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HomeMy WebLinkAboutCRA-R-15-0042 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 30th day of September 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 cf the Development Agreement from Original Developer to Developer, a copy of which is attached hereto as Exhibit "A". 4. Legal Description. The legal description for the Property attached to the Development Agreement as Exhibit "A" is hereby deleted and replaced by the legal description attached hereto as Exhibit "B". 5. 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 September 3, 2015 in Official Records Book 29764, at Page 4052 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 (5-tZOO- Sub THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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; and (d) a letter from the Public Works Director of the City confirming that the Project can be developed without replatting the Property. 6. 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. 7. Lease. The CRA has approved the Lease, a memorandum of which was recorded September 3, 2015 in Official Records Book 29764, at Page 4052 of the Public Records of Miami -Dade County, Florida. 8. 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." 9. Approval of Schematic Design Documents. The CRA acknowledges that the Executive Director has approved the Schematic Design Documents which are identified on Exhibit "C" attached hereto and made a part hereof. The CRA waives any right to claim a default occurred 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. 10. Project Budget. The Preliminary Budget attached to the Development Agreement is hereby replaced by the Preliminary Budget attached hereto as Exhibit "D" and made a part hereof. 11, Project Schedule. The Project Schedule is attached hereto as Exhibit "E" and made a part hereof. 12. Section 4.1.6 of the Development Agreement is hereby amended and restated in its entirety to read as follows: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "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 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." 13. 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." 14. 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 "F" attached hereto. 15, 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 "G" attached hereto and made a part hereof. 16. 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. 17. 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. 18. 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 "H". 19. 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 30, 2015, time being of the essence. 20. CRA Conditions Precedent. Sections 9.1.9, 9.1.10, 9.1.11, 9.1.13 and 9.1.21 of the Development Agreement are hereby amended and restated in their entirety to read as follows: 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "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 the Developer; and (ii) that the ownership structure of Developer is as reflected on Exhibit I 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`)/a 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. 9.1.21 St. John Plaza Project, LLC has given all approvals required under the Lease to enable Developer to construct the Project in accordance with the Plans." 21. Additional Conditions Precedent. Section 9.1 of the Development Agreement is hereby amended to add the following subsection: "9.1.23 The Developer has provided the Executive Director evidence that the Developer has complied with the requirements of Section 23 of the Amendment to the Development Agreement." 22. 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; THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 6.3. I 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 Hundred Eighty -Five and No/100 Dollars ($585.00) 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) Nine Hundred Fifty Dollars ($950.00) 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 for up to three (3) additional percentage points and thereafter, (c) One Thousand One Hundred and No/100 Dollars ($1,100.00) 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) Eight Hundred Fifty and No/100 Dollars ($850.00) 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) One Thousand Four Hundred Fifty Dollars ($1,450.00) 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) One Thousand Six 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Hundred Fifty and No/100 Dollars ($1,650.00) 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 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) One Thousand Three Hundred Fifty and No/100 Dollars ($1,350.00) 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) Two Thousand Six Hundred Fifty Dollars ($2,650.00) 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) Four Thousand Five Hundred and No/100 Dollars ($4,500.00) 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 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 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 Three Thousand Thirty -Five No/100 Dollars ($23,035.00) 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 corrununity, 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) Eight Hundred No/100 Dollars ($800.00) 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) One Thousand One Hundred Twenty -Five and No/100 Dollars ($1,125.00) for each additional percentage point below the first three (3) percentage points below the Laborer Participation Requirement utilizing only unskilled laborers who reside in THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the Redevelopment Area for up to three (3) percentage points and thereafter, (c) One Thousand Three Hundred and No/100 Dollars ($1,300.00) 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 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) One Thousand and No/100 Dollars ($1,000.00) 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) Two Thousand Two Hundred and No/100 Dollars ($2,200.00) 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) Two Thousand Six Hundred Sixty and No/100 Dollars ($2,660.00) 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/0 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/0 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) 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) Four Thousand Five Hundred and No/I00 Dollars ($4,500.00) 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) Six Thousand and No/100 Dollars ($6,000.00) 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) One Thousand Eight Hundred and No/100 Dollars ($1,800.00) 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) Two Thousand Nine Hundred Fifty and No/100 Dollars ($2,950.00) 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) Three Thousand Two Hundred Fifty and No/100 Dollars ($3,250.00) 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 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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." 23. 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 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. 24. 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. 1 I THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 25. 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. 26. 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. 27. 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. 28. 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." 29. 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: With a copy to: SJP Apartments, LLC 340 West Flagler Street, Suite 312 Miami, Florida 33131 Attention: James Watson 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 With a copy to: With a copy to: 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. 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 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 2"d 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 2"d 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." THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 30. 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. 31. Ratification. Except as hereby modified, the CRA and Developer hereby ratify and reaffirm all the terms and provisions of the Development Agreement. 32. 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 1 Ph 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 Award has not been paid to the CRA on or before the aosing 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. 33. 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 Declaration of Restrictions. 34. Declaration of Restrictions. The Developer and the CRA acknowledge and agree that the Declaration of Restrictions shall include the provision of Sections 24 and 33 of this Amendment. 35. 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. 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: 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 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 join 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: James R. Watson Revocable Trust 2014 By: Name: James R. Watson Title: Trustee 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Joinder The undersigned joins in this Arnendment 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: 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 join into the Restrictive Covenant and the Declaration of Restrictions so that said documents will be binding upon the Property in the event of the termination of the Lease. St, John Plaza Project, LLC, a Florida limited liability company By: Narne: Title: 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 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 terms 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" 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 Tots 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 Pfat 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 comer of sald 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 comer 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 838, (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 Tying 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 Li, Page 183 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 Miaml-Dade County, Florida, being more particularly described as follows: BEGIN at the Southeast comer of sald 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 comer 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 sald Lot 13, North 89°55'33" East, 79.71 feet to the northeast corner of sald 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 sold line 89°55'33" EasL 50.00 feet to the Northeast corner of said Lot 38; thence along the East line of said Lots 29 through 38 Inclusive, and the East line of sald Lot 26, South 00°19'30" Est, 327.06 feet to the Point of Beginning, Said lends lying and situate In the City of Miami, Miaml-Dade County, Florida. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "C" Description of Schematic Design Documents Prepared by Frances, Anillo, Toledo Architects dated July 1, 2015 consisting of Sheets A-0.0 through A-0,1, A-I.1 through A-1.2, A-2.1 through A-2.6, A-3.1 through A-3.4, A-4,1 through A-4.25, A-5.1 through A-5.8, A-6,1 through A-6.7, A-7.1 through A-7.9, A-8.1 through A-8.2, A-8,4, A-8.8 through A-8.9, A-9.1 through A-9.2, Civil Sheets GN, DPL, PD1 through PD6, PMS1 through PMS4, WSI through WS6, SPP1 through SPP5 and Landscape Sheets EX-1 and L-1. 24 Exhibit C St. John Plaza Apartments Miami, FL Proposed Budget Sources Construaon Loan/ T3X Exempt Bond Proceeds First Mortgage Surtax (Miarnt-Dade) Tax -Exempt Bonds (Overlown CRA Grant) LIHTC LP Equity Delerred Developer Fee (Required per Surtax) Total Sources Uses Hard Construction Costs GC General Requirements GC Overhead GC Profit Recreational I Owner Items Ott-Sile Improvements Hard Cost Contingency @: 5.00% Community Support Space Bridge/Construction Interest Expense Bond Origination Fee Bond Closing Costs Construcl'on Loan Origination Fee Non -Profit Loan Fee CRA Funds lo be paid as directed by CRA Costs of Issuance Other Loan Closing Costs Conslruclion Bond interest Accounting Fees Application Fees Appraisal Architect Fee-Desigrq LEED Architect Fee-Sopervision Builders Risk Insurance Building Permit Bulders Risk & General Liability insurance Credit Underwriting Fee Engineering Fee Environmentai Report FHFC Administrative Fees FHFC Application Fees FHFC Compliance Mon. Fee Permanent Financing Origination Fee Pennanent Loan Fees Impact Fees (deferred) Inspection Fees Const. Insurance- PropertyiLlablity Legal Fees Platting 8 Zoning Market Study MadkelinglAdvertising Payment & Performance bond Properly Taxes (Conslruclion) Exhibit "D" Proposed Bud get Total 74,548 2,500,000 2,700,000 10,060,000 9,250,000 697,354 25,147,354 Total 12,205,258 732,495 244,165 732,495 225,000 100,000 712,121 900,000 359,829 134,157 22,709 100,640 125,000 75,000 130,400 12,774 140,625 10,000 12,451 10,000 533,000 50,000 122,083 230,060 97,056 20,000 49,500 30,000 16,880 5,000 68,487 32,500 47,500 77,875 150,000 90,000 400.000 55,000 5,000 108.000 115,467 25,000 25 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Soil Test Report Survey(induding as -built) Title Insurance & Recording Utility Connection Fee Contingency (Soft Cosl) 5.00% Sub -Total Developer's Admin. & Overhead Developer Fee 25,000 30,000 130,576 189,000 173,885 19,865,958 677,842 2 808,205 Total Project Cost Land Lease Payment Lease -up Reserves Operating Deficit Reserve 23,352,005 1,341,500 71 295 382,563 Total Uses 25,147,354 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Saint Jcti Commllniry Development 1327 NW 3rd Avenue., Miami FL Preliminary 5ched.33e leek n'ree leen, 7.7,„„ew ne 1 3 777;3- 7-131-13er3 OW tit.;41-1- 1 5.552.. '15 Demolition Phase 4 05ir0. NW 71.d Cort r,137 Appr Oparatiaris Pe•rDare Emetung Tyne "3" Girier Reara3vc fiastiag5':deard1/41 22 371 I 21 f_eistME Tree, Demo 11W 130533 eel Der, ExesPieg 5.333wa6is Demo 73113.0 Avenue Pelle-ate Existleg Telephone Sereii:e. Remove. 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Sitter Mach Wm • 5th to Poo t Zwick Columns & 2 s ire Sleeve Merh U nes W w Pour Roof Deck , Glass & Wazing et • Exterior Doors Stucco Handraib Roofing Membrane Eat harsdng if) 1.25 126119 ' no 1 . _ 121 132 424 123 -i-26 126 127 123 1' 1.29 a Se 132 131 133 13 135 1 13S 117 133 139 140 242 '20 1.3 143 1.4.5 2.04 247 143 Interior Finishes Wwst Bldg ( 63 Unitsi • Dant Weds ss 01010 Fire Speabiler Line 4," Ovhd Eiectrwal yen • Refrigerant Lc Interkoe Frarrawg tea Rex/eh Efectrica I Rough Flyrmbar,g Drywall • Tape di Firlsh • 'First Coat 63 Paint • Set Plienbing F newts Cerarnlc Ti1e Walls wr • Bath Vanities ltang Dcors licitrhen Cabinets Final Paint Coat • Flown ▪ Set Appliances Final Cleaning cl Linits yrs Interior Finishes Easi Bldg (27 Units) Mon 4/ Cj16 Thu 4/7/16 132 5 days Fri 4/8/16 Thu 4/14/16 114 day Fri 4/15/16 Fri 4/15/16 lilS days Fr 4/15/16 Wed 4120/16 125 1 day Thu 4/21/16 Thu 4/21/16 117 S days 1-lau 4/21/18 Wed 4/27/16 117 15 daw Tue 3/22/16 Mor', 4/11/16 109 3 69r; L 3/77116 Thu 3/31/16 103 20 day; 71w 4/Z5/16 Wed 5/25/16 119 7 days Thu 5/25/15 Fr 6/3/16 '1.22 8 days „Thu 5/26/16 Man 6/6/16 122 14 days Tyre 5/7/16 Fri 6/24/16 122,124 Prtc.tcessr.rs 05l 151.55r - 111 200 days Tut 3/29/16 Muhl/2/17 35 days Tue 3/29/16 Mon 5/16/16 35 days I've 5/17/16 Mon 7/4/16 35 days Tue 5/17/16 Mon 7/445 23 days Tue 5/17/16 Thu 1423/16 35 days Fri 5/3/16 Wu 7/21/16 35 days" Fri 6/17/16 Thu 2/4/16 35 claw Fri 6/17/16 Thu 3/4/15 37 days Fri 7/1/16 Thu 90/16 35 days Fri 7/29/16 Thu 9/15/15 15 days Fri 6/12116 Thu 9/1/16 20 days Tue. .3/ 23/16 Mn 3119116 25 days Fri 5/29/16 Thu 9/22/16 15 days Fri 3/19/16 Lou 9/6/16 15 days Fri 6/19/16 Thu 9/B/16 20 day; Wed 3124116 Tue 9/7_0/16 15 days Mon 9/5/16 Wed 9125/15 35 days Thu 9/22/15 Wed 11/9/16 12 days Thu 11/3/16 Fr( 11/12/16 10 days M1349.11/21/216 Fri 12/2/16 165 days Tue 5/17/16 Mon 112/17 112 f3a 123 12S 421 123FS-22 dawrif 13755-2.5 days 1 131/55-25 days 1 123F325 days: 13556-37 days 136F5-25 days 1.3 7FS-2 days 1 1-3656-23 days 137F5-17 days 1 137FW17 days 13735-7 days 141FS-12 dayrbi 14 3FT,5 iWys 144 „FS-5 days 125 Pr.evrct. Datt: IA on Er31.(1▪ 3 Taik Split 534231.0-6 SurnmarY ...‘ Prorect SumtnaN • Ex1.erra4 Mlie,tone 100046041414 Manuaixtk Dur3cia,anl, one M2r9.3i3cmmary Man,, S, SLmrraor, a Saint lohni9 Community Developnnerrt 1327 NW 3rd Avenue, Allanir FL Preliminary Stivedure 6I 79/9 :Tv* Name lOuntio. i !Moot i. 41V— —...-... 149 fJ, 1 OWOOF 35 days iso ; A/ OVHO Free 5priv4er Line 30 iry: Tot 7/5115 Mon 8115/15 146 i 3 ore 151 m Overd Electrical .30 64i yoi Toe 7/5/15 Mon 8115615 149 led /3 gar-Age/3rd 4...,Ot-S 143 day/ Toe 7/5115 Thu A/11/16 140 153 /3,9 eli interior Framing 30day/ Fri 7/13/16 Too 6/15/16 1416622 6Nes.: Iss 7s, Roogh Electrical 35 dayo 'o 7(22/16 Thu 9/8,f16 1536615 days 559ria ._......- 4.,- Rough Plumbi rig 35 day: Fri 7/22/16 Thu 915/15 153F5-15 days ,. /56 . . 3./ Dryon11 4: 481, FO 6/5.115 l'hU 1016116 153446/15 daygi 1357_ 33; 45 dams Fin 3/16;16 rho 10177/15 13565/30 days , m Tope a Rnieh 19/ go 5rll Cant '5 Paint 15 days Sr, 9/13/16 Triu 10113/111 1576P25 days 3.55 ''''.,;' '.,..et Flu reOing 6 //ores 2C day; 74e 10/4/16 Mon 11065415 1_5665-5 A1,69 144 7.3 Ceramic The wails ;LS days fo 9/56/16 Tair 1113/15 15763-10 days .; [181 ; 3916 Vanities 15day Fri 96.X1/15 Ti., 16 o10/Z0/15,365-16 dem; t9,33, gang Odors 15 Cares Fri 9/30/1 6' Thu 100; i7,(16 15166-10 &Flys '-iij 1: .. ititri/eri Cabi5423 21day/ illed 10/5/16 342 I55Ir36 15858-7d3,5 _..._ 164 v'Z.,, Freat Pa; nt Coat /61 m Flooring 35 thys 10,-,r, 10•11.7/16 I'Veci 11"9/1E 162FS.12 ay/ay. 30 1439 va 3 ig 5,9 Aupilan car, day: rh, 11/3,,ii we.d 12/14/16 vArs-s dasrs ., 12 day: 15o 12.(5616 Prl 12;23/16 1E6E65 clays 1 ass ., se. res3i Ciereengser Units 6 adyS M4211./16116 Mon 1,/2/17 1'65 ; Mon VIVI:. "3333.39. Itvo ,-FFrsah FOsedloas.o. e4FFf percers scsMae wLys).1 LAio 54, Toe 5617/16 Mon 7/4/16 111, /1/11' ; Summ.y8. • r41 Tao/9 eooror '4..rraowel4A tvldwavor 141411i., S40.0.415PF08,,P Oetad roe P ret.“ Task 93,337fir 33 ; 71/9A-ve 9 Fnist,on'Y Pyge 5 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "F" Form of funding agreement previously approved by Executive Director THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXECUTION VERSION S A-M1)LE FUNDING AGREEMENT THIS FUNDING AGREEMENT (this "Agreement") dated as of March 1, 2015, by and among t . national banking association ("Funding Lender"), SOUTHEAST OVERTOWN/PARK " ST COMMUNITY REDEVELOPMENT AGENCY, a public and body corporate created under Section 163.356, Florida Statutes ("C ., a Florida limited partnership ("Borrower"), OF Florida non-profit corporation ("Urban League"), Florida limited liability company ("ALC ONY"), imited Partner") and a public body corporate and politic duly organized and existing under the laws of the State of Florida ("Governmental Lender"). agency RECITALS A. Borrower owns a subleasehold interest in that certain real property described in Exhibit A ("Property") located at 1700 NW 4Avenue, 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 her with all appurtenances, fixtures, and tenant improvements mprovements" 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 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 Governmentaa1 Lender to Funding Lender to secure the Fundiag Loan in accordance with the terms of the Funding Loan Agreement. 11, + 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, 20I4 (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. The CRA Grant is being made by CRA to Urban Lea Non -Profit Grant Agreement, dated as of March 1, 2015 (the between CRA and Urban League. di pursuant to the ant Agreement") K, CRA's Tax Increment Revenue Bonds Series 2014A-I 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 tum, 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 "Escrow Agreement"), between CRA and pursuant to which CRA has deposited $7,500,000 with be used to fund the CRA Grant in accordance with the Grant Agreement. 2 arch 1, 2015 (the agent thereunder , which funds will Agreement and this THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 ( 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 "Partnershi Agreement') among Partnership Agreement, the Investor Limited Partner 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 f 1, 2015 (the "Surtax Loan Agreement"), between Borrower and Miami -Dade County, Florida (the "County"), and that Promissory Note, dated as of March f 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. 3 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 I 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 Agreernent, 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 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 bas 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. 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 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUIVIENT. 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, 3n 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 k,Funding Loan Agreement, for the deposit of certain funds which will be used to pay costs 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 fouu 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. 8 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 (1D'h) day thereafter and (b) the third (3`d) 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 faiture 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 sate 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 hortion of the ALC Loan within the Approval Period, such Application for Payment 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 arid 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 A greement, 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, Assigrunent 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 Lamrovernents 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 Mortgl te. 