUCTION LOAN SERVICES AGREEMENT Commitment No. Policy No. Escrow No. Date March , 20I5 ARTICLE I PARTIES AND ADDRESSES AND' ,LEPHONES 1.01 FIDELITY NATIONAL TITLE INSU" , .'CE COMPANY (hereinafter referred as to FNTIC) 9100 Dadcland Blvd Suite 904 Miami, Florida 33156 Phone: 305-779-4402 Ext. 30 Fax: 305-265-7020 1.02/11111/101/1111. 3225 Aviation Ave e, Suite 602 Miami, FL 3313 Attention: Ma w Rieger Phone: Fax: a $` - i `7 S� 1.03 51 Blount Round ompano Beach, FL 33069 Attention: Phone: Fax: 1.04 LENDER: 3225 Aviation Avenue, Suite SUBSTITUTED Miami, FL 33133 Attention: Mathew Rieger Phone: Fax: -AND- Southeast OvertownfPark West Community Redevelopmen gency c/o Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 Attention: William R. Bloom, Esq. Phone: 305-789-7712 Fax: 305-789-7799 1.05 The land on which the proposed construon is to be placed and which is described in the title insurance commitment and policy erred to above is legally described in Exhibit (A) attached hereto if not set forth below. ARTICL PURP' E 2.01 FIDELITY NATIONAL TIT INSURANCE COMPANY, hereinafter referred to as FNTIC, in consideration of the issu• of an ALTA Loan Policy No. insuring the lien of a construction mortga' on the property legally described in Exhibit A in the amount of $7,500,000.00 and the pay t to it of a service charge of $450.00 per draw, does hereby agree with Southeast Overtown/Park est Community Redevelopment - --- -• ti OWER") . - "GENERAL CONTRACTOR") that it or the LENDER wil Funding Requisitions (h set forth in the Proje conditions set forth only upon the con recording of a (Chapter 713) , the "LENDER") and , (the isburse the proceeds of the Construction Loan through Construction inafter referred to as "Requisition") in accordance with the amounts Disbursement Schedule (Exhibit B) and pursuant to the terms and the Payment Schedule (Exhibit C). FNTIC will execute this Agreement on that the construction mortgage to the Lender will be recorded prior to the ce of Commencement pursuant to Florida Statutes on Constructions Liens, ARTICLE III PROVISIONS 01 FNTIC has the right, but not the obligation, and solely for its own protection, to m such inspections of the project as it deems advisable, Lender, Borrower and General C . tractor (hereinafter referred to as G.C.), acknowledge that they do not and shall not rely upon y inspections which FNTIC may make pursuant thereto. Owner and G.C. agree that to acilitate said inspections they will freely disclose all aspects of any work, labor or materials 2 SUBSTITUTED furnished at the request of FNTIC, including, without limitations, presenting all drawin, work orders, reports and accounting records. ARTICLE IV GENERAL PROVISIONS 4.01 In its capacity under this Agreement, FNTIC shall be re .risible only for compliance with the duties imposed upon it hereunder. FNTIC is not re, • ed to obtain any statements from any party disclosing the subcontractors or material sup+ ers except those that are required in paragraph A 2, A3, BI, and B2, of the Payment System hedule. It may satisfy its obligation hereunder as to any lien for labor or materials for whic may be liable due to its failure to follow the instruction herein by either bonding off the cla' of lien in accordance with Ch. 713.24 of the Florida Statutes, or issuing an endorsement to oan Policy insuring against the attempted enforcement of said lien. FNTIC shall have no responsibility: a) to inspect th; onstruction site; b) to see that the improvements are constructed in accordance with pl - s and specifications, or that said improvements will be completed or that sufficient ' ds are available for completion; c) resulting from its complying with any and all leg: process, writs, orders, judgements and decrees of any court or governmental authority, w er issued with or without jurisdiction and whether or not subsequently vacated, modified, aside or reversed; d) for claims of liens or claims of construction liens by contractors, su • •ntractors or materialmen or any other persons not disclosed by the Contractor's State t or Requisitions or Owner's Statement or Requisitions, referred to in this Agreement; , for claims which may be founded upon Waivers of Lien and/or paid invoices presented to - which have been forged or otherwise wrongfully procured, or where such document was ecuted by a person lacking authority to execute same (except where this Agreement would . uire that FNTIC disburse directly to the parties named in the Contractor's Statement or Requi - tons, referred to in this Agreement); f) to the Borrower and Lender for any claims that the di • . sement made under this Agreement may (i) not constitute proper payments as same may .e required under the provisions of the Florida Statutes on Construction Liens (Chapter 3); or (if) not comply with any of the provisions of the Lender responsibility for constructi. loans (F.S. 713.3471). 4.02 Lender t ees that all the title insurance coverage, including that against construction and mate ;Imen's liens, is afforded to the Lender only by the aforementioned Loan Policy with subsequ t endorsements and that no insurance is afforded by this Agreement. 4.03 relationship, relationship parties agree that this Agreement does not create a partnership, a trust ncy relationship, a third party beneficiary relationship, or any other legal er than that of independent contracting parties. 4 Proceeds of the loan shall be funded as allocated and agreed herewith by Borro and Lender, as shown in Project Disbursement Schedule, Exhibit B. Should a Req ' . ition as submitted by Borrower reflect increases or changes in the costs of construction as sp ' fically allocated in previously submitted Requisitions, FNTIC shall have no liability to ower, G.C. or Lender or any other person for any consequences resulting there from eluding but not limited to liability under F.S. 713.3471. FNTIC shall further have the right to SUBSTITUTED rely on the Requisitions and affidavits of Borrower and G.C. as to the identities o :I1 parties furnishing labor,materials or services to the project and FNTIC shall not have • liability to Borrower, G.C. or Lender for any consequences resulting from any errors or o .lions in said disclosures of identities. 4.05 If written statements are furnished to FNTIC that funds availaare not sufficient to complete construction, FNTIC shall not be obligated to continue disbu g funds hereunder until necessary funds are deposited with or committed to FNTIC by the . orrower or Lender or until FNTIC is directed in writing by the Borrower and Lender to • ..urse only a stipulated portion of the funds requested on subsequent Contractor's Statements 4.06 The Borrower and G.C. covenant and agree to • omptly secure the necessary recordable Lien release or transfer any construction lien filed . the property to surety or cash bond as further provided by Section 713.24 of the Florida Sta es as same relates to construction lien, time being of the essence in this Agreement. 4.07 FNTIC shall not disburse any funds here der until a "Notice of Commencement" has been recorded pursuant to Chapter 713.13 of lorida Statutes, certified copy of such Notice has been posted on the construction premis and an Affidavit of such posting has been furnished to FNTIC. Fidelity National Title Insur ce Company shall be named on such Notice of Commencement to receive a copy of Notices . Owner as provided in Sections 713.06 (2) (b) and Section 713.13 (1) (f and g) of the Florid . tatutes. The Notice of Commencement must be recorded after the recording of the mortgage ' sured in the Loan Policy. 4.08 FNTIC may desire to i ire and communicate directly with various parties named in the Borrower's or G.C.'s Sta ent or who give Notice to Owner. Borrower and G.C. do hereby authorize FNTIC to m. such inquiries and authorize those parties to furnish the information requested to FNTIC. 4.09 In consideratio .f, among other things, FNTIC's entering into this Agreement, G.C. indemnifies and saves r +TIC harmless from any and all Iosses, costs, damages, expenses and liabilities, including a • ey's fees, which FNTIC may incur under said Loan Policy and the endorsements thereto or der this Agreement, arising from any mechanic's and materiatmen's lien(s) for labor, mate .1 or services pursuant to Contractor's Constriction Agreements with Borrower or from an-rroneous information which G.C. or any person claiming by, through or under him, may p ided FNTIC, or from the breach of any warranty or covenant made by Contractor to FN In ad • on, in consideration of, among other things, FNTIC's entering into this Agreement, 4 wner indemnifies and saves FNTIC harmless from any and all losses, costs damages, penses and liabilities, including attorney's fees, which FNTIC may incur under said Loan P• y and the endorsements thereto or under this Agreement, arising from any mechanic's and m• erialmen's lien(s) for labor, material or services or from the breach of any warranty or cov . t made to FNTIC by Borrower, or any person claiming by, through or under him. 4.10 Borrower warrants to FNTIC that the funds for disbursement set forth in this greement are as of the date heretofore, ample to complete the project. G.C. warranties to SUBSTITUTED FNTIC that the amount of his contract with Borrower is sufficient to complet contemplated therein. While FNTIC has no liability for sufficiency of funds to project, it is, owing to increased likelihood of litigation, unwilling to enter into where the funds are inadequate to complete construction. Toward this end, warranties in this section. e work mplete the Agreement requires the 4.11 FNTIC will not be liable for loss or impairment of any .s which are in the course of collection or on deposit with any bank due to bank failure, insol ncy or suspension. 4.12 FNTIC shall have no responsibility to determine comp ce with F.S. 713.347 as that is the responsibility of the Borrower and Lender. 4.13 Nothing contained in this Agreement shall in y way limit or diminish the obligations of the Borrower or G.C. nor the rights of the L +er as may be contained in any Construction Loan Agreement between said parties. TIC has no responsibility for determining whether Borrower or G.C. is in compliance i the terms of any Agreement with the Lender nor shall FNTIC be responsible for failure .f either party to perform under such Agreement. The funding of any loan proceeds to FN r shall be deemed Lender's direction to FNTIC to disburse. ARTI V EX :ITS 5.01 The following exhibits are a hed hereto and made part hereof: A, B, C, D, E, F, G, DATE: THIS DAY OF MA : H, 2015. BORROWER: BY: GENERAL C ' TRACTOR: BY: L ' DER: 5 BY: -AND- Southeast Overt n/Par c West munity Redevelopment Agency BY: BY: 6 SUBSTITUTED SUBSTITUTED EXHIBIT A LEGAL DESCRIPTION OF PROJECT z a LEGAL DESCRIPTION: A portion of Tract '10% of 'TOi PARR SUEWNISION 4 U.R. PROJECT occordbsg to the Plot thereof, as recorded In not Book 07, Page 52. Records of lemni-Dole County. F1c 1d . More particularly described Continence at the Southeast comer of sold Thaot 10;• thence NO3 along the East line of said Traot 10 for o dlstonoe of 600.69 fa curvature of o clrou er curve to the Lett concave to rho South Northwesterly, and Westerly along the m+o of odd anlrlt, ha* roars of =00 feet through o. ceairoi angleof 07deg37m &stance of 38.23 feet to a t of tangen . thence S88 1110 North tine of said Watt 10. for a distance of 168.27 BECd)Bi1N0 of the hereinafter described parcel of lentil Stl9dogOtmbsJ5aecil6 for c dlotanco of 242.15 feet to a *War curve to thaleft, concave to the Southeast and Soothe:1y along the Oro of said .cum?, haring for feet, through o central angle of 90deg35min544ec t to 'o po5st of tangelos. thence. SOldeglienhs16aac Tract .10, tar o distance of 483.7E feet thence t.tno .of a 40.00 feet Utility Eceetnent. for a N01dep54m1n2JeeeW. for a detoncs of 239.94 a distance of 48.25 feet? thence N00deg35rn thence Stiedegggggmtn43seoE. for o distance NO2dsg05inin28sacW, for o distance cf 79 Contotnhsg 72,498.20 Sep ore Feet or.1 MIT GE ORME ltWT GF 1189916 KO Cr tidbit - - ill XXIR SUE SUBSTITUTED the *10wB: t mtn0aeeoW. 0 o point of ti thence North, Ito vitanente e far ex arc O1ratn38secW, along t to the POINT OF continue t of curvature of a co Westerly. Sootherseior1y &moats o rod1ie of 25, an aro distance at 39.53 foot along the Weet Una of Bold deg43anh►18eesE, Giant; the North ce o 10515 feat; thence thence ttZgdogee i 1n3theetE, for ooW, far a distance of 170.15 foot 110.87 feet thence feet to the POINT OF BEGINNING. ores more or lase. CULMER CENTER 1600 NW 3rd AVE-PARCEL A FORAARAS1BOS&MCY,INC. aso fist g(9►MME im ROM lot 1`ir (:c �.t i li?fitir —!i•r ION .,.: ,: c e, r e- LO. +ooroi aa�,n ,ass * egit c a .® F • SITE LOCATION Ar` 1liliYi seta woad SUBSTITUTED LOCA ON MAP A PORTION OF SECTION 8Br NM. >f�4AR1UA '' RANGE 41 EST. To 8Q1I8) SURVEYOR'S NO 1 —hie . fat o 6asr fary a CRAPHtC tilliCi8)14 of the'desaiption shown hue= 23 —Not .valid without the signs • d the atglnal raised sect of o Florida Voanaed Sane and Mapper. 'Additions or date to survey mops or reports by other than -the elggctny A party or parties Is prtblb without Wrttten consent of the eigntng party ar parties. 63) Thera atmy be additional R. • alien . •ehaen on Strobel' de tee that may be fownd if • bn. 8re. Pdbila . of : Col, lion of ABS1RACT•oF 1IILE will be mode to determine record bre Noq�n pry 1') "-North arrow direction beading ahoyima hereon ab gad Ii*esumnd. value of pt40f^.i4't9".1tr Mang- centerlinep�o�f -pN. Wtn'�4 t Av�eri a as shown on the reoon:led. 16) -I eriat8 tdr ieg .::. - `l rout herein Is 6baed oa the Lamination Provided by MT bent. 8 -Ho "tea tesamsb perfcrmad to determine If there ere ahoy anted udeting or artalpg out of the creation .. easements, RIIIht of Ways. Porte, Oestriptione, or any other type of enhxtmbrances the herein dimwitted legal ,moy be utPires for. 1 SURVEY • 8 CERTIFICATE: f Hereby Card the best of my Wrot01 enti. initial that We drorbhg to a We and arrest Apnoea of the SCUM AND'1,E4AL DESINMON of the re& property described harem. 1-farther - • ty tot tads sketch was prepared In accordance with the appUoablo prmiafass of +- chapter : -6. Florida Administrative Coda. Ford, : nncntoros dti'dlanetcy, Irso. Ober e, 2005. rido. fibgtetrattsn une CULMER CENTER 1600N!N 3rd AVE-PARCEL A FORD, MOWS UAW, in. FFSI16) GUM X 4784055 _.,— SUBSTITUTED EXHIBIT B PROJECT DISBURSEMENT SCHEDULE a31ot1o04aol w..a+rl.tr.w�s4 ! _ Oa m rs la31p$M$ 4.. 1 1,13Ant0465l .mr r... �..r s kla5,1»031 Aso 5�.._,.•. y35,t1ZQ. _.._..._..j_ ...._.._ ._. ..eirtomv,•lcm want. pnm 5 Obl.fe,cml �14 wrr6r.. s ) Faaos40.0s..1 t .t.u.ham l...ar«, 02 I..1w-brY _ •.••___.......,.-.. 1 s 311,858.00 e. 6.6r.Y6 5 43,75000 !L M1°o Alw+srM�y'• YatAly trOao.r.Ito bog If UAL 640.1 • 1 .._„a.. A' L� L 1laao Immo 44917 CO oAss o0 .�w.w.rwr.i....t rt•rr i 5 .•••a+.1o.. S Orooiko aew.i..p. s...s..n ; 5 s=EC ...a crew.., re. f i 3544/.01144 [-t..w S Inge® ..rasa 5 la' ,....w.ew>rM.. 3173.c0I `.ws.6 5 414a107 r.. 0.010..or..kn..». $ a7.74505 epet r_.r R S 151m0a+ .t, o.w.+.m,..w...rs1r 5 10415600. ..s. 16,06 ...fnny $ S,Uri0_3-1 ....ks wem1 $ a3$3a¢m Mr.#a gym, {arago ICA 6.e. au ...ws. m.14.r.. 1 S 150.,,.ro a:..a..�... - 1 .00 c." £ 7.984.00 .. 1 11(900 o1.+. .r S kmico� r• ro way SUBSTITUTED n. „, 41.i w. MNM4 a. �Y W..%1S M'MM $ --- ; s .Z . ►,SS..34117 3 . i f ,t r �S�' £.�..-. • S 31b1a.0e, is .. scam 1 . 1 . (S - . 15 s • 1.511.1184Ef 5�m71I.a> : 1. 1 55• # g5. 3 S x s ' MTS s 1 ' . sue, a {i;� `° r:t • .Ei 1 S - $ 31,14,s.743.w $ 373400.0U 1 6w,c0a00 5 688,182.00 4 24to4c4 1 "1N,iia05 141113.09 5• g £rr ,. tt }M °? Z M rei S MrY a . _ = a .. vT ...e Ell ��iiaia.irCs:. a�4a3i.G8� .4:152'r. .i�l�}rS`�°�.Y+'4+y _ate: _a 1-.1 i:::_. 1.1°.`T-..:b3 1+'+aK`}^.N�.•'�!,"'�1 1 1 5 1 5 $ S Egg:egaA 1 1 $ t 1 , i 5 $ 1 1 5 i 5 1 MUM ]4 Isom 13.1010e zsnn _ 3 V.S . s is 501.aE? .,... �" .... " s MO :�- 'f 1 - 17003 . 7 1AI1g15 1 VI" s. 7.56.03 s _. S Mcu:7s 100 s keel CO �w �YS g�yp. it • MARI:A 41.7f410 LISW 11A1951 S,i175a $04302 11 Y2.7111.01 117704A7 r r -; 7 16151 5 - ft 345.71 S 3 S1,04191 •7yf._61t4S-} _F 11,301.50 6.+ 40 - l SRRl15S „• 4,15754 I. . - % s SpuAS0 , ry moo. • S 5 are $ 67,155m • -: L 11gi1rxf VA 3, 3 1 5 • - 3 _ 1 .. ar .4 *1.`,472; .ai•t.€ t'3Yl'. . i... Q- i i $1:'O'�. .2• - .0 .7 �--^• •'-1. 1 5 01,7I340 1691040 1.666.60 .7s14tn - I110J. r . 3 . 3 . • : 1 ...aE App.' 5 f $ S S nCOMM 5 YSA9o3E 4 17ii}oaem . S 13.155,09 1_ ! '5! S 018115 S 21aaosl 5 7.10an01 3 1150e_ s 115Aeaee:. _ s $ 40 3.. i Its 754i1 5 1 54,0 ` .sd,'"p,. " _ ; . ,,i.:.... .aa' ,;..?”::., +1 a;15am 45,186.01 1*5533. a ONUS 51125 sussed 333 Millie a200.00 VOW ------b+a.54.W _ .1 331160D' ' i se >b s . _i. __sr)5 3 4134e. 4 tWIO� xsoite. -, S. sA0000 $ 535A0 43,- MA $ 1911315. 74LM51s 415.0044 $ Ki -L, �..,� 1 44flpaq$ $ 24300.01‘ 3 .no.> SSA$ UAW moo 3$" - 3 r S 1 6.. .14 ... S. a•�.. 1:14„`' iaiRi le.43 r#a7t.'sw 2a 7. `a7,c'4,.- •`m".'. • Fr"' 1 $ s..i-.. `: 4 75'030031 1 F 1511720E } 5 6'30.cC61'0 )1 p1,)71t0 SUBSTITUTED .m ) rib 227.)7 SUBSTITUTED EXHIBIT C PAYMENT SYSTEM SCHEDULE FNTIC or the LENDER is authorized to make disbursements of the 1, = as described in Exhibit B, in the arnount shown on the various requisitions described below .y making payments as the lender deems necessary directly of the amount set forth in the r- isition under the terms and conditions described herein. All disbursements shall be initiate .y the G.C. by completion of the requisition, a copy of which is attached as Exhibit E. The equisition shall be submitted to the Borrower for approval. The Borrower then shall submi 'ne approved copy to the Lender and to FNTIC. Prior to the actual disbursement of funds, pursuant to th. agreement, FNTIC will make a record title search. If any intervening recorded instruments ppear of record FNTIC will advise the Lender of same. NO Disbursements will be made u the matter is removed from the record or until FNTIC shall have received from the Lender tten approval to disburse and to reflect the instrument or instruments in the endorsement to b - issued. After each disbursement of funds, pursuant this agreement, FNTIC will issue its standard endorsement to said Loan Policy, which e orsement shall be in the form attached hereto as Exhibit D. PRIOR TO ANY DISBURSEMENT B FNTIC or LENDER, FNTIC SHALL BE PROVIDED BY THE BORROWER AND/OR s NERAL CONTRACTOR WITH THE FOLLOWING ITEMS. A. For the First Requisition 1. A Properly pleted and executed Requisition, approved by Borrower. (Exhibit E) 2. Should t requisition fail to list names of all sub -contractors and material supplier . Sworn Statement from the G.C. (Exhibit G) setting forth a. All parties that the G.C. has or will have direct contracts with for furnishing labor, material or service to the project and The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06, and copies of said Notices. A Sworn Statement from the Borrower (Exhibit F) setting forth a. All parties that the Borrower has or will have direct contracts with for furnishing labor, material or services to the project and b. The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713.06 and copies of said Notices. SUBSTITUTED 4. The General Contractor's Partial Waiver of Lien for the full : , ount of the current payment request. 5. if direct disbursement is required by Lender to the partie isclosed on Exhibits E, F & G as being entitled to receive payment from the ' Trent requisition a sworn written statement from the G.C. must be furnished diosing all parties to be paid from the requested payment showing the item of wperformed and the amount to be paid. Direct disbursements will be underta n only upon written direction to do so from the Lender. If this option is e1 ted by the Lender as aforesaid FNTIC is to receive the Waivers of Lien desc ed in B4 below, directly from the parties receiving payment at the time of maki payment. 6. Verifications of Notice of Commencemen .s required in Section 4.07. For all Requisitions Including the Final Requi on 1. A properly completed and exeeu t Requisition, approved by the Borrower. (Exhibit E) 2. Should the requisition fail t• ist names of all sub -contractors and material suppliers, a Sworn Statement am the G.C. setting forth a. All parties that t G.C. has or will have direct contracts with for furnishing labor aterial or services to the project, not previously set forth in previo equisitions. b. The names • all parties who have furnished Notice to Owner pursuant to Florida St to 713.06, not previously set forth in previous requisition, and copies of .id Notices. (Exhibit G) 3. A Sworn Stat ent from the Borrower (Exhibit F) setting forth a. Al •artier that the Borrower has or will have direct contracts with for ishing labor, material or services to the project, not previously set rth in previous requisitions. The names of all parties who have furnished Notice to Owner pursuant to Florida Statute 713,06, not previously set forth in previous requisition, and copies of said Notices. (Exhibit Cs) 4. Executed partial or final Waiver of Lien through the date of the previous requisition which support the payments disclosed in the prior partial payment requisition to the G.C., from those parties shown on the previous requisition as being entitled to payment and from such sub -contractors and suppliers who have served a Notice to Owner as set forth in Section 713.06 of the Florida Statutes, a copy of which was received by FNTIC. SUBSTITUTED 5. The General Contractor's Partial Waiver of Lien for the full . ount of the current payment request. 6. If direct disbursements are required by Lender to the E, F, & G as being entitled to receive payment from statement from the G.C. must be famished disclosin the requested payment showing the item of work pe paid. Direct disbursements will be undertaken o so from the Lender. If this option is elected by receive the Waivers of Lien described in B receiving payment at the time of making pay 7. Such additional updated surveys as may written instructions furnished to FNTIC. C. For The Final Requisition (defined as disbursement of Lender funds is to be mad D. 1. An as built survey, if required furnished to FNTIC. 2. In addition to the requireme shall Furnish a Final Co parties furnishing labor, be otherwise, showing the amount due or to with Final Waivers Payment will then from all parties furnished by th not disburse a Borrower 3. In the ev Statute Final the wr p• es disclosed on Exhibit ent requisition, a sworn all parties to be paid from rmed and the amounts to be upon written direction. to do Lender as foresaid FNTIC is to above directly from the parties nt. required by the Lender pursuant to ng the requisition in which the final elusive of any retention). the Lender pursuant to written instructions for the submission of a Final Requisition, the G.C. actor's Affidavit stating, if that be the fact, that all aterials or service have been paid in full or, if the fact e name of each party who has not been paid in full and come due each labor, service or materials furnished; along Lien from all parties furnishing Notice to Owner. Final e made to the G.C. when Final Lien Waivers are submitted t forth in the Final Affidavit and a Final Waiver of Lien is ontractor. If Final Lien Waivers are not available, FNTIC shall funds until it receives joint directions in writing to fund from the nder as well as sufficient funds to make each disbursement. t a payment bond has been furnished by the G.C. pursuant to Florida 3.23, at the time of the Final Payment, G.C. may submit along with the ntractor"s Affidavit, a written statement from the surety to the effect that ment bond is in full force and effect. In this case, unless instructed in g otherwise by the Lender, final payment will be made to the G.C. upon ipt of the Final Contractor's Affidavit, Final Release of Lien from all other ies who have been paid in full including all those who have served a Notice to wner, and a Final Waiver of Lien from the G.C. and the written statement from the surety company. 1 he Time of Any Disbursement Written instructions from the Lender of the amount of indirect (soft) costs to be funded with the current draw, which must identify to whom payment is to be made and any conditions to be satisfied prior to FNTIC funding same. SUBSTITUTED 2(a). Within I 0 working days of receipt of a Requisition approved by , orrower and all documentation supporting same described in this Agreement IC shall furnish written authorization to all parties to this agreement (i) • its receipt of the documentation and (ii) requesting the funding of the am • t Requisitioned for disbursement. 2(b). If the Sworn Statement of the Borrower (Ex. F) and/ , the General Contractor partial or final Waiver and/or, survey (if requir- . and/or, final requisition requirements (if a final disbursement is to be ma • or all of the waivers of lien required in paragraph B4 for any disbursement h. e not been furnished to FNTIC by the time FNTIC receives the Requisitio or a funding approved by the Borrower, then within 10 working days of re ipt of the Requisition approved by Borrower FNTIC shall furnish to all partie • this agreement written notification (i) describing the missing documentatio (ii) approving the Requisition except for the documentation described at (i) d (iii) requesting the funding of the Requisitioned amount less amounts presented by missing waivers of lien. Should these waivers of lien be re ived later then within 10 working days of receipt FNTIC shall provide a su. - emental written notification to all parties (i) identifying which previously mi• , ing waivers (or other documentation) has been remained and (ii) requesting s • lemental funding for the amount of construction represented by these waivers EXHIBIT R COST BREAKDOWN APPROVED BY FUNDING Funding Agreement 1rftlllr ER SUBSTITUTED SUBSTITUTED }frr.ra✓tN. $ 04.wi0441.a43.44r+7 N.4•44043s NsW s+.Mw )w•ie.na 14.1411 3.vNYNA.. x .001.0000,.«,3 s - r,.....v .w:...m.ur NtANg AuWN tIIlm. -Nlr.1.. $ 790p0{1.00 0,e901..1 .•ePW w $ .1.4,03090 Chow New r Itlu N..dN•... tNn N.u• 4••.00 1,0003100w 4 x 044101 5S33300 x 0,133.09 $ 361.41 ht... 4L L'O,r000.00 1ka..4. a..1. rawrw. w....x fa* l• Mu r.. N..+... � ww N. ..n t..ea.,.a+.w w. o• +..ww..atwvn.. rrt..x 44.4444,* 535 321100 116150 m47.%x_ w.. '.ttz •CfI x • i" • 1 n. . $ - li 11SMm 7x.m 33333 Si AM 3,970.00 1 330135 3 l0i$' 3 $0350 3ro Olen 1, - - s ts 3 - 5 733.34;i • 5 • $ • 1i • ,S 3 5 n. =TO $ 0,9maw+ $ 4 3 ./ ]L570.00 $ 673.19 $ $ k3i3.m_S 21010.00 31137513 S 33933.30' 13 130950 3 69009 730303 $ 9,93¢10 s 105.00000 £_` 3 A0 33t7$9.37 » $ 30D000.40 t3S.t33.3t 73 91 _7130 3,10010 $ rp00.00 1 3 +pOm. $ . 439a9 --4$0,014, $ AS.O:sIS 1$ 000.30 74,5431.09 331Y]Y0 $ 3a $ 330.00/00 S. 444C9310511 n,u9,7+aa0 27310103 00.020.30 08/51200 riA0000 ]S005m 112,33114 103.03 91393.03 3353.13 3,u33S O33 37.16305 SUBSTITUTED , v .OeNT Om.. i M},iyi00 iC. n_. . n:.eo..rn..nm w:... .`ye a, ' " .0' v-:. lrortawrtacm.=MOM $ 31041,I73 00; Tend 1 i n.m+ey ro ea rare.