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 tbe 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, 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 terrns 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: 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, 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 DI 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 arid 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 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: If to Borrower or ALC Lending: - • A , 2nd Floor New York, New York 10013 325 East Hillcrest Drive, Suite 160 Thousand Oaks, California 91360 Attention• Os . ions Manager/Asset Manager 390 Greenwich Street, 2nd Floor New York, New York 10013 Attention: Accou t Specialist 388 Greenwich Street New York, New York 10013 Attention: General Counsel's Office 1201 h ree Street Suite 20 Atlanta, A 30309 n Avenue, Suite 602 Miami, F o ida 33133 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. and Suite 2300 Cleveland, Ohio 441.14 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2zid Avenue Third Floor 'Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Facsimile: (305) 679-6835 701 Brickell Avenue uite 3000 Miami, FL 33131 9100 S. Dadeland Boulevard Suite 904 Miami, FL 33136 16 If to Urban League: lf to BONY: If to the Investor Limited Partner: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 0161 Centurion Parkway acksonville FL 2256 Telephone: (904) 645-1900 Facsimile: (904) 645-1930 600 Superior Avenue Suite 2300 eveland, Ohio 44114 s and; 626 W. Jackson Blvd, Suite 400 Chicago, IL 60661 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] 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WUNESS WHEREOF, the parties have caned this Agreement to be executed effective El3 of the day and year first above written. LENDER; CITIBANK, N.A. a national banking association • Attest: Approved as to form and correctness: THIS DOCUMENT IS A SUBSTITUTION TC ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY S-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. BORROWER: a Florida I rnited liability conipany, Its; Managing General Partner S-3 By Nam Title S-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Flarida limited liability company By: S-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. a BONY; By ,!1 S-6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. By: Name: TiLle: rlf v• loe. • S-7 THIS DOCUMENT IS A SUBSTITUTION TC 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 term and conditions set forth in the,Partnership Agreement. INVESTOR LIMITED PARTNER: a Delaware limited partnership By: S-7 THIS DOCUMENT IS A SUBSTITUTION TC ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A LEGAL DESCRIPTION A Tract "10", of "TOWNPARK SUBDIVISION 4 U.R. PROJECT FLA R-10", according e Plat thereof as recorded in Plat Book 87, Page 52, of the Public Records of Miami -Dade 4.4ty, Florida. Being more particularly described as follows: Commence at the Sout t corner of said Tract 10; thence North 03°21'00' West along the East line of said tract 10 for a di • 4 e of 690.69 feet to a point of curvature of a circular curve to the left, concave to the Southwest ce ce North, Northwesterly, and Westerly along the arc of said curve, having for its elements a r 4 . of 25,00 feet, through a central angle of 87°37'25" for an arc distance of 38.23 feet to a point of ncy; thence South 89°O1'35" West, along the North line of said Tract 10, for a distance of 7 feet to the POINT OF BEGINNING of the hereinafter described parcel of land; thence co I_ the 89°01'35" West, for a distance of 242,15 feet to a point of curvature of a circular cu he left, concave to the Southeast; thence Westerly, Southwesterly, and Southerly along the a 'id curve, having for its elements a radius of 25.00 feet, through a central angle of 9035 54' o are distance of 39.53 feet to a point of tangency; thence South 01°34'19" East, along the We ne of said Tract 10, for a distance of 463.76 feet; thence North 87°43'18" East, along the No of a 40,00 feet Utility Easement, for a distance of 105,35 feet; thence North 01°34'23" West, o distance of 239.94 feet; thence North 89°46'38" East, for a distance of 49,25 feet; thence North i'35133" West, for a distance of 170.15 feet; thence South 895943' East, for a distance of 110.67 feet; thence North 02°0525" West, for a distance of 79.08 feet to the POINT OF BEGINNING, A-1 EXHIBIT B FORM OF ESCROW LETTER [DATE] ompany, , 10161 Centurion Parkway Jacksonville, FL 32256 Attention: 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 c' I") dated as of March , 2015 (the "Funding Agreement") by and among,, a national banking association ("Funding Lender"), Southeast Overtown/Park West Community Redevelopment Agency, a public ageric and body co 'oratecreated under Section 163,356, Florida Statutes ("CRA"), "Borrower" 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, B-1 EXHIBIT C FORM OF WRITTEN REQUISITION (Project Fund) 10161 Centurion Parkway Jacksonville, Florida 32256 Re: $12,000,000 Housing Finance Authority Multifamily Mortgage Revenue N 24, 2015 Date: No.; Account(s): THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ade County(Florida) ed March This requisition is being delivered to you in accordance with the Fundin Agreement, dated as of March 1, 2015 (the "Fundth LoanAta " a °Mt (the "Fundin. Lend Loan - $ ., W ws s (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 arriounts: PROJECT FUND: BORROWER EQUITY ACCOUNT: CAPITALIZED INTEREST ACCOUNT: URBAN LEAGUE PROCEEDS ACCOUNT; $ 2. The undersigned certifies that: 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 arty 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 aver 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. Inc following pnragraph is to be included in tmy 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, THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ili. Ali 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 RC 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 a Florida limitedpartrte By: Its: ..,m,tlytteete..writ02;410: - • '• • 4 #35024691.:a 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; 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 (c) 2. With respect to each Application for Payment calling fo-r 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; D-1 (d) (f) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. unconditional lien waivers from all subcontractors, materialmen and suppliers paid from the previous Application for Payment; evidence of compliance with the terms of the Development Agreement; 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 arid an itemized requisition far 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; 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; in the event that any Application for Payment includes the cost of materials stored on the Property ("Onsite Materials"), such Application for 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 rea 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 iterns, subject to a ten percent (1 OV0) 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: Attention: Facsimile: With a copy to: ler0,•0,1 D-3 9100 S. Dockland Boulevard Suite 904 Miami, FL 33136 D-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. T E THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. OF APPROVED PtANS AND SPE r CATIONS E-1 The plans and specifications prepared by a *ated July 8, 2013, and fast revised on August 11, 2014 as more particularly Identified below A00.1 A0.0 A0,1 A0.2 2s14 A0.3 8rd Laval Hoar A0,4 4th tluu 8Ul 7yplea1 1 Poor Plan A0.5 Root Level Floor Plan A0.8 Roof Leval Moor Plan A1.0 1st Level Plan Partial A A1.1 181 Level Plan Partial 8 A1.2 2nd Le* Pion 1 A A1.3 2nd Laval Plan Partial B A1.4 3rd Level Plan Panful A A1.8 3rd level Plan Partial A18 4th ' _ , +; Plan Partial A A1.7 4th Level Wan Partial B A1.8 6th Level Pion Partial A A1.9 5th Level ; __ Partial 8 A1.10 81h Level Plan Partial A A1.11 6th Laval Plan Partial 8 Al y2 Main Roof Level Partial A A1.13 Main R Levet Partial e A1.14 Upper R Level Partle)A Al 1,5 Upper Roo! Leval Partial A2.0 1st Leval Roor Hen Panful 1 A21 1st Level Hoer Plan Partial 2 A2.2 Jai Lave! Roar Pain Partial 3 A2.3 Est level Floor Plan Partial A2.4 2nd Laves Roor Plan Partial 1 A25 2nd Laved Roor Plan Perils! 2 A2.8 2nd Level floor Plan PartleI3 A2.7 2nd Level Roar Plan Partial A2.8 9rd Level Roor Plan Furth' 1 A2.9. 3rd Level Floor Plan Parti812 A2.10 9rd Level Floor Plan Partial 3 A2.11 3rd Level Floor Plan Partial 4 42.12 401thru eth Level Floor Ran Pnrtslt A2.13 4th thru 81h Level Plan Pertiel 2 A2.14 4th thru 8th Level RoorPlan Partial A2,18 4th Utni 8th Level Roo Pian Panful 4 A3.0 Building ar. West Vow A3.1 Building Elevation North W, View 43,2 Buiding Elevation North view A3,3 8uttdlng ©evaUon Eaet View THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 7/8/2013 10/1/2013 7/ 6/19/2014 7/8 1.3 6/19/203.4 7/4y 6/19/2013 7/8/2013 5/19/2014 7/8/2019 8/19/2014 7/8/2019 8/19/2014 7/8/2013 e/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/3014 7/ -W19 5/19/2014 718! 6/ 7 7 7/8/2019 7/8/2013 7/q/2013 7/ 7 4 4 4 7/8/2013 6/1f3 4 . 7/8/2019 7/B/2013 7/8/2019 5i19/2014 7/LV2013 5/39/203.4 7/8/2013 6 4 7/4/2013 0/39/2 7/8/201.3 6/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/4/2013 8/19/2014 7/8/2013 5/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 9 0 ASA4 8ulldtng Elevatlone South View A4.0 9uiding8eotbns A4.1 BWldtrtnSectione A4.2 Wail A4.2 Wail Sao lime A4.4 Partial Roof n A5.0 IatLaval RCP A5.1 2hd Level RCP A5.2 3d Level RCP A5.3 iypical4th thru 8111 Leval RCP AS 0 0057Sehadule & Notes A111 Window Rotas & Ila A6.2 A8.3 A7.0 A7.1 A7.2 A7,3 A7.4 A8.0 A8.1 A9.2 118.9 A8.d RCP Details A9.0 AM A9.1 ADA A9.2 Unit A Man& A9.3 Unft 8 Wan & A9.4 Unit C Plan & in A9,9 UM A UFAG Plan A9.0 Untt 8 UFAS Plan & interior Elavatlons A9,7 Unit 0 UFAS Plan 6 Interior pevapona L3,0 IJfe 8 General Not & Legends L5.1. Life ,; Ground Laval Plan L9.2 Ufa Safety end t ru 8th Plan E7avatof Phut & 8actiona Trash Chute Plan 8 Details Raof Details THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 7/8/2013 5/19/201A 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 6/1 /2014 7/8/2013 5/19/2010 7/8/2013 10/ 33 7/8/201.3 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/18/2014 7/8/2013 5/19/2014 7/8/2013 8/19/2014 7/ 013 10/1/2013 13 5/1.9/2014 13 10/1/2013 10/1/2013 7f$/2013 10/1/2013 7/ ' 'W i0/1/201.9 7 10/1/2013 10/1/ 10/1/2013 10/1,/2013 10/i,/2033 10/1/2013 10/i/2013 10/1/2013 5/19/2014 5/19/2014 5/19/2014 6/19/2014 6/18/2014 5/19/2014 7 100/2013 7/8 5/19/2014 71 13 5/19/2014 7/ 7/8/2019 10/1/2013 7/8/2013 5/19/2014 7/8/2013 5/19/2014 7/8/2013 5/29/2014 13 10/1/2013 7/5/ 5/19/2014 7/8119 10/1/2013 7/8 20/1/201.3 10/1/2013 7 10/ 10/1/2013 5/19/2014 East Elevations Uplift Site Plan 1st level Rots Plan P1.2 2nd Level Floor Plan P13 3rd Level Floor Pion P1.3.1 4th thni _ Level Fiaar Men Pi.4 Roof Level Floor Plan P2.1 T Unita Enlarged Roar P2.2 Typical Ur* Enlarged Floor Plan P3.1 tint Wear Isometrics $ Rfue re P3.2 Plpfi$ 0' * +''=utlan lamed P9.8 Sanits:0 ols Plpbtg &emetics P8.4 San ?Eery Piping 0al'1eotln born; e E Storm tka lna ge k cy, ll�e,1ot�la. nm & e�tr}&® P4.1 Wes ! E AY.'d: Schsd�os & pds d Ste Plan 1st Level Prn E1.2 2nd Level 11.21 3rd Level Ft 2,7 4th taro 8th Level Plan E1.3 Roof Leval E2.1 lyplcal Unit Enlarged Floor Plan E2.2 lypleal Un t Enlarged Floor Plan E3.0 ce) Panels E3.1 Electrical Panels & Lighting Mara Ss Wales E4.0 Beefiest] Meer Diagram E4.1 Telephone Riser gram E4.2 Cable TVRiserDIngram nit Pratcoifolv 7/8/2013 7/8/2013 7/8/2019 7/8/2013 7/0/2013 7 7 7 7 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 5/18/2014 10/1/2014 6/WB/2013 5/16/2014 5/18/2014 8/16/2014 6/i0/20i4 6/16/2014 5/18/201.4 5/10/2014 8/161/2014 1/15/201.4 10/112013 10/ 13 7/8/2013 1/27/2014 7/8/2013 6/16/2014 7/8/2013 5/19/2014 7/8/2013 6/18/2014 7/ -{+13 6/16/2014 7/ 13 10/1/2014 7/8/2013 5/10/2014 7/8/201.3 8/1.0/2034 7/8/2013 6/16/2014 7/8/2013 1/27/2014 7/8/2013 6/10/2014 7/8/2019 6/14/2014 7/8/2013 1,/27/2014 7/8/2013 5/18/2014 7/8/2013 7/8/2013 7/8/20±3 7 19 7 7. 7/8/2013 7/8/2013 12/20 7/8/2013 12/12/2013 7/8/2013 12/12/2013 7/0/201.9 12/12/21113 12/18/2013 5/10/2014 1/18/2014 1,/15/2014 Page Desovrpdon FPO.i She Pion Firs ProtocUon FP1,1 3»t Level Plan FP1.2 Ind Level Plan FP ..2.1 3rd Level Plan FP1.2.2 41h *Wu 8th Love! Rion FP3.3 Roll Leval Plan FP2.1 Typical Unit None FP2.2 I Untt Plan FP3.1 Fire Pwnp Room & Risers Na Pg 0 Covet Sheet C5-1 Paling&Drainage Plan P0-1 Pavhg & ' :. ,,: wan P42 Paving &Ord aDetails P13-3 Slgnage & PerementMarking) Phi-1 Water & Sewer Notes W3-1 Wetar&SiwerMen WS-2 Stormwater Pollution Ptsvendon Plan SWPP-1. NPDE:3 Notes 8WPP-2 Erosion Control Details SWPP3 Erosion Control Details THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. original Drew Letast Ravlsron Dots Dote 7/8l20i3 7/8/201.3 7/8/2013 7/8/2013 7/ 15 13 7 5/20/2014 1D/1/2013 10/iJ2013 10/1/2013 10/1/2013 10/1/2013 10/1/2019 10/1/2013 1D/1/2019 10/1/2013 10/i/2013 10/1/2013 4/18/201A 8/18/2014 6/18/201.4 8/18/2014 10/3/2013 5/10/2014 Sl/18/2014 1/18/2014 6/15/2014 3/20/2014 it/16/2014 3/20/2014 '8/16/2014 0/n/2033 2/28/2014 9/28/2013 5/1/1914 D/25/2013 2;/W2014 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 W,..av/pzi-:,,,,r2.1i.q,IP,K4f.'ti$P:r27`16KM;RV.P4-::',iliiiii:i15 :.:'.-,...;':•;.M.!d6111",•:,PAUg=k5',.;: '';':-•';:ill.:1'..*I''..s:''-5"Efli'r:-. *IIVITA12.,1,z':' *ESTIMATED Cash Conalerel Deposit 702,341 497,949 1,1552 963,970 80,478 3 400,009 The estimated deposits are equivalent to the projected hard cost requisition each month. Alf 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. IT G FOOff` CONSTRUCTION DISE G AGREE 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 Mach_, 2015 ARTICLE I PARTIES AND ADDRESSES AND TELEPHONES 9100 Dockland Blvd Suite 904 Miami, Florida 33156 Phone: 305-779-4402'Ext. 3024 Fax: 3.05-265-7020 1.02 BORROWER: 3225 Aviation Aventl Minrni,FL 33143 1.03 GENERAL CONTRACTOR: 2 P.ornpano Beach, FL 33069 Attention: Phone: Fax: 1.04 LENDER: A/4001-46 vl CR A - Al FNT IC CONSTRUCTION LOAN SERVICES ACR RTIM UNT 18354-N171 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) atilacted 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 Polley 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 Ov rto k Co urn Redeye! 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 FNTIC will execute this Agreement only upon the condition that the construction mortgage to the Lender will be recorded priori() 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 //4001436 v I CRA AMC FNTIC CONSTRUCTION LOAN SERVICES AGREEMENT 38351-000I 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 arid accounting records. ARTICLE IV GENERAL PROVISIONS 4.01 In its capacity under this Agreeinent, 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, 131, 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, modi(ied, 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 Contractors 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 Borrowes 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 hereon A, B, C, D, E, F, G, DATE; THIS DAY OF MARCH, 2015. BORROWER: BY: GENERAL CONTRACTOR: BY: LENDER: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. BY: -AND- Soothe BY: BY: • r*, tive Director unity Redevelopment Agency Shkveg- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "G" 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, L_ ], LLC, a Florida limited liability company ("Lending"), and [ ]. '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 forrn 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 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, 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. 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 g. 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, 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. 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 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 johnlittle001@gmail.com If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2nd 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 2'd 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 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 deteimines, 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. Time shall be of the essence for each and every provision of this Agreement. 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. g. 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, II1, Executive Director THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATTEST: Todd Hannon, Cleric 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: 435211750_y2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "H" 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 referende and made a part hereof. To the extent required by Section 5.3 of the Development Agreementdated January 18, 2013, by and between the CRA and St. John Plaza Apartments, LLC, as the predecessor -in -interest to #4220284 vl 41803-000i 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 terrns 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 he 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, 11,1220284 v 1 4 I 803-0001 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 o f 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 25'h 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. Thc 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. 44220284 vl 41803-0001 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 securethe 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 /J4220284 v l 41803.0001 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. [Signature on Following Page] 04220284 v I 4 1603-WO( 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. MAKER: , a Florida By: Name: Title: /14220284 vl 4180]-0001 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 Hagler 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 "Propert-v"). B. In connection with the Project, Borrower has requested that Lender loan Borrower the sum of S1.0,000,000 (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")] [note: not needed if interest rate is zero because no interest will be duel The Note shall mature on the dale 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 an 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 o f 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: Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn t Asset Management 11,1721517 vl 40303-0001 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 02 I 10 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 norunonetary 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 U4271517 vl 41803-0001 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 period of seventeen (17) years from the date hereof, Lender shall 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. [Signature on Following Page] #4221517 41803-0001 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. LENDER: By: Name: Title: , a Florida 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: 1422[51.7 v 41803-oon: 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." ft47.70290 vi 41803-0001 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 taw, 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 114220290 vl 41803-0001 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 41803-000i 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 andlor 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, an.d 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 J1JRY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WI -ETHER 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 NIAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. #4220290 v 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' onthe terms and atthe 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 Docurnent. 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. [Signature on Following Page] U4220290 vl 41803-0001 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. 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: M4220290 v I 41803-0001 THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 0E SEEN ATTHE END [>FTHIS DOCUMENT. THIS INSTRUMENT WAS PREPARED BY, RECORD AND RETURN TO: Patricia Green, Esq. Stearns Weaver Miller, otal, 150 West F|ag/pr 5troet, Suite 2200 Miami, Florida 3313O NOTE TO RECORDER: This Mortgage and the Note secured hereby are given hnsecure the financing of housing under Part of Chapter 420 of the Florida Statutes and are exempt from taxation pursuant tnSection 4J0.013Florida Statutes. LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OFLEASES THIS LEASEHOLD MORTGAGE AND SECURiTYAGREEMENT AND ASSIGNMENT OF LEASES (the "k4ortgage"), dated on 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 P|ace, Boston, MAO21O8 ('&4ortgagor), in favor of . a F|orido . with an address of 340 West F|aQ|or Gtroet, Suite 313, Miami, FL 33130, ("Mortgagee"), VV|TNESSETH That for goodand Ve|uab|m conaidorohon, and to secure the payment of the Promissory Note executed by the Mortgagor in favor ofthe Mortgagee in the original principal amount of TEN MILLION- and NCV100 DOLLARS (U,G. $10,000.000), as the same may be nenewwd, 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 pnzvkjod in the Promissory Note and to aeouna any�cther indebtedness owed by Mortgagor to Mortgogea, now or hereafter arising under the terms of this Mortgage or in any other instrument constituting additional security for the Note, and all other mumu of money secured an provided under this Mortgage, the Mortgagor does gnent, bargain, seU, remiow, nelm000, and convey unto the Mwrtgagee, its successors and anoigns, the nao\ ooto1e described in Exhibit A, which is attached and made m port ofthio Mort8age, wh|ch, together with the property hereinafter denchbed, is referred to herein as the "Property"; TOGETHER WITH: (a) All buildings and improvemento, now or hereafter located on the Proparty, all privileges and other rights now or hereafter made appurtenant theneto, including, without limitation, oUriQht. title and interest of Mortgagor in and toa|| a1neeto, roads and public places, opened or proposed, and all easements and rights -of -way, public or private, now orhereafter used inconnection with the Property; and #422/mu./ wmo-0v / THIS DOCUMENT |5ASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 0E SEEN ATTHE END CJFTHIS DOCUMENT. (b) All fixtures, 8ttinou, furn\nhings, app|ioncoa, apparatus, gonds, equipment, and machinery, and all building material, aupp|kao and equipment now orhereafter delivered tothe 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 ntnndihg on the Property; such other goods, equipmont, chattels and personal property as are usually furnished by landlords in ��#]ng premises of the character hereby onnveyod, and all renewals or rap|acernento thereof or articles in substitution thensof, all of the entahn, right, title and interest ofthe 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 1henanf, all of which shall be deemed to be fixtures and accessions to the freehold and a part ofthe 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 yubiect too lease agreement, conditional sale agreement or chattel mortgage of the Mortgogor, any and all deposits made thereof ortherefor 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 Mortgageo, its successors and assigns, all )oa000 and use agreements of machinery, equipment and other personal property of Mortgagor in the categories henainabove net 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 toMortgagee of such leases and agreements when requested by Mortgogee, 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 un|ess it so chn000s, which obligations Mortgagor hereby covenants and agrees towell and punctbaUyperform The items set forth in, this, paragraph (b),mra sometimes hereinafter separately referred to as "Collateral"; and (c) All nents, noyaKieo, issueo, 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, howaver, that permission is hereby given to Mortgagor so long' as no default has occurred hereundor, to coUoct, naceme, taka, use and enjoy such rerts, royalties, isnues, profits, revenue, income and other benefits no they become duoend pmyah|e, but not inadvonoa thereof. The foregoing assignment shall befuUynporativ�without any further action on the part of either party and specifically Mortgagee ahaUbil entitled, at its option upon the, occurrence of m default hereunder, to all rents, mya\be*o.Jsoues. prof{s, nevenue, income and other benefits from the property described in paragraphs and (b) hereof whether or not Mortgagee takes possession of such property, Upon any such default heraunder, the permission hereby given to Mortgagor to collect such rents, poyalties, isnues, prOfits, nyvnnua' income and other benefits from the property described 'in poragrapks(P) and (b) hereof shall terminate and such permission shall be reinstated upon o timely cure of the default, if permitted henein, upon Mortgagee's specific consent. Neither the exiel"cise of any rights under this paragraph by Mortgagee nor the application of any such rerda, royalties, isxueo, profits, navenue, income orother benefits hothe indebtedness and other sums secured hereby, shall cure or waive any defoult or notice of default hereunder or invalidate any act done v^zz/mo./ 4/93-00/ ' THIS DOCUMENT |S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN GE SEEN AJTHE END QFTHIS DOCUMENT. pursuant hereto nrtoany such notice, bu(shall bo cumulative ofall other rights and re�nad�u. (d) All right, title and interest oyMortgagor in and to all leases now urhereafter on or affecting the property described inpa/agnapha (a) and (b) henmof, together with all security therefor and all monies payable thereunder' subject, however, to the conditional permission herein U iven to Mortgagor to collect the ranbdo under any such |eono. The fVregoinQ assignment ofany lease uheU riot be deemed to impose upon Mortgagee y of the obligations or duties of Mortgagor provided in enynodl/mase.�nnd. Mortgagor agrees to fully per -form all obligations ofthe 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 ohoU expire or terminate or as any new |eeno 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 totime, upon request nfMortgagee, Mortgagor shall specifically assign to Mortgagee anadditional security hereunder, byaninstrumen\inwriting }n such form as may be approved by Mortgagee, all right. title and interest ofMortgagor inand to any and all leases now or hereafter on or affecting the Property, together with all security therefor and all monies payable hereundmr, subject to the conditional permission hmreinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall execute and deliver to Mortgagee any notiOoabon, financing statement or other document reaoonmb<y required by Mortgagee to perfect the foregoing assignment astoany such lease, (a) To. the exhard of the indebtedness secured herein, all )udomords, awards of damages and settlements hereafter made as o result of or in lieu ofany taking of the Property or any part thereof or interest therein under the power of eminent donnain, or for any damage (whether caused by such taking or otherwise) to Property or the improvements thereon or any part thereof orinterest therem, including any award for change of grade of streets. Ul Tothe extent ofthe indebtedness secured horein, all insurance policies covering all or any portion of the Property and all b)umprinbS, p|uns, m@pa, dooumentn, books and records relating tothe Property. (g) To the extent of the indebtedness secured herein, all proceeds of the conversion, voluntary or invo|untary, of any of the foregoing �nto cash or liquidated claims, TO HAV&AND TO HOLD the above granted Property, with all the privileges and appurtenances to the same belonging to the said K4ortgagen, its successors and assigns, to its and their use and behoofforever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be Po/d to the Holder of the Note the principal due under the Noto, at the time and in the manner' stipulated therein, and shall pay or oouno to be paid all other sums payable hereunder and all indebtedness hereby omcuncd. then. in such oase, the oadmte, right, title and interest of the 000/o*^,/ mmm-0o1 THIS DOCUMENT |5ASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AJTHE END 0FTHIS DOCUMENT. Mortgagee inthe Property shalloeone. determine and become void and the Mortgagee shall, cancel, release and discharge this Mortgage. ARTICLE ONE k8urtOaqn/oCovonmnb; Mortgagor covenants and agrees with Mortgagee tha 11 Title. 3. The Mortgagor warrants that: it has good and marketable title to an |ndohaoWb(e leasehold interest estate in the Propmrty, subject to no ||eno, charges or encumbrances other than the lien of this Mortgage, the lien of junior mortgages in favor of (the "Junior pNnrt0o8e^) any encumbrances existing and recorded in the public record prior to or in connection with the recording of this Mortgage (ooUoobve}y. 