( e..eei -'el'1 'I twfK SUBSTITUTED Exhibit "F" NON-PROFIT GRANT AGREEMENT 2l SUBSTITUTED NON-PROFIT GRANT AGREEMENT THIS NON-PROFIT GRANT AGREEMENT (the "Agreement" s dated as of the day of , 2015, by and between The Urban League of G - . ter Miami, Inc., a not for profit Florida corporation (the "NON-PROFIT") and the Sou ast Overtown/Park West Community Redevelopment Agency, a public agency and body .rporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA has entered into a development eement dated as of January 18, 2013, by and between the CRA and St. John Plaza Apartm. ts, LLC (the "Original Developer"); as assigned by the Original Developer to SJP Apartmen , LLC, a Florida limited liability company (the "Developer"); and as amended by Amenent dated as of April , 2015 (the "Development Agreement"), by and between t CRA and Developer, with respect to the development of a project consisting of not less t 90 affordable rental units as more particularly described in the Development Agreement. B. Pursuant to the terms of the P -velopment Agreement, the CRA has agreed to make a grant in an amount of up to Ten Mil . n and No/100 Dollars ($10,000,000.00) (the "CRA Contribution") to the NON-PROFIT wh' CRA Contribution will be loaned by the NON-PROFIT to the Managing Member (or the Co oiled Entity) which will loan the funds to the Developer pursuant to the terms of this Agree t and that certain funding agreement of even date herewith (the "Funding Agreement") . , and among NON-PROFIT, the CRA, Developer, , LLC, a Florida limited liability company ("Lending"), . [OPEN — PARTY'S EXECUTING FUNDING AGREEMENT C. In accorde with the terms of the Development Agreement, Developer has designated Lending as t- ControlIed Entity to make the Loan to Developer. D. The iN-PROFIT and the CRA desire to enter into this Agreement to set forth the terms and provisipursuant to which the CRA will make the CRA Contribution to the NON- PROFIT and the ON -PROFIT will loan the CRA Contribution to Lending which will loan the funds to the D - - l oper. E. providin its purp low o The CRA has determined that the making of the CRA Contribution (and thereby ds to be loaned and available for the development of the Project) is in furtherance of e of providing decent, safe, affordable and sanitary housing for persons or families of oderate income within the Redevelopment Area. NOW THEREFORE, for and in consideration of $10.00 and other good and valuable c' sideration and the covenants and agreements hereinafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. SUBSTITUTED 2. DEFINED TERMS. All defined terms utilized in this A: •ment but not defined in this Agreement shall have the meaning ascribed to said terms in the D elopment Agreement. 3. GRANT. Subject to the satisfaction of the Conditio' . Precedent, as hereinafter defined, the CRA agrees to make the CRA Contribution to NON-PROFIT, subject to adjustment in accordance with the terms of Section 5 of the Devel•ment Agreement. The CRA and the NON-PROFIT acknowledge and agree that the CRA Co ibution is a grant and not a loan to the NON-PROFIT and that no portion of the CRA Contribu ' • n shall be repaid to the CRA. 4. USE OF CRA CONTRIBUTION. The NON ' ROFIT covenants and agrees to use the CRA Contribution solely for the purpose of loanin • e CRA Contribution to Lending in accordance with the terms and provisions of the Non -Pro Loan Documents and the Development Agreement. Proceeds of the CRA Contribution will n' be used to pay fees and expenses of the NON-PROFIT. The NON-PROFIT covenants and . ees to enter into the Funding Agreement. The NON-PROFIT acknowledges and agrees that t CRA will fund the CRA Contribution to the NON-PROFIT in accordance with the terms of e Funding Agreement. The NON-PROFIT covenants and agrees to not unreasonably wi d its consent to the terms and provisions of the Funding Agreement. None of the proceeds of the CRA the repayment of the Non -Profit Loan to L by the NON-PROFIT to the direct or i interest payable on which is exclude connection with the disbursement b Contribution to Lending pursuant repayment of the Non -Profit Lo other recipient of such funds, CRA Contribution to Lendin Loan or of any part of the pr federal income tax purpose on any obligation the inte tax purposes, and (ii) recipient of any such ntribution to the NON-PROFIT or any proceeds of ding will be allocated for federal income tax purposes rect payment of any debt service on any obligation the om gross income for federal income tax purposes. In e NON-PROFIT of any part of the proceeds of the CRA the Non -Profit Loan or of any part of the proceeds of any , the NON-PROFIT will obtain the agreement of Lending or e case may be, to the effect that (i) none of the proceeds of the r other recipient, as the case may be, pursuant to the Non -Profit eeds of any repayment of the Non -Profit Loan will be allocated for y such recipient to the direct or indirect payment of any debt service st payable on which is excluded from gross income for federal income t such recipient will obtain a similar agreement from any subsequent ceeds. 5. TE' S OF LOAN TO THE DEVELOPER. The NON-PROFIT covenants and agrees to loan to -tiding the CRA Contribution (the "Non -Profit Loan") in accordance with the terms and prov ons of the Ioan documents substantially in the form of the documents attached as Exhibit "A" a• . ched hereto and made a part hereof (the "Non -Profit Loan Documents"). Lending will loan the •roceeds of the Non -Profit Loan to the Developer (the "GP Loan") in accordance with the t s and provisions of the loan documents substantially in the form of Exhibit "B" attached reto and made a part hereof (the "GP Loan Documents"). REPAYMENT OF THE LOAN. In the event Lending repays all or any portion of the •n-Profit Loan to the NON-PROFIT, the NON-PROFIT covenants and agrees to utilize any su• money to establish a micro lending program to support affordable housing located in the evelopment Area. In addition, if Lending returns a portion of the Non -Profit Loan pursuant to ection 5.3 of the Development Agreement, or the Non -Profit Loan is not fully disbursed and is 2 SUBSTITUTED reduced pursuant to Section 5.3, the NON-PROFIT covenants and agrees to uti ' ' e any such money to establish a micro lending program to support affordable housing located i the Redevelopment Area. 7. CONDITIONS PRECEDENT. The obligation of the RA to make the CRA Contribution to the NON-PROFIT is subject to the satisfaction o waiver of the following conditions precedent (the "Conditions Precedent"): a. All of the CRA Conditions Precedent forth in Section 9.1 of the Development Agreement have either bee ' satisfied or waived by the CRA. b. The closing of the transaction s templated by the Development Agreement shall be consummated ultaneously with the funding of the CRA Contribution. c. The NON-PROFIT has execut- the Funding Agreement. d. Lending and the NON-P FIT have executed the Non -Profit Loan Documents in substantiall t e form attached hereto. e. Lending and the Dev per have executed the GP Loan Documents in substantially the fo . ttached hereto. f. The representatio . and warranties of the NON-PROFIT contained in Section 10 hereo hall be true and correct on the date of such funding. In the event the Conditions - cedent are not satisfied or waived by the CRA on or before the Closing Date, the CRA may er (i) terminate this Agreement, in which event the parties shall be released from all forth- obligations under this Agreement, or (ii) waive the conditions and proceed in accordance wit ' is Agreement. 8. FUNDING THE CRA CONTRIBUTION. The CRA covenants and agrees to fund the CRA Contributio o the NON-PROFIT on a requisition basis as provided in the Funding Agreement. 9. REP' ENTATIONS OF THE CRA. The CRA makes the following representations: The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry out its business as presently conducted by the CRA and perform its obligations under this Agreement. b. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or the CRA's properties may be bound or affected. 3 SUBSTITUTED c. This Agreement constitutes the valid and binding obli : Lion of the CRA enforceable against the CRA in accordance with ' terms, subject to bankruptcy, insolvency and other similar laws • - -sting the rights of creditors generally. 10. REPRESENTATIONS OF THE NON-PROFIT. The ON -PROFIT makes the following representations: a. The NON-PROFIT is a corporation duly under the laws of the State of Florida carry out its businesses as currently transactions contemplated by this Documents and the Funding Agree ' nt. b. The execution, delivery and perf• Loan Documents and the Fund' all necessary corporate actio constitute a default under a it is a party or by which it rganized and validly existing has full power and capacity to onducted and to enter into the greement, the Non -Profit Loan ance of this Agreement, the Non -Profit Agreement have been duly authorized by and do not and shall not conflict with or indenture, agreement or instrument to which ay be bound or affected. c. The NON-PROFIT (i) . an organization described in Section 501(c)(3) of the Code, (ii) has re • ived a letter or other notification from the Internal Revenue Service t. 4 at effect and such letter or other notification has not been modified, l' ited or revoked, (iii) is in compliance with all terms, conditions and imitations, if any, contained in such letter or other notification, i 'eing expressly represented that the facts and circumstances which form e basis of such letter or other notification as represented to the Intern. • evenue Service continue to exist, (iv) is exempt from federal income es under Section 501(a) of the Code and (v) is not controlled in any w. by the Developer, the CRA, the City of Miami, Florida, Miami - Dade ounty, Florida, or the State of Florida within the meaning of Tre .ury Regulation § 1.150-1(b). The receipt of the CRA Contribution a the making of the Non -Profit Loan in accordance with the terms of the on -Profit Loan Documents are in furtherance of the charitable purpose of e NON-PROFIT, and do not constitute an unrelated trade or business within the meaning of Section 513 of the Code or a prohibited transaction within the meaning of Section 503 of the Code. The NON-PROFIT has all requisite power and authority necessary to own, lease and operate its properties, to carry on its activities as now conducted and as presently proposed to be conducted and is, or will be, duly authorized to operate and loan the proceeds, under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof. e. Neither the execution and delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the 4 SUBSTITUTED NON-PROFIT is a party or the consummation of the ansactions contemplated thereby nor the fulfillment of or compli e with the provisions of any of the other documents contemplatethereby, will conflict with or result in a breach of or constitute a def:. t by the NON- PROFIT under any applicable law or ordinance of the . tate of Florida or any applicable political subdivision thereof or of . e NON-PROFIT's articles of incorporation or bylaws, or any corpo .te restriction or any agreement or instrument to which the NON -PROF is a party or by which it is bound, or result in the creation or impositio of any lien of any nature upon any of the property of the NON-PROFIT der the terms of any such law, ordinance, articles of incorporation or laws, restriction, agreement or instrument except as permitted by tit' Agreement and the Funding Agreement. f. The NON-PROFIT covenants that it shall not perform any act or enter into any agreement which would . , versely affect its federal income tax status and shall conduct its operaf ns in the manner which conforms to the standards necessary to qual' the NON-PROFIT as a charitable organization within the me• g of Section 501(c)(3) of the Code or any successor provisions of fed " .1 income tax law. g. The NON-PROFIT doe of anticipate or have any intention or obligation to make any repaymen o the CRA for repayment of the CRA Contribution except as provided i ► + is Agreement. h. Proceeds of the Contribution will not be used to pay fees and expenses of the NON-P' IT. This Agree ' nt constitutes the valid and binding obligation of the NON- PROFIT - orceable against the NON-PROFIT in accordance with its terms, s .ject to bankruptcy, insolvency and other similar laws affecting the ri : of creditors generally. 11. ASSIGN ' .ILITY. The rights and obligations under this Agreement may not be assigned by the NON-P OFIT without prior written approval of the CRA, which may be granted or withheld in the sol siscretion of the CRA. 12. N • CES. Any notices required or permitted to be given under this Agreement shall be in writi ► and shall be deemed to have been given if delivered by hand, sent by recognized overnight co -r (such as Federal Express), sent by fax and another method provided herein or mailed by c . died or registered mail, return receipt requested, in a postage prepaid envelope, and addressed follows: If to NON-PROFIT: The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue 5 SUBSTITUTED Miami, FL 33147 Attention: Oliver L. Gross Fax: 305-696-4450 With a copy to: John Little, Esq. 963 NE 153 Street Miami, FL 33162 johnlittle001@gmail.com If to CRA: SOUTHEAST OVERTOWN / PARK WE COMMUNITY REDEVELOPMENT At NCY Attention: Clarence E. Woods, III, Exe ive Director 819 NW 2"d Avenue, 3`d Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy Staff Counsel Southeast 0 rtown/Park West Communi ' edevelopment Agency 819 NW d Avenue, 3`d Floor Miami. 33136 Fax: 5-679-6836 Notices p: onally delivered or sent by fax shall be deemed given on the date of delivery and notices ma' • in accordance with the foregoing shall be deemed given upon receipt or the date delivery i efused. 13. MISCELLANEOUS. a. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. Both parties to this Agreement have participated fully in the negotiation and 6 SUBSTITUTED preparation hereof, and, accordingly, this Agreement shal not be more strictly construed against either of the parties hereto. b. In the event any term or provision of this Agreerne is determined by appropriate judicial authority to be illegal or oth se invalid, such provision shall be given its nearest legal meaning or - construed as deleted as such authority determines, and the remainder o d is Agreement shall be construed to be in full force and effect. c. In the event of any litigation between the p. - s under this Agreement, the prevailing party shall be entitled to reaso ble attorney's fees and court costs at all trial and appellate levels. d. In construing this Agreement, the sing shall be held to include the plural, the plural shall be held to include t singular, the use of any gender shall be held to include every other and I genders, and captions and Paragraph headings shall be disregarded. e. All of the exhibits attached to is Agreement are incorporated in, and made a part of, this Agreement. f. Time shall be of the esse ' e for each and every provision of this Agreement. g. This Agreement may . of be recorded in the Public Records of Miami -Dade County. h. The "Effective P -te" shall mean the date this Agreement is last executed by NON-PROFI d the CRA. IN WITNESS W ' ' OF, the parties hereto have executed this Agreement as of the date and year first above wri CRA: SOUTHEAST ► ERTOWN / PARK WEST COMMUNIT REDEVELOPMENT AGENCY By: Cl. nce E. Woods, III, Executive Director 7 SUBSTITUTED ATTEST: Todd Hannon, Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA NON-PROFIT: The Urban League of Greater Miami, Inc. SUBSTITUTED Exhibit "G" Non -Profit Loan Documents and MM Loan Documents 22 PROMISSORY NOTE $10,000,000 FOR VALUE RECEIVED, the undersigned, ("Maker") having an address of 34 Miami, FL 33130, promises to pay to the order of The Urban Florida non-profit corporation, together with any other holder Avenue, Miami, Florida 33147, or such other place as Hold writing, the principal sum of TEN MILLION and NO/10 "Principal") or so much thereof as may be advanced outstanding principal balance at the rate set forth in the to be paid in lawful money of the United States of Promissory Note (the "Note"). The term of this Note is seventeen , 203 (the "Maturity Date' or interest will be made. Interest shall not acc the Maturity Date, there is not then a curren default given by the Southeast Overto "CRA") or its successor or assign again (the "Owner") or its successor or assig even date herewith between the 0 other amounts outstanding under Note shall terminate and be dee by the Maker to evidence suc condition to the amount owe and agree to use an amount forgiveness of this Note, f a minimum of ten (10) y investing, loaning or development, buildi thereto) in Miami - families earning The certain Fun the Owne name], Tax Fun SUBSTITUTED , 2015 Miami, Florida , a Florida limited est Flagler Street, Suite 313, eague of Greater Miami, Inc., a reof ("Holder"), at 8500 NW 25th may from time to time designate in DOLLARS (U.S. $10,000,000) (the reunder, plus interest, if any, on the xt paragraph ("Interest or Interest Rate"), erica in accordance with the terms of this d one half (17.5) years and shall end on . Before the Maturity Date no payments of principal e or be payable under this Note. In the event that on cured and properly issued and outstanding notice of Park West Community Redevelopment Agency (the JP Apartments, LLC, a Florida limited liability company nder that certain Restrictive Covenant Agreement dated of and the CRA, the Principal, any outstanding Interest and any Note shall be deemed to be forgiven on the Maturity Date, this cancelled, and the Holder shall execute any documents requested orgiveness. Notwithstanding anything else set forth above, as a y Maker hereunder being forgiven by Holder, Maker shall covenant ual to the Principal of this Note, within one (I) year of the date of the the fostering of affordable housing in Miami -Dade County, Florida, for s, which shall be defined as developing through an affiliate of Maker or ting funds to an affiliate of Maker or a third -party to further the or rehabilitation of either rental or for -sale housing (or improvements related ade County in connection with developments which serve primarily persons or more than 80% of area median income. P ncipal of this Note shall be advanced from time to time pursuant to the terms of that ng Agreement (the "Funding Agreement") dated as of , 2015 by and among aker, Holder, the CRA, [insert first lender/bond purchaser [insert trustee/fiscal agent name] and Boston Capital Corporate dit Fund XL, A Limited Partnership ("Maker's Investor Member"). The terms of the g Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January 18, 2013, and between the CRA and St. John Plaza Apartments, LLC, as the predecessor -in -interest to #4220284 vt 41803-OOOt 1 SUBSTITUTED Owner ( the "Development Agreement"), Maker shall within thirty (30) days of demand by Ho • er or the CRA repay to Holder the amount of any excess of sources over uses (including, a full unded developer fee not in excess of the limits set forth in Section 5.2 of the Development Agr ment) as determined in accordance with 5.3 of the Development Agreement, the terms o which are incorporated herein by reference and made a part hereof. Upon the execution of this Note, the Maker shall pay the Holder One H red Twenty -Five Thousand Dollars ($125,000) as a fee in connection with the making of the to ' evidenced by this Note. The payment of the above fee shall not be considered a partial repent of the Principal owing under this Note. This Note and all other agreements, instruments and documents elivered in connection with this Note are collectively referred to as the "Loan Documents." This Note has been executed and delivered in, and is to the laws of, the State of Florida, as amended, except as modif United States of America. governed by and construed under by the laws and regulations of the Maker shall have no obligation to pay interest or - . yrnents in the nature of interest in excess of the maximum rate of interest allowed to be contra d for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). An terest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a p ent of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedn- . and other obligations evidenced by this Note have been paid in full, returned to Maker togethe• ' ith interest at the same rate as was paid by Maker during such period. Any Excess Sum ere. ' ed to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies fro e to time and from time to time there may be no specific maximum rate. Holder may, without s action constituting a breach of any obligations to Maker, seek judicial determination of the intum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. Time is of the essence. the event that this Note is collected by law or through attorneys at law, or under their advice aker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees ' hether or not suit is brought, and whether incurred in connection with collection, trial, appeal, . ptcy or other creditors proceedings or otherwise. This Note m ' be paid in whole or in part at any time by Maker without penalty. Acceptance of partial paymen or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not ect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pur e all remedies available toit under the Loan Documents. A ' of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any pa ent when due in accordance with the terms of this Note; and (b) failure to keep or perform any o e other material terms, covenants and conditions in this Note provided that such failure shall hav continued for a period of thirty (30) days after written notice of such failure from .the Holder. #4220284 VI 41803-0001 2 SUBSTITUTED Upon an Event of Default hereunder, the Holder shall have all of the reme• ' s set forth in this Note. The remedies of Holder shall be cumulative and concurrent, and may be sued singularly, successively or together, at the sole discretion of Holder, and may be exercise ' . often as occasion therefor shall arise. No action or omission of Holder, including specifically . failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiv or release of the same, such waiver or release to be effected only through a written document e: cuted by Holder and then only to the extent specifically recited therein. A waiver or release wi reference to any one event shall not be construed as continuing or as constituting a course of deg, nor shall it be construed as a bar to, or as a waiver or release of; any subsequent remedy as to subsequent event. Any notices required or permitted to be given pursuan • this Note shall be in writing and shall be deemed to have been given if delivered by hand, sent recognized overnight courier (such as Federal Express), sent by fax and another method prded herein or mailed by certified or registered mail, return receipt requested, in a postage pr- . id envelope, and addressed as follows: notices delive If to HOLDER: The Urban League of Gre 8500 NW 25th Avenue Miami, FL 33147 Attention: Oliver L. . ross Fax: 305-696-445 With a copy to: John Little, q. 963 NE 1 . Street Miami, ' 33162 johnli' e001@gmail.com If to MA 340 West Flagler Street Suite 313 Miami, FL 33130 Attn: James Watson Miami, Inc. N. ces personally delivered or sent by fax shall be deemed given on the date of delivery and led in accordance with the foregoing shall be deemed given upon receipt or the date is refused. The term "other person liable for payment of this Note" shall include any endorser, guarantor, s ty or other person now or subsequently primarily or secondarily liable for the payment of this ote, whether by signing this Note or any other instrument. #4220284 vl 41803-0001 3 SUBSTITUTED Whenever the context so requires, the neutral gender includes the feminine and/ masculine, as the case may be, and the singular number includes the plural, and the plural numb includes the singular. Maker and any other person liable for the payment of this Note res Lively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for paym - . , defenses related to affiliated entities or related parties, notice of dishonor, protest, notice of no , ayment and/or protest, notice of default or delinquency, notice of acceleration, notice of costs, ex ► nses or losses and interest thereon; notice of late charges, all other forms of notice whatsoever, an • - iligence in collection or in taking any action to collect any sums owing under this Note or in pro ding against any of the rights or interests in or to properties securing payment of this Note; (b) co ► .ent that Holder may, from time to time and without notice to any of them or demand, (i) extend, r= ange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or a part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other p - on liable for payment of this Note, without in any way modifying, altering, releasing, affecting , limiting their respective liability or the lien of any security instrument; and (c) agree that Holder n order to enforce payment of this Note against any of them, shall not be required first to insti - any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any othe •erson liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, M R KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGH OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REP * :' . ENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR S T, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHE ' ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAI , AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UND OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, D 1 UMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWIT OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EX ' NSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUN ► " . THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTEND G CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHT ' EREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIG D ON HOLDER'S BEHALF. Maker ac owledges that the above paragraph has been expressly bargained for by Holder as part of the tr. . ction with Maker and that, but for Maker's agreement, Holder would not have agreed to lenhe Maker the Principal on the terms and at the Interest Rate. Note arises out of or is given to secure the financing of housing under Part V of Chapter 420 of Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. Mak shall pay any and all present and future documentary stamp taxes, intangible taxes, and other si • charges, including interest and penalties thereon, if any (collectively referred to as the "? •cumentary Taxes") which arise in connection with this Note or any other Loan Document. aker shall and hereby agrees to indemnify the Holder for the full amount of all Documentary Taxes #4220284 vl 41803-0001 SUBSTITUTED paid by the Holder or any liability (including penalties and interest, if any and Hot's reasonable costs and reasonable attorneys fees related thereto) arising therefrom or wi espect thereto. Without prejudice to the survival of any other agreement of Maker hereunder under any other Loan Document, the agreements and obligations of Maker contained in this se • on shall survive the payment in full of this Note. 20284 v 1 1803-0001 [Signature on Following Pagel 5 SUBSTITUTED WHEREFORE, Maker has executed this Note as of the first date mentio • above. 220284 v] 41803-0001 MAKER: 6 By: Name: Title: a Florida SUBSTITUTED LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made effective as of the day f 2015, between , a Florida ("Lender") hose address is 340 West Flagler Street, Suite 313, Miami, Florida 33130 and SJP APARTMEN , LLC, a Florida limited liability company ("Borrower") whose address is c/o BCP SJP, LLC, One ' • ston Place, Boston, MA 02108 Attn: Asset Management, under the following circumstances: A. Borrower is developing an affordable housing apartm - t complex to be known as St. John Plaza Apartments (the "Project") on certain land loca d in Miami -Dade County, Florida (the "Property"). B. In connection with the Project, Borrower as requested that Lender loan Borrower the sum of $10,000,000 (the "Loan"). C. Lender and Borrower desire to enter in his Agreement to set forth the terms of the Loan to Borrower. NOW, THEREFORE, in consideration of the a e and for other valuable consideration, the receipt and sufficiency of which is hereby acknowled• d, the parties agree as follows: Section 1. Loan/Promissory Note. Lend shall loan to Borrower the sum of $10,000,000. Borrower shall execute and deliver to Lender a -recourse promissory note in the principal amount of $10,000,000 (the "Note"). The Note shall bea serest at the rate set forth in the Note (and provide for payments from Borrower's net cash flow om the Project pursuant to the terms of Borrower's Amended and Restated Operating Agr • ent dated as of 2015 (the "Operating Agreement")] [note: not needed if int: est rate is zero because no interest will be duel. The Note shall mature on the date set forth in th= ate (the "Maturity Date"). Section 2. Security. As se mortgage on the Project (the "M "Loan Documents"). rity for the repayment of the Note, Borrower shall grant Lender a e" together with the Note and this Agreement, collectively the Section 3. A..lica• Law and Jurisdiction. This Agreement shall be construed in accordance with, and the legal relatio between the parties shall be governed by, the laws of the State of Florida as applicable to agreeme executed and fully performed within the State of Florida. Section 4. ditional Provisions 4.1 Borrow and Lender each agree to provide copies of any notices delivered under the Loan Doc ► nts to Investor Member (as defined in the Operating Agreement) at the following add s: Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management (517 v1 803-000I SUBSTITUTED With a copy to: Nixon Peabody, LLP 100 Summer Street Boston, MA 02110 Attn: John Condon 4.2. CURE Notwithstanding anything to the contrary contained in the Lo • Documents, Investor Member shall have the right, but not the obligation, to cure any default of Bo ower under any Loan Document, and Lender agrees to accept cures tendered by Investor Membe : s follows: (a) with respect to any monetary default under the Loan Documents, Lender shall noti '. Investor Member in writing of such monetary default, and Investor Member shall have ten (10) da . after the receipt of said notice of such monetary default to cure such monetary default; and (b) wi spect to any nonmonetary default under the Loan Documents, Lender shall notify Investor Member ,f writing of such nonmonetary default, and Investor Member shall have 30 days after the receipt of s notice of such nonmonetary default to cure such default. Lender agrees that the Loan Documents 11 not be considered to be in default until the expiration of all contractual notice and cure periods ovided to Borrower and Investor Member. 4.3. TRANSFERS; AMENDMENTS TO 0 RATING AGREEMENT Notwithstanding anything to the con contained in any Loan Document, (a) Investor Member shall be permitted to remove the manager Borrower for cause in accordance with the Operating Agreement without the consent of Lender, , d (b) Investor Member may transfer its member interests in Borrower in accordance with the terms . f the Operating Agreement without the consent of Lender (each, a "Permitted Transfer"), (c) Permitted Transfer shall cause a default under any Loan Document, (d) Lender shall not rece e any fee or other amounts from Borrower in connection with a Permitted Transfer and (e) the 0pe ing Agreement may be amended or modified in connection with a Permitted Transfer without the p .r written consent of Lender. 4.4. SUBORDINATION 0 EXTENDED USE AGREEMENT Notwithstanding . provision contrary in any Loan Document, Lender acknowledges and agrees that (a) the Prope ' is or will be subject to an Extended Use Agreement (as defined below), (b) the recordation of the : tended Use Agreement against the Property is permitted under the terms of the Loan Documents a (c) the lien of the Mortgage, and the terms and provision thereof, shall be subordinate to the ' tended Use Agreement, regardless of the order of recording of either document. "Extended Use greement" means the extended low-income housing commitment, regulatory agreement or r rictive covenants executed or to be executed by Borrower setting forth certain terms and conditio ► under which the Property is to be operated and which shall meet the requirements of Section 42l (6)(B) of the Internal Revenue Code of 1986, as amended. 4.5. CROSS -DEFAULT; NO. CROSS-COLLATERALIZATION Notwithstanding anything to the contrary contained in any Loan Document, (a) any collateral pl ged by Borrower to Lender shall only secure the Borrower's obligations set forth in the Mortgage 1517 vl BO3-0OO1 2 (the "Obligations") and shall not secure any other indebtedness or obligations Borrower, and (b) Lender shall apply proceeds from any collateral pledged to s only against the Obligations and not against any other indebtedness or obligati 4.6. STANDSTILL: Except as set forth herein, for a period of seventeen (17) ye shall not (i) exercise any other foreclosure and enforcement rights or Note, including, but not limited to, collecting rents, appointing ( receiver or exercising any other such rights or remedies hereunder commencing any bankruptcy reorganization arrangement, insolv respect to Borrower. Notwithstanding any other language con the sums due under the Note and pursue all rights and reme default under the Loan Documents or under any other Proj Section 5. Miscellaneous. t SUBSTITUTED ed to Lender by re the Obligations s owed to Lender. rom the date hereof, Lender medies it may have under the seeking the appointment of) a d (ii) join with any other creditor in ncy or liquidation proceedings with ed herein, the Lender may accelerate s hereunder in the event of Borrower's financing. 5.1 No provisions of this Agreement that ay be determined to be unenforceable shall in any way invalidate any other provision, all of which s► .>t 1 remain in full force and effect. 5.2 The captions used in this Agree ent are inserted for reference purposes only and shall not affect the interpretation or meaning of th' . Agreement. 5.3 This Agreement contains e entire agreement between the parties and supersedes all prior oral and/or written agreements of - parties with respect to the subject matter of this Agreement. No provisions of this Agreement ma .e altered or modified unless by written instrument signed by both parties. 5.4 This Agreement ' ay be signed in any number of counterparts each of which will be deemed to be an original and a of which taken together will constitute one and the same instrument. Faxed or pdf email signature • ill be enforceable as originals against the party delivering such faxed or pdf email signature. 2151? vl 803-0001 [Signature on Following Page] 3 SUBSTITUTED IN WITNESS WHEREOF the parties hereto have duly executed and deli red this Agreement on the day and year first above written. 1517 vl 803-0001 LENDER: By: Name: Title: Borrower SJP A com lorida rtments, LLC, a Florida limited liability ny SJP Apartments MM, LLC, a Florida limited ability company, its Manager By: St. John CDP-BC MM, LLC, a Massachusetts limited liability company, its manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its managing member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 4 PROMISSORY NOTE (Re -Loan) $10,000,000 SUBSTITUTED , 2015 Miami, Florida E S, LLC, a Florida limited , a Florida ), at 340 West Flagler Street, om time to time designate in FOR VALUE RECEIVED, the undersigned, SJP APARTME company ("Maker"), promises to pay to the order of , together with any other holder hereof ("Hold Suite 313, Miami, FL 33130, or such other place as Holder ma writing, the principal sum of TEN MILLION and NO/100 D P . LARS (U.S. $10,000,000) (the "Principal") or so much thereof as may be advanced hereun. , plus interest on the outstanding principal balance at the rate set forth in the next paragraph (" crest or Interest Rate"), to be paid in lawful money of the United States of America in accordan 'th the terms of this Promissory Note (the "Note"). The term of this Note is thirty (30) years and s ' Al end on , 2045 (the "Maturity Date"). Interest shall accrue at the annual interest r of percent ( %). The Principal, any outstanding Interest and any other amounts ou anding under this Note shall be due and payable on the Maturity Date. The Principal of this Note shall be a ced from time to time pursuant to the terms of that certain Funding Agreement (the "Funding eement") dated as of , 2015 by and among the Maker, Holder, [inse conduit lender name], [insert first lender /bond purchaser na el, the Southeast Overtown/Park West Community Redevelopment Agency (the "C"), The Urban League of Greater Miami, Inc., [insert ustee/fiscal agent name] and Boston Capital Corporate Tax Credit Fund XL, A Limited P. ship ("Maker's Investor Member"). The terms of the Funding Agreement are incorporated her n by reference and made a part hereof. To the extent require by and between the CRA the predecessor-in-intere days of demand by Hol (including, a fully-fu Development Agre terms of which .y Section 5.3 of the Development Agreement dated January 18, 2013, St. John Plaza Apartments, LLC, a Florida limited liability company, o Maker (the "Development Agreement"), Maker shall within thirty (30) r or the CRA repay to Holder the amount of any excess of sources over uses ed developer fee not in excess of the limits set forth in Section 5.2 of the ent) as determined in accordance with 5.3 of the Development Agreement, the ncorporated herein by reference and made a part hereof. .•. This N e is secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases (the " ortgage") encumbering certain real property located in Miami -Dade County, Florida (the "Pre •es"). Maker and Holder have executed that certain Loan Agreement of even date herewith e "Loan Agreement"). The Loan Agreement, the Mortgage, this Note and all other agreem ts, instruments and documents delivered in connection this Note securing the Holder's oblig ons are collectively referred to as the "Loan Documents." 220290 vl 41803-0001 SUBSTITUTED This Note has been executed and delivered in, and is to be governed by and cons ► ed under the laws of, the State of Florida, as amended, except as modified by the laws and regu • tions of the United States of America. Maker shall have no obligation to pay interest or payments in the nature o of the maximum rate of interest allowed to be contracted for by law, as chang applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maker ("Excess Sum") shall be credited as a payment of principal, or, writing. returned to Maker, or, if the indebtedness and other obligations e been paid in full, returned to Maker together with interest at the sam during such period. Any Excess Sum credited to Principal shall be Holder. The Maximum Rate varies from time to time and from tim maximum rate. Holder may, without such action constituting a seek judicial determination of the Maximum Rate of interest, proposed excess sum to Maker. The "Default Interest Rate" and, in the event Maximum Rate shall be eighteen percent (18%) per Loan Documents not paid when due (at maturity, upo at the Default Interest Rate from the due date until this Note is collected by law or through attorneys all reasonable costs of collection, including re and whether incurred in connection with c proceedings or otherwise. Holder shall hav to be immediately due and payable in adv when due any payment of Principal or upon the occurrence of an Event o applicable cure periods, pursuant securing or guarantying payment or to any other person liable f waived. nterest in excess from time to time, aximum Rate paid by Maker so requests in denced by this Note have ate as was paid by Maker edited as of the date paid to o time there may be no specific b • ach of any obligations to Maker, its obligation to pay or credit any no •ecific maximum rate is applicable, the um. Any payment under this Note or the cceleration or otherwise) shall bear interest aid. Time is of the essence. In the event that law, or under their advice, Maker agrees, to pay able attorneys' fees, whether or not suit is brought, ection, trial, appeal, bankruptcy or other creditors e right to declare the total unpaid balance of this Note ce of the Maturity Date upon the failure of Maker to pay Brest or other amount due under the Loan Documents; or efault, which is not cured prior to the expiration of any any other Loan Documents now or hereafter evidencing, this Note. Exercise of this right shall be without notice to Maker payment hereof, notice of such exercise being hereby expressly This Note may be . id in whole or in part at any time by Maker without penalty. Acceptance of partial payments or .. ents marked "payment in full" or "in satisfaction" or words to similar effect shall not affect e duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue al emedies available to it under the Loan Documents. Any oft following shall be deemed to be an Event of Default hereunder: (a) failure to make any payment en due in accordance with the terms of this Note; (b) failure to keep or perform any of the other aterial terms, covenants and conditions in this Note or in the other Loan Documents provided . t such failure shall have continued for a period of thirty (30) days after written notice of such fai e from the Holder; and (c) a default, an Event of Default or failure to keep or perform any of the rms, covenants and conditions in any note or mortgage or other financing document executed by t► Borrower, including but not limited to any notes and mortgages executed by Borrower in favor 4220290 vl 41803-0001 2 SUBSTITUTED of the Housing Finance Authority of Miami -Dade County, Florida (the "Issuer") and iami-Dade County. Upon an Event of Default hereunder, the Holder shall have all of the rem:. ies set forth in the Mortgage. The remedies of Holder shall be cumulative and concurrent, d may be pursued singularly, successively or together, at the sole discretion of Holder, and may - exercised as often as occasion therefor shall arise. No action or omission of Holder, including • cifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed .e a waiver or release of the same, such waiver or release to be effected only through a written d• ument executed by Holder and then only to the extent specifically recited therein. A waiver or r- ase with reference to any one event shall not be construed as continuing or as constituting a c' arse of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subseque emedy as to a subsequent event. Notwithstanding anything contained in this Note to t contrary for i) a period of seventeen (17) years from the date of this Note, or ii) until such tint; = Maker's Investor Member exits the company, as defined in the Operating Agreement, wh ever occurs first, Holder shall not (i) commence foreclosure proceedings with respect to t Premises or exercise any other rights or remedies it may have under the said Loan Docume , including, but not limited to, accelerating sums due under this Note, collecting rents, appoint g (or seeking the appointment of) a receiver or exercising any other rights or remedies hereunder d (ii) join with any other creditor in commencing any bankruptcy reorganization arrangement, i lvency or liquidation proceedings with respect to Maker. Any notice to be given or to be se ed upon any party in connection with this Note, whether required or othenvise, shall be given i d e manner permitted in the Mortgage. The term "other person liab for payment of this Note" shall include any endorser, guarantor, surety or other person now or s equently primarily or secondarily liable for the payment of this Note, whether by signing this ► ate or any other instrument. This Note shall be non -recourse promissory note and neither the Maker, nor any of its members shall have an .ersonal liability for the payment of any portion of the indebtedness evidenced by this Not- =nd in the event of an Event of Default by the Maker under this Note, the Holder's sole remed all be limited to exercising its rights under the Loan Documents, including foreclosure and the ercise of the power of sale or other rights granted under the Loan Documents, but shall not incl e a right to proceed directly against the Maker, or any of its members, or the right to obtain a def ency judgment after foreclosure against the Maker or any of its members. Th- debtedness evidenced by this Note is and shall be subordinate in right of payment to the prior .yment in full of all amounts then due and payable (including, but not limited to, all amoun due and payable by virtue of any default or acceleration or upon maturity) with respect to the i - btedness evidenced by a promissory note (as amended, supplemented, amended and restated or • envise modified from time to time, the "Senior Note"), dated 2015, in the inal maximum principal amount of $ , executed by Maker and payable to [insert lender or trustee name, as applicable] as assignee of the Issuer, to the N4220290 v I 41803-0001 3 SUBSTITUTED extent and in the mariner provided in that certain Subordination Agreement (the "Senior Subordination Agreement") among and Holder, as subordinate lender. The Mortgage securing this Note is and shal subordinate in all respects to the liens, tenns, covenants and conditions of the mo Senior Note as more fully set forth in the Senior Subordination Agreement. Th of the payee and each subsequent holder of this Note are subject to the restricts forth in the Senior Subordination Agreement. Each subsequent holder of th' by virtue of such holder's acquisition of the Note, to have agreed to perf terms, covenants and conditions to be performed or observed by the " the Senior Subordination Agreement. Whenever the context so requires, the neutral gender inclu the feminine and/or masculine, as the case may be, and the singular number includes the plural d the plural number includes the singular. Maker and any other person liable for the pdym expressly waive any valuation and appraisal, presentme affiliated entities or related parties, notice of dishonor notice of default or delinquency, notice of acceierati thereon; notice of late charges, all other forms of n taking any action to collect any sums owing and or interests in or to properties securing payme to time and without notice to any of them or all payments, (ii) release, exchange, add t and/or (iii) release Maker (or any co - without in any way modifying, alterin lien of any security instrument; and against any of them, shall not be r against Maker (or any co -make attempt to realize on any coil BY EXECUTIN INTENTIONALLY SUCCESSORS OR ANY ACTION, P OR OTHERWI CROSSCLAI ON, ARISI OTHER I CONNE MODI ADV HO ), dated , Maker e subject and age securing the ghts and remedies and limitations set ote shall be deemed, and observe all of the bordinate Lender" under of this Note respectively, hereby (a) demand for payment, defenses related to otest, notice of nonpayment and/or protest, , notice of costs, expenses or losses and interest e whatsoever, and diligence in collection or in his Note or in proceeding against any of the rights f this Note; (b) consent that Holder may, from time mand, (i) extend, rearrange, renew or postpone any or r substitute all or any part of the collateral for this Note, er) or any other person liable for payment of this Note, eleasing, affecting or limiting their respective liability or the agree that Holder, in order to enforce payment of this Note uired first to institute any suit or to exhaust any of its remedies or against any other person liable for payment of this Note or to ral for this Note. THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND IVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, RSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN CEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT , AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY TRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN ION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, ATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE CE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR ER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF H ' DER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND ANUALLY SIGNED ON HOLDER'S BEHALF. #4220290 v 1 41803-0001 4 SUBSTITUTED Maker acknowledges that the above paragraph has been expressly bargained f. .y Holder as part of the transaction with Maker and that, but for Maker's agreement, Holder ,ou1d not have agreed to lend the Maker the Principal on the terms and at the Interest Rate. The Mortgage and this Note secured thereby arise out of or are given t ' secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and is exemp rom taxation pursuant to Section 420.513 Florida Statutes. Maker shall pay any and all prese .nd future documentary stamp taxes, intangible taxes, and other similar charges, including inter- t and penalties thereon, if any (collectively referred to as the "Documentary Taxes") which . 'se in connection with the Mortgage, this Note, or any other Loan Document. Maker shall an ereby agrees to indemnify the Holder for the full amount of all Documentary Taxes paid by the older or any liability (including penalties and interest, if any and Holder's reasonable costs a reasonable attorneys fees related thereto) arising therefrom or with respect thereto. Without ejudice to the survival of any other agreement of Maker hereunder or under any other Loan Doc ent, the agreements and obligations of Maker contained in this section shall survive the payme n full of this Note. #4220290 vl 41803-0001 [Signature on Fo wing Page.) 5 #4 I290v1 4 .03-0001 SUBSTITUTED WHEREFORE, Maker has executed this Note as of the first date mentio d above. SJP Apartments, LLC, a Florida ited liability company By: SJP Apartments MM, C, a Florida limited liability company, its Ma ger By: St. John CDP- MM, LLC, a Massachusetts limit:. liability company, its manager By: Boston apital Companion Limited Partnership, . assachusetts limited partnership is managing member 6 : Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: SUBSTITUTED THIS INSTRUMENT WAS PREPARED BY, RECORD AND RETURN TO: Patricia K. Green, Esq. Stearns Weaver Miller, et al. 150 West Flagier Street, Suite 2200 Miami, Florida 33130 NOTE TO RECORDER: This Mortgage and the Note secured ereby are given to secure the financing of housing under Part V of Chapter 420 of e Florida Statutes and are exempt from taxation pursuant to Section 420.513 Florida ` atutes. LEASEHOLD MORTGAGE AND SECU AGREEMENT AND ASSIGNMENT OF ASES THIS LEASEHOLD MORTGAGE AND SEC OF LEASES (the "Mortgage"), dated as of th APARTMENTS, LLC, a Florida limited liability co One Boston Place, Boston, MA 02108 ("Mortg Florida , with an Miami, FL 33130 ("Mortgagee"). That for good and valuable Note executed by the Mortgagor • TEN MILLION and NO/100 D extended or amended, from ti the final payment of which i and to secure any other arising under the terms security for the Note, the Mortgagor does successors and as part of this Mort herein as the "P tTY AGREEMENT AND ASSIGNMENT day of , 2015, by SJP pany with an address of c/o BCP SLP, LLC, '), in favor of , a dress of 340 West Flagler Street, Suite 313, TNESSETH c sideration, and to secure the payment of the Promissory favor of the Mortgagee in the original principal amount of RS (U.S. $10,000,000), as the same may be renewed. to time (referred to as the "Note" or the "Promissory Note"), ue on or before the due date provided in the Promissory Note ebtedness owed by Mortgagor to Mortgagee, now or hereafter this Mortgage or in any other instrument constituting additional all other sums of money secured as provided under this Mortgage, nt, bargain, sell, remise, release, and convey unto the Mortgagee, its ns, the real estate described in Exhibit A, which is attached and made a ge, which, together with the property hereinafter described, is referred to perty"; TOGETHER WITH: All buildings and improvements, now or hereafter located on the Property, all privile• s and other rights now or hereafter made appurtenant thereto, including, without limit- on, all right, title and interest of Mortgagor in and to all streets, roads and public places, op ed or proposed, and all easements and rights -of -way, public or private, now or hereafter d in connection with the Property; and k4221046 v1 4 f 803-0001 1 SUBSTITUTED (b) All fixtures, fittings, furnishings, appliances, apparatus, good machinery, and all building material, supplies and equipment now or here Property and installed or used in the Property, all other fixtures and whatever kind and nature owned by the Mortgagor on the date of this any building standing on the Property; such other goods, equipme property as are usually furnished by landlords in letting premise conveyed, and all renewals or replacements thereof or articles in s estate, right, title and interest of the Mortgagor in and to all prop now or hereafter situated on the Property or intended to b operation thereof, all of which shall be deemed to be fixture and a part of the realty as between the parties hereto, and under them, and shall be deemed to be a portion of the mentioned and secured by the Mortgage. If the lien personal property is or becomes subject to a lease a chattel mortgage of the Mortgagor, any and all dep assigned to the Mortgagee, together with the bene thereon. There is also transferred, set over, and its successors and assigns, all leases and use personal property of Mortgagor in the categori is the lessee of, or entitled to use, such item Mortgagee specific separate assignments requested by Mortgagee, but nothing he of any fixture or personal property, and obligations of Mortgagor under any obligations Mortgagor hereby coven set forth in this paragraph (b) are and (c) All rents, roya property described in parag other sums secured here so long as no default h rents, royalties, issues payable, but not in a any further action option upon the revenue, incom hereof wheth hereunder profits, rev (b) here default rights iss h equipment, and er delivered to the ersonal property of ortgage contained in chattels and personal of the character hereby stitution thereof, all of the y of any nature whatsoever, used in connection with the nd accessions to the freehold persons claiming by, through or curity for the indebtedness herein f this Mortgage on any fixtures or ement, conditional sale agreement or ts made thereof or therefor are hereby of any payments now or hereafter made signed hereby by Mortgagor to Mortgagee, reements of machinery, equipment and other hereinabove set forth, under which Mortgagor and Mortgagor agrees to execute and deliver to Mortgagee of such leases and agreements when n constitutes Mortgagee's consent to any financing thing herein shall obligate Mortgagee to perform any h leases or agreements unless it so chooses, which ts and agrees to well and punctually perform. The items metimes hereinafter separately referred to as "Collateral"; s, issues, profits, revenue, income and other benefits from the h (a) and (b) hereof to be applied against the indebtedness and , provided, however, that permission is hereby given to Mortgagor occurred hereunder, to collect, receive, take, use and enjoy such rofits, revenue, income and other benefits as they become due and once thereof. The foregoing assignment shall be fully operative without the part of either party and specifically Mortgagee shall be entitled, at its ccurrence of a default hereunder, to all rents, royalties, issues, profits, and other benefits from the property described in paragraphs (a) and (b) or not Mortgagee takes possession of such property. Upon any such default permission hereby given to Mortgagor to collect such rents, royalties, issues, ue, income and other benefits from the property described in paragraphs (e) and shall terminate and such permission shall be reinstated upon a timely cure of the permitted herein, upon Mortgagee's specific consent. Neither the exercise of any nder this paragraph by Mortgagee nor the application of any such rents, royalties, profits, revenue, income or other benefits to the indebtedness and other sums secured by, shall cure or waive any default or notice of default hereunder or invalidate any act