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 aheU remain u valid and enforceable lien on the pnopmrty, subject only tothe 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 Lendor'), as annended, nzotuhad or modified from Ume 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 henain, any encumbrances approved or allowed by the Senior Lender and/or the Mortgagee nheU be considered aPermitted Encumbrance under this Mortgage. b. Mortgagor shall maintain the property free of all security inhen:nts. liens and encumbnanoea, other than Permitted Enoumbranneo, the security interest hereunder orany lien orencumbrance disclosed toand approved byMortgagee inwriting. n� The Mortgagor shall do, oxecube, acknowledge and 'dmUver all and emery such further mc<s, deeds, oonveyannau, mortgages, assignments, notices of assignments, transfers and assurances as the Mortgagee ohoU from time to time requira, for the better asouhng, nonveying, aanigning, transferring and confirming unto the Mortgagee the property and rights hereby conveyed or assigned or intended now orhereafter no 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 fiUng, registering orrecording this Mortgage and, on dennand, shall execute and deliver, and hereby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may vo/z/mo,/ wmo-0ou/ THIS DOCUMENT |S/kSUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN GE SEEN AT THE END OF THIS DOCUMENT. lawfully do ao, one or more financing ubaten`enbs, chattel mortgages or comparable security instruments, toevidence more effectively the lien hereof upon the Collateral. d. The Mortgagor oh8U, upon the execution of this Mortgage, the Loan Agreement dated of even date herewith between Mortgagor and Mortgagee and the.Ncdn (collectively, the "Loan Oncumenta'), cause all recordable Loan Doou[nmntn, 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 lien hereof upon, and the interest of the Mortgagee in the Property. e. The Mortgagor shall pay for all filing, registration orrecording fees, and all expenses incident tothe pmeporodon, execution and acknowledgment ofthis Mortgage, any mortgage supplemental hereto, any security instrument with respect to the CoUab:ra|, and any instrument of further aosunnnce, and all present and future federal, ntatm, county and municipal stamp taxes, documentary stamp taxem, intangible tax9n, all other taxen, duhes, irnpnuto, assessments and other similar chargas, including interest and pnno|bes thereon, if any (collectively referred to as the "Documentary Taxes") arising out oforin connection with the execution and delivery of the Ncdo. this MortQoQa, any mortgage supplemental hereto, any security instrument with respect to the Collateral or any instrument of further aosuosnoe, Mortgagor shall ond hereby agrees to' indemnify the Mortgagee for the full amount of all Documentary Taxes paid by the Mortgagee orany liability (including penalties and inherest, if any and Mortgagee's reasonable costs and reasonable attorneys fees related theneto)�srinin8 therefrom or with respect thereto. Without prejudice to the survival of any other agreement of Mortgagor hereunder urunder any other Loan Oocumont, the agreements and obligations of Mortgagor contained in this section shall survive the payment in full of the Not , e, [ 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, ru|en, ord|nanoen, statuten, orders and decrees of any governmental authority or court applicable tothe Property orany part thereof. 13PavmerdofNote. The Mortgagor shall promptly and punctually pay principal and all o8,nrsums due or to become due pursuant to the terms of the Note, inthe time and manner set forth therein�.' 1.3Mminhenanoe and Repair. The Mortgagor shall keep the Phoperty in good condition and operating order and shall not commit orpermit any waste thereof. Mortgagor shall diligently maintain the Property and make any needed ropairs, rep/acenoents, ronawa|o, additions' and improvementa, and complete and restore promptly and in 'a good workmanlike manner, Mo agor'nhaUndt remove any part of the Collateral from the Property or demolish any part o/ the Property Or materially alter any part of the Property without the prior written consent of the Mortgagee which consent shall not be unreasonably denied, conditioned or de/eyed. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the #vmoww w80*o00/ THIS DOCUMENT |6A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OFTHIS DOCUMENT. Property, including the interior of any ntrVctures, at any reasonable time upon prior notice and subject to right of tenants in possession, 1.4Como|innoe with Laws. 'The Mortgagor shall comply with all /awo, ondinances, megu|ohnna, covenanto, conditions and restrictions affecting the Property or the operation thereof, and shall pay all fees or charges of any kind in connection therewith, 1.5|nsungnce. The Mortgagor shall keep all buildings and improvements now or hereafter situated on the Property insured against |nso or damage by fire and other hazards on may reasonably be required by any senior mortgagee under the Prior Encumbrances, 1.6Casua|ty. Mortgagor shall promptly notify Mortgagee of any rnotoha| loss whether covered by insurance or not. Any insurance proceeds shall be used to restore the Properly, if such insurance proceeda, togotherw4h such other funds available to K4mrtgagur, are adequate for such restoration but J not, 'then such insurance proceeds yhoU be paid to Mortgagee-, providwd, 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 inthe event ofloss or damage by fire or other CasValtv. Mortgagee uhgU restore or rebuild the buildings and the improvements onthe Property. 13Condemnation, The Mortgagor, immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Property or any portion theneof, ohoU notify Mortgagee in writing of the pendency thereof, Subject to the rights nfany senior lenders under the Prior Encumbrances, the Mortgagor hereby mSoigna, transfers and sets over unto the Mortgagee tothe extent of the indebtedness secured henain, all oompennation, rights ofaction, prVmsadn 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 rebui|ding of the Property; provided, however, that all proceeds ofmcondemnation award shall be applied in accordance with the requirements of any senior mortgage under the Prior Encumbrances. 1.8Umno and Encumbrances, Except on 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 ofany Permitted Enoumbronoyo, and shall pay when due all obligations, lawful claims or demands of any person, which, if unpaid, might result in, orpermit'the creation of, n lien or encumbrance on the Property or' on the renta, issues, income and profits odsihg therofrom, whether nuch lien wou|d be senior or subordinate horeto, including all claims of mechanics, matoha|rnen. laborers and others for work or labor performed', or materials or supplies furnished inconnection with any work done in and tothe Property and the Mortgagor will do or cause to be done everything necessary so that the lien of this Mortgage in fully praaen/ed, atnocost to the Mortgagee. 1.9Taxes and Assessments. The Mortgagor shall |nfull when due, and in any event before any penalty orinterest aitaohes, all general taxes and assessments, special taxes, muz/0wor/ 4/mo'mm/ THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OFTHIS DOCUMENT. � special asaennments, water chorgeo, sewer service uhargam, and all other charges against the Property and shall furni5h to Mortgagee official receipts evidencing the payment thereof. 1A0 Sale ofPromsrt.V a. Without the consent, of Mortgagee which consent shall be in Mortgagee's uo|w and absolute diocreUon. Mortgagormay not transfer all or any part of the Property or any interest (direct or indirect) in, the Property, b� Any permitted or approved ao|e or other disposition of the membership inhsnoato 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 Pnnpertv, orany part thereof, uhoU 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 prov\niono, the grantee under such deed shall be deemed to assume by its acquisition of the Property all the Oh/i88h0no established bythe Loan Documents. d. Mortgagor shall not aeU, nooiQn, transfer or otherwise dispose of any ponbVn of the C0|k9h8na| or any interest therein and shall not do or permit eO\thk7g to be done that may impair the Coliateral without the prior consent of the Mortgagee which consent shall be in Mortgagee's sole and absolute, discretion. 1.11 Advances, |fMortgagor shall fail hoperform any ofthe covenants herein contained or contained in any instrument constituting additional security for the Note. the Mortgagee may, without creating $nobligation to do so, make advances on its beha|f. Any and oU sums so advanced ohoU be a lien upon the Property and shall become secured by this Mortgage, The Mortgagor uhoU 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 hen (10) days from receipt of written nequeot, shall furnish oduly acknowledged written statement setting forth the amount of the debt secured by this PWortgmge, and stating either that no set-offa or defenses exist against the Mortgage debt, or if any such setoffs or defenses are alleged to exist, the nature thereof, 1,13 Assiqnment of Rents and Leases. Subject to the Prior Encumbrances, Mortgagor agrees to execute and deliver kzMortgagee 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. /n addition to the above and subject to the Prior Encumbrances, Mortgagor absolutely and unconditionally assigns and transfers to Mortgagee all rents and |eosmo relating to the Property, It is the intention of Mortgagor to establish o present, absolute GDU irrevocable transfer and w;o1ww`/ woo-0v1 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 toapay 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 Mo gagee. However, until the occurrence of an Event of Default, Mortgagee hereby grants to Mort rents in trust for the benefit of Morlgagee 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 collect and receive all rents, to hold all and to apply all rents to pay the installments of interest the Note and the other amounts then due and payable o pay the current costs and expenses of managing, So long as no Event of Default has occurred and is lication pursuant to the preceding sentence may be retained by Mortgagor free and clear of, and released from, Mortgagee's right with respect to rents under this Mortgage. From and afte the occurrence of an Event of Default and without the necessity of Mortgagee entering upon anc taking and maintaining control of the Ffroperty directly, or by a receiver, Mortgagors license to c llect rents shall automatically terminate and Mortgagee shall without notice be entitled to all rents as they become due and payable, incl riding rents then due and unpaid, Mortgagor shall pay to Mortgagee upon demand all rents to whi 1-1 Mortgagee is entitled.' At any time on or after the date f Mortgagee's demand for rents, Mort agee may give, and Mortgagor hereby irrevocably autho izeS Mortgagee to give, notice to al tenants of the Property instructing then to pay all rents o Mortgagee. Any such notice by tvlo gagee shall be delivered to each tenant personally, by al or by delivering such demand to ach rental unit. Mortgagor shall not Interfere with and shall cooperate with Mortgagee's collection 4f such rents. 1.14 Subordination to P ior Encumbrances. Notwithstanding nything herein which is or which may appear to be to th contrary, the lien of this Mortgage a d Mortgagee's rights hereunder', including without limitat on, Section 1.13 hereof, are subordi ate and inferior to the lien of the Prior Encumbrances a d this Mortgage and the other Loan ocuments are subject to the terms of the Subordinationagreement (CRA) dated of even date erewith among Senior Lender, Mortgagor and Mortgag e and shall be subject to a simile subordination agreement' in' 'favor of Citibank, N.A. i connection with the permanent firjancing for the Property. 1.15 Compliance with Other Financing. Mortgagor shall cc:imply 'th any and all loan documents from 'any and all other firancing 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 Affectin M rt ed Property. Mortgagor shall c p y with and observe its obligations as landlord under a leases affecting the Property or anyart thereof, 0422104G v I 41803-000 l' THIS DOCUMENT |S ASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN GE SEEN AT THE END OF THIS DOCUMENT. ARTICLE TWO ' Default 2.1Events of Default. The following 'shall be deemed to be Events of Default a.Failure to., make a,Dy payment when duein accordance.with the terms of the Note secured by this Mortgage, onyother loan documents executed in connection with this (oan, or any other promissory note secured by mortgage recorded against the Property, b. Failure to keep or perform any of the other material bomnn. covenants and conditions in this Mortgage nrany other mortgage recorded against the Property provided that such failure shall have continued for m 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 tennn, covenants and conditions in any loan document for any otherfinancing relating to the Property, d An evert of default under or institution of foreclosure or other proceedings to enforce any Permitted Encumbrance or any other mortgage or security intenent. lien or encumbrance ofany kind upon the Property orany portion thereof. e. The K8ortgagnr, or any successor urassign including, wbhout|imi\edVn. the current owners of any interest in the Property shall� (i)Oha 8 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 . (il) 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 (iv) be the subject of an order for relief against it in any Bankruptcy Prooeoding�or (v)have e custodian or m trustee or receiver appointed for or have any court take jurisdiction of its pnoperty, or the major part thereof, in any involuntary proceeding for the purpose of reorganization, arrangement., disao|uhon, or liquidation if such receiver o/trustee shall not be discharged or if such jurisdiction re|inquinhed, vacated or stayed on appeal or otherwise within forty-five (45) days; or (vi) make an assignment for the benefit of its creditors; or x4z//0w6"/ (vii) admit in writing its inab or y THIS DOCUMENT I5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. o pay its debts generally as they become due; {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 v1 41903-©001 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 liabilityfor 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 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 saie 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. 84221046 vl 41803-0001 11 THIS DOCUMENT |SA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 8E SEEN AJTHE END [}FTHIS DOCUMENT. f� Upon the. completion ofany sale nrsales made bvthe Mortgagee under or by virtue of this section, the Mortgagor, or an officer ofany court empowered to do oo, shall execute and deliver to the accepted purchaser Or purchasers a good and sufficient instrument,. or good and sufficient instruments, oonveying, assigning and transferring, all estate, riQht, title and. interest in and to the property and rights sold, The.Mortgogoeis hereby appointed the true and lawful attorney irrevocable of the &1odgmgor, in hsnamm-Gnd s\ead, 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 [rnnafer, 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 du by virtue hereof. This power of attorney ahoU be deemed to be a power coupled with an interest and not subject to revocation, Nevertheless, the Mortgmgor, if so requested by the Mortgogee, 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 Mortgagae, for the purpooe, 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 judgment or decree of foreclosure and so|e, shall operate to divest all the estate, right. UUe, inhanast, claim and demand vvhatsoever, whether at law or in equity, of the Mortgagor in and to the properties and rights so so|d, and shall be a perpetual bar both ak law and inequity 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 gr anted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and oo|e), the entire principal of, and interest on and other charges related thereto, the Noba, if riot previouslyduo and poyab|e, and all other sums nwqu)n3d to be paid bythe Mortgagor pursuant tnthis Mortgage, immediately thereupon shall, anything in the Note or in this Mortgage to the contrary notwJithstanding, become due and payable. h� The proceeds or 3vai|n of any ooha made under orbyvirtue of this section, together with any other sums which then may be' held by the Mortgagee under the provisions of this section protherwise, shall beapplied aafollows: First: To the payment of the costs and expenses of such aw|e, including reasonable compensation to the N1ortgmOae, its agents and oounna/, and of any judicial proceedings wherein the same may be made, and ofall expenses, liabilities and advances made or incurred by the Mortgagee under this K8origagc, together with interest at the rate for advances hereunder \nSection 1.11. Second: To the p8ynver8 of any other sums required to be paid by the Mortgagor pursuant toany provisions ofthis Mortgage oroythe Note, Third: To the payment Vfthe whole amount (hen dVe, owing or unpaid upon the Note for principal and inVsnewt, with interest onthe unpaid principal and accrued interest at the nsto specified in the Note, from.and after the happening of any Even( of Default described xmz/*mv/ wxm-0o/ 12 � THIS DOCUMENT |SA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 8E SEEN ATTHE END QFTHIS DOCUMENT. above from the due date of any such payment of principal until the same is paid, Fourth: To the payment of the ourp|ws, if any, to the Mortgagor or whomsoever inlawfully entitled toreceive the same, Upon any sale made under orbvvirtue ofthis 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 enclsale,, the Mortgagee may bid for and acquire the Property or any part thereof and in lieu of paying Cash therefor may nnaK8 settlement for the purchase price by crediting upon the indebtedness of the Mortgagor secured by this Mortgage the net ua|oa price after deducting therefrom the expenses of the ua\n and the cost of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage. The KXortgaDee, upon so acquiring the Property, or any part thereof shall be entitled to ho\d. |euse, pent, operate, manage and sell the same inany manner provided byapplicable laws, ARTICLE THREE Miscellaneous Terms and Condit -ions 3.1 Rules of Construction, When the identity of the par -ties 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, 32Sovermbi|hy, If any b*nn of this &4origoge' or the application thereof to any person or CirournStoOCea. shall, to any eXtent, be invalid or unenynroeaU7m, the remainder of this KXortgaga, or the mpp|\ooUon of such term to persons or circumstances other than those as to which it is invalid or unenforuoab|e, shall not be affected theroby, and each bynn of this Mortgage shall be valid and enforceable to the fullest extent permitted by law. 3.3Guocesoors in Interest, This KAortQoQo applies to, \nunpn hothe benefit of, and is binding not only on the parties hereto, but on their heiro, exooutors, adrn\nishahmrs, ouooeaoo/s and assigns. All obligations of Mortgagor hereunder are joint and several. The term "Mortgagee" shall nnean the holder and owner, including pledges, of the Note secured hereby, whether ornot named oaMortgagee herein. 34Ncticoo. All notices to be given pursuant to this Mortgage shall be sufficient if nnoi|Bd postage preAaid, certified or registered moi|, return receipt requested, to the above described addresses of the parties hereto, or to such other address an m party may request in writing, Any time period provided in the Dk/iAg of any notice shall commence upon the date such notice is deposited in the mail, 3.5ModificaUonn. This Mortgage may not beamended, modified or changed, nor nhoU any waiver of any provision be effective, except only by on instrument in writing and w22/wm./ wmo-0n/ 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN 0E SEEN AJTHE END OFTHIS DOCUMENT. signed by the party against whom enforcement of any waiver, omendmont, change, modification ordischarge issought, 3.68ovenn|nQ Law. This Mortgage oho|| be construed according to and governed by the laws of the State of Florida. 37 Limitation of Liability. Notwithstanding any provision or obligation to the contrary hareinbehonaorhereinafter set forth, from and after the date ufthis Mortgage, the indebtedness secured by thisYWort8aQe including the Note shall be a non -recourse obligation and the |inbiUb/ of the Mortgagor (including, without UmitGbon, its nmanlbero, offioers, or employees) hereunder shall be limited to the interest in the Property. Collateral and all other security net forth herein or in the Note and the Mortgagee shall look exclusively thereto, or to such other security 8a may from time to time be given for payment of the obligations hereunder, and any judgment rendered against the Mortgagor under this Mortgage ahnU be limited to the Property and any other security no given for satisfaction thereof. No deficiency or other personal judgment nor any order ordecree ofspecific performance shall berendered against the Mortgagor (induding. without limitation, its members, officers, or employees), their heirs, personal rcpranontohves, sunce000rs, transferees o[asai no, an the cane may be, in any action or proceeding arising out of this Mortgago, or any judgment, order or decree rendered pursuant to any such action or proceeding. 3.8Nobce 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, ALimited Partnosh|p, or its successors or assigns shall be deemed to be a cure by the Mortgagor and ohe|| 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 nhoU also be sent to Boston Capital Corporate Tax Credit Fund XL. A Limited Partnership, One Boston Place, Boston, MA 02108, Attn: Asset Management. v*zz/01a,1 wmo-0o/ [Signature onFo/[owingPage] 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: 1,14221046 vl 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 II Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 15 THIS DOCUMENT |BASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AJTHE END OFTHIS DOCUMENT. STATE OFFLORIDA ) )oa: COUNTY OF ) The foregoing instrument was acknowledged before me this day of . 2015 by _1 as of Boston Capbn> Partners U Corporation, o Massachusetts coq?on*Uun. the sole general partner of Boston Capital Companion Limited Partnership. m Massachusetts limited partnership, the managing member ofSt. John CDP'BC K1W1. LLC. a Massachusetts limited liability oompany, as the Manager of SJPApartmento MM. LLC. a Florida limited liability company, as the Manager of SJP/\partmentn, LLC. a F|ohda limited liability compony, on behalf ofsaid limited liability compony, who is personally known to moorwho produced as identification. NOTARY STAMP wmz/m6v/ wma-0o / Print orStamp Name: Notary Public, State ofFlorida at Large Commission No.: MyCommission Exp�ree: 16 THIS DOCUMENT \5A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT 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 4B indusive, all in Block 1 of PARRY'S DIVISION of lots 8. 4, 5, B. 7, O. 9, 10. 11 and 12 of Block One (1) in JAPES ADDITION T[)THE CITY OFyWLAM| FL, according to the Plat theneof, as recorded in p|et Book B. page 163 of the Public Records of Miami -Dade Counb/, Florida, LESS that certain area lying North of the South Right -of -Way line for State Road No. 856' (Interstate 395) as depicted on that certain Florida Department ofTnannportadon Right -of - Way Map Section 87200'OOOC. Sheet 6 of 16. |ma\ nnWoion October 27. 2013. being more particularly described nsfollows: BEGIN a the southeast corner of said Lot 23; thence along the South line of said Lots 23 through 25 inclusive, North 89055'48^ West, 79.02feet to the southwest corner ofsaid Lot 25� thence along with VVoat line of said Lot 25 and Lots 41 through 48 inclusive, North 00°19'30" VVeut. 265,28 feet to the South Right -of -Way line of aforesaid State Rood 636. (interstate 395)� thence along said Right -of -Way Une, North 89"51'58" East. 79.47 feet to the East line of said Lot 23 and Lots 41 through 48 inclusive, South 00.13'41" East, 205,56 feet to the Point of Beginning. Said lands lying and situate in the City of Miami,* Mionni'Qode County, Florida. WEST PARCEL Apmroo| of land, being Lcda 8throuQh 13ino|usive. Lots 20through 28indusive. and portion ofLois 29 through 38. all in Block 1 of Parry's Division of Lots 3, 4, 5. 8. ?. 8.,9. 10. 11 and 12 of Block One (1) in Japes Addition to the City of Miami, Florida, according to the Plat thereof, on recorded in Plat Book B.� Page 163 of,tho Public Records of Miami -Dade County, Florida,togetherwiththat certain parcel ofland described inDMicio|Records Book 1321n.Page 1�6.of the Public Records of Miami -Dade County. Florida, being more particularly described as follows, - BEGIN at the Southeast corner of said Lot 28; thence along the South line of said Lots 26, 27, 38 'and 'along the South line of the aforementioned parcel described in Official Records Book 13210. Page 178, North 89955'48" VVoet. 158.26 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 through13 induaivu. North 00"31.28^ West, 326.67 feet to the Northwest corner ofsoid.Lot 13; thence along the North line cfsaid Lot 13, North89"55'33" EooL 79.71 feet to the northeast corner of said Lot 1 3� thence along the East line of said Lots 4 through 13 inclusive, South 00"25'28" East. 244.95 heat to the Southeast corner of said Lot 4;, thence along with North line of said Lots 27and 28. South 89"57'49^Eaot. 29.28Maot; thence North 00"18'30" West, 245.00feet (o a point on the North line ofsaid Lot 38;thence along said |ine88°55'33" East, 50,00 feet to the Northeast corner of said Lot 38; thence along the East line of said Lots xvo/m^v/ wuu3-o00/ 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°1930" Est, 327.06 feet to the Point of Beginning. Said lands lying and situate in the City of Miami, Miami -Dade County, Florida. 