done # 1046 vl 803-0001 2 SUBSTITUTED pursuant hereto or to any such notice, but shall be cumulative of all other rights and -medies. (d) All right, title and interest of Mortgagor in and to all leases now or affecting the property described in paragraphs (a) and (b) hereof, togethe therefor and all monies payable thereunder, subject, however, to the hereinabove given to Mortgagor to collect the rentals under any such assignment of any lease shall not be deemed to impose upon Mortgage or duties of Mortgagor provided in any such lease, and, Mortgagor obligations of the lessor under all such leases. Upon Mortgagee's to send to Mortgagee a rent roll including a list of all lease assignment (including copies of all leases and tenant files, if shall expire or terminate or as any new lease shall be Mortgagee in order that at all times Mortgagee shall have a c property described in paragraphs (a) and (b) hereof. M time and from time to time, to notify any lessee of the r paragraph. From time to time, upon request of Mortg to Mortgagee as additional security hereunder, by a be approved by Mortgagee, all right, title and inter now or hereafter on or affecting the Property, to payable hereunder, subject to the conditional collect the rentals under any such lease. Mo notification, financing statement or other perfect the foregoing assignment as to a ereafter on or ith all security co .Itional permission I= -se. The foregoing any of the obligations ees to fully perform all quest, Mortgagor agrees covered by the foregoing re• sted) and as any such lease de, Mortgagor shall so notify rent list of all leases affecting the gagee shall have the right, at any is of Mortgagee as provided by this ee, Mortgagor shall specifically assign strument in writing in such form as may of Mortgagor in and to any and all leases ther with all security therefor and all monies ermission hereinabove given to Mortgagor to agor shall execute and deliver to Mortgagee any ocument reasonably required by Mortgagee to such tease, (e) To the extent of the ' debtedness secured herein, all judgments, awards of damages and settlements hereafter ade as a result of or in lieu of any taking of the Property or any part thereof or interest th- -in under the power of eminent domain, or for any damage (whether caused by such takin• •r otherwise) to the Property or the improvements thereon or any part thereof or interest the -in, including any award for change of grade of streets. (f) To the exte of the indebtedness secured herein, all insurance policies covering all or any portion of the ' operty and all blueprints, plans, maps, documents, books and records relating to the Propert (g) To e extent of the indebtedness secured herein, all proceeds of the conversion, volu • ary or involuntary, of any of the foregoing into cash or liquidated claims. TO VE AND TO HOLD the above granted Property, with all the privileges and appurtena es to the same belonging to the said Mortgagee, its successors and assigns, to its and their se and behoof forever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be paid to the Ho -r of the Note the principal due under the Note, at the time and in the manner stipulated t ein, and shall pay or cause to be paid all other sums payable hereunder and all debtedness hereby secured, then, in such case, the estate, right, title and interest of the 44221046 vi 41803-0001 3 SUBSTITUTED Mortgagee in the Property shall cease, determine and become void and the gagee shall, cancel, release and discharge this Mortgage. ARTICLE ONE Mortoaoor's Covenants Mortgagor covenants and agrees with Mortgagee that: 1.1 Title. a. The Mortgagor warrants that: it has .od and marketable title to an indefeasible leasehold interest estate in the Property, ubject to no liens, charges or encumbrances other than the lien of this Mortgage, th len of junior mortgages in favor of (the "Junior Mo ge"), any encumbrances existing and recorded in the public record prior to or in connec •n with the recording of this Mortgage (collectively, the "Permitted Encumbrances"); that has good right and lawful authority to mortgage the Property in the manner and form h= ein provided; that Mortgagor has full power and authority to mortgage the Property in the manner and form herein done or intended hereafter to be done; that this Mortgage is an hall remain a valid and enforceable lien on the Property, subject only to the Permitted Enc brances which constitute senior mortgage liens, which is only that certain mortgage in fav- of the Housing Finance Authority of Miami -Dade County (Florida) (the "Issuer") as as . ned to (the "Senior Lender"), as amended, restated or odified from time to time (collectively, the "Prior Encumbrances" which does not i ude the Junior Mortgage); that Mortgagor and its successors and assigns shall warr t and defend the same and priority of this hen forever against the lawful claims and • ands of all persons whomsoever (other than the Prior Encumbrances); and, that this c- enant shall not be extinguished by any foreclosure hereof but shall run with the land. Not standing any language to the contrary contained herein, any encumbrances approved o allowed by the Senior Lender and/or the Mortgagee shall be considered a Permitted E mbrance under this Mortgage. b. •rtgagor shall maintain the property free of all security interests, liens and encumbrances, • er than Permitted Encumbrances, the security interest hereunder or any lien or encumbranc disclosed to and approved by Mortgagee in writing. The Mortgagor shall do, execute, acknowledge and deliver all and every such further cts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers a assurances as the Mortgagee shall from time to time require, for the better assuring, •nveying, assigning, transferring and confirming unto the Mortgagee the property and rig - hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortg- , or may be or may hereafter become bound to convey or assign to the Mortgagee, or for car g out the intention of facilitating the performance of the terms of this Mortgage, or for fill : , registering or recording this Mortgage and, on demand, shalt execute and deliver, and eby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may 4221046 vl 41803-0001 4 SUBSTITUTED lawfully do so, one or more financing statements, chattel mortgages or corn instruments, to evidence more effectively the lien hereof upon the Collateral. rable security d. The Mortgagor shall, upon the execution of this ortgage, the Loan Agreement dated of even date herewith between Mortgagor and Mo • agee and the Note (collectively, the "Loan Documents"), cause all recordable Loan D uments, to be filed, registered or recorded in such manner and in such places as may be r •uired by any present or future law in order to publish notice of and fully to protect the lien h. -of upon, and the interest of the Mortgagee in the Property. e. The Mortgagor shall pay for all filing, re, tration or recording fees, and all expenses incident to the preparation, execution and ackn' ledgment of this Mortgage, any mortgage supplemental hereto, any security instrument wi respect to the Collateral, and any instrument of further assurance, and all present and futur federal, state, county and municipal stamp taxes, documentary stamp taxes, intangible t• es, all other taxes, duties, imposts, assessments and other similar charges, including terest and penalties thereon, if any (collectively referred to as the "Documentary Taxe arising out of or in connection with the execution and delivery of the Note, this Mortga• any mortgage supplemental hereto, any security instrument with respect to the Collet- al or any instrument of further assurance. Mortgagor shall and hereby agrees to inde ify the Mortgagee for the full amount of all Documentary Taxes paid by the Mortgagee •r any liability (including penalties and interest, if any and Mortgagee's reasonable costs a reasonable attorneys fees related thereto) arising therefrom or with respect thereto. With.. prejudice to the survival of any other agreement of Mortgagor hereunder or under any of r Loan Document, the agreements and obligations of Mortgagor contained in this section s • I survive the payment in full of the Note. f. The Mortga• .r, so long as all or part of the indebtedness secured hereby is outstanding shall preserve in ' present form and keep in full force and effect its existence, as a legal entity under the law- of the state of its formation and shall comply with all regulations, rules, ordinances, statutes orders and decrees of any governmental authority or court applicable to the Property any part thereof. 1.2 Pe all other sums due o set forth therein. f Note. The Mortgagor shall promptly and punctually pay principal and become due pursuant to the terms of the Note, in the time and manner 1.3 .,intenance and Re air. The Mortgagor shall keep the Property in good condition and aerating order and shall not commit or permit any waste thereof. Mortgagor shall diligently ntain the Property and make any needed repairs, replacements, renewals, additions d improvements, and complete and restore promptly and in a good workmanlike mariner ortgagor shall not remove any part of the Collateral from the Property or demolish any p of the Property or materially alter any part of the Property without the prior written con t of the Mortgagee which consent shall not be unreasonably denied, conditioned or de ed. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the 4221046 vi 41803-0001 5 SUBSTITUTED Property, including the interior of any structures, at any reasonable time upon or notice and subject to right of tenants in possession. 1.4 Compliance with Laws. The Mortgagor shall comply with laws, ordinances, regulations, covenants, conditions and restrictions affecting the Pro• y or the operation thereof, and shall pay all fees or charges of any kind in connection ther- "rth. 1.5 insurance. The Mortgagor shall keep all buildings hereafter situated on the Property insured against loss or damag may reasonably be required by any senior mortgagee under the nd improvements now or y fire and other hazards as or Encumbrances. 1.6 Casualty. Mortgagor shall promptly notify ortgagee of any material loss whether covered by insurance or not. Any insurance pr► eeds shall be used to restore the Property, if such insurance proceeds, together with su other funds available to Mortgagor, are adequate for such restoration but if not, then suinsurance proceeds shall be paid to Mortgagee; provided, however, that all insurance pro eds shall be applied in accordance with the requirements of any senior mortgage under th- rior Encumbrances. Notwithstanding any other language to the contrary contained herein, , ortgagor agrees that in the event of loss or damage by fire or other casualty, Mortgagee all restore or rebuild the buildings and the improvements on the Property. 1.7 Condemnation. The Mort institution of any proceeding for the con notify Mortgagee in writing of the pend under the Prior Encumbrances, the Mortgagee to the extent of the ind proceeds of any award and any under the power of eminent thereof. Any proceeds of a c of the Property; provided, h in accordance with the re or, immediately upon obtaining knowledge of the mnation of the Property or any portion thereof, shall cy thereof. Subject to the rights of any senior lenders rtgagor hereby assigns, transfers and sets over unto the edness secured herein, all compensation, rights of action, im for damages for any of the Property taken or damaged ain or by condemnation or by sale of the Property in lieu demnation award shall be used for the restoration or rebuilding ever, that all proceeds of a condemnation award shall be applied rements of any senior mortgage under the Prior Encumbrances. 1.8 Liens a- • Encumbrances. Except as set forth herein, the Mortgagor shall not permit the creation ' any liens or encumbrances on the Property other than the lien of this Mortgage and of . Permitted Encumbrances, and shall pay when due all obligations, lawful claims or demon- _ of any person, which, if unpaid, might result in, or permit the creation of, a lien or encum' ance on the Property or on the rents, issues, income and profits arising therefrom, w- -ther such lien would be senior or subordinate hereto, including all claims of mechanics ateriaimen, laborers and others for work or labor performed, or materials or supplies nished in connection with any work done in and to the Property and the Mortgagor will do cause to be done everything necessary so that the lien of this Mortgage is fully prese d, at no cost to the Mortgagee. 1.9 Taxes and Assessments. The Mortgagor shall pay in full when due, and in any nt before any penalty or interest attaches, all general taxes and assessments, special taxes, 4221046 v i 41803-0001 6 SUBSTITUTED special assessments, water charges, sewer service charges, and all other chars against the Property and shall furnish to Mortgagee official receipts evidencing the payme hereof. 1.10 Sale of Property. a. Without the consent of Mortgagee which consent all be in Mortgagee's sole and absolute discretion, Mortgagor may not transfer all or any p of the Property or any interest (direct or indirect) in the Property. b. Any permitted or approved sale or other • position of the membership interests of the borrowing entity made strictly in compliance wi " the Mortgagor's amended and restated operating agreement shall not be deemed a transfer ' an interest in the Property. Any sales or dispositions not specifically approved in the previou- entente are prohibited. c. Any deed conveying the Property or any part thereof, shall provide that the grantee thereunder assumes all of the grantor's o igations under this Mortgage, the Note and all other instruments or agreements evidencing • securing the repayment of the Mortgage indebtedness. In the event such deed shall not •ntain such provisions, the grantee under such deed shall be deemed to assume by its quisition of the Property all the obligations established by the Loan Documents. d. Mortgagor shalt not - tI, assign, transfer or otherwise dispose of any portion of the Collateral or any interest th ein and shall not do or permit anything to be done that may impair the Collateral without the •rior consent of the Mortgagee which consent shall be in Mortgagee's sole and absolute discr ion. 1.11 Advances. If ortgagor shall fail to perform any of the covenants herein contained or contained in any ' trument constituting additional security for the Note, the Mortgagee may, without creatin' an obligation to do so, make advances on its behalf. Any and all sums so advanced shall , - a lien upon the Property and shall become secured by this Mortgage. The Mortgagor . all repay on demand all sums so advanced in its behalf with interest at the rate allowe• the Note. 1.12 • written request, sha the debt secured b the Mortgage deb or Certificates. The Mortgagor within ten (10) days from receipt of rnish a duly acknowledged written statement setting forth the amount of his Mortgage, and stating either that no set -offs or defenses exist against if any such setoffs or defenses are alleged to exist, the nature thereof. 1.1 Assignment of Rents and Leases. Subject to the Prior Encumbrances, Mortgagor = ees to execute and deliver to Mortgagee such assignments of the leases and rents appi : bte to the Property as the Mortgagee may from time to time request while this Mortgag: and the Note and indebtedness secured by this Mortgage are outstanding. In additio to the above and subject to the Prior Encumbrances, Mortgagor absolutely and unco , tionaliy assigns and transfers to Mortgagee all rents and leases relating to the Property. It is t- intention of Mortgagor to establish a present, absolute and irrevocable transfer and #' 1045 v1 03-0001 7 SUBSTITUTED assignment to Mortgagee of all rents and leases and to authorize and empow collect and receive all rents and leases without the necessity of further acti Mortgagor. Promptly upon request by Mortgagee, Mortgagor agrees to exec further assignments as Mortgagee may from time to time require. Mort intend this assignment of rents and leases to be immediately effectiv absolute present assignment and not an assignment for additional occurrence of an Event of Default, Mortgagor authorizes Mortgag compromise rents and directs each tenant of the Property to pay al Mortgagee, and Mortgagor shall, upon Mortgagor's receipt of any r total amount of such receipts to the Mortgagee. However, unti Default, Mortgagee hereby grants to Mort rents in trust for the benefit of Mortgagee and principal then due and payable under under the other Loan Documents, and operating and maintaining the Property. continuing, the rents remaining after ap agor a license to coil and to apply all ren the Note and the o pay the curr So long as lication pur retained by Mortgagor free and clear of, and relea rents under this Mortgage. From and after the occ necessity of Mortgagee entering upon and takin or by a receiver, Mortgagor's license to c.ilect shall without notice be entitled to all rents as due and unpaid. Mortgagor shall pay to entitled. At any time on or after the date and Mortgagor hereby irrevocably aut Property instructing them to pay all r delivered to each tenant personally Mortgagor shall not interfere with 1.14 Subordi which is or which may appe rights hereunder, includin to the lieri of the Prior subject to the terms of Senior Lender, Mo agreement in fay Property. .y shall ion to P to be to th ithout limitat cumbrances a e Subordination gor and Mortgag of Citibank, N.A. i t occurred and is ntence may be d from, Mortgagee's rights with respect to ence of an Event of Default and without the nd maintaining control of the Property directly, nts shall automatically terminate and Mortgagee ey become due and payable, Ind iding rents then gagee upon demand all rents to which Mortgagee is Mortgagee's demand for rents, Mort agee may give, izes Mortgagee to give, notice to al tenants of the o Mortgagee. Any such notice by Mortgagee shall be ail or by delivering such demand to ach rental unit. cooperate with Mortgagee's collection 4'f such rents. Mortgagee to on the part of and deliver such or and Mortgagee and to constitute an curity only. After the to collect, sue for and ents to, or as directed by, s from any sources, pay the e occurrence of an Event of and receive all rents, to hold all to pay the installments of interest her amounts then due and payable t costs and expenses of managing, Event of Default has ant to the preceding s or Encumbrances. Notwithstanding contrary, the lien of this Mortgage a on, Section 1.13 hereof, are subordin d this Mortgage and the other Loan nything herein d Mortgagee's to and inferior 1ocuments are greement (CRA) dated of even date herewith among e and shall be subject to a similar subordination connection with the permanent financing for the 1 Com.liance with Ot er Financin.. Mortgagor shall comply ivith any and all loan docum: is from any and all other fi ancing related to the Property. Mortg gee shall have the right, . not the obligation, to cure a default by Mortgagor under any other su h financing and to add t cost thereof to the indebtedness due under the Note. 1.16 Leases Affecting Mortgaged Property. Mortgagor shall cbmply with and e its obligations as landlord under all leases affecting the Property or any 1iiart thereof. N4221046 vi 41803-0001 8 SUBSTITUTED ARTICLE TWO Default 2.1 Events of Default. The following shall be deemed to • Events of Default hereunder: a. Failure to make any payment when due in ac the Note secured by this Mortgage, any other loan documents exe loan, or any other promissory note secured by a mortgage record b. Failure to keep or perform any of the of conditions in this Mortgage or any other mortgage recorde such failure shall have continued for a period of thirty ( failure from the Mortgagee. rdance with the terms of ted in connection with this against the Property. r material terms, covenants and gainst the Property provided that days after written notice of such c A default, Event of Default or f- ure to keep or perform any of the terms, covenants and conditions in any loan document for - y other financing relating to the Property. d. An event of default under • institution of foreclosure or other proceedings to enforce any Permitted Encumbrance or - y other mortgage or security interest, lien or encumbrance of any kind upon the Property o' -ny portion thereof. e. The Mortgagor, or ny successor or assign including, without limitation, the current owners of any interest in th roperty shall: (i) file a petition der the Federal Bankruptcy Code or any similar law, state or federal, whether now or hereaft- existing (hereafter referred to as a "Bankruptcy Proceeding"); or (ii) file an =nswer admitting insolvency or inability to pay debts, or (iii) fail • obtain a vacation or stay of any Bankruptcy Proceeding within forty- five (45) days, as herein- er provided; or Proceeding; or be the subject of an order for relief against it in any Bankruptcy (v) have a custodian or a trustee or receiver appointed for or have any court take jurisdicti- of its property, or the major part thereof, in any involuntary proceeding for the purpose of organization, arrangement, dissolution, or liquidation if such receiver or trustee shall not be di arged or if such jurisdiction relinquished, vacated or stayed on appeal or otherwise within f• -five (45) days; or k 046 vI 4I803-0001 (vi) make an assignment for the benefit of its creditors; or 9 or SUBSTITUTED (vii) admit in writing its inability to pay its debts generally as ey become due; (viii) consent to an appointment of custodian or receiv- or trustee of all of its property, or the major part thereof. 2.2 Remedies. a. Upon and after any such Event of Default, Mortgagee, by written notice given to the Mortgagor, may declare the entire principal of the •te then outstanding (if not then due and payable), and all accrued and unpaid interest thereo- all premium payable thereunder, and all other obligations of Mortgagor hereunder, to be due -nd payable immediately, and upon any such declaration the principal of the Note and said ac ed and unpaid interest shall become and be immediately due and payable, anything in the te or in this Mortgage to the contrary notwithstanding. b. Upon and after any such Ev or attorneys, may enter into and upon all or any thereof, and may exclude the Mortgagor, its a and holding the same, may use, operate, business thereof, either personally or by attorneys or receivers and upon every suc from time to time, either by purchase, Property, whereof it shall become poss of the Property, the Mortgagee m replacements and such useful alter thereon as to it may seem advisa manage and operate the Prope powers of the Mortgagor with it shall deem best, and th revenues, rents, issues, p shall for all purposes co conducting the busin alterations, additions assessments, insur as well as just a counsel, agents employed, th principal of second, t• he Mortgag of Default, the Mortgagee or by its agents art of the Property, and each and every part nts and servants wholly therefrom; and having age and control the Property and conduct the s superintendents, managers, agents, servants, ntry, the Mortgagee, at the expense of the Property, pairs or construction, may maintain and restore the sed as aforesaid, and, from time to time, at the expense make all necessary or proper repairs, renewals and Ions, additions, betterments and improvements thereto and and in every such case the Mortgagee shall have the right to and to carry on the business thereof and exercise all rights and pect thereto either in the name of the Mortgagor or otherwise as ortgagee shall be entitled to collect and receive all earnings, its and income of the Property and every part thereof, all of which titute property of the Mortgagor; and after deducting the expenses of thereof and of all maintenance, repairs, renewals, replacements, etterments and improvements and amounts necessary to pay for taxes, ce and prior or other proper charges upon the Property or any part thereof, reasonable compensation for the services of the Mortgagee its attorneys, erks, servants and other employees by it properly and reasonably engaged and ortgagee shall apply the moneys arising as aforesaid, first, to the payment of the Note and the interest thereon, when and as the same shall become payable, and payment of any other sums required to be paid by the Mortgagor under this c. Upon and after any such Event of Default, the Mortgagee shall have all of the -medies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671-689 et a S., as amended from time to time, including without limitation the right and power to sell, or 221046 vI 41803-0001 10 SUBSTITUTED otherwise dispose of the Collateral or any part thereof, and for that pur• •se may take immediate and exclusive possession of the Collateral, or any part thereof, a• : with or without judicial process, enter upon any Property on which the Collateral, or any . thereof, may be situated and remove the same therefrom without being deemed guilty of tr -pass and without liability for damages thereby occasioned, or at Mortgagee's option Mortgagshall assemble the Collateral and make it available to the Mortgagee at the place and at the ime designated in the demand. Mortgagee shall be entitled to hold, maintain, preserve a prepare the Collateral for sale. Mortgagee without removal may render the Collateral unus • e and dispose of the Collateral on the Property. To the extent permitted by law, Mortgagor pressly waives any notice of sale or other disposition of the Collateral and any other right or re edy of Mortgagee existing after default hereunder, and to the extent any such notice is require.: nd cannot be waived, Mortgagor agrees that, as it relates to, this paragraph c. only, if such otice is marked, postage prepaid, to the Mortgagor at the above address with copies of s- notice mailed in the same fashion to the president of the Mortgagor, at feast fifteen (15) d s before the time of the sale or disposition, such notice shall be deemed reasonable and - all fully satisfy any requirement for giving of said notice. d. Upon and after any h Event of Default, the Mortgagee, with or without entry, or by its agents or attorneys, insofar applicable, may: (i) sell the operty to the extent permitted and pursuant to the procedures provided by law, and all state, right, title and interest, claim and demand therein, and right of redemption thereof, a .ne or more sales as an entity or in parcels, and at such time and place upon such terms d after such terms and after such notice thereof as may be required, or Mortgage, or (ii) stitute proceedings for the complete or partial foreclosure of this (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers f. the Property and of all the earnings, revenues, rents, issues, profits and income thereof, or iv} take such steps to protect and enforce its rights whether by action, suit or proceedi, • in equity or at law for the specific performance of any covenant, condition or agreement in - Note, or in this Mortgage, or in aid of the execution of any power herein granted, or for any ectosure hereunder, or for the enforcement of any other appropriate legal or equitable r: edy or otherwise as the Mortgagee shall elect. e. The Mortgagee may adjourn from time to time any sale by it to be made under -r by virtue of this Mortgage by announcement at the time and place appointed for such sale ,r for such adjourned sale or sales; and, except as otherwise provided by any applicable pr. sion of law, the Mortgagee, without further notice or publication, other than that provided in s •-paragraph 2.2(d) above may make such sale at the time and place to which the same shall e so adjourned, #4221046 v 1 41803-0001 11 SUBSTITUTED