04221046 vl 41803-0001 18 Exhibit "I" OWNERSHIP INTEREST SJP Apartments MM, LLC (.01% membership interest) and managing member ST John CDP-BC 75% membership managing MM, LLC interest and member BCP SJP, LLC 50% membership interest and managing member Entity owned or controlled by Boston Capital BCCC, Inc, (0`)/0 Special Member Interes THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 035316967v8 35 SUBSTITUTED AMENDMENT THIS AMENDMENT is made as of this day of September 2015 by and be een SJP APARTMENTS, LLC, a Florida limited liability company (the "Developer") and t outheast Overtown/Park West Community Redevelopment Agency, a body corporate create pursuant to Section 163.356, Florida Statues (the "CRA"). RECITALS A. St. John Plaza Apartments, LLC, a Florida limited ability company (the "Original Developer") and the CRA entered into that Development A - ement dated as January 18, 2013 (the "Development Agreement"). B. Original Developer has requested the CRA a' rove the assignment of the Development Agreement by Original Developer to Developer e "Assignment") in accordance with the provisions of Section 15 of the Development Agree ' -nt. C. The CRA desires to approve the Ass ent, subject to the terms of this Amendment. D. Developer and the CRA desire an• odify and amend certain other terms and provisions of the Development Agreement as he nafter set forth. NOW THEREFORE, in consideraf of the foregoing and other good and valuable consideration, the receipt and sufficiency • . which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recit . to this Amendment are true and correct and are hereby incorporated by reference and maa part hereof. 2. Defined Terms All defined terms utilized in this Amendment but not defined in this Amendment shall have meanings ascribed to said terms in the Development Agreement. 3. Consent Assignment. In accordance with Section 15 of the Development Agreement, the CRA ereby approves the Assignment of the Development Agreement from Original Developer l eveloper, a copy of which is attached hereto as Exhibit "A". 4. L Development attached her al Description. The legal description for the Property attached to the eement as Exhibit "A" is hereby deleted and replaced by the legal description as Exhibit "B". 5 Property Issues, The CRA and Developer acknowledge that Developer has provi. the Executive Director the following: (a) copy of the Survey and the Commitment whi• shall show Developer to be vested with a leasehold estate in the Property pursuant to the L e, a memorandum of which was recorded September 3, 2015 in Official Records Book 764, at Page 4052 of the Public Records of Miami -Dade County, Florida, subject only to the ermitted 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 TT T Mortgage") which is to be satisfied by the CDC on or before the Closing Da b) an environmental report and a reliance letter addressed to the CRA reflecting no env ntal conditions that will adversely affect the development of the Project; (c) a soil asse ent report to enable the Executive Director to confirm that there are no soil conditions tha ili adversely affect the development of the Project; and (d) a letter from the Public Works D ctor of the City confirming that the Project can be developed without replotting the Property, 6. Deed from Church. The CRA acknowledges that St. Florida limited liability company, an affiliate of the-ODG-has-acq pursuant to that deed recorded in Official Records Book 29326, Records of Miami -Dade County, Florida, 7. Lease, The CRA has approved the Lease, a n September 3, 2015 in Official Records Book 29764, at P Miami -Dade County, Florida. 8, Project, Section 3.1 of the Dev restated to read as follows: "3,1 Description of the Project, than 90 affordable rental units, longevity and durability with gro buildings not exceeding eight (8 units, and three -bedroom uni established upon the commun as approved by the Execut with approximately approximately 4,000 sufficient number of include free wire residential units." aza Project, LLC, a d-the-C-hureh-Property Page 505 of the Public dum of which was recorded 4052 of the Public Records of op t Agreement is hereby amended and ect (the "Project") shall consist of not less balconies and upgraded finishes to improve commercial space constructed in one or more will include one -bedroom units, two -bedroom e mix of which and the size of which shall be nput received in accordance with Section 3.3 below and Director in accordance with Section 3.4 below together square feet of community service space including ,000 square feet of space for a child learning center and a ing spaces to comply with the applicable zoning and shall net service at the highest available residential speed for all Th 9, Apt) . 1 of Schematic Design Documents, The CRA acknowledges that the Executive Direct° as approved the Scheinatic Design Documents which are identified on Exhibit "C" a.lt ecl hereto and made a part hereof, The CRA waives any right to claim a default occuri under the Development Agreement as a result of the failure of the Developer to submit the ematic Design Documents to the Executive Director within ninety (90) days from the Effect Date. Project Budget, The Preliminary Budget attached to the Development Agreement is h by replaced by the Preliminary Budget attached hereto as Exhibit "D" and made a part of 11, Project Schedule. The Project Schedule is attached hereto as Exhibit "E" and e a part hereof. 12. Section 4,1.6 of the Development Agreement is hereby amended and restated in its entirety to read as follows: 2 "4,1,6 Operating Agreement. The operating agreement for the "Operating Agreement") must reflect that SJP Apartments MM, LLC liability company, is the manager and owns not less than .01% memb Developer and reflect that the balance of the membership interests by the Institutional Investor and the operating agreement for SJP must reflect that the CDC, or its wholly owned affiliate, membership interest in SJP Apartments MM, LLC." TT T veloper (the Florida limited ip interest in the D veloper is owned partments MM, LLC not less than a 25a/0 13. Funding Agreement. The first sentence of Sec 4.1,4 of the Development Agreement is hereby deleted and replaced with the following: "The CRA, and Developer, the Non -Profit, as herein providing financing in accordance with the Loan C institutional investor(s) providing equity to the D of tax credits (the "Institutional Investor"), SJP liability company (the "Managing Member" Apartments MM, LLC (the "Controlled En hereinafter defined, shall agree to the ter in the form and substance reasonably a defined, the Developer's lender ment (the "Lender"), the oper in exchange for the allocation p rtments MM, LLC, a Florida limited entity controlled by the CDC and SJP which makes the MM Loan, as an agreement (the "Funding Agreement") ptable to the Executive Director" )7 14. Form of Funding Agreeme Developer acknowledges that in connection with previous transactions, the Executive Dir or has approved a funding agreement in the form of Exhibit "F" attached hereto. 15. Non -Profit Grant i\. -ernent. Section 5,4 of the Development Agreement is hereby amended to provide that Non -Profit Grant Agreement shalt be in substantially the form of Exhibit "G" attached he o and made a part hereof. 16. Non -Profit, Urban League of Greater acknowledges that the E MM Loan Document pursuant to Section e CRA and the Developer agree that the Non -Profit shall be The , Inc., a Florida not -for -profit corporation. In addition the CRA ve Director has approved the Non -Profit Loan Documents and the e CRA waives any right to terminate the Development Agreement 17, Bo, IssueApprov been obtained provisions deleted. Develop Docu . The CRA acknowledges that Bond Issue Approval has f Section 5.5 of the Development Agreement are hereby on -Profit Documents artd the MM Loan Documents. The CRA and the ge and agree that the Non -Profit Loan Documents and the MM Loan hall be in substantially the form attached hereto as Exhibit "H". 9. Closing. The Closing Date is hereby amended to be on the earlier of (a) ten (10) the CRA Conditions Precedent to closing have been either satisfied or waived by b) November 30, 2015, time being of the essence. 20. CRA Conditions Precedent. Sections 9.1.9, 9.1.10, 9.1.11, 9.1.13 and 9.1.21 of Development Agreement are hereby amended and restated in their entirety to read as follows: 3 "9.1.9 The Executive Director has confirmed that (i) the CDC, owned, affiliate, has not less than a 25% membership interest in the Managi the Developer; and (ii) that the ownership structure of Developer i Exhibit I and there has been no changes in the ownership interest in th that reflected on Exhibit 1-1 other than the transfer of 99,9% of the m the Institutional Investor, TT T wholly tuber of ted on veloper from ip interests to 9.1,10 The Executive Director has approved the oposed development agreement between the Developer and St, John CDP-BC Dev &per, LLC to oversee the construction of the Project subject to the limitations containe: .n Section 5,2, 9,1,11 The Executive Director has confirmed th the CDC has not less than a twenty percent (20%) interest in the developer fee and lo •fit earned by St, John CDP-BC Developer, LLC, to be paid pari passu with the ounts paid to St. John CDP-BC Developer, LLC or in the alternative, the CDC, 0 ts wholly owned affiliate, is being paid a substantially equivalent fee through the Op sting Agreement and the Lease. 9,1.13 The Developer has obtained a ed building permit for the entire Project to enable Developer to commence constru n of the Project in accordance with the Plans. 9.1.21 St, John Plaza Project, C has given all approvals required under the Lease to enable Developer to constru the Project in accordance with the Plans." 21, Additional Conditions Pr edent. Section 9.1 of the Development Agreement is hereby amended to add the followings asection "9,1.23 The Developer has ovi ed the Executive Director evidence that the Developer has complied with the re. ts of Section 23 of the Amendment to the Development Agreement." 22. Participation. epUiernents. Section 6.2 and 6,3 of the Development Agreement is hereby amended and ie ted in its entirety to read as follows: "6,2 Particip Requirements. Developer agrees to comply with the following subcontracto participation requirements and laborer participation requirements (the "Participao quirements") with respect to the Project; Subcontractor Participation. The Developer shall require its general contr or to hire not less than twenty percent (20%) of the subcontractors for the de on of any existing improvements and construction of the Project utilizing panics that have their principal place of business within the City with the following ority: a. First, to City residents living within the Redevelopment Area, which encompasses part of zip code 33136; 4 b. Second, to City residents living within the bound community, which community encompasses part of zip code 33136; Third, to City residents within zip code 33127, 3312 33125, 33135, 33150 and west Coconut Grove (the 'CRA Ta include the five (5) highest poverty rated zip codes located in d. Fourth, to residents residing outside of th For purposes of calculating the twenty percent (20 twenty percent (20%) participation shall be calc each subcontract given to subcontractors whose p and the total dollar value of all subcontracts enter- 4 Project ("Subcontractor Participation Require T T of Overtown 30, 33136, 33142, Zip Codes") which e City; and Targeted Zip Codes. ubcontractor participation, the d based upon the dollar value of pal place of business is in the City nto by the general contractor for the 6,2.2 Laborer Participation. Deve per agrees to require its general contractor and all subcontractors to hire forty percent 0%) of the unskilled labor for the demolition of any existing improvements and the cs .truction of the Project ("Laborer Participation Requirement") from workers residing •, he City with the following hiring priorities: a. First, to City resid- living within the Redevelopment Area, which encompasses part of zip code 331 , b, Second, to Ci residents living with the boundaries of Overtown Community, which commuri encompasses part of zip code 33136; c, Third, to residents within the CRA Targeted Zip Codes; and d. Fourth, • City residents residing outside the CRA Targeted Zip Codes. 6.2.3 In t event of any disputes between the Executive director and the Developer as to any subcontractor has its principal place of business in the City or whether any lorel resides in the City, the Developer and the Executive Director shall proceed in gs d faitn to resolve the dispute. In the event the dispute is not resolved within ten ( days either party may submit the dispute to the Board for resolution which shall be bi • ng on the parties, 6.3 eport Requirements. The Developer shall be required to submit to the Executive Due r on a monthly basis commencing upon the earlier to occur of (i) thirty (30) days mencement of demolition of the existing improvements or (ii) the ement of construction of the Project, detailed reports evidencing compliance h the Subcontractor Participation Requirements and the Laborer Participation quirements during the prior thirty (30) day period ("Participation Reports"), The icipation 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. 5 6,3 , 1 Penalties for Non -Compliance with Subcontra Requirements. 6,3,1.1 To the extent Developer fails to comp Participation Requirement, with respect to the subcontractors whose principal place of business Area, Developer shall pay to the CRA as a pen Five Thousand and No(100 Dollars ($5,000,00 the Subcontractor Participation Requirement ut principal place of business is within the Redev percentage points below the Subcontracto Thousand Five Hundred Dollars ($12,50 below the first three (3) percentage p Requirement utilizing only subcont within the Redevelopment Area fi and thereafter, (c) Twenty Five each additional percentage poi Subcontractor Participation principal place of business "RA Subcontractor No Compliance Funds sha of the Project and shal of the Developer' stating the arno extent of any di respect to utilizing on Redevelop resolution E-xecu the 6. TT T Participation y ith the Subcontractor oject utilizing only i thin the Redevelopment such non-compliance (a) each percentage point below zing only subcontractors whose opment Area for the first three (3) cipation Requirement, (b) Twelve for each additional percentage point below the Subcontractor Participation ors whose principal place of business is i.Ai) to three (3) additional percentage points T to and and No/100 Dollars ($25,000.00) for below six (6%) percentage points below the quirement utilizing only subcontractors whose ithin the Redevelopment Area (collectively, the mpliance Funds"). The RA Subcontractor Non- alculated by the Executive Director after completion due and payable within thirty (30) days from the date ipt of written statement from the Executive Director Subcontractor Non -Compliance Funds due. To the ute between the Executive Director and the Developer with ompliance with the Subcontractor Participation Requirement ubcontractors whose principal place of business is within the Area, such dispute shall be submitted to the CRA Board for The decision of the CRA Board shall be binding on the parties. The Director, in his sole discretion, may elect to waive all or a portion of nt the Developer is required to pay to the CRA pursuant to this Section 6.3.1.2 To the extent Developer fails to comply with the ontractor 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 6 TIT No/100 Dollars ($25,000.00) for each additional percentage point be ix (6%) percentage points below the Subcontractor Participation Require ent zing . . only subcontractors whose principal place of business is ated in the Redevelopment Area or the Overtown community (colleet ely, the "RA/0 Subcontractor Non -Compliance Funds"). The RA/0 i.contractor Non - Compliance Funds shall be calculated by the Executive DJT tor after completion of the Project and shall be due arid payable within thirty 0 days from the date of the Developer's receipt of written statement fro Executive Director stating the amount of RA/0 Subcontractor Non Co iance Funds due, To the extent of any dispute between the Executive Dire or and the Developer with respect to the compliance with the Subcontrac Participation Requirements utilizing only subcontractors whose principal p e of business is located in the Redevelopment Area or the Overtown eo munity, such dispute shall be submitted to the CRA Board for resolution e decision of the CRA Board shall be binding on the parties. The Lxecutiv irectcr, in his sole discretion, may elect to waive all or a portion of the nt he Developer is required to pay to the CRA pursuant to this Section 6.3. 6.3.1.3 To the ext t Developer fails to comply with the Subcontractor Participation Req ement, with respect to the Project utilizing subcontractors whose principalpnncipai ace of business is in the Redevelopment Area, the Overtown community or 1 he CRA Targeted Zip Codes, Developer shall pay to the CRA as a penalty fo uch non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) fo each percentage point below the Subcontractor Participation Requirem utilizrng only subcontractors whose principal place of business is within the development Area, in the Overtown community or in the CRA Targeted Zip odes for the first three (3) percentage points below the Subcontractor Par ipatiori Requirement, (b) Twelve Thousand Five Hundred Dollars ($12,50. ) for each additional percentage point below the first three (3) percentage po s below the Subcontractor Participation Requirement utilizing only subco f 4actors whose principal place of business is within the Redevelop, -nt Arca, the Overtown community or in the CRA Targeted Zip Codes fo p to three (3) additional percentage points and thereafter, (e) Twenty Five T 4u5and and No/100 Dollars ($25,000.00) for each additional percentage point six (6%) percentage points below the Subcontractor Participation Re rement utilizing only subcontractors whose principal place of business is in the Redevelopment Area, the Overtown community or in the CRA geted Zip Codes (collectively, the "Target Subcontractor Non -Compliance ds"), 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 7 TIT CRA Board shall be binding on the parties, The Executive Director, i. is sole discretion, may elect to waive all or a portion of the amount the D eloper 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 Subcontractor Participation Requirement, with respect to subcontractors whose principal place of business is the City, to the CRA as a penalty for such non-compliance (a) Five Dollars ($5,000.00) for each percentage point b Participation Requirement utilizing only subcontract business is within the City for the first three ( Subcontractor Participation Requirement, (b) T Dollars ($12,500.00) for each additional perce percentage points below the Subcontractor only subcontractors whose principal place o three (3) additional percentage points and and No/100 Dollars ($25,000.00) for ea (6%) percentage points below the utilizing only subcontractors whose City (collectively, the "Subc Subcontractor Non -Compliance Director after completion of t (30) days from the date o Executive Director stating due. To the extent of Developer with respe Requirements utilizi located in the Red shall be subrnitte' Board shall be discretion, required to ,,y to co ply with the roject utilizing per shall pay d and No/100 Subcontractor hose principal place of c ntage points below the e Thousand Five Hundred point below the first three (3) Illation Requirement utilizing is within the City for up to eafier, (c) Twenty Five Thousand additional percentage point below six bcontractor Participation Requirement ipal place of business is located in the actor Non -Compliance Funds"). The shall be calculated by the Executive ject and shall be due and payable within thirty veloper's receipt of written statement from the iount of Subcontractor Non -Compliance Funds y dispute between the Executive Director and the o the compliance with the Subcontractor Participation only subcontractors whose principal place of business is e opment Area or the Overtown community, such dispute 0 the CRA Board for resolution. The decision of the CRA ding on the parties. The Executive Director, in his sole eet to waive all or a portion of the amount the Developer is the CRA pursuant to this Section 6.3.1.4. 6,3,2 nalties for Non -Compliance with Laborer Participation Requirements. 6,3,2.1 To the extent Developer fails to comply with the applicable r Participation Requirement, with respect to the Project, utilizing only illed laborers who reside in the Redevelopment Area Developer shall pay to e 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 8 TT T thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000,00) fo ach additional percentage point below the six(6) percentage points below the .borer Participation Requirement utilizing only unskilled laborers who res rn the Redevelopment Area (collectively, the "RA Laborer Non-Compli Funds"). The RA Laborer Non -Compliance Funds shall be calculated by e Executive Director after completion of the Project and shall be due within irly (30) days from Developer's receipt of written statement from the Execut Director stating the amount of RA Laborer Non -Compliance Funds due the extent of any dispute between the Executive Director and the Develop with respect to the compliance with the Laborer Participation RequirementRequiiement itilizing only unskilled laborers residing in the Redevelopment Area, such di te shall be submitted to the CRA Board for resolution. The decision of the 0* Board shall be binding upon the parties. The Executive Director, in hi ole discretion, may elect to waive all or a portion of the amount the Bevel. .er is required to pay the CRA pursuant to this Section 6.3,2.1. 6.3.2.2 To the extent Deve Laborer Participation Requirement, unskilled laborers who reside in community Developer shalt pay t (a) Five Thousand and No/100 below the Laborer Participati who reside in the Redevelop three (3) percentage poin Twelve Thousand Five additional percentage , Laborer Participatio the Redevelopme percentage poin ($25,000.00) points belo laborers (collectiv Non-CP corn. D pe ails to comply with the applicable 'espect to the Project, utilizing only the • development Area and the Overtown CRA as a penalty for such non-compliance ars ($5,000,00) for each percentage point quirement utilizing only unskilled laborers Area or in the Overtown community for the first w the Laborer Participation Requirement, (b) dred and No/100 Dollars ($12,500.00) for each below the first three (3) percentage points below the equirement utilizing only unskilled laborers who reside in or in the Overtown community for up to three (3) d thereafter, (c) Twenty Five Thousand and No/100 Dollars ch additional percentage point below the six(6) percentage Laborer Participation Requirement utilizing only unskilled side in the Redevelopment Area or in the Overtown community "RA/0 Laborer Non -Compliance Funds"). The RA/O Laborer 'e Funds shall be calculated by the Executive Director after on of the Project and shall be due within thirty (30) days from o er's receipt of written statement from the Executive Director stating the ount of RA/0 Laborer Non -Compliance Funds clue. To the extent of any spute between the Executive Director and the Developer with respect to the ompliance 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 9 TT T unskilled laborers who reside in the Redevelopment Area, the community or in the CRA Targeted Zip Codes, Developer shall pay • as a penalty for such non-compliance (a) Five Thousand and N, ($5,000,00) for each percentage point below the Labo Requirement utilizing only unskilled laborers who reside in Area , in the Overtown community or in the CRA Targeted Zi three (3) percentage points below the Laborer Participa Twelve Thousand Five Hundred and No/100 Dollars additional percentage point below the first three (3) p Laborer Participation Requirement utilizing only the Redevelopment Area, in the Overtown co Zip Codes for up to three (3) percentage points Thousand and No/100 Dollars ($25,000,00) for below the six(6) percentage points below utilizing only unskilled laborers who resid Overtown community or in the CRA "Targeted Laborer Non -Compliance Compliance Funds shall be calculated of the Project and shall be due withi written statement from the Exec Laborer Non -Compliance Fund Executive Director and the D Laborer Participation Requ the Redevelopment Area, Zip Codes, such disput decision of the C Director, in his so the Developer is re• 4 6,3.2,4 o the extent Developer fails to comply with the applicable Laborer P .ation Requirement, with respect to the Project, utilizing only unskilled 1ara.erswho reside in the City Developer shall pay to the CRA as a penalty f• such non-compliance (a) Five Thousand and No/100 Dollars ($5,00 for each percentage point below the Laborer Participation Reqru ent utilizing only unskilled laborers who reside in the City for thc first percentage points below the Laborer Participation Requirement, (b) ve Thousand Five Hundred and No/100 Dollars ($12,500.00) for each ditional percentage point below the first three (3) percentage points below the borer 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. vertown the CRA 0 Dollars Participation Redevelopment Codes for the first Requirement, (b) 2,500.00) for each ge points below the d laborers who reside in y or in the CRA Targeted d thereafter, (c) Twenty Five h additional percentage point borer Participation Requirement Redevelopment Area, in the eted Zip Codes (collectively, the nd "). The Targeted Laborer Non - Executive Director after completion 0) days from Developer's receipt of ve Director stating the amount of Targeted e. To the extent of any dispute between the oper with respect to the compliance with the n s utilizing only unskilled laborers residing in Overtown community or in the CRA Targeted be submitted to the CRA Board for resolution. The d shall be binding upon the parties. The Executive tion, may elect to waive all or a portion of the amount d to pay the CRA pursuant to this Section 6.3,2.3, 10 TT T To the extent of any dispute between the Executive Director an the Developer with respect to the compliance with the Laborer Paricipat n Requ1remLnts utilizing only unskilled laborers residing in the City, su dispute shall be submitted to the CRA Board for resolution. The decision o e CRA Board shall be binding upon the parties. The Executive Director, in s sole discietion, may elect to waive all or a portion of the amount the Develo 1 is required to pay the CRA pursuant to this Section 6,3,2,4." 23. Job Fair, Developer covenants and agrees to brt.dly disseminate information regarding job opportunities for local area residents and business to allow them to participate in construction of the Project, including, without limitation, host least two (2) job fairs within the Redevelopment Area, prior to the commencement of co action of the Project and place at least four (4) full page color ads in the Miami Times dis minating information regarding job opportunities for local area residents and businesses ta sartieipate in the construction of the Project prior to the commencement of construction oft Project, 24, Responsible Wage Rates, A. Responsible Wage Req . With respect to the Project the Developer shall require its general contractor ubcontractors and sub -subcontractors, at all levels, performing work in connection w the Project to pay a minimum hourly wage rate and health benefits consistent with Mia -Dade County's Responsible Wage Ordinance, as codified in Section 2-11.16 of the Coun Code and the Supplemental General Condition Wage & Benefits Schedule, Construction T Building (the "Responsible Wage"), as the same may be revised by the County annually, ch Responsible Wage shall be deemed to apply to the Project, The Developer shall requ that its general contractor include in each subcontract the requirement that such subcontrac pay the Responsible Wage to all employees working on the Project. Each sub subLonlract. , at all levels, shall also be obligated to pay the Responsible Wage to all employees worldProject, B. Comply with Responsible Wage. In the event that the general contractor and all subco ors and sub -subcontractors, at all levels, fail to pay the Responsible Wage to any part time u 1-time employees working on the Project, which failure is reported to the Executive Dire or, the Executive Director sha.11 investigate and if the Executive Director, based upon its li estigation confirm such non-compliance with the Responsible Wage requirement, and at same was not a de minimis miscalculation of the Responsible Wage, the Developer shall .ay to the underpaid employee(s) as a penalty for non-compliance the entire amount of w s calculated at the Responsible Wage that such employee would have earned during his o er employment during construction of the Project without any credit being given for the pe made to such employee which did not comply with the Responsible Wage requirem t of this Section. By way of example, and without limitation, an unintentional bookke sing error or a miscalculation resulting from a change in the Responsible Wage set by e inty during the course of employment shall be considered a de minimis miscalculation, amount shall be due to the underpaid employee(s) within thirty (30) days after written d* and from the Executive Director. This provision shall survive the Closing. 11 TT T 25, Monitoring Compliance. Developer acknowledges that ant to Section 3,8(B) of the Development Agreement the Project Budget is to include a S nty Five Thousand and No/100 Dollars ($75,000.00) line item to be utilized solely to pay id parties retained by the CRA to assist in monitoring compliance with the terms of the Dev oprnent Agreement and overseeing construction on behalf of the CRA. 26. Ownership Interest in Developer, Exhibit H to Development Agreement is hereby deleted and replaced by Exhibit "H" attached hereto and ade a part hereof. 27, Guaranty, Section 10,2,4 of the Develop provide that the Guaranty shall be provided by Development, LLC, a Massachusetts limited liability LLC, a Florida limited liability company and James R. Agreement is hereby amended to R. Watson, individually, BCP p ny, St John CDP-BC Developer, atson Revocable Trust 2014, 28, Assignability. Section 15 is hereby ended by adding the following language to the end of such Section: "Notwithstanding the foreg assignment or transfer requiring Institutional Investor of its inter Agreement, or (ii) the removal Institutional Investor in accord that such replacement mana such removal is provide t e following transfers will not be deemed an prior consent of CRA; (i) a transfer by the Developer in accordance with the Operating eplacement of the manager of the Developer by the e with the terms of the Operating Agreement provided an affiliate of the Institutional Investor and notice of 29, Notices. Sectis 16 of the Development Agreement is hereby amended and restated to read as follows: "16. NO ES. Any notices required or permitted to be given under this Agreement shall writing and shall be deemed to have been given if delivered by hand, sent by cognized overnight courier (such as Federal Express), sent by fax or mailed by c ified or registered mail, return receipt requested, in a postage prepaid envelope, • addressed as follows: If to De oper: SJP Apartments, LLC 340 West Flagler Street, Suite 312 Miami, Florida 33131 Attention: James Watson a copy to: Stearns Weaver Milier Weissler Alhadeff and Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Brian McDonough, Esq, Fax: 305-789-3395 12 With a copy to: With a copy to: And with a copy to: If to CRA: With a copy to: And with Boston Capital Corporate Tax Credit Fund X A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management Nixon Peabody LLP 100 Summer Street Boston, MA 02110 Attn: John Condon Legal Services of Greater 3000 Biscayne Boulevard, 500 Miami, Florida 33137 Attention: Shahrazd Fax: 305-576-5112 SOUTHEAST 0 TOWN / PARK WEST COMMUNITY DEVELOPMENT AGENCY Attent1on Gi nce E. Woods, III, Executive Director 819 NW 2" venue Third Floe Miami, 33136 Fax # -679-6836 R. Bloom, Esq. nd & Knight, LLP uite 3000 701 Brickell Avenue iarni,FL 33131 Fax: 305-789-7799 y o: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2" Avenue Third Floor Miami,FL 33136 Fax: 305-679-6836 TIT T 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 30. Cured By Institutional Investor, CRA agrees that any default by Dev the Development Agreement may be cured by the Institutional Investor within period as provided to Developer, 31, Ratification. Except as hereby modified, the CRA and Dev and reaffirm all the terms and provisions of the Development Agreement. TT T per hereby ratify 32. Condemnation leitiY,ation, The CRA was awarded T Hundred Twenty -Five Thousand and No/100 Dollars ($225,000.00) (the "CRA Award") that ease styled State of Florida Department of Transportation , as Petitioner vs. St. John sionary Baptist Church, Inc., et al., as Defendants, Case No. 13-33596-CA-23 pe, ng in the lld' Judicial Circuit in and for Miami Dade County, Florida (the "Condemnation P eedrng"), St, John Institutional Missionary Baptist Church, Inc, (the "Church") has appea 4 the CRA Award. If the CRA Award has not been paid to the CRA on or before the C • ng Date, then on the Closing Date Developer shall deposit into escrow with an escrow age acceptable to the CRA and Developer (the "Escrow Agent") Two Hundred Twenty -Five Ths sand and No/100 Dollars ($225,000,00) (the "Escrowed Funds"), The Escrow Agent shall • d the Escrowed Funds unfil the earlier to occur of (i) the date the CRA Award becomes fina which case the Escrow Agent shall pay the Escrowed Funds to the Developer; or (ii) the e the CRA Award is overturned on appeal in which event the Escrow Agent shall pay th scLowed Funds to the CRA. The form of the escrow agreement shall be subject to the oval of the Executive Director, which approval shall not be unreasonably withheld e obligation of the CRA to close the transaction contemplated by the Development Agr nrent is expressly subject to the Developer depositing the Escrowed Funds with Escrow A nt and the Executive Director's approval of the Escrow Agent and the terms of the escrow eement, if the CRA Award is not final as of the Closing Date, 33, Wi-Fi. The veloper covenants and agrees to provide free wireless internet service at the highest avail residential speed to all residential units of the Project at no cost to the residents. This ob ation shall constitute a covenant running with the land and this obligation shall be mci ed in the Declaration of Restrictions. 34, De ation of Restrictions, The Developer and the CRA acknowledge and agree that the Declara n of Restrictions shall include the provision of Sections 24 and 33 of this Amendment. 35, Conflict. To the extent of a conflict between the terms and provisions of this Amend t and the terms and provisions of the Development Agreement, the terms and provmi s of this Amendment shall control. 14 IN WITNESS WHEREOF, the parties have executed this Arrendrnen above -written. DEVELOPER; SJP APARTMENTS, LLC, a Florida limited liability company By: SJP Apartments MM, LLC, a Florida limited liability 0 T TT date first pany, its Manager By: S. John CDP-BC MM, LLC, a Florida ited liability company, its manager By: BCP SJP, LLC, a Florida 1 ited liability company By: Name: Title: 15 CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, IIL, Executive Director ATTEST: Clerk of the Board 115 TT T Appr legal sufficiency William R. Bloom, Esq. Holland. & Knight LLP, Special Counsel to CRA TT JOINDER The undersigned join in this Amendment to confirm their agreement to prt de the Guaranty. James R. Watson, individually St. John CDP-BC Developer, L a Florida limited liability c By: SJP Development a Massachusetts its Manager By: BCP S ny gs, LLC, d liability company e loper, LLC, husetts limited liability company ger ton 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: James R. Watson Revocable Trust 2014 By: Name: James R. Watson Title: Trustee 17 Joinder The undersigned joins in this Amendment for the purpose ofagieein o satisfy the Existing Mortgage at Closing. St John Community Developme potation, a Florida corporation By: Name: Title: Date Executed: 18 TT Joinder The undersigned joins in this Amendment for the purpose of agreeing Restrictive Covenant and the Declaration of Restrictions so that said docu upon the Property in the event of the termination of the Lease, St, John Plaza Project, a Florida limited liabili pany By: Name: Title: TIT T n into the will be binding 19 TT T Exhibit "A" Copy of Assignment of Development Agreemen 20 TT ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT is made as af is day of April, 2015 by and between ST, JOHN PLAZA APARTMENTS, LLC, 'cla limited liability company (the "Original Developer") and SJP APARTMENTS, LLC, 1orida Iimited liability company (the "New Developer"), TALS A. Original Developer and the Southeast Overto West Community Redevelopment Agency, a body corporate created pursuant to Sec n 163.356, Florida Statues (the "CRA") entered into that certain Development Agreement as January 18, 2013 (the "Development Agreement"). B. Original Developer has agreed to assigi ts interest in the Development Agreement to New Developer, and New Developer,reed to assume all of the rights and obligations of Original Developer under the Deve1opme Agreement. NOW THEREFORE, in consideration af valuable consideration, the receipt and sufficien agree as follows: Dollars ($10.00) and other good and ich is hereby acknowledged, the parties 1, Recitals, The Recitals to Assignment are true and correct and are hereby incorporated by refereuce and made a part eof. 2, Defined Terms. Al herein shall have the meanings ascri 3. Assignment and conveys unto New Develo Agreement. New Develo in th,e Development A ratifies and confirms th bound by all of the ined terms utilized in this Assignment but not defined d to said terms in the Development Agreement. p ion. Original Developer hereby assigns, transfers, and f its right, title and interest in and to the Development :eby accepts the assignment of the Original Developer's interest assumes the obligations of Original Developer thereunder, velopment Agreement and all amendments thereto, and agrees to be and conditions of the Development Agreement. SIGNATURES APPEAR ON FOLLOWING PAGE TT T IN WITNESS WHEREOF, we have executed this As eat of Development Agreement effective as of the day of , 2015, ORIGINAL DEVELOP ST, JOHN PLAZA AP TMENTS, LLC, a Florida limited liability comp By: NEW DEV PER: SJP APA compa NTS, LLC, a Florida limited liability By: Apartments MM, LLC, a Florida limited liability CO r .any, 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: 22 xhibit "B" EAST PARCEL A parcel of land, being a portion of Lot 41, ell of Lots 23 through 25 lnclusly Inclusive, all In Block 1 of PARRY'S DIVISION of lots 3, 4, 5, 6, 7, 8, 9, 10 JAPES ADDITION TO THE CITY OF MIAMI FL., according to the Plat t 8, page 163 of the Public Records of Miaml-Dade County, Florida, LE the South Right-of"Way line for Stale Road No, 638, (Interstate 39 Department of Transportation Right -of -Way Map Section 8720 October 27, 2013, being more particularly described as follows: BEGIN a the southeast corner of saki Lot 23; thence sign Inclusive, North 89°55'48" West, 79,02 feat to the soufhwe W :=t Ilne of said Lot 25 and Lots 41 through 48 Inclusive, Right -of -Way Tine of aforesaid State Road 836, (Inters North 89°51'56° East, 79.47 feet to the East line of sal tit 23 and Lots 00113'41 ° East, 265,66 feet to the Point of Beginning Said lands tying and situate In the CIO/ of Miami, I Bade County, Florida, A parcel of land, being Lots 3 through 1 through 38, all In Block 1 of Parry's Olvi Japes Addition to the City of Miami, F Page 183 of tha Public Records of M described In Official Records B Florida, being more particularly d BEGIN at the Southeast co along the South line of the North 89°55'40" West, 1 with West Ilne of the afo 00°31'26" West, 326,67 13, North 89°55'33" E said Lots 4 through thence along with 00°19'30" West, East, 50,00 f 38 Inclusive, Said land b d ARCEL d all of Lots 42 through 48 nd 12 of Block One (1) In s recorded In Plat Book area lying North of that certaln Florida 16, last revision id Lots 23 through 25 25; thongs along with 265.28 feet to the South sald Right -of -Way line, ugh 48 Inclusive, South ve, Lots 26 through 28 Inclusive, and a portion of Lots 29 ots 3, 4, 5, G, 7, 8, 9, 10, 11 and 12 of Block One (1) In rding to the Plat thereof, as recorded in Plat Book 8, de County, Florida, together with that certain parcel of land Page 176, of (he Public Records of Miaml-Dade County, follows: ald Lot 26; thence along the South line of said Lots 26, 27, 28 and nticned parcel described In Official Records Book 13210, Page 176, Me southwest oorrler of the aforementioned parcel; thence along ned parcel and the West Ilne of said Lots 3 through 13 Inclusive, North Northwest corner of said Lot 13; thence along the North Ilne of sald Lot .71 feet to the northeast corner of said Lot 13; thence along the East be of nclusive, South 00°25'20" East, 244.95 feet to the Southeast comer of said Lot 4; h line of sald Lots 27 and 28, South 89°57'49° East, 29,28 feet; thence North 00 feet to a point on the North line of said Lot 38; thence along said line 89°65'33" e Northeast corner of sold Lot 38; thence along the East tine of said Lots 29 through e East line of said Lot 26, South 00°19'30" Est, 327.06 feet to the Point of Beginning, d situate In the City of Mlaml, Miami -Dade County, Florida. 23 TT T Exhibit "C" Description of Schematic Design Docum Prepared by Frances, Anillo, Toledo Architects dated July 1, 2 through A-0.1, A-1.1 through A-1.2, A-2.1 through A-2.6, A- A-4.25, A-5.1 through A-5.8, A-6.1 through A-6.7, A-7.1 A-8.4, A-8.8 through A-8.9, A-9.1 through A-9,2, Civil PMS1 through PMS4, WS1 through WS6, SPP1 throu L-1, 24 TT T onsisting of Sheets A-0.0 ough A-3.4, A-4.1 through ugh A-7.9, A-8.1 through A-8.2, GN, DPL, PD I through PD6, P5 and Landscape Sheets EX-1 and TT T Exhibit "ID" Proposed Budget Exhibit C St, John Plaza Apartments Miami, FL Proposed Budget Sources 144 Construction Loan/ TPX Exempt Pond Proceeds 74,549 Fist Mortgage 2,500,000 Sulax(Mlam(-Dade) 2,700,000 To x-Exempl Bonds (0ye1own CRA Grant) 16,000,000 LiiiTC LP Equity 9,250,000 Celerrad Developer Fee (Recluifed per Surtax) 697,354 TelelSourcee 25,147,354 Use Total Hard Conslmc5on Costs 12,206259 GC General Requirements 732,4 GC Overhead 244, GC Profit Reoreallonel I Owner Items Of5S4e Improvements 0,000 Hard Cost Contingency @: 5.00% 712121 Community Support Space 900,003 Bridge/GonstrucUon Interest Expense 359,629 gond Originalion Fee 134,167 Donut Closing Ces:s 22,709 Construction Loan Onglnalian Fee 1C0,610 Non-Prolt Loon Fee 12 CRA Funds to be pald as directed dy CRA 755,700o Costs of Igsuence 130,400 Olher Loan Closing Costa 12,774 Construction Bond interest 140,625 Accounting Fees 10,000 Apdlicelion Fees 12,451 Appraisal 10,000 Architect Fee -Design. LEE D 533,000 .4rchltedFee-Superyislon 50,000 Builder's Risk Insurance 122,083 Building Fermi( 260,000 Buktel's Risk & General LLabl0y rxnce 97,056 CredrUndervoifino Fax 20,000 Engineering Fee 49,500 Enviromonlel Report 30,000 FHFCAdrntncitalive 16,880 FHFC 4ppIIca(or F 5,000 FHFC Cemplien..- on. Fee 63,487 Permanent Fln . gIrte4on Fex 32,500 Perinaneni L Faes 47,500 Impact F de 77,875 I1spaoS exo 150,000 Cons rtcx- P'operlyttlebliity 90,000 es 400,000 & Zoning 55,000 el Study 1065:3,7 'y dIsing ntun(& Performance bone 116,467 Property Taxes (Construction] 25,000 25 TT T Soft Tesl Report 25,000 Survey(Inaldhges-bufll) 50 00 TI!la Insurance S Recording 130,576 Ulliity Connection Fee 185,030 Contingency (Solt Cost) 5.00% 173,865 Sue -Total 10,865,B56 Developer's 4dmin, 8 Overhead 677,1412 Developer. Fee 2,609,205 Total Protect Coal 23,352,005 Land Lease Payment 1,341,500 Leese -up Reserves 71,265 °petaling Oe0cil Reserve 382,553 Total Uses 25,147,354 26 0 rSaid110118's Communl0f 0.85.010pMen1 1327 NrW 3rd Avenue, Miami Ft- Pnr•mirrery Sr:Irak ) iThA 1 if.il 0 tic atar. Pr...ma:cc ;i... __ Drs t i " 1,; Z-.P,A. A r 3 1 2 r d. A. r yr.r r , -Mr- . 4 i Jan i -.a : Pc, i cpc ; ,.1,3- Pc; 1 kl De, ;;:P. •. ,. ..,.. cc ,.., Ik10025ilion 1:00. . 1,,Yrave t‘.. „. . 10 12. 1 )-1 Duration /*wk . . . no Ny.,Zad 0..,:a ., __ ses0.: i.pprova) E. Opera- iicra EM.Prala: Tam - r GutIrr F.nave Erilt,ngSidr9r. Rasrcye EZP3im2 Treas _. . ..... .. .... .....__ ...... NW 11111SIT sat . Lcr„..31' g' 5a/esarJa3 e a a ' .4,4:'.., _,....._ &sting $1:44:.•:: n Elrdir-a .2 35rdcr adistirt 8.5 -Laiter -ace 82.0-.1a11...ant Pc:a MY 3rd Ave.', affEairting Ur) ,7s Exi.0112aTaksts:na icaMe rperittin‘T6324-0....S.,riice C.16-M3e Pa. 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C.1.2064[6.....,/ :Inn -only L 2 m.13. Tail -.....__ 5,...-3....a13 asp 2 rT-s- klint Community Deveiepment 1327 NW Ird Ave we, Miami R 5re5rr4nAry5dacdulda 15 o i !Preeen.-,ors ' GonStruCt E16ikinS F.:6d .34aTs Ths 12/24/15 Mon 12/2415 37 ca •,-.. I2,3 clap Av.: 17p.4115 W -.NI 1/70115 31 ,,.. F74edirF'th .7;:rn.61 :2C elzry5 TI141,17.416 1Ned gl 7416 41 4 1-tinaipt 513513....res ;!. !An: 6 20day, 11. 1tz3.r:6 wed 2/I7/16 39 .1 i: a'.. PT ;tt,7y Trench Drain in5Idt7rallc; 35 4 .:73 Trn ??1,311.G krdi:d 4-J6i1Z,' 41 41 -,, 5.s.nkary5,1.F.” !_na.erel 503 NW 385 !We 4 dew Th. 2/18,11.6 Tot 2/2/15 43 ,41.... .„...- ,....t.. Main Tap NS 1-1.P.V.". 5,41 Aw. 5 e....ns ' IVA 3/1f16 rbar. 3/7/16 44 ...'.• „ _rei.1:, IV4,W .71,4? pia !!!6?.! 3rd AvF. , _ , 5.day.: "f,-,e 3/a/16 _ M9_731,14/2.5 ,/.5 47 Water Ma en Tap tea }NW 3rd /a...*. 5 1,,,s 7..,,e 3/15/16 Mon 3/21/16 4G we' Maio TIrp r16. 4 5roiard Ave : 5 'days 31arlzriE p1683/28,tie 47 49 ' Wst•mr 141ai2-2d C. 'rinrn -1,..i.. CA I4th ..r 25 cia.,n nu 1112/i7. "itied IV:LEWIS 13 5 cl.Y, Tht 3/1/15 Mar, 301'15 44 takral No. wW 2nd CT- , 1tht55I 1612 NW Znd cr. 5 drys Tue 5i6/16 Mon 3/14.11.5 55 '''..'..! We're r No.. la 51rest NW Ild U.. 5 vlar. Th812/L7/3.5 W,n112/21415 4S , W TrM&5T1 'a, West raw .,-;c- Cr. 5 e,,- -1,. Thu 12.2Y1s 'i'i, latae,45 52 Tap ta 6 slays Intl 12/31/15 Thu 3/7/16 53 ,..., Fwe line Tap to E..1. NW , ... .5 days Fri lf5/15 Fri 1,13f16 54 ''..t. Wale, Main Tap r16..3 .4812 35 3 days M., 3/716/15 Fri 3/22/1645 .ve ,-- WaZef l'Allr. Tap Pia.4W E:4111SW s ., , .5 05)1 ypal/25/15 Fri ..I73/15 SE .4e v......., r...intja Ctigi t.Exur MY ind :77. Mon 2/1;16 F83/5115 57 .1 Wa!,, maip Tap No.€,Y? EaFt.I.:41 2rrd Cr , ..I.F'''' Yr../16 r:r1Y:4-2-1P555 ,.., Cabe)440',44 Na a Ltni 5 177 ant 6140 35da rn LI 2/18,/16 Wed 3/9/16 41 .z.. 15" Frend, Drain - Sa3 LF 15 Gik,l, Wed ,...y.?Rs _ '1 — , Subbas, illt: 3/31( LC 43 c, Cob 8 Galer Z12244,a) TF.,0%.4,siis. 63 ..t. 2 4., erive3c-n Alm,: 1 mon 4).V.I5 52 ..2 ... 35 days 17434135/1.5 „ :.0 1.2r.thc21ine„ 4 6ays Thu 5(32/1.6 nri , 1 oa ..,. loigativel 5 4,7:. Mc,, 5{23/15 , ?rt 5/27/16 ra I, , ,.,,,,' . ,•'-7'.. ''.a, %NC . i 4. Tree Wes/ 52,1-.4 '...!.! . . . . . . . . . — ... ... . - .. . ...:., - Hick Sheil Cumin- 71;,ica, Shil [63 t_1,-;CI). : 2V .day: ti.v.?.. 1_1/24/15 W.ed 1.1j2J15 ' , Pii , , 3243y1 1.1.1L 13/29/1.5 Wk,d 1113116 36 ,.., FdatIonts ..4 &.,s 14;1/14;15 V? 2 4.0/16 72 sm ,..... Lindwyrc...cnd f.i.,,,,ralin.g IP days 1IJ9 12/29;'15 Mani/11/15 3.9 IPl Pre.4. milarr 5.r.h.ed.ukt 0..ra: Man a (1.11/5 6 c.),5/;311.9 yytd 4/25/16, 3.453 ki/N 5/23,(1-6 Mors S/23136 56 ,14mpe M'ex 448 rag. 0:19148"5351888'' PioixtSwomary V"' '"'"'"'';' bacalst ll,,,,,sgw, •..- folact,1154 Walla; ....m*.x.ssaw. 11e14568 SCA ,. .,.... ... . &WAS Ti44. 6.154.68125-`-asif54 Wm.,. 54.tvirna, '..:,r- '-!!!---",.."7: Ma.al W. ?..d.P.1 6.1ctver4 Mix..., 5. 16413.54la TMIIIIW.,..1-",=,-11 5t,,,a48, Suarsmr.ry ...tr.!, T.sk 5.646I rt, Nov ! Dec i Fri> Saint /ohn's Community DC, elcipmel It 1327 NW led Avenue, IYIlunli IL Prearninery Schedule rn. '54,9[19r, 4i, ?, 4 1 ;L i I I--O- I S i•! ,7!...,..d..L.,-,,L._ t .t_La_i....:s,,, i _ ...,_:,,F 73!9.1..4.494.3.1. . . ,o otaFs Tut 12129/15 •%in 1 /11/2 6 .... ..-...„ — _ . . , ..... , . . ---' ' .. 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" "....-'. - ' Pow ;tn.! Deck • 34ml/13115 s.son 4,t15/15 89 -.- ,.., Gtrz & GI ezinr, Tur zi/5n IS Mon 4/4415 87, ,, .. ExL.rtor 0.0,1 a Tune 9/15/15 i",no 3/2O,'16 gl Muer° ., 455 15 1.'9n 5r36/76 91 - gn' _ , HanCregs 112 6 Wed:L:12./16 Wm" . .. R.c.,11n,i Pftrr brand , 17 day: "Wed 6.43./16 94 v; ,,15,34,76.,C 15 day, Thu 6/16, n 7 54,96 "L'; ' , I I I - } I I ead¢ %eft Ovn,L-.- pa.st Bldef2.7yrilts1 119 days Tut1/3.2.0.6 ,Fri S Pit,,. 12 dars Thu 1.,,`1416 Fri , . . . . . . , 1,31 • "4 — Foun:iaOuns s5 dand MS4,211116 iri 9./19/15 ' — '2'5 • —Underk,ound•91,14nt976 7 navy. Tar 1./1.2p5 ...:Wed 1/20/16 74. 14 Ut•--rE(0..../ VekvZi../1 2.0 days Tv ell:--2,716 .ke:on 3/,_5.119 74 Undelvourzl ETV l.rso.. 1.13 days 7ue1/12/16 Monti/5/16 74 , 4,„,.. Fest ncor Column: & s,.......73. 7 dL:ys Mon 2/L2/16 llie 3(1116 L03. Inc, 71. --Id Fir Stab 5 day:. Wed 7//./3 6 T. 3/2,0.6 125 Skew 1,,55c6.inc: 1day Wed 3/9/1.6 We 815/3.6 .1.06 2rs4sn5.7d rx-5,1-3-nres & Benne 4 41,,,,S Wed 375/16 ,Mon 9/14,15 1.45 44.5 .9 1.4-1rIr SZda S de.y5 i 9e 3/15716 Mon 3191716 las no .1'. Sleeve IA e.ch .14frs 1day Tur 5f72/16 Tut 31221 ! 6 177 OR .9 .1.nd to 40 Mr Calorros & Seams 4 days Tu,51Z2/16 Fe l',,,Z/1.5 534 -, , . , f i 4. , Pwin.= nr4L44" .14,77 Sou: 1,44.7137195 Tui. le- r....aunnsetai e.,..,,i,,, s„, 4...........,.-..rn;• ' :Abair* 5t3-3.0t.... C 399, 4.-4444--4 5441 9 3.447,,35 A., 9,439n k 4 Ai.onud l'311 .13179.-...4 S.d-onl, C 397,44,14, 5.234., lad ,__71 _1 Du r.it'a 44,44 .,..---o..-.......1-,-, - FOLC41.4,,N1 4 arr $ 222. i'124 1 ,..3 ...o S1Cve Meth 1.1n,=. Pour Rorrf Giass & cylazin • - EldieflOf Doors • raik. = -i, ...d,v,.....__T,,, 5..e77/. '-9..ri7ii-ls. ....., 55 days Tr.e 5/17/1 3 P33e. 7/e/3.6 ,c., ileFitgrent Lines 2.3 days TUe 5/.17136. 73,11 643/16 'it. Inns/car Framing days Fri 6/3/16 l'hu 7/21/16 knurl" Clecrricz1 .14.6/1211.5 Tnu 6/4/1.5 . ....F.0.8.11-!Pc.......7..),..811.t.1§ 71111.6 Tria 9/al16 Tape & flre.sh a5 der:, 11..0 S/15/15 'First Goat a Peenc . 1.5 days Thu 911,'16 Set PieenS'ine Fixtures 2.0 d krcs T Mon 9/1.11.6 cerarniellie Walls , . 25 days Fd. u 9 6 eath Vanities . . 15 r1 1,15 de'r% Fri 8/19/16 rItcher;Ca.V.re. 2D niey-s Wed 6/2421 Find Paint Coat . . „ IS days Mon 9/5,0-6 nn: ,,,.. F'crorE-si -is day, 11-1, 9M/3-5 ma .. ,.,-e SetAopRenres 12 days Tha 11E3/16 et ..., final Lle a.-; az of Ifee..5. 131 days Mon11/21/1,3 Fr...3212;16 1 45 .6. ,..., "..... In 'ror Finishes Fast Bide ( 27 Units) 165 days rile 5/1//15 Mon 1/2/17 Iplarative reit Saint Joh Ws Community Development 1327 NW 3rd Avenue, Miami FL Preg.niinary schedule Placa etteelecr.Steb 5 d8.... 