f. Upon the completion of any sale or sales made by the M. •agee under or by virtue of this section, the Mortgagor, or an officer of any court empower • to do so, shall execute and deliver to the accepted purchaser or purchasers a good and su ' 'ent instrument, or good and sufficient instruments, conveying, assigning and transferring, all state, right, title and interest in and to the property and rights sold. The Mortgagee is hereb : ppointed the true and lawful attorney irrevocable of the Mortgagor, in its name and stea• to make all necessary conveyances, assignments, transfers and deliveries of the Property d rights so sold, and for that purpose the Mortgagee may execute all necessary instrumen of conveyance, assignment and transfer, and may substitute one or more persons with lik sower, the Mortgagor hereby ratifying and confirming all that its said attorney or such substit - or substitutes shall lawfully do by virtue hereof. This power of attorney shall be deemed to • a power coupled with an interest and not subject to revocation. Nevertheless, the Mortgago• if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by executin• nd delivering to the Mortgagee or to such purchaser or purchasers all such instruments as P -y be advisable, in the judgment of the Mortgagee, for the purpose, and as may be designate, in such request. Any such sale or sales made under or by virtue of this section whether ma. under the power of sale herein granted or under or by virtue of judicial proceedings or of a ju• , ent or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interes laim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the pro ies and rights so sold, and shall be a perpetual bar both at law and in equity against the Mo • . agor and against any and all persons claiming or who may claim the same, or any part thereo rom, through or under the Mortgagor. g. In the event of a'; sale made under or by virtue of this section (whether made under the power of sale herein nted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure d sale), the entire principal of, and interest on and other charges related thereto, the Note, ' not previously due and payable, and all other sums required to be paid by the Mortgagor pur ant to this Mortgage, immediately thereupon shall, anything in the Note or in this Mortgage to e contrary notwithstanding, become due and payable. h. The oceeds or avails of any sale made under or by virtue of this section, together with any other s which then may be held by the Mortgagee under the provisions of this section or otherwis: shall be applied as follows: First: To the payment of the costs and expenses of such sale, including reasonable comsation to the Mortgagee, its agents and counsel, and of any judicial proceedings wh- ein the same may be made, and of all expenses, liabilities and advances made or incurred by e Mortgagee under this Mortgage, together with interest at the rate for advances hereunder i ection 1.11. Second: To the payment of any other sums required to be paid by the Mortg- - •r pursuant to any provisions of this Mortgage or of the Note. Third: To the payment of the whole amount then due, owing or unpaid u •n the Note for principal and interest, with interest on the unpaid principal and accrued interest the rate specified in the Note, from and after the happening of any Event of Default described #422I046 v I 41803-0001 12 SUBSTITUTED above from the due date of any such payment of principal until the same is pal Fourth: To the payment of the surplus, if any, o the Mortgagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this the power of sale herein granted or under or by virtue of judicial pr decree of foreclosure and sale, the Mortgagee may bid for and thereof and in lieu of paying cash therefor may make settle crediting upon the indebtedness of the Mortgagor secured by after deducting therefrom the expenses of the sale and the c which the Mortgagee is authorized to deduct under this acquiring the Property, or any part thereof shall be entitl and sell the same in any manner provided by applicable ARTICLE TH s lion, whether made under eedings or of a judgment or uire the Property or any part ent for the purchase price by is Mortgage the net sales price t of the action and any other sums ortgage. The Mortgagee, upon so to hold, lease, rent, operate, manage ws. Miscellaneous Terand Conditions 3.1 Rules of Construction. W n the identity of the parties hereto or other circumstances make it appropriate, the ' .scutine gender shall include the feminine and/or neuter, plural and the singular numbe shall include the plural, The headings of each paragraph are for information and conv fence only and do not limit or construe the contents of any provision hereof. 3.2 Severability. If an term of this Mortgage, or the application thereof to any person or circumstances, shall, t- any extent, be invalid or unenforceable, the remainder of this Mortgage, or the application o -uch term to persons or circumstances other than those as to which it is invalid or unenf• eable, shall not be affected thereby, and each term of this Mortgage shall be valid and nforceable to the fullest extent permitted by law. 3.3 Successo binding not only on th and assigns. Ali "Mortgagee" shall ' -a whether or not na' ed a Interest. This Mortgage applies to, inures to the benefit of, and is arties hereto, but on their heirs, executors, administrators, successors ligations of Mortgagor hereunder are joint and several. The term n the holder and owner, including pledges, of the Note secured hereby, as Mortgagee herein. 3.4 •otices. All notices to be given pursuant to this Mortgage shall be sufficient if mailed poste prepaid, certified or registered mail, return receipt requested, to the above described :dresses of the parties hereto, or to such other address as a party may request in writing. ' y time period provided in the giving of any notice shall commence upon the date such n. e is deposited in the mail. 3.5 Modifications. This Mortgage may not be amended, modified or changed, nor shany waiver of any provision be effective, except only by an instrument in writing and 21046 v l 1R03-0001 13 SUBSTITUTED signed by the party against whom enforcement of any waiver, a -ndment, change, modification or discharge is sought. 3.6 Governing Law. This Mortgage shall be construed acco ling to and governed by the laws of the State of Florida. 3.7 Limitation of Liability. Notwithstanding any provisi hereinbefore or hereinafter set forth, from and after the date of secured by this Mortgage including the Note shall be a non-r of the Mortgagor (including, without limitation, its members, shall be limited to the interest in the Property, Collateral an in the Note and the Mortgagee shall look exclusively the from time to time be given for payment of the obli rendered against the Mortgagor under this Mortgage other security so given for satisfaction thereof. No any order or decree of specific performance shall without limitation, its members, officers, or ern successors, transferees or assigns, as the cas of this Mortgage, or any judgment, order or proceeding. or obligation to the contrary s Mortgage, the indebtedness ourse obligation and the liability fficers, or employees) hereunder all other security set forth herein or o, or to such other security as may tions hereunder, and any judgment hall be limited to the Property and any efficiency or other personal judgment nor rendered against the Mortgagor (including, yees), their heirs, personal representatives, ay be, in any action or proceeding arising out ecree rendered pursuant to any such action or 3.8 Notice and Cure. Notwit anding the foregoing, the Mortgagee hereby agrees that any cure of any default made or -ndered by the Mortgagor's investor member, Boston Capital Corporate Tax Credit Fund X A Limited Partnership, or its successors or assigns shall be deemed to be a cure by the Mo •agor and shall be accepted or rejected on the same basis as if made or tendered by Mortg. •r and of all notices which are sent to Mortgagor under the terms of this Mortgage shall alsbe sent to Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership, One Bost• Place, Boston, MA 02108, Attn: Asset Management. 1046 vl 803-0001 (Signature on Following Page] 14 SUBSTITUTED IN WITNESS WHEREOF, the said Mortgagor caused this instrume sealed as of the date first above written. Witnesses: Print: Print: 221046 vi 41803-0001 MORTGAGOR: o be signed and SJP Apartments, LLC, a orida limited liability company By: SJP Apartmen . MM, LLC, a Florida limited liability company, ' s Manager By: St. Jo CDP-BC MM, LLC, a Massachus= s limited liability company, its manager By: oston Capital Companion Limited Part rship, a Massachusetts limited pa ership, its managing member By: Boston Capital Partners 11 Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 15 SUBSTITUTED STATE OF FLORIDA COUNTY OF ) ) ss: } The foregoing instrument was acknowledged before me this 2015 by , as of Boston Capital Massachusetts corporation, the sole general partner of Boston Partnership, a Massachusetts limited partnership, the managing MM, LLC, a Massachusetts limited liability company, as the M LLC, a Florida limited liability company, as the Manager of limited liability company, on behalf of said limited liability c me or who produced as i NOTARY STAMP 221046 vl 41803-0001 day of artners II Corporation, a apital Companion Limited ember of St. John CDP-BC ager of SJP Apartments MM, JP Apartments, LLC, a Florida pany, who is personally known to ntification. Pri- or Stamp Name: ary Public, State of Florida at Large ommission No.: My Commission Expires: 16 EXHIBIT A LEGAL DESCRIPTION EAST PARCEL A parcel of land, being a portion of Lot 41, all of Lots 23 through 25 incl through 48 inclusive, ail in Block 1 of PARRY'S DIVISION of lots 3, 4 12 of Block One (1) in JAPES ADDITION TO THE CITY OF MIAMI thereof, as recorded in Plat Book B, page 163 of the Public Rec Florida, LESS that certain area lying North of the South Right-o 836, (Interstate 395) as depicted on that certain Florida Depart Way Map Section 87200-000C, Sheet 6 of 16, last revisio particularly described as follows: BEGIN a the southeast corner of said Lot 23; thence through 25 inclusive, North 89°55'48" West, 79.02 fee thence along with West line of said Lot 25 and Lots West, 265.28 feet to the South Right -of -Way line o thence along said Right -of -Way line, North 89°5 Lot 23 and Lots 41 through 48 inclusive, Sou Beginning. Said lands lying and situate in the City of M WEST PARCEL A parcel of land, being Lots 3 throu of Lots 29 through 38, all in Block of Block One (1) in Japes Additio recorded in Plat Book B, Pag together with that certain par the Public Records of Mi follows: BEGIN at the Southea 28 and along the S 13210, Page 176 aforementioned p line of said Lot corner of sal feet to the inclusive, with No West East 42 SUBSTITUTED 1ve and all of Lots 42 , 6, 7, 8, 9, 10, 11 and L., according to the Plat ds of Miami -Dade County, ay line for State Road No. ent of Transportation Right -of - October 27, 2013, being more ong the South line of said Lots 23 o the southwest corner of said Lot 25; 1 through 48 inclusive, North 00°19'30" foresaid State Road 836, (Interstate 395); 6" East, 79.47 feet to the East line of said 00°13'41" East, 265.56 feet to the Point of Miami -Dade County, Florida. 13 inclusive, Lots 26 through 28 inclusive, and a portion f Parry's Division of Lots 3, 4, 5, 6, 7, 8,9, 10, 11 and 12 o the City of Miami, Florida, according to the Plat thereof, as 163 of the Public Records of Miami -Dade County, Florida, of land described in Official Records Book 13210, Page 176, of 1-Dade County, Florida, being more particularly described as corner of said Lot 26; thence along the South line of said Lots 26, 27, line of the aforementioned parcel described in Official Records Book orth 89°55'48" West, 158.28 feet to the southwest corner of the cel; thence along with West line of the aforementioned parcel and the West through 13 inclusive, North 00°31'26" West, 326.67 feet to the Northwest of 13; thence along the North line of said Lot 13, North 89°55'33" East, 79.71 heast corner of said Lot 13; thence along the East line of said Lots 4 through 13 uth 00°25'28" East, 244.95 feet to the Southeast corner of said Lot 4; thence along line of said Lots 27 and 28, South 89°57'49" East, 29.28 feet; thence North 00°19'30" 5.00 feet to a point on the North line of said Lot 38; thence along said line 89°55'33" 0.00 feet to the Northeast comer of said Lot 38; thence along the East line of said Lots 46 v! 43-0001 17 SUBSTITUTED 29 through 38 inclusive, and the East line of said Lot 26, South 00°19'30" Est, 327. the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, Florida. 4 046 a! 03-0001 18 feet to Exhibit "H" OWNERSHIP INTEREST SJP Apartments, LLC SJP Apartments MM, LLC (.01 % membership interest) and managing member ST John CDP-BC MM, LLC 75% membership interest and managing member BCP SJP, LLC 50% membership interest and managing member Entity owned or control by Boston Capita r BCCC, Inc. (0% Special Member Interest) SUBSTITUTED oston Capital controlled entity or Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership (99.99% membership interest) St John Co' unity Development Corporat" , Inc., or its wholly owned subsidi. , 25% membership interest James R. Watson Revocable Trust 2014 50% membership interest 23 #35316967 v3 SUBSTITUTED Exhibit "F" NON-PROFIT GRANT AGREEMENT 21 SUBSTITUTED NON-PROFIT GRANT AGREEMENT THIS NON-PROFIT GRANT AGREEMENT (the "Agreement") is da day of , 2015, by and between The Urban League of Greater profit Florida corporation (the "NON-PROFIT") and the Southeast Community Redevelopment Agency, a public agency and body corpo Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA has entered into a development agree by and between the CRA and St. John Plaza Apartments, assigned by the Original Developer to SIP Apartments, L (the "Developer"); and as amended by Amendment "Development Agreement"), by and between the C development of a project consisting of not less than 9 described in the Development Agreement. as of the ami, Inc., a not for vertown/Park West e created pursuant to nt dated as of January 18, 2013, C (the "Original Developer"); as , a Florida limited liability company ated as of April , 2015 (the and Developer, with respect to the ordable rental units as more particularly B. Pursuant to the terms of the Dev - . pment Agreement, the CRA has agreed to make a grant in an amount of up to Ten Million ,+ d No/100 Dollars ($10,000,000.00) (the "CRA Contribution") to the NON-PROFIT which • • Contribution will be loaned by the NON-PROFIT to the Managing Member (or the Contro d Entity) which will loan the funds to the Developer pursuant to the terms of this Agreemen d that certain funding agreement of even date herewith (the "Funding Agreement") by d among NON-PROFIT, the CRA, Developer, , LLC, a Florida limited liability company ("Lending"), and . [OPEN — PARTY'S EXECUTING FUNDING AGREEMENT] C. In accordant with the terms of the Development Agreement, Developer has designated Lending as the ontrolled Entity to make the Loan to Developer. D. The N I -PROFIT and the CRA desire to enter into this Agreement to set forth the terms and provision •ursuant to which the CRA will snake the CRA Contribution to the NON- PROFIT and the ,N-PROFIT will loan the CRA Contribution to Lending which will loan the funds to the Dev oper. E. he CRA has determined that the making of the CRA Contribution (and thereby providing ► , ds to be loaned and available for the development of the Project) is in furtherance of its purpo of providing decent, safe, affordable and sanitary housing for persons or families of low or oderate income within the Redevelopment Area. NOW THEREFORE, for and in consideration of $10.00 and other good and valuable ideration and the covenants and agreements hereinafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. SUBSTITUTED 2. DEFINED TERMS. All defined terms utilized in this Agreembut not defined in this Agreement shall have the meaning ascribed to said terms in the Devel- .went Agreement. 3. GRANT. Subject to the satisfaction of the Conditions P cedent, as hereinafter defined, the CRA agrees to make the CRA Contribution to the -PROFIT, subject to adjustment in accordance with the terms of Section 5 of the Develop t Agreement, The CRA and the NON-PROFIT acknowledge and agree that the CRA Contrib ton is a grant and not a loan to the NON-PROFIT and that no portion of the CRA Contribution all be repaid to the CRA. 4. USE OF CRA CONTRIBUTION. The NON-P' iFIT covenants and agrees to use the CRA Contribution solely for the purpose of loaning th. RA Contribution to Lending in accordance with the terms and provisions of the Non -Profit : n Documents and the Development Agreement. Proceeds of the CRA Contribution will not • used to pay fees and expenses of the NON-PROFIT. The NON-PROFIT covenants and ag to enter into the Funding Agreement. The NON-PROFIT acknowledges and agrees that the will fund the CRA Contribution to the NON-PROFIT in accordance with the terms of thunding Agreement. The NON-PROFIT covenants and agrees to not unreasonably withhol • consent to the terms and provisions of the Funding Agreement. None of the proceeds of the CRA Co - ibution to the NON-PROFIT or any proceeds of the repayment of the Non -Profit Loan to Len ' g will be allocated for federal income tax purposes by the NON-PROFIT to the direct or indir t payment of any debt service on any obligation the interest payable on which is excluded gross income for federal income tax purposes. In connection with the disbursement by t NON-PROFIT of any part of the proceeds of the CRA Contribution to Lending pursuant to e Non -Profit Loan or of any part of the proceeds of any repayment of the Non -Profit Loan, e NON-PROFIT will obtain the agreement of Lending or other recipient of such funds, as t case may be, to the effect that (i) none of the proceeds of the CRA Contribution to Lending o, ether recipient, as the case may be, pursuant to the Non -Profit Loan or of any part of the proc: •s of any repayment of the Non -Profit Loan will be allocated for federal income tax purposes • , such recipient to the direct or indirect payment of any debt service on any obligation the intere' payable on which is excluded from gross income for federal income tax purposes, and (ii) th • such recipient will obtain a similar agreement from any subsequent recipient of any such pre eds. 5. TERI OF LOAN TO THE DEVELOPER. The NON-PROFIT covenants and agrees to loan to L ding the CRA Contribution (the "Non -Profit Loan") in accordance with the terms and provisi s of the loan documents substantially in the form of the documents attached as Exhibit "A" att ed hereto and made a part hereof (the "Non -Profit Loan Documents"). Lending will loan the oceeds of the Non -Profit Loan to the Developer (the "GP Loan") in accordance with the to s and provisions of the loan documents substantially in the form of Exhibit "B" attached h eto and made a part hereof (the "GP Loan Documents"). REPAYMENT OF THE LOAN. In the event Lending repays all or any portion of the N' -Profit Loan to the NON-PROFIT, the NON-PROFIT covenants and agrees to utilize any suc' oney to establish a micro lending program to support affordable housing located in the R= • evelopment Area. In addition, if Lending returns a portion of the Non -Profit Loan pursuant to ction 5.3 of the Development Agreement, or the Non -Profit Loan is not fully disbursed and is 2 SUBSTITUTED reduced pursuant to Section 5.3, the NON-PROFIT covenants and agrees to utili to establish a micro lending program to support affordable housing located i Area. any such money e Redevelopment 7. CONDITIONS PRECEDENT. The obligation of the ' ' to make the CRA Contribution to the NON-PROFIT is subject to the satisfaction or .'ver of the following conditions precedent (the "Conditions Precedent"): a. All of the CRA Conditions Precedent s forth in Section 9.1 of the Development Agreement have either bee{ .atisfied or waived by the CRA. b. The closing of the transaction co emplated by the Development Agreement shall be consummated si ' ltaneously with the funding of the CRA Contribution. c. The NON-PROFIT has execute e Funding Agreement. d. Lending and the NON-PRIT have executed the Non -Profit Loan Documents in substantially e form attached hereto. e. Lending and the Devel substantially the form er have executed the GP Loan Documents in ched hereto. f. The representation and warranties of the NON-PROFIT contained in Section 10 hereof all be true and correct on the date of such funding. In the event the Conditions P edent are not satisfied or waived by the CRA on or before the Closing Date, the CRA may ei r (i) terminate this Agreement, in which event the parties shall be released from all further ' .ligations under this Agreement, or (ii) waive the conditions and proceed in accordance with s Agreement. 8. FUNDING 0' HE CRA CONTRIBUTION. The CRA covenants and agrees to fund the CRA Contribution the NON-PROFIT on a requisition basis as provided in the Funding Agreerent. 9. REPRE NTATIONS OF THE CRA. The CRA makes the following representations: The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry out its business as presently conducted by the CRA and perform its obligations under this Agreement. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or the CRA's properties may be bound or affected. 3 SUBSTITUTED c. This Agreement constitutes the valid and binding obligatio of the CRA enforceable against the CRA in accordance with its to s, subject to bankruptcy, insolvency and other similar laws affect' g the rights of creditors generally. 10. REPRESENTATIONS OF THE NON-PROFIT. The NO -PROFIT makes the following representations: a. The NON-PROFIT is a corporation duly orgized and validly existing under the laws of the State of Florida and h . full power and capacity to carry out its businesses as currently co cted and to enter into the transactions contemplated by this A ement, the Non -Profit Loan Documents and the Funding Agreemen b. The execution, delivery and perform ce of this Agreement, the Non -Profit Loan Documents and the Funding _ Bement have been duly authorized by all necessary corporate actions , d do not and shall not conflict with or constitute a default under any ' venture, agreement or instrument to which it is a party or by which it m. be bound or affected. c. The NON-PROFIT (i) is - organization described in Section 501(c)(3) of the Code, (ii) has recei d a letter or other notification from the Internal Revenue Service to effect and such letter or other notification has not been modified, lint' d or revoked, (iii) is in compliance with all terms, conditions and 1' nations, if any, contained in such letter or other notification, it b g expressly represented that the facts and circumstances which form th, •asis of such letter or other notification as represented to the Internal : venue Service continue to exist, (iv) is exempt from federal income t. . under Section 501(a) of the Code and (v) is not controlled in any way the Developer, the CRA, the City of Miami, Florida, Miami - Dade ♦ aunty, Florida, or the State of Florida within the meaning of Treas Regulation § 1.150-1(b). The receipt of the CRA Contribution and e making of the Non -Profit Loan in accordance with the terms of the N-Profit Loan Documents are in furtherance of the charitable purpose of e NON-PROFIT, and do not constitute an unrelated trade or business ithin the meaning of Section 513 of the Code or a prohibited transaction within the meaning of Section 503 of the Code. The NON-PROFIT has all requisite power and authority necessary to own, lease and operate its properties, to carry on its activities as now conducted and as presently proposed to be conducted and is, or will be, duly authorized to operate and loan the proceeds, under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof. e. Neither the execution and delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the 4 SUBSTITUTED NON-PROFIT is a party or the consurnmatio of the transactions contemplated thereby nor the fulfillment of o compliance with the provisions of any of the other documents co ' mplated thereby, will conflict with or result in a breach of or consti e a default by the NON- PROFIT under any applicable law or ordinof the State of Florida or any applicable political subdivision there. or of the NON-PROFIT's articles of incorporation or bylaws, or . A. corporate restriction or any agreement or instrument to which the NO -PROFIT is a party or by which it is bound, or result in the creation or i . position of any lien of any nature upon any of the property of the NON- ' OFIT under the terms of any such law, ordinance, articles of incorpor on or bylaws, restriction, agreement or instrument except as permitte• by this Agreement and the Funding Agreement. f. The NON-PROFIT covenant into any agreement which status and shall conduct it standards necessary to organization within th successor provisions it (i) shall not perform any act or enter uld adversely affect its federal income tax perations in the manner which conforms to the qualify the NON-PROFIT as a charitable eaning of Section 501(c)(3) of the Code or any federal income tax law. g. The NON-PROFI ' does not anticipate or have any intention or obligation to make any rep • ents to the CRA for repayment of the CRA Contribution except as pros,' d in this Agreement. h. Proceeds of e CRA Contribution will not be used to pay fees and expenses of the NO -PROFIT. This eement constitutes the valid and binding obligation of the NON - PRO enforceable against the NON-PROFIT in accordance with its to - ., subject to bankruptcy, insolvency and other similar laws affecting ights of creditors generally. 11. ASSI s ABILITY. The rights and obligations under this Agreement may not be assigned by the NO PROFIT without prior written approval of the CRA, which may be granted or withheld in the .le discretion of the CRA. 12. OTICES. Any notices required or permitted to be given under this Agreement shall be in ng and shall be deemed to have been given if delivered by hand, sent by recognized overnight rier (such as Federal Express), sent by fax and another method provided herein or mailed b ertified or registered mail, return receipt requested, in a postage prepaid envelope, and address . as follows: If to NON-PROFIT: The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue 5 SUBSTITUTED Miami, FL 33147 Attention: Oliver L. Gross Fax: 305-696-4450 With a copy to: John Little, Esq. 963 NE 153 Street Miami, FL 33162 johnlittle001®gmail.com Notice and notices date delive If to CRA: SOUTHEAST OVERTOWN / PARK WE COMMUNITY REDEVELOPMENT A NCY Attention: Clarence E. Woods, III, Exe• tive Director 819 NW 2id Avenue, 3rd Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-779 And with a cop to: Staff Couns Southeast .vertown/Park West Comm Redevelopment Agency 819 N 2nd Avenue, 3r1 Floor Mi•. FL 33136 F 305-679-6836 ersonally delivered or sent by fax shall be deemed given on the date of delivery 'led in accordance with the foregoing shall be deemed given upon receipt or the is refused. MISCELLANEOUS. a. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. Both parties to this Agreement have participated fully in the negotiation and 6 SUBSTITUTED preparation hereof, and, accordingly, this Agreement shnot be more strictly construed against either of the parties hereto. b. In the event any term or provision of this Agreeme • is determined by appropriate judicial authority to be illegal or o • se invalid, such provision shall be given its nearest legal meaning o •e construed as deleted as such authority determines, and the remainder + this Agreement shall be construed to be in full force and effect, c. In the event of any litigation between the p. ies under this Agreement, the prevailing party shall be entitled to re- able attorney's fees and court costs at all trial and appellate levels. d. In construing this Agreement, the si lar shall be held to include the plural, the plural shall be held to include e singular, the use of any gender shall be held to include every other • all genders, and captions and Paragraph headings shall be disregarded. e. f. g• h. All of the exhibits attached a part of, this Agreement Time shall be of the e - nee This Agreement County. The "Effecti NON -PR S T and the CRA. this Agreement are incorporated in, and made for each and every provision of this Agreement. not be recorded in the Public Records of Miami -Dade Date" shall mean the date this Agreement is last executed by IN WITNESS 'HEREOF, the parties hereto have executed this Agreement as of the date and year first above 'tten. CRA: SOUTHE . T OVERTOWN / PARK WEST COMM ITY REDEVELOPMENT AGENCY By Clarence E. Woods, III, Executive Director 7 SUBSTITUTED ATTEST: Todd Hannon, Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA NON-PROFIT: The Urban League of Greater Miami, Inc. By: Name: Title: 8 #35214756 v2 SUBSTITUTED Exhibit "G" Non -Profit Loan Documents and MM Loan D• uments 22 SUBSTITUTED PROMISSORY NOTE S 10,000,000 , 2015 Miami, Florida FOR VALUE RECEIVED, the undersigned, , a Florida limited ("Maker") having an address of 3 1 West Flagler Street, Suite 313, Miami, FL 33130, promises to pay to the order of The Urb. League of Greater Miami, Inc., a Florida non-profit corporation, together with any other hold= ereof ("Holder"), at 8500 NW 251h Avenue, Miami, Florida 33147, or such other place as Ho - r may from time to time designate in writing, the principal sum of TEN MILLION and NO/ 0 DOLLARS (U.S. S10,000,000) (the "Principal") or so much thereof as may be advance • ereunder, plus interest, if any, on the outstanding principal balance at the rate set forth in th ext paragraph ("Interest or Interest Rate"), to be paid in lawful money of the United States of erica in accordance with the terms of this Promissory Note (the "Note"). The term of this Note is seventee and one half (17.5) years and shall end on , 203„ _ (the "Maturity Dat . Before the Maturity Date no payments of principal or interest will be made. Interest shall not a e or be payable under this Note. In the event that on the Maturity Date, there is not then a curre , uncured and properly issued and outstanding notice of default given by the Southeast Overto Park West Community Redevelopment Agency (the "CRA") or its successor or assign agai SJP Apartments, LLC, a Florida limited liability company (the "Owner") or its successor or assi under that certain Restrictive Covenant Agreement dated of even date herewith between the 0 - r and the CRA, the Principal, any outstanding Interest and any other amounts outstanding under is Note shall be deemed to be forgiven on the Maturity Date, this Note shall terminate and be dee e d cancelled, and the Holder shall execute any documents requested by the Maker to evidence sue forgiveness. Notwithstanding anything else set forth above, as a condition to the amount ow- *y Maker hereunder being forgiven by Holder, Maker shall covenant and agree to use an amoun -qual to the Principal of this Note, within one (1) year of the date of the forgiveness of this Note, " . r the fostering of affordable housing in Miami -Dade County, Florida, for a minimum of ten (10) -ars, which shall be defined as developing through an affiliate of Maker or investing, loaning o granting funds to an affiliate of Maker or a third -party to further the development, build g or rehabilitation of either rental or for -sale housing (or improvements related thereto) in Miami i ade County in connection with developments which serve primarily persons or families earnin • o more than 80% of area median income. The ' incipal of this Note shall be advanced from time to time pursuant to the terms of that certain Fu ing Agreement (the "Funding Agreement") dated as of , 2015 by and among the Own: , Maker, Holder, the CRA, [insert first lender/bond purchaser name], [insert trustee/fiscal agent name] and Boston Capital Corporate Tax s edit Fund XL, A Limited Partnership ("Maker's Investor Member"). The terms of the Fun ng Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January 18, 2013, y and between the CRA and St. John Plaza Apartments, LLC, as the predecessor -in -interest to #4220284 v1 41803-0005 1 SUBSTITUTED Owner ( the "Development Agreement"), Maker shall within thirty (30) day . f demand by Holder or the CRA repay to Holder the amount of any excess of sources over uses eluding, a fully -funded developer fee not in excess of the limits set forth in Section 5.2 of the D elopment Agreement) as determined in accordance with 5.3 of the Development Agreem • , the terms of which are incorporated herein by reference and made a part hereof. Upon the execution of this Note, the Maker shall pay the • • lder One Hundred Twenty -Five Thousand Dollars ($125,000) as a fee in connection with the ing of the loan evidenced by this Note. The payment of the above fee shall not be considere . partial repayment of the Principal owing under this Note. This Note and all other agreements, instruments 1 documents, delivered in connection with this Note are collectively referred to as the "Loan Do ents." This Note has been executed and delivered the laws of, the State of Florida, as amended, ex United States of America. , and is to be governed by and construed under t as modified by the laws and regulations of the Maker shall have no obligation to p. nterest or payments in the nature of interest in excess of the maximum rate of interest allowed t. •e contracted for by law, as changed from time to time, applicable to this Note (the "Maximum ; . te"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be cred d as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the ' : ebtedness and other obligations evidenced by this Note have been paid in full, returned to Mak together with interest at the same rate as was paid by Maker during such period. Any Excess , um credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate v. es from time to time and from time to time there may be no specific maximum rate. Holder may, thout such action constituting a breach of any obligations to Maker, seek judicial determination the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to er. Time is of the - ence. In the event that this Note is collected by law or through attorneys at law, or under their • vice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorne fees, whether or not suit is brought, and whether incurred in connection with collection, trial, . • -al, bankruptcy or other creditors proceedings or otherwise. This e may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial p. ents or payments marked "payment in full" or "in satisfaction" or words to similar effect shof affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder t •ursue all remedies available toit under the Loan Documents. Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any . ayment when due in accordance with the terms of this Note; and (b) failure to keep or perform of the other material terms, covenants and conditions in this Note provided that such failure shall ve continued for a period of thirty (30) days after written notice of such failure from the Holder. #4220284 v! 41803-0001 2 SUBSTITUTED Upon an Event of Default hereunder, the Holder shall have all of th -medies set forth in this Note. The remedies of Holder shall be cumulative and concurrent, and y be pursued singularly, successively or together, at the sole discretion of Holder, and may be e rcised as often as occasion therefor shall arise. No action or omission of Holder, including spec' ally any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be • aiver or release of the same, such waiver or release to be effected only through a written doc ' nt executed by Holder and then only to the extent specifically recited therein. A waiver or rel _ - with reference to any one event shall not be construed as continuing or as constituting a course ' dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy . s to a subsequent event. Any notices required or permitted to be given pu shall be deemed to have been given if delivered by hand as Federal Express), sent by fax and another metho registered mail, return receipt requested, in a postag If to HOLDER: ant to this Note shall be in writing and nt by recognized overnight courier (such rovided herein or mailed by certified or repaid envelope, and addressed as follows: The Urban League of ater Miami, Inc. 8500 NW 25th Aven Miami, FL 33147 Attention: Oliver . Gross Fax: 305-696-40 With a copy to: John Littl sq. 963 NE .3 Street Miami . L 33162 johnlle001 a}gmail.com If to MA R: 340 West Flagler Street Suite 313 Miami, FL 33130 Attn: James Watson Not - s personally delivered or sent by fax shall be deemed given on the date of delivery and notices m ed in accordance with the foregoing shall be deemed given upon receipt or the date delivery . refused. he term "other person liable for payment of this Note" shall include any endorser, guarantor, sur- ; or other person now or subsequently primarily or secondarily liable for the payment of this N• , whether by signing this Note or any other instrument. 220284 vi 803.0001 3 SUBSTITUTED Whenever the context so requires, the neutral gender includes the fe as the case may be, and the singular number includes the plural, and the p singular. Maker and any other person liable for the payment of this expressly waive any valuation and appraisal, presentment, demand affiliated entities or related parties, notice of dishonor, protest, no notice of default or delinquency, notice of acceleration, notice o thereon; notice of late charges, all other forms of notice whats taking any action to collect any sums owing under this Note or interests in or to properties securing payment of this No to time and without notice to any of them or demand, (i) all payments, (ii) release, exchange, add to or substitut and/or (iii) release Maker (or any co -maker) or any without in any way modifying, altering, releasing, a lien of any security instrument; and (c) agree tha against any of them, shall not be required first t against Maker (or any co -maker) or against attempt to realize on any collateral for this BY EXECUTING THIS NO INTENTIONALLY WAIVES ITS SUCCESSORS OR PERSONAL ANY ACTION, PROCEEDING OR OTHERWISE, AND WH CROSSCLAIM, COUNTER ON, ARISING OUT OF, OTHER INSTRUMENT CONNECTION HERE MODIFICATION 0 ADVANCE THERE HOLDER'S EXTE HOLDER'S RIG MANUALLY S ine and/or masculine, al number includes the ote respectively, hereby (a) r payment, defenses related to of nonpayment and/or protest, osts, expenses or losses and interest er, and diligence in collection or in in proceeding against any of the rights , (b) consent that Holder may, from time end, rearrange, renew or postpone any or l or any part of the collateral for this Note, her person liable for payment of this Note, ting or limiting their respective liability or the older, in order to enforce payment of this Note nstitute any suit or to exhaust any of its remedies other person liable for payment of this Note or to te. , MAKER KNOWINGLY, VOLUNTARILY AND GHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, PRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN R SUIT, WHETHER ARISING IN CONTRACT, TORT ER ASSERTED BY WAY OF COMPLAINT, ANSWER, AIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED DER OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT OR AGREEMENT TO BE EXECUTED IN TH OR WITH THE INDEBTEDNESS OR THE RENEWAL, XTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR INC CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF S HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND NED ON HOLDER'S BEHALF. Make : cknowledges that the above paragraph has been expressly bargained for by Holder as part of the saction with Maker and that, but for Maker's agreement, Holder would not have agreed to nd the Maker the Principal on the terms and at the Interest Rate. is Note arises out of or is given to secure the financing of housing under Part V of Chapter 420 • e Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes. M • er shall pay any and all present and future documentary stamp taxes, intangible taxes, and other si filar charges, including interest and penalties thereon, if any (collectively referred to as the ocumentary Taxes") which arise in connection with this Note or any other Loan Document. aker shall and hereby agrees to indemnify the Holder for the full amount of all Documentary Taxes 84220284 vi 41803-0001 SUBSTITUTED paid by the Holder or any liability (including penalties and interest, if y and Holder's reasonable costs and reasonable attorneys fees related thereto) arising there +m or with respect thereto. Without prejudice to the survival of any other agreement of Mak= hereunder or under any other Loan Document, the agreements and obligations of Maker contai d in this section shall survive the payment in full of this Note. #4220284 vl 41803-0001 [Signature on Following P 5 SUBSTITUTED WHEREFORE, Maker has executed this Note as of the first dat entioned above. 4220284 vl 41803-0001 6 MAKER: By: Name: Title: , a Florida SUBSTITUTED LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made effective as of the day of 2015, between , a Florida (" der"), whose address is 340 West Flagler Street, Suite 313, Miami, Florida 33130 and SJP APA t MENTS, LLC, a Florida limited liability company ("Borrower") whose address is c/o BCP SJP, L , One Boston Place, Boston, MA 02108 Attn: Asset Management, under the following circums . s: A. Borrower is developing an affordable housin : partment complex to be known as St. John Plaza Apartments (the "Project") on certain I. d located in Miami -Dade County, Florida (the "Property"). B. In connection with the Project, B ower has requested that Lender loan Borrower the sum of $10,000,000 (the "Loan"). C. Lender and Borrower desire to ter into this Agreement to set forth the terms of the Loan to Borrower. NOW, THEREFORE, in consideration receipt and sufficiency of which is hereby ac the above and for other valuable consideration, the wledged, the parties agree as follows: Section 1. Loan/Promisso Note ender shall loan to Borrower the sum of $10,000,000. Borrower shall execute and deliver to Le ' er a non -recourse promissory note in the principal amount of S 10,000,000 (the "Note"). The Note s bear interest at the rate set forth in the Note [and provide for payments from Borrower's net ca flow from the Project pursuant to the terms of Borrower's Amended and Restated Operati Agreement dated as of 2015 (the "Operating Agreement")] fnote: not needef interest rate is zero because no interest will be duel. The Note shall mature on the date set fo in the Note (the "Maturity Date"). Section 2. Security. • s security for the repayment of the Note, Borrower shall grant Lender a mortgage on the Project "Mortgage" together with the Note and this Agreement, collectively the "Loan Documents"). Section 3. with, and the legal applicable to ag icable Law and Jurisdiction. This Agreement shall be construed in accordance ations between the parties shall be governed by, the laws of the State of Florida as ments executed and fully performed within the State of Florida. Sect i - 4. Additional Provisions 4.1 B ower and Lender each agree to provide copies of any notices delivered under the Loan ocuments to Investor Member (as defined in the Operating Agreement) at the following address: Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management #4221517 vl 41803-0001 With a copy to: Nixon Peabody, LLP 100 Summer Street Boston, MA 02110 Attn: John Condon 4.2. CURE Notwithstanding anything to the contrary contained shall have the right, but not the obligation, to cure any defau and Lender agrees to accept cures tendered by Investor monetary default under the Loan Documents, Lender sh monetary default, and Investor Member shall have ten monetary default to cure such monetary default; and ( the Loan Documents, Lender shall notify Investor Investor Member shall have 30 days after the recei such default. Lender agrees that the Loan Docu expiration of all contractual notice and cure p 4.3. TRANSFERS; AMENDMENTS Notwithstanding anything to the c shall be permitted to remove the man Agreement without the consent of Le Borrower in accordance with the t (each, a "Permitted Transfer"), Document, (d) Lender shall not Permitted Transfer and (e) the Permitted Transfer without t SUBSTITUTED e Loan Documents, Investor Member of Borrower under any Loan Document, mber as follows: (a) with respect to any notify Investor Member in writing of such ) days after the receipt of said notice of such with respect to any nonmonetary default under ber in writing of such nonmonetary- default, and of such notice of such nonmonetary default to cure ents will not be considered to be in default until the ads provided to Borrower and Investor Member. OPERATING AGREEMENT teary contained in any Loan Document, (a) Investor Member er of Borrower for cause in accordance with the Operating er, and (b) Investor Member may transfer its member interests in s of the Operating Agreement without the consent of Lender no Permitted Transfer shall cause a default under any Loan eive any fee or other amounts from Borrower in connection with a rating Agreement may be amended or modified in connection with a prior written consent of Lender. 4.4. SUBORDINATI ' TO EXTENDED USE AGREEMENT Notwithstandin agrees that (a) the Pro the recordation of th Loan Documents subordinate to th "Extended Us agreement or and conditi Section 4 any provision contrary in any Loan Document, Lender acknowledges and rty is or will be subject to an Extended Use Agreement (as defined below), (b) xtended Use Agreement against the Property is permitted under the terms of the d (c) the lien of the Mortgage, and the terms and provision thereof, shall be xtended Use Agreement, regardless of the order of recording of either document. Agreement" means the extended low-income housing commitment, regulatory strictive covenants executed or to be executed by Borrower setting forth certain terms s under which the Property is to be operated and which shall meet the requirements of )(6)(B) of the Internal Revenue Code of 1986, as amended. 4.5. 0 CROSS -DEFAULT; NO. CROSS-COLLATERALIZATION PI Notwithstanding anything to the contrary contained in any Loan Document, (a) any collateral ged by Borrower to Lender shall only secure the Borrower's obligations set forth in the Mortgage a 1517 v1 03-0001 2 SUBSTITUTED (the "Obligations") and shall not secure any other indebtedness or obligations Borrower, and (b) Lender shall apply proceeds from any collateral pledged to only against the Obligations and not against any other indebtedness or obliga 4.6. STANDSTILL: Except as set forth herein, for a period of seventeen (I7) y shall not (i) exercise any other foreclosure and enforcement rights o Note, including, but not limited to, collecting rents, appointing receiver or exercising any other such rights or remedies hereunder commencing any bankruptcy reorganization arrangement, inso respect to Borrower. Notwithstanding any other language con the sums due under the Note and pursue all rights and rem default under the Loan Documents or under any other Pro' Section 5. Miscellaneous, ed to Lender by ure the Obligations ns owed -to Lender. from the date hereof, Lender emedies it inay have under the seeking the appointment of) a d (ii) join with any other creditor in ncy or liquidation proceedings with ned herein, the Lender may accelerate es hereunder in the event of Borrower's ct financing. 5.1 No provisions of this Agreement tha ay be determined to be unenforceable shall in any way invalidate any other provision, all of which . I remain in full force and effect. 5.2 The captions used in this Agre ent are inserted for reference purposes only and shall not affect the interpretation or meaning of t Agreement. 5.3 This Agreement contains . e entire agreement between the parties and supersedes all prior oral and/or written agreements of e parties with respect to the subject matter of this Agreement. No provisions of this Agreement m. .e altered or modified unless by written instrument signed by both parties. 5.4 This Agreement ay be signed in any number of counterparts each of which will be deemed to be an original and . of which taken together will constitute one and the same instrument. Faxed or pdf email signature 11 be enforceable as originals against the party delivering such faxed or pdf email signature. 221517 v1 803-000 b [Signature on Following Page] 3 SUBSTITUTED IN WITNESS WHEREOF the parties hereto have duly executed and del' 'eyed this Agreement on the day and year first above written. 4221517 v 1 41803-0001 LENDER: By: Name: Title: Borrow SJP co lorida artments, LLC, a Florida limited liability any y: SJP Apartments MM, LLC, a Florida limited lability company, its Manager By: St. John CDP-BC MM, LLC, a Massachusetts limited liability company, its manager By: Boston Capital Companion Limited Partnership, a Massachusetts limited partnership, its managing member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 4 PROMISSORY NOTE (Re -Loan) $10,000,000 SUBSTITUTED , 2015 Miami, Florida FOR VALUE RECEIVED, the undersigned, SJP APARTME S, LLC, a Florida limited liability company ("Maker"), promises to pay to the order of , a Florida , together with any other holder hereof ("Hold = ), at 340 West Flagler Street, Suite 313, Miami, FL 33130, or such other place as Holder ma om time to time designate in writing, the principal sum of TEN MILLION and NO/100 DLARS (U.S. $10,000,000) (the "Principal") or so much thereof as may be advanced here - r, plus interest on the outstanding principal balance at the rate set forth in the next paragraph (" , terest or Interest Rate"), to be paid in lawful money ofthe United States of America in accord- - with the terms of this Promissory Note (the "Note"). The term of this Note is thirty (30) years and all end on , 2045 (the "Maturity Date"). Interest shall accrue at the annual interes :to of percent ( %). The Principal, any outstanding Interest and any other amounts • standing under this Note shall be due and payable on the Maturity Date. The Principal of this Note shall be : vanced from time to time pursuant to the terms of that certain Funding Agreement (the "Fundi Agreement") dated as of , 2015 by and among the Maker, Holder, [i ert conduit lender name], [insert first lender /bond purchaser mel, the Southeast Overtown/Park West Community Redevelopment Agency (the ` RA"), The Urban League of Greater Miami, Inc., [ins trustee/fiscal agent name] and Boston Capital Corporate Tax Credit Fund XL, A Limited P. nership ("Maker's Investor Member"). The terms of the Funding Agreement are incorporated erein by reference and made a part hereof. To the extent req ed by Section 5.3 ofthe Development Agreement dated January 18, 2013, by and between the C and St. John Plaza Apartments, LLC, a Florida limited liability company, the predecessor-in-i rest to Maker (the "Development Agreement"), Maker shall within thirty (30) days of demand by older or the CRA repay to Holder the amount of any excess of sources over uses (including, a ful funded developer fee not in excess of the limits set forth in Section 5.2 of the Development eement) as determined in accordance with 5.3 ofthe Development Agreement, the terms of whi • are incorporated herein by reference and made a part hereof. T s Note is secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases e "Mortgage") encumbering certain real property located in Miami -Dade County, Florida (the " remises"). Maker and Holder have executed that certain Loan Agreement of even date her ith (the "Loan Agreement"). The Loan Agreement, the Mortgage, this Note and all other a• -ements, instruments and documents delivered in connection this Note securing the Holder's ligations are collectively referred to as the "Loan Documents." 