122 S le2ate Med- Lintz #a-.0 Meal :.1/ 4115 . ly-ra n 1 ..... ith to Se. Ft- Warms & Beecres .4 days Mon 4/4/16 Thu 417116 112 531, Fir Siab 5 days .4/8116 'qui 444/15 114 sk-eme klee. I day Fri 4/35/16 4t15/1b. 23-5 . . „ . 51.f... to Roe F Cedc Cohren.t & /earl's311395112 . 1 day Tr.0 4/21/16 Tnu 4/23426 117 5 days Thu 4/21/1Z Wed 4/22/16 .317 dayr. ue 3/2I1 V16n...e1.1//:16._... 369.. .. 54055 Toe a/22/16 Thu -5/32/16 109 20 days Thv 4/23/.16 Wed S/25116 119 7 day.: Thu 5(23/15 eet 5/3/16 1-22 8 deYa .Tte, 506116 Man 663/16 14 day,- lae 5/7/15 fr: 6/2546 122., 324 elee 67 0,4%1 Prolecte Aee97cicerySched.0. Nee Mon 313.111.3 ClYrri3F.ire Son...nide/ . Ter 8Pre rmele, 0.1 2e12days Toe 3/29/16 Mon 1/2/17 15 days Tut 9/Z.3116 Men 5/i6/16 84 125 128 12e 325F6.22 days, i 1.32F5-.25 days I 1Z2.15727.days .1 131n-73 dayS,1 1511.6-92 rtals I.:EF11-73 days I 255-3 33ays 136 FS. do-,5 157F5-10 daY3 1.37-1.0 day, 2F-7 61,r, s Proitc Steem.ef 6/- tractive e1447ene Eseernx9 ra,k, lreateee Sceemer, Eelereme Milestone 6 10an7311.097 Pee, 4 Jen 2487111101.7443 aoCcp 13,3 clar-dr ell ea Saint John's Community Dornient 1327 NW 3rd adanadoJr ft PrOirriTrary Srileckde !c,...r.r:ca .Fs.wrt Ina. .7 Work _ ... .35.43',7 5A?5 7 . . 3-7.'.1.-q. _ . ....___ . Viii) "Ore Sprroidcr Ur' le 30 days. Tut 7/5(15 aUn 741_5(16. 149 Ovhd tlearca: 30 days Tu 7/3/1.3 Mon 5f15/16 349 7.6'A:crank 1:a•.= , 13 dArl , Tue 7,(5:-/i5 Th:341116 3 49 inu-riOr Framv.i ., X days Fri 7/1,5t3 Tr, IMP/6 1.19S-22 days,i Rcrah dfrOical 35 dap FF, 7/72/16 Thu 9/71/1.6 353F5-25 days I Rough Planting' 33 days Fri 7)22/13 1-r.., 9/9/16 1.5355-2.5 oefs Dryaali <5 rt6y1 Fri 0,(3/14 Tho lti6/13 15415-25 ear% 1 Ave & is:n4=1 45 da,cs Fri 5y'26,,16 _ T1510/ 27/13 15 6f 5-30 days 1510350 of Pab:C /5 dafs Pei 9r:2o 5 Ttssi 1.0j33/3:3 1371.3.25 days XI dan 7.a 10/4/1e ,1,4.crt '4131/16 15£1:3-. a a•Iet 1 . . . . ..._ I611r .... liar. Fri 51/3:11:1 6 Thu 1113115 15775-26 days 1 15 dap Fri VW/15 Thu 1L1/2)/LS 1,58151:0 days Hang 5-,:rr.. id days Fr/ 9/30116 yin. 10/30/IL 55415-1.0 day, .20 dap Wed 1.(15,/16 The L5jt,f36 15815-7 days +:, Friar Faln: Oaar ie clays Moo UV 1 7,/' '151-1.1,,4/IS 162E5-12 d--is, io., flooring 30 dart Tha 1-V3A5 Wt512114/16 16-..15-5 dap am all, ,,:, Set ...ap&an Les. 1:.,Oal-r• Thu 32,/ePai P.4 151.23/1.6 365F5-5 da,.r.. I v Fr,5 537rr:c a451402/26116 rvt;ci 3:4;17 1651 xscic U66116= 11646166664r5Sdx-rur4e 06464 m.azp:p_s kyi,SLuar,r 1 fetJ ; Irractrot &id...me Z.' 5441441. SV•IS p 0 i • ,...,./ ...1..is . s.1 Fs:carat Tasta 6166-4466 $4.6444,4 C1---11.-----,,,-- 544435 Sti, .61146.6rr 66 61= 666.6 1-1114:66-gur '17, 646.66.645444 112 6E1 -`76 6 6Q 5cir.l5- .1.4IMINInt V........a..9 kfiNVit ititt ' - L.. 4.6.-64.•F61466.thy 54355 84/04 Fraciass t 41h. tazef e 11Z-ga KV— tan 530 Feb 3'1 TT T Exhibit "F" Form of funding agreement previously approved by Exe tiveDirector 32 5 A-c-ALE- FUNDING AGREEMENT THIS FUNIXING AGREEMENT (this "Agreement") d among national banking association ("F OVIRTOWN/PARK ST COMMUNITY REDEVE agency and body corporate created under Section 163.3 ., a Florida limited partnership ("Barr Florida non - body corporate ancl politic duly organized a ("Govern -mental ender"). CITALS TT C T 0 ON of March 1, 2015, by and ing Lender"), SOUTHEAST ENT AGENCY, a public 'da Statutes ("GRA"' t corporation ("Urban ida limited liability comp ........ g under the laws o F ague"), ny ("ALC ONY"), ited Partner") and a public, of Florida A. Bonower owns a suble ehold interest in that certain real property described in Exhibit A ("Property" o ated at 1700 NW 4'1' Avenue, Miami, Florida. B. Borrower intends eonstruct on the Property an 84-unit multi amily residential d iami-Dade County to be known as with all appurtenances, fixtures, and tenant improvements "Improv e ' and, together with the Property, the "Project"). C. Borrower applied to Governmental Lender for a loan (the "Borrower Loan" for the c struction, development, and equipping of the Project. D. The I" .rrawcr Loan is evidenced by that certain Multifamily Note, dated as of 4 1, 2015, in the maximum principal amount of $12,000,000, made by rower payable to the order of Governmental Lender (the '`Note") and that ain Borrower Loan Agreen'.ent, dated as of March 1, 2015, between Borrower rid overnmentul Lender (the "Botrower Loan Agreement"). 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. Borrower has requested that Governmental Lender enter into that certain Funding Loan Agreement, dated as of March 1, 2015, between Governmental Lender and Fundino. Lender, pursuaut to which Funding Lender will make a loan to TT T Governmental Lender (the "Funding Loan'), the proceed to fund the Borrower Loan pursuant to the Bon` accordance with the terms of the Funding Loan Agree (the "Funding Loan Agreement") by and between Lender and BONY and the Construction Fundin by and between Funding Lender, as agent Funding Agreement'), The Borrower Loan Documents have Lender to Funding Lender to secure th terms of the Funding Loan Agreemen CRA and Borrower have eninto a Development Agreement, dated January 15, 2013„ as amended b irst Amendment to Development Agreement, dated January 30, 2014, and b ceond Amendment, dated September 30, 2014 (as amended, the "Developn Agreement"), with respect to the development of the Project. Pursuant to the Develo. eut Agreement CRA has agreed to make a $7,500,000 grant (the "CRA subjet to the satisfaction ofthe and conditions set forth in the Develop Agreement. f whicb will be used Agreement in dated March 1, 2015 g Lender, Governmental ent dated March 1, 2015 wer (the "Construction been assigned by Government& ditig Loan in accordance with the The CRA 01. is being made by CRA to Urban League pursuant to the Non Proflt Gr Agreement, dated as of March 1, 2015 (the "Grant Agreement") between C and Urban League. K C Increment Revenue Bonds Series 20)4A-1 in the amount of $50, *00 and Series 2014A-2 in the amount of S5,858,000 (collectively, the "C ds'') issued pursuant to (i) Resolution No. R-12-0197, adopted by the Commissioners of the City of Miami on May 10, 2012, as amended by n No. R-13-0258, adopted on June 27, 2013, (ii) Resolution No, -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- 13-0339 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, d "Escrow Agreement"), between CRA and pursuant to which CRA has deposited $7,500,000 wi he used to fund the CRA Grant in accordance with the Agreement. 2 f March 1, 2015 (the agent thereunder , which funds will Agreement and this At the direction of CRA as provided in the Escrow Agree circumstances as provided herein and in the Escrow Agree by delivery of a letter in the form of Exhibit "B" hereto executed by Funding Lender to BONY, as escrow Agreement, directing BONY, as escrow agent to de held by BONY, as escrow agent, in the account estab agent, for the Urban League (the "Urban League defined in the Funding Loan Agreement. or, in certain ding Lender, ow Letter") under the Escrow portion of the funds d with BONY, as fiscal ount") pursuant to and as N. Pursuant to the Promissory Note, dated Marc.2015 (the "Urban League Loan Note"), made by ALC Lending in favor o iban League, Urban League has agreed to loan all of the CRA. Grant proc s deposited from time to time into the Urban League Account, ALC Len*immediately upon deposit of such proceeds O. In accordance with the terms oft unding Loan Agreement, the proceeds of the Urban League Loan will be de. .sited from time to time into the Urban League Account and shall be immedy tiansferted by BONY to an account established with BONY for ALC 1 enc (the "ALC Lending Accc,int") pursuant to and as defined in the Funding Ls Agreement. Pursuant to the Pro o .y Note, dated March 1, 2015 (the "ALC Loan Note") made by Borrower f ALC Lending, ALC Lending has agreed to loan all of the proceeds the Urban League Loan deposited to the ALC Lending Account, to B. immediately upon deposit of such proceeds (the "ALC Loan"), Q, In accor funds pro F TT T with the terms of the Funding Loan Agreement, upon deposit of he ALC Lending Account, BONY is to immediately deposit the ALC Loan from time to time into the Urban League Proceeds defined in the Funding Loan Agreement, to be held by BONY, in its y as Fiscal Agent, pursuant to the terms of the Funding Loan Agreement. he Investor Limited Partner has entered into that Second Amended and Restated Agreement of Limited Partnership, dated March 1 2015 the "Partnershi Agreement") among Partnership Agreement, the lnvestor Linuted Partner has agreed capital contributions to the Borrower as more particularly describe Partnership Agreement, S. Pursuant to the tertns of that Loan Agreement, dated March [ ], 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 I3orrower to pay a portion of the costs of constructing and equipping the Project. TT T T, One condition specified in the Development Agree is the execution of the Funding Agreement, as defined in the Developmen ent. CRA agrees that this Agreement and the Escrow Agreement con • te the "Funding Agreement" for purposes of the Development Agreement. NOW, THEREFORE, in consideration of the mutu benefits to each of the parties hereto, and for other good and sufficiency of which are hereby acknowledged, th follows! omises herein contained, and the Id valuable consideration, the receipt .artIes agree, each with the other, as Section 1. Recitals Incorporated. T recitalst,set forth above are incorporErtecl herein by this reference and made part of this A n Section 2. Definitions, Capitalize' terms used herein and not defined herein shall have the meaning assigned in the FundingFnnding Ls 11 Agreement. All references to this Agreement or any other document shall be deemed to iin de all amendments, restatements, modifications and supplements thereto to the extent such enthnent, restatement, modification or supplement is made in accordance with the terms of provisions of such document and this Agreement. Section 3. CRA Gran funding of the CRA. Grant, ra League, ALC Lending and Bo. (a) CRA other parties hereto 10 rban League Loan; ALC Loan. In connection with the he Urban League Loan and the ALC Loan, CRA, Urban ach represent, warrant, covenant and agree as follows: ts, warrants, covenants and agrees for the benefit of the CRA has duly authorized, executed and delivered this Agreement, the De opment Agreement, the Escrow Agreement and the Grant Agreement, each which constitute the legal, valid and binding obligation of CRA enfo eable in accordance with their respective terms, except as such o ability may be limited by the effect of any applicable baniouptcy, , reorganization, moratorium or similar laws affecting creditor's rights erally 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 Agreemerat) is the date hereof and that as of the date hereof all CRA Conditions 4 T Precedent (as defined in the Development Agree waived by CRA, (iv) CRA covenants and agrees that it terms of the Development Agreement, the Gr Agreement without the prior written consent of F ent) ave been satisfied or d or modify the Agreement or the Escrow ding Lender. (b) Urban League represents, warrants, cu nants and agrees for the benefit of the other parties hereto as follows: (i) Urban League has duly Agreement, the Grant Agreentent, dated the date hereof, among Urb constitutes the legal, valid and bi accordance with their respectiv limited by the effect cf any moratorium or similar la principles of equity. (ii) Urban of the CRA Grant and, when released Account. Amount fund the Urban Grant to the autornatica amount s proceeds orized, executed and delivered this n; Deposit Account Control Agreement g e, BONY, as depository, each of which obligation of Urban League enforceable in s, except as such enforceability may be able banlauptcy, insolvency, reorganization, ring creditor's rights generally and general hereby acknowledges and agrees that the proceeds d pursuant to the Grant Agreement and this Agreement BONY, will be deposited directly into the Urban League posit in the Urban League Account shall only be used to ue Loan. Upon deposit of any of the proceeds of the CRA League Account such amounts shall immediately and • nsferred to the ALC Lending Account by BONY and the ed shall constitute a portion of the Urban League Loan. The Grant shall not be used for any other purpose, Urban League covenants arid agrees that it will not amend or :ant Agreement or the Urban League Loan Note without the prior nt of Funding Lender and CRA, (iv) Urban League represents and warrants that the Urban League t has been established with BONY, Urban League covenants that it will aniend or modify the terms of such account, or close such account, without the prior written consent of Funding Lender and GRA. (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. TT T (c) ALC Lending represents, warrants, covenants and grees for the benefit of the other parties hereto as follows: (i) ALC Lending has duly authorized, Agreement, the Urban League Loan Note, and th the date hereof (the "ALC Loan Agreement" Borrower, and the Deposit Account Contr among ALC Lending, BONY, as depositary valid and binding obligation of ALC Le their respective terms, except as enforcea applicable bankruptcy, insolvency, r affecting creditor's rights generally (ii) ALC Lending hereb the Urban League Loan will be d Amounts on deposit in the A ALC Loan, Upon deposit amounts shall immediately Urban League Proceed F d portion of the ALC Lo used for any other pu Th uted and delivered this Agreement dated as of ALC Lending and the t dated the date hereof, ch of which constitute the legal, enforceable in accordance with ay be limited by the effect of any tion, moratorium or similar laws principles of equity. owledges and agrees that all proceeds of d directly into the ALC Lending Account. g Account shall only be used to fund the ny amount to the ALC Lending Account such d automatically be transferred by BONY to the and the amounts so transferred shall constitute a proceeds of the Urban League Loan shall not be ALC ,ending covenants and agrees that it will not amend or modify the ALC an Agreement, -Urban League Loan Note or the ALC Loan Note without thewritten consent of the Funding Lender and CRA. (iv Account and agre such acc on C Lending represents and warrants that the ALC Lending stablished with BONY as depositary. ALC Lending covenants ill not amend or modify the terms of such account, or close , without the prior written consent of Funding Lender arid CRA. ALC Lending acknowledges and agrees that Urban League will e obligated to fund the Urban League Loan to the extent that Urban League s any portion of the CRA Grant pursuant to the Grant Agreement and this (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 foliows: (i) Borrower has duly authorized, executed and delivered this Agreement, the ALC Loan Note and the ALC Loan Agreement, and each such 6 TT TT T document constitutes the legal, valid and binding obligat: enforceable in accordance with its terms, except as such en ee limited by the effect of applicable banktuptcy, insole moratorium or similar laws affecting creditor's rights principles of equity. (ii) Borrower hereby acknowledges and a es that all proceeds of the ALC Loan shall be deposited directly into that n Urban League Proceeds Fund established pursuant to thc Furding Loan reement. Borrower shall use all funds from the Urban League Proceeds Fun accordance with the terms of the Development Agreement, the Funding oar Agreement, Borrower Loan Agreement and the Construction Funding ent and this Agreement. The proceeds of the ALC Loan shall not be us for any other purpose. (iii) Borrower covenants Loan Note or the ALC Loan Agr Funding Lender and CRA. (iv) Borrower a obligated to fund the AL portion of the Urban Lea Agreement. f Borrower y may be y, reorganization, y and general agrees not to amend or modify the ALC without the prior written consent of ges and agrees that ALC Lending will only be an to the extent that ALC Lending receives any oan pursuant to the Urban League Note and this (v) The B, cwer hereby acknowledges and agrees that none of the proceeds ef the A /Loaa to the Borrower will be allocated for federal income tax purposes by ti toirower to the direct or indirect payment of any debt service on any obligati° he interest payable on which is excluded from gross income for federal incom ax purposes, (e) Fu ng Lender represents and warrants to the other parties hereto that it has duly autho d, executed and delivered this Agreement, and this Agreement constitutes F ding Lender's legal, valid and binding obligation enforceable in accordance h lis teirns, except as such enforceability may be limited by the effect of any appli ste bankruptcy, insolvency, reorganization, moratorium or similar laws affectsditor's rights generally and principles of equity. Governmental Lender represents and warrants to the other parties hereto a has duly authorized, executed and delivered this Agreement, and this Agreement es Governmental Lender's legal, valid and binding obligation enforceable in cordance with its terms, except as such enforceability may be limited by the effect of any applicable bankruptey, insolvenq, 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 on ruction 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 associated with the construction of the Improvements and the repayment of Pursuant to the terms of the Funding Loan Agreement, Borrower Loan Construction Funding Agreement, the Borrower may from time to time funds by the delivery of a requisition meeting the requirements of lhe B and the Construction Funding Agreement and in the form of Exhibit " an "Application for Payment"). Pursuant to the terms of the Bon Funding Loan Agreement and the Construction Loan Agreement, B only make the transfers requested by an Application for Pay Payment is approved by Funding Lender, such approval execution of an Application for Payment, Pursuant to the Construction Funding Agreem conditions precedent as set forth in the Construction Fu Application for Payment, satisfaction of such conditi of Funding Lender. In addition to those conditions Application for Payment include amounts co Application for Payment must be approved by provided below in this Section 4. Borrower hereby covenants and parties designated to receive copies o Application for Payment submitted to F Payment is provided to Funding Funding Lender in satisfaction of this Agreement related to connection with each such information described in Exhi, D atta Borrower ackno Application for Payme sole discretion, elec Payment, Borrower therefrom, and (ii for Payment no with the cons UP writing folio ts dec s the e' est an advance of an Agreement ched hereto (each, oan Agreement, the Y, as Fiscal Agent shall if such Application for n ed by Funding Lender's he Borrower must satisfy certain Agreement in connection with each g determined in the sole discretion he extent the amounts requested in the proceeds of the ALC Loan, such in the sole discretion of the CRA as o provide to CRA (by delivery to CRA and the to CRA in Section 23 hereof) copies of each ding Lender at the same time that such Application for , including all supporting documentation delivered to quirements of the Construction Funding Agreement and ication for Payment. The information delivered in n for Payment shall include, without limitation, the lied hereto, and agrees that in the event the conditions to the approval of any h in this Section 4 are not timely satisfied and the CRA, in its o waive any such conditions in order to approve the Application for agrees that the CRA shall have no liability to Borrower resulting, es any claims against the CRA for any failure to approve an Application ding the fact that Borrower has previously incurred costs in connection rehabilitation of Improvements. an Application for Payment Funding Lender a es to notify CRA in approve or disapprove such Application for Payment promptly unding Lender making such determination. twitbstancling anything to the contrary contained In this Section 4 at no tine shall the C be quired to approve any Application for Payment if the total amount of the CRA Grant ly funded together with the amount of the CRA Grant to be funded in the pending pp ication for Payment exceeds 45% of the amount previously funded by Funding Lender, the ounty and the Borrower. 8 TIT. T TT T Notwithstanding anything to the contrary contained in this Section 4, at CRA be required to approve any Application for Payment if Borrower is in terms of the Development Agreement, If, by the end of the period beginning on the day on which C designated to receive copies of notices to CRA in Section 23 her Application for Payment requesting transfer of amounts representing p including, without limitation, all information to be provided there and ending on the later of (a) the tenth (10) day thereafter and (b following CRA's (including each party designated to receive Section 23 hereof) receipt of written notice from Funding whole or in part) such Application for Payment (the "App written notice to Funding Lender, BONY and Borrowe approved (in whole or in part or is not approved) (which transfer from the Escrow Account to the Urban requested by the Application for Payment consti approved) (the "CRA Approval") or, has not p Borrower that CRA objects to the dishursemen constituting proceeds of the ALC Loan, then (except with respect to such portion CRA d approve such Application for Payment (e has disapproved) and submit the same against Funding Lender and Funding Application for Payment. If, f disbursement of amounts consti prior to the end of the Approval P of al! or some portion of s Application for Payment amounts may be transfer and BONY approving suc for Payment failing to relevant failure in reo Lender, Borrower a provide written BONY to tr above. If C above, the F requestin suc no li agai shall the under the uding each party in receipt of an ceeds of the ALC Loan, described in Exhibit D, he third (r) Business Day ies of notices to CRA in its decisioa to approve (in al 'od"), CRA has provided uch Application for Payment is direct the Escrow Agent to Account the portion of the funds g ALC Loan proceeds which CRA has d d written notice to BONY, Lender and all • some portion of the requested amounts Application for Payment is approved by CRA pprove) and Funding Lender shall proceed to the portion of the funds requested which CRA ONY. In such event CRA shall have no recourse shall have no liability to CRA with regard to such ill ng ceipt of an Application for Payment requesting proceeds of the ALC Loan, CRA provides written notice d to Funding Lender and Borrower objecting to the transfer ALC Loan proceeds, Funding Lender shall not approve the ng the transfer of the disputed amounts (but all undisputed UI CRA provides written notice to Funding Lender, Borrower fee Any objection by CRA must be based upon the Application the requirements of this Agreement and CRA shall specify the nable detail in the written notice of objection provided to Funding BONY. Immediately upon resolution of the CRA objections, CRA will e to Funding Lender, BONY and Borrower approving transfer and directing reviously disputed amounts held in the Escrow Account as provided the transfer of amounts constituting ALC Loan proceeds as described ender may, in its sole discretion, approve a revised Application for Payment s from the trust accounts held by BONY, other than the disputed amounts, and ,CRA shall have no recourse against Funding Lender and Funding Lender shall have y to CRA for approving such Application for Payment. CRA shall have no recourse unding Lender and Funding Lender si '4121 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 pplications for Payment that do not involve ALC Loan proeeeds. Funding Lender shall only be equired 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 ?'portion of the ALC Loan within the Approval Period, such Application for Payment 9 TI T shall be deemed approved by CRA and Funding Lender is hereby authorized deliver the Escrow Letter to BONY directing BONY as escrow agent to transfer to th rhan League Account the portion of the funds requested by the Application for Payment ituting ALC Loan proceeds. Section 5. Default; Trigger Date, Funding Lender a CRA a copy of each notice sent by Funding Lender to Borrower dec Default has occurred under the Construction Funding Agreement, or Borrower Loan Agreement, or any of them. CRA shall hav Default as provided in Section 8.3 of the Borrower Lean Ag Construction Funding Agreement. If, after the expiration Event of Default has not been cured to the satisfaction of F exercise the remedies afforded to Funding Lender und sole discretion. Neither Funding Lender nor CRA sh Application for Payment while any Potential Def uncured. The "Trigger Date" shall occur on the (a) the date on which acceleration of the Borrower L direct the application of all a proceeds of any collateral repayment of the Borrower oan (b) the date an Event of Def Construction Fund promptly provide to a Default ar Event of aiding Loan Agreement right to cure such Event of nt and Section 8.2.1 of the ny applicable cure period, such ding Lender, Funding Lender may e I3orrower Loan Documents in its under any obligation to approve an Event of Default exists and remains ender exercises the remedy to direct the bllowing the occurrence of an Event of Default and held under the Funding Loan Agreement, and al] g the Borrower Loan and the Funding Loan, to the .d the Funding Loan; and ich is six months following the Funding Lender declaring that has occurred under the Borrower Loan Agreement or the Agreement unless: such Event of Default is waived, such Event of Default is cured, (iii) Lender agrees to forbear from the exercise of remedies available der 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, 10 TT T Section 6. Casualty/Condemnation. To the extent provided i of the Leasehold Multifamily Mortgage, Assignment of Rents, Security Filing made as of the date hereof (the "Mortgage") by the Borr Governmental Lender and assigned to Funding Lender, Funding insurance proceeds resulting from casualty or damage of the Impr awards resulting from a taking, for any public or quasi -public pi authority by exercise of the power of condemnation or eminen replacement or rebuilding of the Improvements. In the even the conditions specified in Sections 19 or 2Q of the Mort agrees to notify CRA of such failure. Thereafter, if C (10) days after receipt of such notice from Funding conditions, CRA shall have thirty (30) days following to satisfy the conditions specified in Sections 19 following receipt of such notice from Funding Le intent to satisfy such conditions or, following d conditions within such thirty (30) day period Lender may apply the insurance or condemn CRA so provides such notice and satisfies insurance and condemnation proceeds Improvements as provided in the Mo insurance proceeds or condemnation instead applies such arnounts to rep be required to fund the balance o disburse all amounts held by B discretion and CRA shall be BONY, as Fiscal Agent, sh account by BONY; provi be disbursed to the CRA Section 7. Funding Loan Ag Lender agree not Mortgage and A 7.6, 7.7 and 7,9 Loan Agre provisions scribed exercised a onably. ns 19 and 20 nt and Fixture the benefit of agrees to apply nts and payments or y any lawful power or main, toward the restoration, the Borrower fails to satisfy , as applicable, Funding Lender notify Funding Lender within ten CRA intends to satisfy such p1 of the notice from Funding Lender 0, as applicable, of the Mortgage. If, CRA shall fail to so provide notice of its y of such notice CRA fails to satisfy such owing notice from Funding Lender, Funding proceeds as permitted by the Mortgage. If onditions within such thirty (30) day period, the 1 be used for the repair and restoration of the . In the event that Funding Lender does not apply 'ds to the repair and restoration of the Project but a portion of the Borrower Loan, CRA shall no longer CRA Grant and CRA may direct BONY as escrow agent to Y in the Escrow Account as directed by CRA in Its sole rio obligation to further fund the CRA Grant. In addition disburse to the CRA any Urban League Proceeds held, in any ver, that funds held in the Cash Collateral Account shall only the payment in full of the Borrower Loan. dments to Mortgage, Construction Funding Agreement, the and the Borrower Loan Agreement. Borrower and Funding nd, without the prior written consent of CRA, Sections 19 or 20 of the 3 and Article 5 of the Construction Funding Agreement, Sections 7,4, 7.5, of the FundingLoan Agreement and Sections 8.3 and 10,1 of the Borrower hall promptly respond to any request for consent to amendments to the above, however any such consent shall be given in the discretion of CRA tion 8. Excess Funds and Amendments to Funding Loan Agreement. The partl acknowledge the Sections 7,4 and 7,7 of the Funding Loan Agreement and agree that riding 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. ding 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, 11 TT T Section 9. Plans and Specifications. Borrower and Funding and agree that the Plans and Specifications approved by Funding Lenderar " attached hereto and made a part hereof. Section 10. Construction Consultant. In accordance Loan Agreement, the Funding Lender, at the cost and expense of B Funding Lendcr may retain a Construction Consultant, as d Agreement, to monitor the progress of construction of the Proj to confirm compliance with the terms of the Borrower Funding Agreement and this Agreement. The Punding and agree that the CRA is entitled to utilize the servi monitor the progress of construction of the Project compliance with the terms of the Grant Agreernen expense of the Borrower inaccordance with disb attached hereto. acknowledge dentified on Exhibit rms of the Borrower r, for the benefit of the n d in the Borrower Loan inspect the Improvements Agreement, the Construction d the Borrower acknowledge Construction Consultant to t the improvements to confirm Agreement at the sole cost and ment conditions set furth in Exhibit D Section 11. Fund to be deposited Cash Collateral Fund, Borrower, Funding Leader, Governmental Lender and the CRA knowkdge that pursuant to Section 2.12 of the Borrower Loan Agreement 3 3 0,000 00 o he Urban League Proceeds are to be deposited into the Urban League Proceeds Fund and app d to the Cash Collateral Fund as provided in Section 7.9 of the Funding Loan Agreement o ar before August 1, 2016, Applications for Payment which include funds that will be ap ied to the Cash Collateral Fund are to be specifically identified in each applicable Ap catlon for Payment and shall be funded by the CRA substantially i_n accordance with schedule attached hereto as Exhibit "F". Pursuant to the Funding Loan Agreement, all C Co1ateiai Funds shall be applied to the outstanding principal balance of the Borrower Loan orbefore the Conversion Date as defined in the Borrower Loan Agreement. Section 12, Coe ion Disbursement Agreement, Borrower, the Construction Contractor, and ALC ding agree to execute the Construction Disbursement Agreement with the Title Company ir e form of Exhibit "G" attached hereto simultaneously with the execution of this Agreement, SectionChange Orders. Borrower shall promptly provide the CRA with copies of an change 0 ers, as defined in the Construction Funding Agreement, which have been approved by nding Lender. on 14, Cost Breakdown, Governmental Lender, Funding Lender and Borrower dge and agree that the Cost Breakdown, as defined in the Construction Funding which has been approved by Funding Lender, is attached hereto as Exhibit "id'. covenants and agrees to promptly provide the CRA, in writing, notice of any changes Cost Breakdown approved by Funding Lender. ac A 0 0 Section 15, Additional Covenants of Borrower. Borrower further covenants and grees es follows; 12 TT T (a) Borrower shall include in an Application for Payment eques o disburse amounts to CRA, up to $75,000 in the aggregate, to reimburse C Section 5.8(B) of the Development Agreement. (b) Borrower shall promptly notify CRA in the ent that Funding Lender fails to advance funds when required under the Construe. Funding Agreement, the Investor Limited Partner fails to make a capital contrib on when required under the Partnership Agreement, as it exists on the date hereofthe County fails to advance funds when required under the Surtax Loan Agreeme (c) Borrower shall promptly notify notice of the occurrenceof a default or event Agreement, the Borrower Loan Agreement, Agreement as a default OT event of default i • costs described in event that Borrower receives der the Construction Funding C Loan Agreement or the Surtax Loan ed in each such agreement. (d) Borrower covenants and eec that the proceeds of the ALC Loan shall be used in compliance with the terms o e Development Agreement, (e) CRA and its duly right to enter upon the Proper notice to inspect the Improv disclosed or required pursu same extent Funding Lend or review of the Improv properly discharging its by any third party a any other agreemen against, or to info defective design # cons doournentat Funding ized agents and representatives shall have the all asonable times and upon reasonable advance and the construction work to verify information Development Agreement or this Agreement to the d its representatives are provided access Any inspection by CRA is solely to determine whether Borrower is ns to CRA and may not be relied upon by Borrower or epresentation or warranty of compliance with this Agreement or owes no duty of care to Borrower or any third party to protect wer or any third oarty of, any negligent, faulty, inadequate or tion of the Improvements as determined by CRA. mower covenants and agrees to provide CRA copies of all vided by Borrower to Funding Lender pursuant to the Construction ent at the time such documentation is provided to Funding Lender. Borrower covenants and agrees to comply with the provisions of of the Construction Funding Agreement to ensure that the Borrower Loan is " in accordance with such section, etion 16. Loan In Balance Provisions, If the Funding Lender determines that the "in balance" in accordance with Section 3.3 of the Construction Funding Aement, the Funding Lender will endeavor to give notice to the CRA. The CRA will not he matte further advances until the Funding Lender notifies the CRA that the Borrower is "in balance". The determination of whether or not the Borrower Loan is "in balance" hall be at the sole and absolute discretion of the Funding Lender. The CRA, Ut•ban 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, 3 partners, receivers, trustees, executors, administrators, successors, assigns, an, y and all persons, or entities acting by, through, under, or in concert with any of then w ei• current or former from any and all charges, claims, ac...tions, causes of action, dm ds, complaints, liabilities, obligations, promises, agreements, controversies, damages, suits, ts, costs, losses, debts, or expenses of any kind and character whatsoever, whether known o nknown, suspected or unsuspected, fixed or contingent, which the Release Parties may have from or growing out of any act or omission related in any way whatsoever to the de rnnnationby Funding Lender of whether or not the Borrower Loan Is "in balance" or the to provide any notice required under this Section 16, Bonower, the Urban League and C Lendrng acknowledge and agree that the CRA will have no liability to any of them shoiil the CRA not fund all or any portion of the CRA Grant or delay in funding all or any portion the CRA Grant as a result of the CRA relying upon notice from the Funding Lender th the Borrower Loan is not "in balance" in accordance with Section 3.3 of the Construction F ding Agreement, Section 17, Benefit to Borrower, NothingNolhirig i this Agreement is intended for the benefit of Borrower. Section 18. Amendments to this Agree by a written instrument signed by each of the p provisions or conditions of this Agreement sha addressed in such waiver and shall not be conditions, nor shall a waiver of any such p subsequent waiver of the same provision This Agreement may only be arnended to. Any waiver granted with regard to writing and limited to matters expressly d as a waiver of any other provisions or n or condition be construed to confer a right to dition. Section 19. Severability, If y provision of this Agreement is determined to be unenforceable for any reason, it sh be adjusted rather than voided, to the greatest extent possible, to achieve the intent of th 'e,s. All of the other provisions shall be deemed valid and enforceable to the greatest ext. possible, Section 20. Govern Law. This Agreement shall be governed by the laws of the State of Florida without regar o choice or conflict of law rules, Section 21. upon and shall inure assigns. Funding interests in the Loan id Assigns. The terms of this Agreement shall be binding benefit of the parties hereto and their respective successors and agrees to deliver a copy of this Agreement to any transferee of its uments. Section 2 Counterparts, This Agreement may be executed in counterparts, and each spit cons an original and all taken together shall constitute one agreement. consents, (collectiv expre (d) fa (i Notice. All notices, demands, designations, certificates, requests, offers, iprovals, appointments and other instruments given pursuant to this Agreement ,'y called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized rnight delivery service, (c) certified or registered mall, return receipt requested or ile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, t Business Day, if delivered by express overnight delivery service, (iii) if sent by d or registered mail, the date on which the notice is received, as evidenced by the 14 TT executed return receipt, or, if delivery is refused, the date on which the d v ry is refused, or (iv) transmittal, if sent on a Business Day by facsimile and if sent by a imile on a day other than a Business Day, on the first Business Day following transmittal tices 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 n of default sent to: with a copy r or ALC Lending: New York, Ne 325 East Tho At d Floor 0 ive, Suite 160 fornia 91360 s Manager/Asset Manager uwicli Street, 2nd Floor New York, New York 10013 Attention: Ace u t Specialist 388 Greenwich Street New York, New York 10013 Attention: General Counsel's Office 1201 West Peachtree Suite 2000 Atlanta, GA 3030 15 TT T with a copy to. If to CRA: with a copy to: op y to: Suite 2200 Miami, FL 33130 and Suite 2 Cleveland, 0 and: 44114 6 V. Jackon 13Iv , Sulte 400 , 60661 ast Overtown/Park West Community Redevelopment Agency 819 NW 2"d Avenue, Third Floor Miami,1L 33136 Attention: Clarence E. Woods, 111., Executive Director Facsimile: (305) 679-6835 • 701 DrickeB Avenue Suite 3000 Miami, FL 9100 S. Dacleland Boulevard Rote 904 Miami, FL 33136 16 TT T If to Urban League: If to BONY: If to the Investor Limited Partner: or to such other addre specify to the other pat Agreement the giving time by the person A 61 Centurion Telepho Facsimi 60 64 -1900 04) 645-1930 for Avenue 626 W. Jackson Chicago, IL 606 v 400 nc. 0 T such other person as any party may from time to time hereafter a notice delivered in the manner provided above. Whenever in this •otice is required, the giving thereof may be waived in writing at any ons entitled to receive such Notice. [Remainder of pageintentionally left blank] 17 T TT IN Wri'NNESS WHEREOF, the parties have caused this Agree effective us of the clay and year first above written, LENDER: CITIBANIC, N.A.. afi# boding association S-) T Attest: Approved as to force and aorree CR2A: SOUTHEAST 0 0 !.PARK WEST COMMUNITY " r EVELOPMENT AGENCY Exe S-2 TT T T T T TT T TIT T TT T The undersigned is executing this Agreement as a passive investor in the B. and it shall have no liability whatsoever for the obligations dale Borrower hereunder under any of the Loan Documents. The undersigned will make capital contributions to the subject to all terms and conditions set forth in theiPartnership Agreement. INVESTOR LIMITED P* ER: a De By: .za.{/A414;/,1441.i.'14\Ali.F4‘2$74Z7,,1:4:::j4.1 By: Name: Title: S-7 TT A p according Miami -Dade EXHIBIT A LEGAL DESCRIPTION Tract "10", of "TOWNPARK SUBDIVISION 4 U. Plat thereof, as recorded in Plat Book 87, Page 52 , Florida. Being more particularly described a Commence et the S line of said tract 10 fora left, concave to the Southwest; curve, having for its elements a are distance of 38.23 feet to a point of line of said Tract 10, for a distance hereinafter described parcel of land; thence co 242.15 feet to a point of curvature of a circular Westerly, Southwesterly, and Southerly along radius of 25.00 feet, through a central angle point of tangency; thence South D1°34'19" distance of 463.76 feet; thence North 87 Easement, for a distance of 105.35 feet feet; thence North 89°46'38" East, fo a distance of 170.15 feet; thence S 02°05'25" West, for a distance o er of said Tract 10; thence N of 690.69 feet to a point of North, Northwester] of 25,00 feet, thro acy; then 4" , along the st, along the N North 01°34'23" West, distance of 49.25 feet; thence Nort ECT FLA R-10", he Public Records of s: 2100" West along the East f a circular. curve to the erly along the ate of said al angle of 87°3725" for an outh 89°01'35" West, along the North e PONT OF BEGINNING of the th 89°01'35" West, for a distance of , concave to the Southeast; thence id curve, having for its elements a istance of 39.53 feet to a ne of said Tract 10, for a of a 40.00 feet Utility distance of 239.94 '3533' West, for 95943' East, for a distance of 110.67 feet; thence North the POINT OF BEGINNING, A-1 TT EXHIBIT B FORM OF ESCROW LETTER PATE] T P 0 61 Centurion Parkway Jacksonville, FL 32256 Attention: Dear Sir: Reference is made to that Funding Agre 2015 (the "Funding Agreement") by and anon ("Fund(ng Lender"), Southeast Overtown/P public agenc and bod aor Qrata pitalized terms used herein Funding Agreement, An Application requested the disburse Fundin Application for Pay by Funding Lender the Approval Per' held pursuant SUBSTITUTED he "A tent") dated as of March national banking association Community Redevelopment Agency, a ien 163.356, Florida Statutes ("CRA"), ot detined herein shall have ning assigned in the r ent was received from the Borrower on pm -El which of funds constituting ALC Loan proceeds in the amount of ndor provided written notice to CRA of its approval of such in accordance with the Funding Agreement, No response was received CM with respect to such Application for Payment prior to the end of unding Lender hereby directs Escrow Agent to transfer $ Escrow Agreement to the Urban League Account, Sincerely, B-1 61 Cenh.xrion Parkway Jacksonville, Florida 32256 Re: EXHIBIT C FORM OF 'WRITTEN REQUISITION (Project Fund) $12,000,000 Housing Finance Au Multifamily Mortgage Revenue No 24, 2015 Date: No.; Acco ami-Dade Countya) tadkd March This requisition is being deliyered to y n accordance with the Fundingo A.greernent, dated as of Mareh1,..2015(tlae.'".7un„„glli'.'L:t '". .on (the Agent") pursuant to w ") was issued. Capitalized ter thereto in the Funding Loan Agreeme 1. You are reque subaccount(s) therein identified in the amount(s), to the pers and incorporated herein b and/or the subaccount(s) PRO BO A bove-re fined T enced note "Governmental LendeLender in shall have the meanings assigned o disburse funds from the Project Fund and/or the w, pursuant to Section 7.6 of the Funding Loan Agreement and for the purpose(s) set forth on Schedule attached hereto c . Such disbursements are to be made from the Project Fund as clentitied below, in the following amounts: QUITY ACCOUNT: D INTEREST ACCOUNT; $_ URBAN LEAGUE PROCEEDS ACCOUNT: $ The undersigned certifies that: 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, claitn or TT T security interest has been received, such lien, attachment, claim or s been released, discharged, insured or bonded over or will be released or bonded over upon payment of the requisition; (ii) this Requisition contains no items represen percentage entitled to be retained at the date of the certific MO the obligation stated on this Requisition h acquisition, construction or equipping of the Project, e the Project Fund, and the obligation has not been th been paid; (iv) this Requisition contains no it other amount constituting an issuance cost of the costs referenced herein will not viol the Borrower in the Borrower Loan A Certificate; [Applies only to the Fund' (v) not less than 95% Requisition to be funded from th from the Project Fund have b Project Costs; [Applies only (vi) the Bo without limitation, dev, the meaning of Sectio and [Applies on] (vii) or exists that Event of D Agreeme [The of the Pro' ged, insured g mentonaccountofany eri incurred in or about the tem Is a proper charge against r a prior requisition that has presenting any Closing Costs or any lion 147(g) of the Code ad payment epresentation, warranty or covenant of e t„ the Regutetory Agreement or the Tax oan Proceeds] e sum of: (a) the amounts requisitioned by this oject Fund plus (b) all amounts previously disbursed will be applied by the Borrower to pay Qualified e Funding Loan Proceeds) knowledges that fees, charges or profits (including, per fees) payable to the Borrower or a "related person" (within of the Code) are not deemed to be Qualified Project Costs; e Funding Loan Proceeds) date hereof, no event or condition has happened or is happening , or that with notice or lapse of time or both, would constitute, an er the Funding Loan Agreement or under the Borrower Loan teg paragraph is to be Included in any requisition from Urban League Proceeds Account reby certify that; 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 arid the CRA, as amended (the "Development Agreement"). ii. Borrower is In compliance with the terms and provisions of the Development Agreement. 111. All of the representations of Borrower in the F dated 03 cf March 1, 2015 (the "Funding Agreement") by and b the CRA, Funding Lender, Governmental Lender, Fin Lending Company, LLC, and RBC Tax Credit Equity Fu correct in all material respects. iv. The aggregate amount of Urban Lea including the amount included irt this requisition, amount funded, including the amounts lnclu Lender, the County and Borrower, v. Borrower is not in defau Construction Funding Agreement or vl. The amount Motu which amount 1'19 to be transfe Proceeds Account to the Cash 1)a 20 By: Its: g Agreement e n Borrower, gent, Affordable .P. are true and r ceeds funded to date, 0 or less than the aggregate ' requisition, by Funding ing Loan Agreement, the Agreement. equisitIon includes $ by Fiscal Agent from the Urban League 1 Account. ited par ship By: T TT Approved by Funding a-,d 4 TT T TT T EXHIBIT D INFORMATION REQUIRED TO BE PROVIDED WITH EACH APPLICATION FOR PAYMENT OF ALC LOAN Applications for Payment requesting transfers of amounts rep ALC Loan shall include the following; 1. A written itemized statement setting forth; (a) a description of the work performe incurred or due for which disburse line item shown in the Cost Breakd hereto (the "Cost Breakdown") (e (b) () OCEEDS g proceeds of the rial supplied and/or costs s requested with respect to any included in Exhibit B-1 attached "Item"); and the total amount incurred, ex, d and/or due for each requested item less prior disbursements; the portion of the fund constitutes a portion requested by the Ap the Borrower L as to costs to be p 2. With respect to eac amounts consti condition the di (a) bills, rec ested by the Application for Payment which ALC Loan and the portion of the funds ation for Payment which constitutes a portion of d other Borrower Moneys and a detailed statement or reimbursed with suth amounts; and Application for Payment calling for the application of a portion of the ALC Loan, CRA shall have the right to ent upon CRA's receipt and approval of the following: oices, documents of title, vouchers, statements, payroll records, and any other documents evidencing the total amount expended, or due for any requested items included in the Application for (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 conforinance no the Plans and Specifications arid governrnental requirements based upon any such architect's, inspector's and contractor's periodic physic& inspections of the Property and Improvements utilizing AIA 0702 and 0703; 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; D-1 (d) (f) T unconditional lien waivers from all subcontractor suppliers paid from the previous Application for Pa evidence of compliance with the terms of the Dev a report of the Construction Consultant ad that any goods, materials, supplies, fixtur which Application for Payment is re -quest the Improvements and confirming the p the work done has been performed pursuant to the Plans and Specificati in the Application for Payment; rialmen and ent Agreement; es d 10 the CRA, showing her work in process for een incorporated into ge of completion and that a good workman like manner consistent with what is reflected update endorsement to the Title y insuring the ALC Loan and the Borrower Loan showing no ens of record other than permitted encumbrances since the date e Title Policy; the Application for Pay the items shown in the evidence of Borr system acceptabi disbursements lien claimant; a written r4 - issued which i b tt ich e , I 4 ized requisition for payment of n; use of a lien release, joint check and voucher the CRA and Funding Lender for payments or y contractor, subcontractor, materialman, supplier or cuted by any surety to whom Funding Lender has et aside letter and/or any public entity or agency iary under any instrument of credit or standby letter of rider has issued or will issue with respect to the Loan; hat any goods, materials, supplies, fixtures or other work in hich disbursement is requested have been incorporated into e provements; 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; (in) in the event that any Application for Payment includes the cost of materials stored on the Property ("Onsite Materials"), such Application for D-2 TT Payment shall include each of the following: (i) evide that the Onsite Materials have been purchased by Borrower; (ii) evid; that the Onsite Materials are insured as required under the struction Funding Agreement; and (iii) evidence that the Onsite M als are stored in an area on the Property fcr which adequate security s provided against theft and vandalism; and (n) evidence of the Borrower's compliance wit e provisions of Articles 3, 4 and 5 of the Construction Funding Agree 3. Periodic Disbursement of Construction Cost ite Work Costs and Offsite Costs. As construction progresses, a portion ofthe ost Breakdown shall be periodically disbursed to or for the benefit or acco of the Borrower for the Construction Costs, Site Work Costs and Offsite C. items, subject to a ten percent (10%) holdback for retainage until the kupt ements are 50% complete, at which such time the ten percent (10%) amoun all be reduced to zero peicent (0%) (such amounts so retained being referr to as "Retainage"). The Retainage shall be disbursed to or for the benefit o ocount of the Borrower upon completion of the Improvements in accordance th the Plans and Specifications, the Construction Contract, governmental J1CIfl0flLS and the conditions set forth in the Construction Funding Ag ment, 4, CRA. AppUcatons f ayment, including all required back-up materiaLs, shall be provided to C at the following address in accordance with the notice provisions ofSecb 16 ofthis Agreement: Sou OvertowniPark West Community Redevelopment Agency 819 2nd Avenue T 33136 ohm. Clarence E. Woods, 111 Executive Director Facsimile: (305) 679-6835 With a copy to: Miami, FL Attention: Facsimile: With a copy to: D-3 TT T • TT T 9100 S, Dadeland Boulevard Suite 904 Miami, FL 33136 D-4 T TE nos ►* xx0 OF .AP ' .t© D PCANS PEC C ,0 P7 T T The plans and specificati epared by a : «_,t , •.n dated July 8, 013, and last revised on August 11, Z014 as more particularly identified below .0 $neat A921 Index otbrawf A0.0 SdtoF en andSlto DeWitt; A0,1 1st t.OY41 Pion Plan A0,2 2nd F#oor PI an A0.3 grdLeval FloarPlan A0,4 4th atm 6th 1yploal Level Moor Pion A0.5 Roof Level fluor Plant A0,6 Roof Level Flow Plan A1,0 1.a1 level Plan Partial A A1.1 Sat L Plan Portia! 