44220290 vi 41803-0001 SUBSTITUTED This Note has been executed and delivered in, and is to be governed by and the laws of, the State of Florida, as amended, except as modified by the laws and United States of America. Maker shall have no obligation to pay interest or payments in the nat of the maximum rate of interest allowed to be contracted for by law, as c applicable to this Note (the "Maximum Rate"). Any interest in excess of Maker ("Excess Sum") shall be credited as a payment of principal writing, returned to Maker, or, if the indebtedness and other obligati been paid in full, retumed to Maker together with interest at the during such period. Any Excess Sum credited to Principal sha Holder. The Maximum Rate varies from time to time and fro maximum rate, Holder may, without such action constitutin seek judicial determination of the Maximum Rate of inter proposed excess sum to Maker. The "Default Interest Rate" and, in the eve Maximum Rate shall be eighteen percent (18%) p Loan Documents not paid when due (at maturity at the Default Interest Rate from the due date this Note is collected by law or through atto alI reasonable costs of collection, includin and whether incurred in connection wi proceedings or otherwise. Holder shall to be immediately due and payable in when due any payment of Principa upon the occurrence of an Eve applicable cure periods, purs securing or guarantying pay or to any other person liab waived. nstrued under gulations of the e of interest in excess ged from time to time, e Maximum Rate paid by r, if Maker so requests in s evidenced by this Note have me rate as was paid by Maker e credited as of the date paid to me to time there may be no specific breach of any obligations to Maker, , and its obligation to pay or credit any o specific maximum rate is applicable, the annum. Any payment under this Note or the on acceleration or otherwise) shall bear interest it paid. Time is of the essence. In the event that •s at law, or under their advice, Maker agrees, to pay asonable attorneys' fees, whether or not suit is brought, collection, trial, appeal, bankruptcy or other creditors ve the right to declare the total unpaid balance of this Note vance of the Maturity Date upon the failure of Maker to pay r Interest or other amount due under the Loan Documents; or of Default, which is not cured prior to the expiration of any t to any other Loan Documents now or hereafter evidencing, of this Note. Exercise of this right shall be without notice to Maker for payment hereof, notice of such exercise being hereby expressly This Note ma .e paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments payments marked "payment in full" or "in satisfaction" or words to similar effect shall not a ' ct the duty of Maker to pay all obligations due, and shall not affect the right of Holder to purs a remedies available to it under the Loan Documents. Any the following shall be deemed to be an Event of Default hereunder: (a) failure to make any paym when due in accordance with the terms of this Note; (b) failure to keep or perform any of the o - r material terms, covenants and conditions in this Note or in the other Loan Documents provi • : that such failure shall have continued for a period of thirty (30) days after written notice of suc •ilure from the Holder; and (c) a default, an Event of Default or failure to keep or perform any of e terms, covenants and conditions in any note or mortgage or other financing document executed the Borrower, including but not limited to any notes and mortgages executed by Borrower in favor t14220290 v l 41803-0001 2 SUBSTITUTED of the Housing Finance Authority of Miami -Dade County, Florida (the "Issuer' and Miami -Dade County. Upon an Event of Default hereunder, the Holder shall have all of th Mortgage. The remedies of Holder shall be cumulative and concurr singularly, successively or together, at the sole discretion of Holder, an occasion therefor shall arise. No action or omission of Holder, inclu exercise or forbearance in the exercise of any remedy, shall be dee the same, such waiver or release to be effected only through a wri and then only to the extent specifically recited therein. A waive event shall not be construed as continuing or as constitutin construed as a bar to, or as a waiver or release of, any subs Notwithstanding anything contained in this Note (17) years from the date of this Note, or ii) until such company, as defined in the Operating Agreement commence foreclosure proceedings with respect remedies it may have under the said Loan Doc sums due under this Note, collecting rents, ap exercising any other rights or remedies here any bankruptcy reorganization arrangeme Maker. Any notice to be given or to required or otherwise, shall be giv in the manner permitted in the Mortgage. emedies set forth in the t, and may be pursued y be exercised as often as g specifically any failure to d to be a waiver or release of n document executed by Holder release with reference to any one course of dealing, nor shall it be ent remedy as to a subsequent event. the contrary for i) a period of seventeen me as Maker's Investor Member exits the hichever occurs first, Holder shall not (i) the Premises or exercise any other rights or ents, including, but not limited to, accelerating ting (or seeking the appointment of) a receiver or er and (ii) join with any other creditor in commencing insolvency or liquidation proceedings with respect to The term "other person surety or other person now or Note, whether by signing This Note shall members shall have evidenced by this N Holder's sole rem foreclosure and t but shall not in to obtain a d erved upon any party in connection with this Note, whether le for payment of this Note" shall include any endorser, guarantor, bsequently primarily or secondarily liable for the payment of this Note or any other instrument. a non -recourse promissory note and neither the Maker, nor any of its personal liability for the payment of any portion of the indebtedness , and in the event of an Event of Default by the Maker under this Note, the shall be limited to exercising its rights under the Loan Documents, including exercise of the power of sale or other rights granted under the Loan Documents, de a right to proceed directly against the Maker, or any of its members, or the right ciency judgment after foreclosure against the Maker or any of its members. T . indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prio .ayment in full of all amounts then due and payable (including, but not limited to, all amou ' due and payable by virtue of any default or acceleration or upon maturity) with respect to the • : ebtedness evidenced by a promissory note (as amended, supplemented, amended and restated or herwise modified from time to time, the "Senior Note"), dated 2015, in the ginal maximum principal amount of $ , executed by Maker and payable to [insert lender or trustee name, as applicable] as assignee of the Issuer, to the #4220290 v1 41803-000i 3 SUBSTITUTED extent and in the manner provided in that certain Subordination Agreement (the "Senior Subordination Agreement") among and Holder, as subordinate lender. The Mortgage securing this Note is and shall subordinate in all respects to the liens, terms, covenants and conditions of the mort Senior Note as more fully set forth in the Senior Subordination Agreement. The of the payee and each subsequent holder of this Note are subject to the restrictio forth in the Senior Subordination Agreement. Each subsequent holder of this by virtue of such holder's acquisition of the Note, to have agreed to perfo terms, covenants and conditions to be performed or observed by the "S the Senior Subordination Agreement. , dated Maker subject and e securing the is and remedies and limitations set ote shall be deemed, and observe all of the rdinate Lender" under (C Whenever the context so requires, the neutral gender include r e feminine and/or masculine, as the case may be, and the singular number includes the plural, • t the plural number includes the singular. Maker and any other person liable for the payme of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentmen . emand for payment, defenses related to affiliated entities or related parties, notice of dishonor, • • test, notice of nonpayment and/or protest, notice of default or delinquency, notice of acceleratio ' notice of costs, expenses or losses and interest thereon; notice of late charges, all other forms of no ' e whatsoever, and diligence in collection or in taking any action to collect any sums owing unde is Note or in proceeding against any of the rights or interests in or to properties securing paymen . f this Note; (b) consent that Holder may, from time to time and without notice to any of them or and, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to - . substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co-m -r) or any other person liable for payment of this Note, without in any way modifying, alterin_ leasing, affecting or limiting their respective liability or the lien of any security instrument; and agree that Holder, in order to enforce payment of this Note against any of them, shall not be r ired first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker .r against any other person liable for payment of this Note or to attempt to realize on any coll. al for this Note. BY EXECUTIN a HIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY VES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR t' RSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, P ` d CEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWI , AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAI COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISI OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER TRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNE ' ION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODI ^ ATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADV CE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HO i ER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF DER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND ANUALLY SIGNED ON HOLDER'S BEHALF. #4220290 'r 41803-000I SUBSTITUTED Maker acknowledges that the above paragraph has been expressly b gained for by Holder as part of the transaction. with Maker and that, but for Maker's' agreeine `Holder would not have agreed to lend the Maker the Principal. on the terms and at the Interest te: • ' The Mortgage and this Note secured thereby arise out of or . given to secure the financing of housing under Part V of Chapter 420 of the Florida Statutes and ' . exempt from taxation pursuant to Section 420.513 .Florida Statutes. Maker shall pay any and . present and future documentary stamp taxes, intangible taxes, and other similar charges, inclu•' g interest and penalties thereon, if any (collectively referred to as the "Documentary Taxes", hich arise in connection with the Mortgage, this Note, or. any other Loan Document. Maker all and hereby agrees to indemnify the Holder for the full amount of all Documentary Taxes pai..y the Holder or any liability (including penalties and interest, if any and Holder's reasonable • , sts and reasonable attorneys fees related thereto) arising therefrom or with respect thereto. W out prejudice to the survival of any other agreement of Maker hereunder or under any other Lo Document, the agreements and obligations of Maker contained in this section shall survive the . ment in full of this Note. 220290 vI 1803-0001 [Signature • Following Page] 5 SUBSTITUTED WHEREFORE, Maker has executed this Note as of the first da mentioned above, SJP Apartments, LLC, • lorida limited liability company By: SJP Aparime . MM, LLC, a Florida limited liability company is Manager #4220290 vl 41803-0001 By: St. Jo r CDP-BC MM, LLC, a Massachuse limited liability company, its manager By! : oston Capital Companion Limited Part ship, a Massachusetts limited p. ership, its managing member By: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 6 THIS INSTRUMENT WAS PREPARED BY, RECORD AND RETURN TO: Patricia K. Green, Esq. Stearns Weaver Miller, et al. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 NOTE TO RECORDER: This Mortgage and the Note sec the financing of housing under Part V of Chapter 42 exempt from taxation pursuant to Section 420.513 Flor LEASEHOLD MORTGAGE AND SE AND ASSIGNMENT THIS LEASEHOLD MORTGAGE AND S OF LEASES (the "Mortgage"), dated as of APARTMENTS, LLC, a Florida limited liability One Boston Place, Boston, MA 02108 ("Ma Florida , with a Miami, FL 33130 ("Mortgagee"). That for good and valuable Note executed by the Mortgagor TEN MILLION and NO/100 D extended or amended, from ti the final payment of which i and to secure any other I arising under the terms security for the Note, a the Mortgagor does successors and assi part of this Mortg herein as the "Pr a SUBSTITUTED ed hereby are given to secure f the Florida Statutes and are Statutes. RITY AGREEMENT LEASES URITY AGREEMENT AND ASSIGNMENT day of , 2015, by SJP mpany with an address of c/o BCP SLP, LLC, agor"), in favor of , a address of 340 West Flagler Street, Suite 313, tTNESSETH nsideration, and to secure the payment of the Promissory favor of the Mortgagee in the original principal amount of LARS (U.S. $10,000,000), as the same may be renewed, e to time (referred to as the "Note" or the "Promissory Note"), due on or before the clue date provided in the Promissory Note ebtedness owed by Mortgagor to Mortgagee, now or hereafter this Mortgage or in any other instrument constituting additional all other sums of money secured as provided under this Mortgage, nt, bargain, sell, remise, release, and convey unto the Mortgagee, its s, the real estate described in Exhibit A which is attached and made a e, which, together with the property hereinafter described, is referred to erty"; TOGETHER WITH: (a) All buildings and improvements, now or hereafter located on the Property, all privileges -nd other rights now or hereafter made appurtenant thereto, including, without limitatio', all right, title and interest of Mortgagor in and to aff streets, roads and public places, openeor proposed, and all easements and rights -of -way, public or private, now or hereafter use connection with the Property: and 1046v1 03-0001 (b) Alt fixtures, fittings, furnishings, appliances, appara machinery, and all building material, supplies and equipment no Property and installed or used in the Property, all other fixt whatever kind and nature owned by the Mortgagor on the da any building standing on the Property; such other goods, property as are usually furnished by landlords in letting conveyed, and all renewals or replacements thereof or art estate, right, title and interest of the Mortgagor in and to now or hereafter situated on the Property or intend operation thereof, all of which shall be deemed to b and a part of the realty as between the parties her under them, and shall be deemed to be a portio mentioned and secured by the Mortgage. If personal property is or becomes subject to a I chattel mortgage of the Mortgagor, any and assigned to the Mortgagee, together with t thereon, There is also transferred, set ov its successors and assigns, all leases a personal property of Mortgagor in the c is the lessee of, or entitled to use, su Mortgagee specific separate assign requested by Mortgagee, but noth of any fixture or personal propert obligations of Mortgagor under obligations Mortgagor hereby set forth in this paragraph (b and SUBSTITUTED , goods, equipment, and r hereafter delivered to the s and personal property of of this Mortgage contained in uipment, chattels and personal emises of the character hereby es in substitution thereof, all of the property of any nature whatsoever, to be used in connection with the fixtures and accessions to the freehold and all persons claiming by, through or f the security for the indebtedness herein e lien of this Mortgage on any fixtures or se agreement, conditional sale agreement or deposits made thereof or therefor are hereby benefit of any payments now or hereafter made and assigned hereby by Mortgagor to Mortgagee, use agreements of machinery, equipment and other egories hereinabove set forth, under which Mortgagor items, and Mortgagor agrees to execute and deliver to nts to Mortgagee of such leases and agreements when herein constitutes Mortgagee's consent to any financing and nothing herein shall obligate Mortgagee to perform any ny such leases or agreements unless it so chooses, which venants and agrees to well and punctually perform. The items are sometimes hereinafter separately referred to as "Collateral"; (c) All rents •yalties, issues, profits, revenue, income and other benefits from the property described in . agraph (a) and (b) hereof to be applied against the indebtedness and other sums secured , reby, provided, however, that permission is hereby given to Mortgagor so long as no defa has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, is es, profits, revenue, income and other benefits as they become due and payable, but not advance thereof. The foregoing assignment shall be fully operative without any further act on the part of either party and specifically Mortgagee shall be entitled, at its option upon e occurrence of a default hereunder, to all rents, royalties, ;issues, profits, revenue, in, ime and other benefits from the property described in paragraphs (a) and (b) hereof wh- er or not Mortgagee takes possession of such property. Upon any such default hereund= , the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, -venue, income and other benefits from the property described in paragraphs (a) and (b) h= -of shall terminate and such permission shall be reinstated upon a timely cure of the def- t, if permitted herein, upon Mortgagee's specific consent. Neither the exercise of any rig • s under this paragraph by Mortgagee nor the application of any such rents, royalties, es, profits, revenue, income or other benefits to the indebtedness and other sums secured ereby, shall cure or waive any default or notice of default hereunder or invalidate any act done #4221046v1 41803-0001 2 SUBSTITUTED pursuant hereto or to any such notice, but shall be cumulative of al ether rights and remedies. (d) All right, title and interest of Mortgagor in and to . leases now or hereafter on or affecting the property described in paragraphs (a) and (b) ' -reof, together with all security therefor and all monies . payable thereunder, subject, how- -r, to the conditional permission hereinabove given to Mortgagor to collect the rentals un• r any such lease. The foregoing assignment of any lease shall not be deemed to impose .on Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and ortgagor agrees to fully perform all obligations of the lessor under all such leases. Upon ortgagee's request, Mortgagor agrees to send to Mortgagee a rent roll including a list all leases covered by the foregoing assignment (including copies of all leases and tena files, if requested) and as any such lease shall expire or terminate or as any new lease .hall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee s 1 have a current list of all leases affecting the property described in paragraphs (a) and (b) reof. Mortgagee shall have the right, at any time and from time to time, to notify any less= - of the rights of Mortgagee as provided by this paragraph. From time to time, upon reques' of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereun' -r, by an instrument in writing in such form as may be approved by Mortgagee, all right, title d interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Pr• ,erty, together with all security therefor and all monies payable hereunder, subject to the co :itional permission hereinabove given to Mortgagor to collect the rentals under any such lea -. Mortgagor shall execute and deliver to Mortgagee any notification, financing statement o- other document reasonably required by Mortgagee to perfect the foregoing assignment - to any such lease. (e) To the extent o he indebtedness secured herein, all judgments, awards of damages and settlements her- :fter made as a result of or in lieu of any taking of the Property or any part thereof or intere therein under the power of eminent domain, or for any damage (whether caused by such t ing or otherwise) to the Property or the improvements thereon or any part thereof or interes erein, including any award for change of grade of streets. (f) To the e ent of the indebtedness secured herein, all insurance policies covering all or any portion of th Property and all blueprints, plans, maps, documents, books and records relating to the Prope (g) To he extent of the indebtedness secured herein, all proceeds of the conversion, vol ary or involuntary, of any of the foregoing into cash or liquidated claims, TO E AND TO HOLD the above granted Property, with all the privileges and appurtenan' -s to the same belonging to the said Mortgagee, its successors and assigns, to its and their .e and behoof forever. OVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be paid to the Holde •f the Note the principal due under the Note, at the time and in the manner stipulated ther: , and shall pay or cause to be paid all other sums payable hereunder and all ind- .tedness hereby secured, then, in such case, the estate, right, title and interest of the 1046 vl 03-0001 3 SUBSTITUTED Mortgagee in the Property shall cease, determine and become void nd the Mortgagee shall, cancel, release and discharge this Mortgage. ARTICLE ONE Mortgagor's Covenants Mortgagor covenants and agrees with Mortgagee th 1.1 Title. a. The Mortgagor warrants that: indefeasible leasehold interest estate in the P encumbrances other than the lien of this Mortg (the "Ju recorded in the public record prior to or in (collectively, the "Permitted Encumbrances` mortgage the Property in the manner and and authority to mortgage the Property hereafter to be done; that this Mortgage Property, subject only to the Permitte which is only that certain mortgage County (Florida) (the "Issuer") Lender"), as amended, restate Encumbrances" which does successors and assigns shall against the lawful claims a Encumbrances); and, that t shall run with the land. encumbrances approve considered a Permitte has good and marketable title to an perty, subject to no liens, charges or e, the lien of junior mortgages in favor of r Mortgage"), any encumbrances existing and nnection with the recording of this Mortgage that it has good right and lawful authority to rm herein provided; that Mortgagor has full power n the manner and form herein done or intended and shall remain a valid and enforceable lien on the ncumbrances which constitute senior mortgage liens, favor of the Housing Finance Authority of Miami -Dade assigned to (the "Senior or modified from time to time (collectively, the "Prior include the Junior Mortgage); that Mortgagor and its arrant and defend the same and priority of this lien forever demands of all persons whomsoever (other than the Prior covenant shall not be extinguished by any foreclosure hereof but twithstanding any language to the contrary contained herein, any or allowed by the Senior Lender and/or the Mortgagee shall be ncumbrance under this Mortgage. b. Mortgagor shall maintain the property free of all security interests, liens and encumbrance , other than Permitted Encumbrances, the security interest hereunder or any lien or encumbr_ ce disclosed to and approved by Mortgagee in writing. The Mortgagor shall do, execute, acknowledge and deliver all and every such furth- acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers d assurances as the Mortgagee shall from time to time require, for the better assuring conveying, assigning, transferring and confirming unto the Mortgagee the property and rig s hereby conveyed or assigned or intended now or hereafter so to be, or which the Mort. gor may be or may hereafter become bound to convey or assign to the Mortgagee, or for car ng out the intention of facilitating the performance of the terms of this Mortgage, or for fill ., registering or recording this Mortgage and, on demand, shall execute and deliver, and eby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may 4221046 v i 41803-0041 4 SUBSTITUTED lawfully do so, one or more financing statements, chattel mortgages or c• parable security instruments, to evidence more effectively the lien hereof upon the Collateral d. The Mortgagor shall, upon the execution of th Mortgage, the Loan Agreement dated of even date herewith between Mortgagor and '.rtgagee and the Note (collectively, the "Loan Documents"), cause all recordable Loan •ocuments, to be filed, registered or recorded in such manner and in such places as may b required by any present or future law in order to publish notice of and fully to protect the lie ereof upon, and the interest of the Mortgagee in the Property. e. The Mortgagor shall pay for all filing all expenses incident to the preparation, execution and ac mortgage supplemental hereto, any security instrument instrument of further assurance, and all present and fu stamp taxes, documentary stamp taxes, intangible assessments and other similar charges, includi (collectively referred to as the "Documentary Ta execution and delivery of the Note, this Mort security instrument with respect to the Col Mortgagor shall and hereby agrees to in Documentary Taxes paid by the Mortgag any and Mortgagee's reasonable costs therefrom or with respect thereto. Wit Mortgagor hereunder or under any Mortgagor contained in this section gistration or recording fees, and owledgment of this Mortgage, any th respect to the Collateral, and any re federal, state, county and municipal axes, all other taxes, duties, imposts, interest and penalties thereon, if any sn) arising out of or in connection with the e, any mortgage supplemental hereto, any eral or any instrument of further assurance. nify the Mortgagee for the full amount of all or any liability (including penalties and interest, if d reasonable attorneys fees related thereto) arising ut prejudice to the survival of any other agreement of er Loan Document, the agreements and obligations of all survive the payment in full of the Note. f. The Mort. •or, so long as all or part of the indebtedness secured hereby is outstanding shall preserve it is present form and keep in full force and effect its existence, as a legal entity under the la , . of the state of its formation and shall comply with all regulations, rules, ordinances, statute- orders and decrees of any governmental authority or court applicable to the Property •r any part thereof. 1.2 Pa all other sums due set forth therein. of Note. The Mortgagor shall promptly and punctually pay principal and o become due pursuant to the terms of the Note, in the time and manner 1.3 intenance and Re air. The Mortgagor shall keep the Property in good condition and perating order and shall not commit or permit any waste thereof. Mortgagor shall diligently ntain the Property and make any needed repairs, replacements, renewals, additions d improvements, and complete and restore promptly and in a good workmanlike manner ortgagor shall not remove any part of the Collateral from the Property or demolish any p. of the Property or materially alter any part of the Property without the prior written cons' t of the Mortgagee which consent shall not be unreasonably denied, conditioned or del ed. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the 4221046 v1 41803-0001 5 SUBSTITUTED Property, including the interior of any structures, at any reasonable me upon prior notice and subject to right of tenants in possession. 1.4 Compliance with Laws. 'The Mortgagor shall c• ply with all laws, ordinances, regulations, covenants, conditions and restrictions affectin• the Property or the operation thereof, and shall pay all fees or charges of any kind in Conn: tion therewith. 1.5 Insurance. The Mortgagor shall keep all hereafter situated on the Property insured against loss may reasonably be required by any senior mortgagee uildings and improvements now or damage by fire and other hazards as der the Prior Encumbrances. 1.6 Casualty. Mortgagor shall promp notify Mortgagee of any material loss whether covered by insurance or not. Any ins :nce proceeds shall be used to restore the Property, if such insurance proceeds, together ith such other funds available to Mortgagor, are adequate for such restoration but if not, en such insurance proceeds shall be paid to Mortgagee; provided, however, that all insurce proceeds shall be applied in accordance with the requirements of any senior mortgage .er the Prior Encumbrances. Notwithstanding any other language to the contrary contained erein, Mortgagor agrees that in the event of loss or damage by fire or other casualty, Mar agee shall restore or rebuild the buildings and the improvements on the Property. 1.7 Condemnation. Th: ortgagor, immediately upon obtaining knowledge of the institution of any proceeding for t condemnation of the Property or any portion thereof, shall notify Mortgagee in writing of th- pendency thereof. Subject to the rights of any senior lenders under the Prior Encumbrance he Mortgagor hereby assigns, transfers and sets over unto the Mortgagee to the extent of t indebtedness secured herein, all compensation, rights of action, proceeds of any award an• any claim for damages for any of the Property taken or damaged under the power of emi nt domain or by condemnation or by sale of the Property in lieu thereof. Any proceeds ► a condemnation award shall be used for the restoration or rebuilding of the Property; provid • , however, that all proceeds of a condemnation award shall be applied in accordance with t requirements of any senior mortgage under the Prior Encumbrances. 1.8 Lie, - and Encumbrances. Except as set forth herein, the Mortgagor shall not permit the crea ,n of any liens or encumbrances on the Property other than the lien of this Mortgage and any Permitted Encumbrances, and shall pay when due ail obligations, lawful claims or de : nds of any person, which, if unpaid, might result in, or permit the creation of, a lien or en brance on the Property or on the rents, issues, income and profits arising therefrom hether such lien would be senior or subordinate hereto, including all claims of mechan , materialmen, laborers and others for work or labor performed, or materials or suppti; furnished in connection with any work done in and to the Property and the Mortgagor wilt • or cause to be done everything necessary so that the lien of this Mortgage is fully pre - rved, at no cost to the Mortgagee. 1.9 Taxes and Assessments. The Mortgagor shall pay in full when due, and in any vent before any penalty or interest attaches, all general taxes and assessments, special taxes, #4221046 v I 41803-0001 6 SUBSTITUTED special assessments, water charges, sewer service charges, and all other charges gainst the Property and shall furnish to Mortgagee official receipts evidencing the payment t eof. 1.10 Sale of Property. a. Without the consent of Mortgagee which consent shbe in Mortgagee's sole and absolute discretion, Mortgagor may not transfer all or any part the Property or any interest (direct or indirect) in the Property. b, Any permitted or approved sale or other dis- •sition of the membership interests of the borrowing entity made strictly in compliance with - Mortgagor's amended and restated operating agreement shall not be deemed a transfer of interest in the Property. Any sales or dispositions not specifically approved in the previous tence are prohibited. c. Any deed conveying the Property, • any part thereof, shall provide that the grantee thereunder assumes all of the grantor's obf , . tions under this Mortgage, the Note and all other instruments or agreements evidencing or -curing the repayment of the Mortgage indebtedness. In the event such deed shall not c• ain such provisions, the grantee under such deed shall be deemed to assume by its a isition of the Property all the obligations established by the Loan Documents. d. Mortgagor shall not s assign, transfer or otherwise dispose of any portion of the Collateral or any interest the in and shall not do or permit anything to be done that may impair the Collateral without the ' or consent of the Mortgagee which consent shall be in Mortgagee's sole and absolute discre •n. 1,11 Advances. If ortgagor shall fail to perform any of the covenants herein contained or contained in any '1 rument constituting additional security for the Note, the Mortgagee may, without creatin• :n obligation to do so, make advances on its behalf. Any and all sums so advanced shall • a lien upon the Property and shall become secured by this Mortgage. The Mortgagor all repay on demand all sums so advanced in its behalf with interest at the rate allowed the Note. 1.12 o• •ei Certificates. The Mortgagor within ten (10) days from receipt of written request, shall •rnish a duly acknowledged written statement setting forth the amount of the debt secured b is Mortgage, and stating either that no set -offs or defenses exist against the Mortgage deb or if any such setoffs or defenses are alleged to exist, the nature thereof. 1.1 Mortgagor rents app Mortga•, additio unco : it y is Assignment of Rents and Leases. Subject to the Prior Encumbrances, ees to execute and deliver to Mortgagee such assignments of the leases and able to the Property as the Mortgagee may from time to time request while this and the Note and indebtedness secured by this Mortgage are outstanding. In to the above and subject to the Prior Encumbrances, Mortgagor absolutely and ional! assigns and transfers to Mortgagee all rents and leases relating to the Property. It intention of Mortgagor to establish a present, absolute and irrevocable transfer and 21046 vl 1S03-0001 7 SUBSTITUTED assignment to Mortgagee of all rents and teases and to authoriz collect and receive all rents and leases without the necessity Mortgagor. Promptly upon request by Mortgagee, Mortgagor a further assignments as Mortgagee may from time to time r intend this assignment of rents and leases to be immedi absolute present assignment and not an assignment for occurrence of an Event of Default, Mortgagor authoriz compromise rents and directs each tenant of the Prope Mortgagee, and Mortgagor shall, upon Mortgagor's rec total amount of such receipts to the Mortgagee. H Default, Mortgagee hereby grants to Mortgagor a rents in trust for the benefit of Mortgagee and to a and principal then due and payable under the No under the other Loan Documents, and :o pa operating and maintaining the Property. So continuing, the rents remaining after appli retained by Mortgagor free and clear of, rents under this Mortgage. From and afte necessity of Mortgagee entering upon a or by a receiver, Mortgagor's license t shall without notice be entitled to all r due and unpaid. Mortgagor shall p entitled. At any time on or after t and Mortgagor hereby irrevoca Property instructing there to pa delivered to each tenant per Mortgagor shall not interfere 1.14 Su which is or which may rights hereunder, incl to the lien of the Pr' subject to the term Senior Lender, agreement in Property. Loan docu the right toadd t 5 nts from any and all other fi t not the obligation, to cure a d cost thereof to the indebtedness and empower Mortgagee to further action on the part of es to execute and deliver such uire. Mortgagor and Mortgagee ly effective and to constitute an additional security only. After the Mortgagee to collect, sue for and to pay all rents to, or as directed by, t of any rents from any sources, pay the ever, until the occurrence of an Event of se to collect and receive all rents, to hold all y all rents to pay the installments of interest and the other amounts then due and payable he current costs and expenses of managing, ng as no Event of Default has occurred and is ion pursuant to the preceding sentence may be d released from, Mortgagee's right with respect to he occurrence of an Event of Default and without the taking and maintaining control of the Property directly, fleet rents shall automatically terminate and Mortgagee s as they become due and payable, incl.iding rents then to Mortgagee upon demand all rents to which Mortgagee is date of Mortgagee's demand for rents, Mortt autho-izes Mortgagee to give, notice to al all rents to Mortgagee. Any such notice by Mo naily, by mail or by delivering such demand to ith and shall cooperate with Mortgagee's collection rdination to Prior Encumbrances. Notwithstanding pear to be to the contrary, the lien of this Mortgage a ng, without limitat on, Section 1.13 hereof, are subordin Encumbrances and this Mortgage and the other Loan the Subordination Agreement (CRA) dated of even date herewith among rtgagor and Mortgagee and shall be subject to a simile- subordination or of Citibank, N.A. i connection with the permanent fir ancing for the agee may give, tenants of the tgagee shall he ach rental unit. f such rents. Com fiance with Ot er Financin•. Mortgagor shall comply ancing related to the Property. Mortg fault by Mortgagor under any other su due under the Note. 1.16 Leases Affectin. M irt.a.ed Property. Mortgagor shall c obs e its obligations as landlord under a I leases affecting the Property or any 21046v1 803-0001 8 nything herein d Mortgagee's to and inferior ocuments are with any and all gee shall have h financing and 1 4 mply with and art thereof. SUBSTITUTED ARTICLE TWO Default 2.1 Events of Default. The following shall be deeme hereunder: be Events of Default a. Failure to make any payment when due i accordance with the terms of the Note secured by this Mortgage, any other loan document xecuted in connection with this loan, or any other promissory note secured by a mortgage re •riled against the Property. b. Failure to keep or perform any of t other material terms, covenants and conditions in this Mortgage or any other mortgage rec• :ed against the Property provided that such failure shall have continued for a period of thi► (30) days after written notice of such failure from the Mortgagee. c. A default, Event of Default ,r failure to keep or perform any of the terms, covenants and conditions in any loan documen •r any other financing relating to the Property. d. An event of default u ' -r or institution of foreclosure or other proceedings to enforce any Permitted Encumbrance ' any other mortgage or security interest, lien or encumbrance of any kind upon the Proper or any portion thereof. e. The Mortgagor •r any successor or assign including, without limitation, the current owners of any interest i e Property shall: (i) file a petit under the Federal Bankruptcy Code or any similar law, state or federal, whether now or here er existing (hereafter referred to as a "Bankruptcy Proceeding"); or (ii) file y answer admitting insolvency or inability to pay debts, or (iii) . 'Ito obtain a vacation or stay of any Bankruptcy Proceeding within forty- five (45) days, as her after provided; or iv) be the subject of an order for relief against it in any Bankruptcy Proceeding; or (v) have a custodian or a trustee or receiver appointed for or have any court take jurisdi on of its property, or the major part thereof, in any involuntary proceeding for the purpose • reorganization, arrangement, dissolution, or liquidation if such receiver or trustee shall not be ' charged or if such jurisdiction relinquished, vacated or stayed on appeal or otherwise within "•rty-five (45) days; or 21046 vl 1803-0001 (vi) make an assignment for the benefit of its creditors; or 9 or SUBSTITUTED (vii) admit in writing its inability to pay its debts generally (viii) consent to an appointment of custodian or rece property, or the major part thereof. 2.2 Remedies. a. Upon and after any such Event of Defaul given to the Mortgagor, may declare the entire principal of th due and payable), and all accrued and unpaid interest ther and all other obligations of Mortgagor hereunder, to be d any such declaration the principal of the Note and said and be immediately due and payable, anything in th notwithstanding. b. Upon and after any such or attorneys, may enter into and upon all or a thereof, and may exclude the Mortgagor, its and holding the same, may use, operate business thereof, either personally or attorneys or receivers and upon every su from time to time, either by purchas Property, whereof it shall become po of the Property, the Mortgagee replacements and such useful alt thereon as to it may seem advis manage and operate the Prop powers of the Mortgagor wit it shall deem best, and t revenues, rents, issues, shall for all purposes c conducting the bus alterations, addition assessments, ins as well as just counsel, agent employed, th principal of second, Mortga the a they become due; r or trustee of all of its he Mortgagee, by written notice ote then outstanding (if not then n, all premium payable thereunder, and payable immediately, and upon rued and unpaid interest shall become ote or in this Mortgage to the contrary nt of Default, the Mortgagee or by its agents part of the Property, and each and every part ents and servants wholly therefrom; and having anage and control the Property and conduct the its superintendents, managers, agents, servants, entry, the Mortgagee, at the expense of the Property, repairs or construction, may maintain and restore the ssed as aforesaid, and, from time to time, at the expense y make all necessary or proper repairs, renewals and tions, additions, betterments and improvements thereto and e, and in every such case the Mortgagee shall have the right to y and to carry on the business thereof and exercise all rights and espect thereto either in the name of the Mortgagor or otherwise as Mortgagee shall be entitled to collect and receive all earnings, ofits and income of the Property and every part thereof, all of which stitute property of the Mortgagor; and after deducting the expenses of s thereof and of all maintenance, repairs, renewals, replacements, betterments and improvements and amounts necessary to pay for taxes, nce and prior or other proper charges upon the Property or any part thereof, d reasonable compensation for the services of the Mortgagee its attorneys, clerks, servants and other employees by it properly and reasonably engaged and ortgagee shall apply the moneys arising as aforesaid, first, to the payment of the e Note and the interest thereon, when and as the same shall become payable, and the payment of any other sums required to be paid by the Mortgagor under this c. Upon and after any such Event of Default, the Mortgagee shall have all of medies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671-689 et .S., as amended from time to time, including without limitation the right and power to sell, or 221046 vl 41803-0001 10 SU BSTITUTED otherwise dispose of the Collateral or any part thereof, and for that purpose may take i ediate and exclusive possession of the Collateral, or any part thereof, and with or with. judicial process, enter upon any Property on which the Collateral, or any part thereof, may •e situated and remove the same therefrom without being deemed guilty of trespass and wit t liability for damages thereby occasioned, or at Mortgagee's option Mortgagor shah assem• the Collateral and make it available to the Mortgagee at the place and at the time designat= in the demand. Mortgagee shall be entitled to hold, maintain, preserve and prepare the ollateral for sale. Mortgagee without removal may render the Collateral unusable and dispo of the Collateral on the Property. To the extent permitted by law, Mortgagor expressly wai any notice of sale or other disposition of the Collateral and any other right or remedy of Mort' gee existing after default hereunder, and to the extent any such notice is required and cannot • waived, Mortgagor agrees that, as it relates to, this paragraph c. only, if such notice is m ed, postage prepaid, to the Mortgagor at the above address with copies of said notice m_' -d in the same fashion to the president of the Mortgagor, at least fifteen (15) days before ' - time of the sale or disposition, such notice shall be deemed reasonable and shall fully s sfy any requirement for giving of said notice. d. Upon and after any such Event Default, the Mortgagee, with or without entry, or by its agents or attorneys, insofar as applicamay: (i) sell the Property the extent permitted and pursuant to the procedures provided by law, and all estate, r t, title and interest, claim and demand therein, and right of redemption thereof, at one or ore sales as an entity or in parcels, and at such time and place upon such terms and afte -uch terms and after such notice thereof as may be required, or (ii) institut Mortgage, or roceedings for the complete or partial foreclosure of this (iii) •ly to any court of competent jurisdiction for the appointment of a receiver or receivers for the ' operty and of all the earnings, revenues, rents, issues, profits and income thereof, or suit or proceeding agreement in the or for any fore equitable rem (iv) take such steps to protect and enforce its rights whether by action, i quity or at law for the specific performance of any covenant, condition or e, or in this Mortgage, or in aid of the execution of any power herein granted, sure hereunder, or for the enforcement of any other appropriate legal or or otherwise as the Mortgagee shall elect. e, The Mortgagee may adjourn from time to time any sale by it to be made under o y virtue of this Mortgage by announcement at the time and place appointed for such sale 0' or such adjourned sale or sales; and, except as otherwise provided by any applicable prov on of law, the Mortgagee, without further notice or publication, other than that provided in s' paragraph 2.2(d) above may make such sale at the time and place to which the same shall so adjourned. #4221046 v 1 41803-0001 11 SUBSTITUTED f. Upon the completion of any sale or sales made by t► Mortgagee under or by virtue of this section, the Mortgagor, or an officer of any court em • •wered to do so, shall execute and deliver to the accepted purchaser or purchasers a good a - sufficient instrument, or good and sufficient instruments, conveying, assigning and transferri all estate, right, title and interest in and to the property and rights sold. The Mortgagee is h eby appointed the true and lawful attorney irrevocable of the Mortgagor, in its name and ead, to make all necessary conveyances, assignments, transfers and deliveries of the Pros rty and rights so sold, and for that purpose the Mortgagee may execute all necessary instru• -nts of conveyance, assignment and transfer, and may substitute one or more persons wit ke power, the Mortgagor hereby ratifying and confirming all that its said attorney or such su• • itute or substitutes shall lawfully do by virtue hereof. This power of attorney shall be deemed • be a power coupled with an interest and not subject to revocation. Nevertheless, the Mort• or, if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by exec ng and delivering to the Mortgagee or to such purchaser or purchasers all such instruments - may be advisable, in the judgment of the Mortgagee, for the purpose, and as may be desig ed in such request. Any such sale or sales made under or by virtue of this section whether ► :de under the power of sale herein granted or under or by virtue of judicial proceedings or of a idgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, inter t, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the p' iperties and rights so sold, and shall be a perpetual bar both at law and in equity against the , •rtgagor and against any and all persons claiming or who may claim the same, or any part ther- if from, through or under the Mortgagor. g, In the event of y sale made under or by virtue of this section (whether made under the power of sale herei • ranted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosur= nd sale), the entire principal of, and interest on and other charges related thereto, the Not- f not previously due and payable, and all other sums required to be paid by the Mortgagor p -uant to this Mortgage, immediately thereupon shall, anything in the Note or in this Mortgage t• e contrary notwithstanding, become due and payable. h. The roceeds or avails of any sale made under or by virtue of this section, together with any other s which then may be held by the Mortgagee under the provisions of this section or otherwis: shall be applied as follows' First: To the payment of the costs and expenses of such sale, including reasonable comp sation to the Mortgagee, its agents and counsel, and of any judicial proceedings wh. -in the same may be made, and of all expenses, liabilities and advances made or incurred by e Mortgagee under this Mortgage, together with interest at the rate for advances hereunder in ' -ction 1.11. Second: To the payment of any other sums required to be paid by the Mortgapursuant to any provisions of this Mortgage or of the Note. Third: To the payment of the whole amount then due, owing or unpaid up• the Note for principal and interest, with interest on the unpaid principal and accrued interest a e rate specified in the Note, from and after the happening of any Event of Default described 1210460 l 803-0001 12 SUBSTITUTED above from the due date of any such payment of principal until the same is p d. Fourth: To the payment of the surplus, if an , to the Mortgagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this the power of sale herein granted or under or by virtue of judicial decree of foreclosure and sale, the Mortgagee may bid for and thereof and in lieu of paying cash therefor may make sett crediting upon the indebtedness of the Mortgagor secured after deducting therefrom the expenses of the sale and the which the Mortgagee is authorized to deduct under thi acquiring the Property, or any part thereof shall be enti and sell the same in any manner provided by applicabl ARTICLE THE ection, whether made under ceedings or of a judgment or quire the Property or any part ent for the purchase price by this Mortgage the net sales price ost of the action and any other sums ortgage. The Mortgagee, upon so d to hold, lease, rent, operate, manage aws. Miscellaneous T= s and Conditions 3.1 Rules of Construction. en the identity of the parties hereto or other circumstances make it appropriate, the asculine gender shall include the feminine and/or neuter, plural and the singular num• shall include the plural. The headings of each paragraph are for information and co nience only and do not limit or construe the contents of any provision hereof. 3.2 Severability. 1f person or circumstances, shall, Mortgage, or the application which it is invalid or unen Mortgage she be valid an a► term of this Mortgage, or the application thereof to any any extent, be invalid or unenforceable, the remainder of this such term to persons or circumstances other than those as to rceable, shall not be affected thereby, and each term of this nforceable to the fullest extent permitted by law. 3.3 Success • s in Interest, This Mortgage applies to, inures to the benefit of, and is binding not only on th- parties hereto, but on their heirs, executors, administrators, successors and assigns. All .ligations of Mortgagor hereunder are joint and several. The term "Mortgagee" shall can the holder and owner, including pledges, of the Note secured hereby, whether or not n- ed as Mortgagee herein. 3. • otices. All notices to be given pursuant to this Mortgage shall be sufficient if mailed post •e prepaid, certified or registered mail, return receipt requested, to the above described •dresses of the parties hereto, or to such other address as a party may request in writing. ny time period provided in the giving of any notice shall commence upon the date such n• ce is deposited in the mail. 3.5 Modifications. This Mortgage may not be amended, modified or changed, nor s any waiver of any provision be effective, except only by an instrument in writing and 21046 vl 1803-0001 13 SUBSTITUTED signed by the party against whom enforcement of any waive modification or discharge is sought. 3.6 Governing Law. This Mortgage shall be construed acc the laws of the State of Florida. 3.7 Limitation of Liability. Notwithstanding any provisi hereinbefore or hereinafter set forth, from and after the date of secured by this Mortgage including the Note shall be a non-r of the Mortgagor (including, without limitation, its members shall be limited to the interest in the Property, Collateral an in the Note and the Mortgagee shall look exclusively the from time to time be given for payment of the obi rendered against the Mortgagor under this Mortgage other security so given for satisfaction thereof. No any order or decree of specific performance shall without limitation, its members, officers, or em successors, transferees or assigns, as the cas of this Mortgage, or any judgment, order o proceeding. 3.8 Notice and Cure. Notwit that any cure of any default made or Capital Corporate Tax Credit Fund X be deemed to be a cure by the Mo as if made or tendered by Mortga terms of this Mortgage shall als Limited Partnership, One Bosto #4, 046 v1 03-0001 r, a endment, change, ding to and governed by or obligation to the contrary is Mortgage, the indebtedness ourse obligation and the liability fficers, or employees) hereunder all other security set forth herein or to, or to such other security as may tions hereunder, and any judgment hall be limited to the Property and any eficiency or other personal judgment nor rendered against the Mortgagor (including, yees), their heirs, personal representatives, ay be, in any action or proceeding arising out ecree rendered pursuant to any such action or ending the foregoing, the Mortgagee hereby agrees ndered by the Mortgagor's investor member, Boston A Limited Partnership, or its successors or assigns shall agor and shall be accepted or rejected on the same basis r and of all notices which are sent to Mortgagor under the e sent to Boston Capital Corporate Tax Credit Fund XL, A Place, Boston, MA 02108, Attn: Asset Management. [Signature on Following Page] 14 SUBSTITUTED IN WITNESS WHEREOF, the said Mortgagor caused this instrument to be sed and sealed as of the date first above written. Witnesses: MORTGAGOR: Print: Print: #4221046 vl 41803-0001 SJP Apartments, LLC, a Florida ited liability company By: SJP Apartments MM, C, a Florida limited liability company, its Ma • =ger By. St. John CD' :C MM, LLC, a Massachusetts li + ed liability company, its manager By: Bos Capital Companion Limited Partners a Massachusetts limited partner- ip, its managing member By: Boston Capital Partners it Corporation, a Massachusetts corporation, its sole general partner By. Name: its: 15 SUBSTITUTED STATE OF FLORIDA COUNTY OF ) ss: } The foregoing instrument was acknowledged befo 2015 by , as of Bo Massachusetts corporation, the sole general partner Partnership, a Massachusetts limited partnership, th MM, LLC, a Massachusetts limited liability compan LLC, a Florida limited liability company, as the limited liability company, on behalf of said lirnite me or who produced NOTARY STAMP 04221046 v! 41803-000I me this day of n Capital Partners II Corporation, a f Boston Capital Companion Limited anaging member of St. John CDP-BC as the Manager of SJP Apartments MM, nager of SJP Apartments, LLC, a Florida iability company, who is personally known to as identification. Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 16 EXHIBIT A LEGAL DESCRIPTION EAST PARCEL A parcel of land, being a portion of Lot 41, all of Lots 23 thro through 48 inclusive, all in Block 1 of PARRY'S DIVISION 12 of Block One (1) in JAPES ADDITION TO THE CITY thereof, as recorded in Plat Book B, page 163 of the Florida, LESS that certain area lying North of the So 836, (Interstate 395) as depicted on that certain Flo Way Map Section 87200-000C, Sheet 6 of 16, particularly described as follows: BEGIN a the southeast corner of said Lot through 25 inclusive, North 89°55'48" West thence along with West line of said Lot 2 West, 265.28 feet to the South Right -of - thence along said Right -of -Way line, Lot 23 and Lots 41 through 48 inci Beginning. Said lands lying and situate in th WEST PARCEL A parcel of land, being Lo of Lots 29 through 38, a of Block One (1) in Ja recorded in Plat Bo together with that c the Public Reco follows: BEGIN at th 28 and alo 13210, P aforem line o cor s st SUBSTITUTED h 25 inclusive and all of Lots 42 lots 3, 4, 5, 6, 7, 8, 9, 10, 11 and F MIAMI FL., according to the Plat blic Records of Miami -Dade County, Right -of -Way line for State Road No. a Department of Transportation Right -of - revision October 27, 2013, being more thence along the South line of said Lots 23 9.02 feet to the southwest corner of said Lot 25; and Lots 41 through 48 inclusive, North 00°19'30" ay line of aforesaid State Road 836, (Interstate 395); rth 89°51'56" East, 79.47 feet to the East line of said ive, South 00°13'41" East, 265.56 feet to the Point of ty of Miami, Miami -Dade County, Florida. 3 through 13 inclusive, Lots 26 through 28 inclusive, and a portion n Block 1 of Parry's Division of Lots 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 Addition to the City of Miami, Florida, according to the Plat thereof, as B, Page 163 of the Public Records of Miami -Dade County, Florida, ain parcel of land described in Official Records Book 13210, Page 176, of of Miami -Dade County, Florida, being more particularly described as outheast corner of said Lot 26; thence along the South line of said Lots 26, 27, the South line of the aforementioned parcel described in Official Records Book ge 176, North 89°55'48" West, 158.28 feet to the southwest corner of the ioned parcel; thence along with West line of the aforementioned parcel and the West aid Lots 3 through 13 inclusive, North 00°31'26" West, 326.67 feet to the Northwest of said Lot 13; thence along the North line of said Lot 13, North 89°55'33" East, 79.71 fe to the northeast comer of said Lot 13; thence along the East line of said Lots 4 through 13 usive, South 00°25'28" East, 244.95 feet to the Southeast corner of said Lot 4; thence along ith North line of said Lots 27 and 28, South 89°57'49" East, 29.28 feet; thence North 00'19'30" West, 245.00 feet to a point on the North line of said Lot 38; thence along said line 89°55'33" East, 50.00 feet to the Northeast corner of said Lot 38; thence along the East line of said Lots 44221046 vt 41 E03-0001 17 SUBSTITUTED 29 through 38 inclusive, and the East line of said Lot 26, South 00°19'3 the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, F •rida. 4221046 v1 41803-0001 18 st, 327.06 feet to SUBSTITUTED Exhibit "H" OWNERSHIP INTEREST SJP Apartments, LLC SJP Apartments MM, LLC (.01 % membership interest) and managing member ST John CDP-BC MM, LLC 75% membership interest and managing member • BCP SJP, LLC 50% membership interest and managing member 1' Entity owned or co lled by Boston Ca al BCCC, Inc. (0% Special Member Interest Boston Capital controlled entity or Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership (99.99% membership interest) St Jo Corp sub ommunity Development Lion, Inc., or its wholly owned ry, 25% membership interest James R. Watson Revocable Trust 2014 50% membership interest 23 #353 16967v3