0 Al2 end Leyte Plan Partial A A1,3 2nd Laval Plan Panel B A1,4 3rd Level Plan panlal A A16 3rd Lave I Pion Partial R A1,6 4th Level Plan Partial A A17 4th Lmrod Plan Pa, W 8 A1.8 0th Leval Plan Partial A A1.9 Rh Level Plan Partial A140 eth Level Non Part] A11] Bth Lever Pion P Ai12 Mein Re©f Laave! rmt A A11s Mutt A114 Up A R •.• ;- 1 Partla! A A1.15 A2.0 A2 . A2,2 A2.3 A2.4 42.5 4 2 3 4 1 2 d Lave F1vor Partial 4 A2.1.2 4th tlttu 6th Le►art P1oor Pfau pttttali 1 4th that 0th Leval F►ncv Plon Partial 2 A214 4th thru 6th level Roor Plan Partial 3 A2,18 4ththru fith Level PfoorPlan Partio4 A6.0 80Ong Elovotlon Mot Mew A9.1 Buildin g Plovatlon Nvt h W w. view 48.2 899ding Savaan North View A3.3 aurldrng E?9V$1lon Eaat Wow 7/: i i3 10/1/2013 5/19/2014 6/19/201A /2013 8/19/2014 6/0/2014 6/10/201A 7/8/2013 8/1.9/2014 7%8/2019 8/1.9/2014 7/8/2013 8/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/8/2013 8/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/8/2013 5/19/2014' 7/6/2013 6/19/2014 7/8/2013 6/14/2014 7/8/2013 9/1.4/2014 7/8/2013 6/10/2014 7/8/2013 5/16/2014 7/8/2013 8/1g/2014 7/6/201.9 B/19/2014 7/6/2013 5/19/2014 7/6/2013 8/19/2014 7/6/2013 6/19/7014 7/0/2013 6/1812014 7/8/2013 8/12/2014 7/8/2013 5/16/2014 7/6/2019 5/16/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 . 7/8/2013 6/19/2014 7/8/2013 0/18/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/8/2013 6/19/2014 7/8/2013 130S/201A 7/8/2018 6/113/2014 7/6/2013 8/18/2014 7/8/2013 5/19/2014 7/0/2013 6/19/2014 7/8/2013 5/19/2014 7/8/2013 5/10/2014 7/8/2013 5/19/201A TT T 7 /43/2013 190 7/8/2013 7/0/2019 T A0.4 8ullding t7evathn:a 8au91 Maw 7(Bj2d? c 5/39/2ouu A4.0 Bupoing$eXona 7/s/ 5/19/201A A4.1 8ulkirng &anonB 7 : 5/19/2014 A4.2 Wag 2eattDns 7/ 'rs 6/19/2014 A4.2 Wail8ottUDns f 5/19/2614 A4.4 Pertfal Roof Section j812 10/1/2013 A5.O 1st Leval lt0P 7t8/x018 5/12/2014 A5.1 2r441tos, RCP 7 13 3/19/2014 A5.2 3r4 Level FOP 7/8 5/19/2014 A5.8 7yplaal494 tnru 8th Level RCP 7/8J 1.3 6/7.8/2014 A6.0 DoorSahodu e & Notre 7/8/2413 5/19/2014 A8.1 N7ndcw rotas Types & Cetnlla 7/8/201.3 5/19/2014 A6,2 flown Plnteh Schedule & triton orNot 7! 33 10/1/2019 A5.3 Wall7ypea 7/8/2013 5/L5/2014 A7.6 Stair + .=,FB& Notes 7/8/2013 10/i/2013 A7.1 t rorW 7/5/2013 10/1/2013 A7.2 r one 7/8/2013 10/1/2013 A7,5 ..>.r.e sera&r;M 7/ •y' 1A/1/2013 A7.4 dtuGe F ran & Itsr • 7/8/2013 1.0/1/2013 A8 0 • - .:fie 7/8/2013 ia/1/2013 A8.1 OetoAo 7/8/2013• 10/1/201$ A9.2 ►=felts 7 1D/1/2019 A8.3 "aa.ti"•" 10/1/2013 118.4 7/8/2p1$ 10/1/2013 A9.0 101i/20i9 A9.1 A0A tYat}t a ., I/ /201$ 10/1,/201 A9.2 Unit A Plan & • f+, .•r Et ens T 19 5/19/3034 A9,3 Unft 8 r=dDr Ef arts 7/8! 5/19/2014 A9.4 Un1C8/19/2014 A9.0 UnitA,. .titan&tr of®rEtanm4F.sr,rs rs®rnn®a 5119/2014 A9.6 U 5/19/2014 A8,7 ,.,„rweesxu'uraw¢t 5/19/2014 10 Lai x � 0m s p& Lsganr /� 1.9.2 fl s''9ty2ad fihnf 8th t awn9 isin.s 5/19/2014 Gan7/5/2010 10/1/2013 Fcunaatlavt Plan 7/8/2013 8/19/2014 0.;r< 2nd Level Framing Plan 7/8/2013 5/19/2014 3 -8th Level Framing Pion 7/5/201.3 6/19/2014 Roof Framing plan 7/8/2013 10/1/2013 Wall Sections 7/5/2013 5/1.9/2014 52.Z Stair Section 7/8/2013 10/1/201g FBavptat & Roo/ Wer. Section 7/8/2013 10/1/2019 Balcony Won3ectlona 7/8/2013 .i0/1/2013 Soiled alea&3yplcel 7/8/2013 10/1/2o2.3 edulos & 'Weal Details 7/8/2013 10/1/2013 Mouth Elsvrotlone Wind Pressures 7/8/2013 5/19/2014 T Pogo Deoadpxfon u raa M2.2 M3.1 M4.1 A46.1 M8,2 batnlls) PfurrrignEP Pp,1 SIM Plan P1,1 Sat Level Raof Plan P1.2 2nd Lave' Floor Plan P1.S 9rd Level Rod Pied P1.3.1 4tti thru 6ttl Level P14 Rant tavoi Roca P2,1 Typlcel Unite P2.2 Wool Lhift P3.1 P3.2 P3.3 P3A P&8 P4,1 Piro P roeeoifwt 7/8/201$ 7/8/2013 7/8/2013 7/8/2013 7/8/2013 7/8/2013 7/8/2013 7/8/Z013 7/8/2013 7/8/2018 V10/2013 0/1812014 8/19/2014 6/16/2014 8/10/2014 8/10/2014 6/16/2014 8/18/2014 8/184014 1/18/2014 10/1/2018 10/1/2018 1/27/20i4 0/18/2014 8/18/2014 8/10/2014 8/18/2014 10/1/2014 5/18/2014 8/10/2014 b/1612014 1/27/2014 6/30/2014 8/1 014 1/27/2014 6/1.ff/2014 7/8/2013 12/18/2013 7/8/2013 6/16/2014 7/8/2013 1/i8/2014 7/8/2013 1/18/2014 7/8/2013 1/18/201.4 7/8/2013 12/12/2013 7/8M018 6118/2014 7/8/2013 q/18/2014 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 12/12/2018 TT T Pogo FP0,1 She n oladion PP3.1 1 tLeval FP1.1 M1(1144.111 Fp1,241 3r0 Loyal Plan PP1.2.2 4thWu 601Lovof Plan EF2.9 Roos Level Pion FP2.1 UM Wan$ FP2.2 tint! Plan FP3.1 Fcralsum# Room & 11%ora G"v& No PS €? Cows Shoot 03-1 Paving 8 Drainage Plan PD-1 Paving & Dralnago Ran PD-2 Paving& Drainage Details P0-3 *lanege & Pawn nt Marid Pi4.1 Water & Sower Notos WS1 Water 84 Sower Flan WS-2 8tormwater Pollution Pt SWPP-1 NPDE3Notes SWPP-2 Erasion Control Dotalls S WPl-3 E Control 1314 -01 Easing Tres tA1r02 Pianling Pion LA1,03 Landooare Roo n 10/1/2013 TJBJ r 5/16/2014 5/18/2014 7(8/ +i13 5/10/2014 7/' 0 5/16/2014 013 10/1/2013 5/16//2014 e/18/2014 1/16/2014 6/20/2014 10/1/2013 6/16/2014 10/1 2013 3/20/2014 10/1/2013 10/1/2013 5/16/203.4 10/1/2013 3/20' /2014 10/4/2013 '5/15/2014 10/2 2013 10/1/2013 10/W2013 10/1/2013 P/25/2013 2/2E/2014 5/25/2013 6/1/1914 9/25/2013 2/23/2014 TT T TI T Exhibit F Estimated Funding of Cash Coilateral Account „1i1j'4'i5tasi4'{..o,. ; d 0n16 •,. •702,341 ' 497,949 1,155,262 " The estimated deposits are equivalent to the projected hard cost re ttu on each month. Al deposits are estirtiates and may vary during construction. TT T TT T Commitment No. Policy No. Escrow N. Date March 2015 CONSTRUCT!: SERVICES. AGREEMENT ARTICLIt PARTIES AND ADDRESSES 9100 Dadeland Blvd Sui Miaml, Florida 33156 Phone: 305-779-4402+ 7 Fax: 305-265-7020 1.02 'BORROWER; 1,03 225 Avia • FL 0 4 Suit e 607. Pompano Beach, PL 33069 Altention: Phone: rtlx: t .04 LENDER: . ONES 44001:136 vl CRA - AMC FNTIC CONSTRUCTION LOAN SFR vaxs A01fiMINE3.83544111111 Miami, FL 33133 Attention: Mathew Rieger Phone: Fax: -AND- Southeast Overtown/Park West Community Redevelop c/o Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 Attention: William R. Bloom, Esti. Phone; 305-789.7712 Fax: 305-789-7799 1.05 The land on which the proposed described in the title insurance commitment and Exhibit (A) atfached hereto if not set forth bel 2.01 FIDELITY NATION to as FNTIC, in consideration of insuring the lien of a constructio amount of $7,500,000.00 and pa hereby agree with A RPOSE nt Agency n is to be placed and which is y ed to above is legally described in TITLE INSURANCE COMPANY, hereinafter referred ance of an ALTA Loan Policy No, ge on the property legally described In Exhibit A in the t to it of a service charge of S450.00 per draw, does Southeast Ove deve k West Comm that it or the LE R will disburse the proceeds (Atha Construction Loan through Construction Funding Requ ions (hereinafter referred to as "Requisition"accordance with the amounts set forth in ' Disbursement Schedule (Exhibit B) and pursuant to the terms and conditions le Payment Schedule (Exhibit C), FNTIC will execute this Agreement onty UpO h condtUj that the construction mortgage to the Lender will be recorded prior to the record' .of a Tptice of Commencement pursuant to Florida Statutes on Constructions Liens, (Ch; er7 ARTICLE 111 PROVISIONS TT T 3.01 FNTIC has the right, but not the obligation, and solely for its own protection, to make suchinspections of the project as it deems advisable, Lender, Borrower and General Contractor (herolnafter referred to as GC.), acknowledge that they do not and shall not rely upon any inspections 'which PNTIC 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 q-1001436 y I CRA AMC FNTJC CDNSTRUCTION LOAN SERVICES AGREEMENT 38351-0001 2 TT T furnished' at the request of FNTIC, including, without limitations, pre orders, reports and accounting records. ARTICLE IV GENERAL PROVISIONS 4.01 In its capacity under this Agreeinent, FNT compliance with the duties imposed upon it hereunder, F statements from any party disclosing the subcontractors are required in pare ph A 2, A3, 131, and B2, of the P its obligation hereunder as to any lien for labor or ma failure to follow the instructive herein by either bo Ch. 713.24 of the Florida S(atutes, Dr issuing an the attempted enforcement of said lien, FNTIC shall have no responsibility: improvements are constructed in accord improvements will be completed or resulting from its complying with decrees of any court or governments whether or not subsequently vacated claims of construction liens by co not disclosed by the Contract Requisitions, referred to in thi Lien and/or paid invoices procured, or where such do (except where this Agreem the Contractor's Stateni Lender for any claims proper payments as Construction Liens responsibility for 4.02 construction Policy with 4. relation rela p 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 p a a ent en all 'n , work shall be responsible only for is not required to obtain any uppliers except those that ent Systern Schedule. It may satisfy or which it may be liable due to its he claim of lien in, accordance with o the Loan Policy insuring against pect the construction site; b) to see that the ' h plans and specifications, or that said • nt funds are available for completion; c) I process, writs, orders, judgements and rity, whether Issued with or without jurisdiction and edified, set aside or reversed; d) for claims of liens or , sub -contractors or materialmen or any other persons Statement or Requisitions or Owner's Statement or emett e) for claims which may be founded upon Waivers of o it which have been forged or otherwise wrongfully xecuted by a person lacking authority to execute same quire that FNTIC disburse directly to the parties named in r Recalls tious, referred to in this Agreement); f) tci the Borrower and the disbursement made under this Agreement may (i) not constitute may be required under the provisions of the Florida. Statutes on er 713); or (ii) not comply with any of the provisions of the Lender ' loans (F.S. 713,3471). hat all the title insurance coverage, including that against liens, is afforded to the Lender only by the aforementioned Loan ents and that no insurance is afforded by this Agreement. All parties agree that this Agreement does not create a partnership, a trust agency relationship, a third party beneficiary relationship, or any other legal they than that of Independent contracting parties. 4.04 Proceeds of the loan shall be funded as allocated and agreed herewith by ower and Lender, as shown in Project Disbursement Schedule, Exhibit B. Should a quisition as submitted by Borrower reflect increases or changes in the costs of construction as ifieally allocated in previously submitted Requisitions, FNTIC. shall have no liability to rely on the Requisitions and affidavits of Borrower and C.C. as to the identities famishing labor,, materials or services to the project and FNTIC shall nothav,e Borrower, G.C. or Lender for any consequences resulting from any errors or disclosures of identities. 4.05 If written statements are finished to FNTIC that funds av to complete construction, FNTIC shall not be obligated to continue di until necessary funds are deposited with or committed to FNTIC by. until FNTIC is directed in writing by the Borrower and Lender t portion of the funds requested•on subsequent ContradoVs Stateme 4.06 The Borrower and 0,C, covenant and agree recordable lien release or transfer any construction lien file bond as further provided by Section 713.24 of the Florida lien, time being of the essence in this Agreement. TT parties bility to ons in said ufficient hereunder nder or 'only a stipulated ptly secure the necessary the property to surety or cash ame relates to construction 4,07 FNTIC shall not disburse any funds h; -under until a "Notice of Commencement" has been recorded pursuant to Chapter 713,13 o• t e Flonda Statutes, certified copy of such Notice has been posted on the construction pre es, and an Affidavit of such posting has been furnished to FNTIC, Fidelity National Title 1 e Company shall be named on such Notice of Commencement to receive a copy of No s to Owner as provided In Sections 713.06 (2) (b) and Section 713,13 (1) (f and g) of the P1 do Statutes. The Notice of Commencement must be recorded after the recording of the nort e rnsueinsured in the Loan Policy, 4,08 FNTIC may desire inquire and communicate directly with various parties named in the Borrower's or G.C.' tatement or who give Notice to Owner. Borrower and Q.C. do hereby authorize FNTIC to ake such inquiries and authorize those parties to furnish the information requested to FN 4.09 In conside tonof, among other things, FNTIC's entering into this Agreement. G.C. indemnifies and s FNTIC harmless from any and all losses, costs, damages, expenses and liabilities, includrney's fees, which FNTIC may incur under said Loan Policy and the endorsements there or under this Agreement, arising from any mechanic's and materialmen's lien(s) for labor aterial or services pursuant to Contractor's Construction Agreements with Borrower or fr any erroneous information which G.C, or any person claiming by, through or under him, provided FN'FIC, or from the breach of any warranty or covenant made by Contractor TIC. , in consideration of, among other things, FNT1C's entering into this Agre nt, Owner indemnifies and saves FNTIC harmless from any and all tosses, costs ,g s, expenses and liabilities, including attorney's fees, which FNTIC may incur under said n Policy and the endorsements thereto or under this Agreement, arising from any mechanic's d materlalmen's lien(s) for labor, material or services or from the breach of any warranty or ovenant 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 T FV‘TIC that the amount of his contract with Borrower is sufficient contemplated therein. While FNTIC has no liability for sufficiency o project, it is, owing to increased likelihood of litigation, unwilling to where the funds are inadequate to complete construction. Toward thi warranties in this section. 4.11 FNTIC will not be liable for loss or impairmen course of collection or on deposit with any bank due to bank fai 4.12 FNT1C shall have no responsibility to date that is the responsibility of the Borrower and Lender. 4.13 Nothing contained in this Agreemen obligations of the Borrower or G.C. nor the rights Construction Loan Agreement between said determining whether Borrower or G.C. is in c the Lender nor shall FNTIC be responsible Agreement. The funding of any loan proc FNTIC to disburse, p ete the work ds to mplete the nto this Agreement , FNTIC requires the y funds which are in the lnsolvcncy or suspension. pliance with F.S. 713.347 as in any way limit or diminish the Lender as may be contained in any FNTIC has no responsibility for h the terms of any Agreement with ilure of either party to perform under such TIC shalt be deemed Lender's direction to ARTICLE V EXHIBITS 5.01 The following exhi areattachedbereto and made part hereof'. A, 13, C, D, E, F, 0, DATE: THIS DAY MARCH,2O15. BORROWER: BY: GEN CONTRACTOR LENDER: T TT T BY: -AND- Southeast ORedevelopment Agency BY: x utive Director TIT T Exhibit "G" NON-PROFIT GRANT AG EN 33 TT T NON-PROFIT GRANT AGREE EN THIS NON-PROFIT GRANT AGREEMENT (the "A nt") is dated as of the day of , 2015, by and between The Urban Leag of Greater Miami, Inc,, a not for profit Florida corporation (the "NON-PROFIT") and the Southeast Overtown/P ark West Community Redevelopment Agency, a public agency • .ody corporate created pursuant to Section 163,356, Florida Statutes (the "CRA"). RECITA A. The CRA has entered into a dev by and between the CRA and St, John Plaza assigned by the Original Developer to SJP Ap (the 'Developer"); and as amended by 'Development Agreement"), by and b development of a project consisting of no described in the Development Agree B. Purswinttotheter a grant in au amount of up to T Contribution'') to the NON -PR to the Managing Member (or pursuant to the terms of this (the "Funding Agree e and FUNDING A o agreement dated as of January 18, 2013, • , LLC (the "Original Developer"); as , LLC, a Florida limited liability company idment dated as of April , 2015 (the the CRA and Developer, with respect to the n 90 affordable rental units as more particularly the Development Agreernent, the CRA has agreed to make Ilion and No/100 Dollars ($10,000,000,00) (the ''CRA ich CRA Contribution will be loaned by the NON-PROFIT Controlled Entity) which will loan the funds to the Developer ement and that certain funding agreement of even date herewith 'oy and among NON-PROFIT, the CRA, Developer, LLC, a Florida limited liability company ("Lending"), C. designated Len D. terms an PROFIT funds t NT] j, [OPEN — PARTY'S EXECUTING dance with the terms of the Development Agreement, Developer has he Controlled Entity to make the Loan to Developer, he NON-PROFIT and the CRA desire to enter into this Agreement to set forth the sions pursuant to which the CRA will make the CRA Contribution to the NON - NON -PROFIT will loan the CRA Contribution to Lending which will loan the Developer. The CRA has determined that the making of the CRA Contribution (and thereby ding funds to be loaned and available for the development dale Project) is in furtherance of pose of providing decent, safe, affordable and sanitary housing for persons or families of 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: RECITALS. The Recitals to this Agreement are true and correct and aro incorporated herein by reference and made a part hereof. 2. in this Agree TT T ED TERMS. All defined terms utilized in this Agreement not defined have the meaning ascribed to said terms in the Develop t Agreement. 3, GRANT. Subject to the satisfaction of the Conditions Pr defined, the CRA agrees to make the CRA Contribution to the NO adjustment in accordance with the terms of Section 5 of the Developmen and the NON-PROFIT acknowledge and agree that the CRA Contribute to the NON-PROFIT and that no portion of the CRA Contribution en , as hereinafter ROFIT, subject to greetnent. The CRA is a grant and not a loan be paid to the CRA. 4, USE OF CRA CONTRIBUTION. The NON -PR 1 covenants and agrees to use the CRA Contribution solely for the purpose of loaning the Contribution to Lending in accordance with the terms and provisions of -the Non -Profit Documents and the Development Agreement, Proceeds of the CRA Contribution will not b, scd to pay fees and expenses of the NON-PROFIT. The NON-PROFIT covenants and agre. to nter into the Funding Agreement, The NON-PROFIT acknowledges and agrees that en fund the CRA Contribution to the NON-PROFIT in accordance with the terms of nding Agreement, The NON-PROFIT covenants and agrees to not unreasonably withh 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 by the NON-PROFIT to the direct or interest payable on which is exclud connection with the disbursement b Contribution to Lending pursuan repayment of the Non -Profit L other recipient of such funds, CRA Contribution to Lendi Loan or of any part of tb federal income tax purp on any obligation the' tax purposes, and recipient of any s 5, agrees to terms a Exhibit ' wl Ct ribution to the NON-PROFIT or any proceeds of ng will be allocated for federal income tax purposes payment of any debt service on any obligation the ona gross income for federal income lax purposes. In NON-PROFIT of any part of the proceeds of the CRA he Non -Profit Loan or of any part of the proceeds of any , the NON-PROFIT will obtain the agreement of Lending or he case may be, to the effect that (i) none of the proceeds of the or 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 s by such recipient to the direct or indirect payment of any debt service t payable on which is excluded from gross income for federal income uch recipient will obtain a similar agreement from any subsequent ds. OF LOAN TO THE DEVELOPER. The NON -PR .IT covenants and o Lending the CRA Contribution (the "Non -Profit Loan")in accordance with the ' ions of the loan documents substantially in the form of the documents attached as " attached hereto and made a part hereof (the "Non -Profit Loan Documents"). Lending e proceeds of the Non -Profit Loan to the Developer (the ''GP Loan') in accordance ms and provisions of the loan documents substantially in the form of Exhibit "B" hed 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 TT T reduced pursuant to Section 5.3, theNON-PROFIT covenants and agrees to utilize y such money to establish a micro lending program to support affordable housing located in t. Redevelopment Area. 7, CONDITIONS PRECEDENT, The obligation of the Contribution to the NON-PROFIT is subject to the satisfaction o conditions precedent (the "Conditions Precedent"): o make the CRA of the following a, Al! of the 'CRA Conditions Precedent forth in Section 9,1 of the Development Agreement have either bee atisfied or waived by the CRA, b. The closing of the transaction t plated by the Development Agreement shall be consummated nultaneously with the funding of the CRA Contribution, c. The NON-PROFIT has exec d the Punding Agreement. d. Lending and the NON. OFIT have executed the Non Profit Loan Documents in substant y the fonn attached hereto. e. Lending and the substantially the r, The repres Section I In the event the Condi the Closing Date, the C shall be released from and proceed in accordan ons arid have executed the GP Loan Documents in ed hereto, warranties of the NON-PROFIT contained in of shall be true and correct on the date of such funding. Precedent are not satisfied or waived by the CRA on or before y either (i) terminate this Agreement, in which event the parties r obligations under this Agreement, or (ii) waive the conditions his Agreement. 8. F G OF THE CRA CONTRIBUTION, The CRA covenants and agrees to fund the CRA Con Ution to the NON-PROFIT on a requisition basis as provided in the Funding Agreement. 9. representa ENTATIONS OF THE CRA. The CRA makes the following The CRA is duty 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 effected. TT T c. This Agreement constitutes the valid and binding obliga the CRA enforceable against the CRA in accordance with its ms, subject to bankruptcy, insolvency and other similar laws affe g the rights of creditors generally, 10. REPRESENTATIONS OF THE NON-PROFIT. The -PROFIT makes the following representations: a. The NON-PROFIT is a corporation duly under the laws of the State of Florida. and carry out its businesses as currently transactions contemplated by this Documents and the Funding Agree oranied and validly existing power and capacity to arid to enter into the , the Non -Profit Loan b. The execution, delivery and perfov ance of this Agreement, the Non -Profit Loan Documents and the Fundi Agreement have been duly authorized by all necessary corporate actio d do not and shall not conflict with or constitute a default under a indenture, agreement or instrument to which it is a party or by which it sy be bound or affected. c. The NON-PROFIT (i) organization described in Section 501(c)(3) of the Code, (ii) has r ived a letter or other notification from the Internal Revenue Service at efrect and such letter or other notification has not been modified, ited or revoked, (iii) is in compliance with all terms, conditions an. iniitatwns, if any, contained in such letter or other notification, •emg expressly represented that the facts and circumstances which fo e basis of such letter or other notification as represented to the Interr Revenue Service continue to exist, (iv) is exempt from federal income der Section 501(a) of the Code and (v) is not controlled in any by the Developer, the CRA, the City of Miami, Florida, Miarru Da4 County, Florida, or the State of Florida within the meaning of ury Regulation § 1150-1(b). The receipt of the CRA Contribution d the 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 within the meaning of Section 513 of the Code or e 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 departinents, agencies and political subdivisions thereof. e. Neither the execution Euid delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the 4 NON-PROFIT is a party or the consummation contemplated thereby nor the fulfillment of or provisions of any of the other documents con e conflict with or result in a breach of or constitut PROFIT under any applicable law or ordinanc any applicable political subdivision thereo articles of incorporation or bylaws, or any agreement or instrument to which the NON - it is bound, or result in the creation or i upon any of the property of the NON-P law, ordinance, articles of incorporat or instrument except as perrnitted Agreement, The NON-PROFIT covenan into any agreement which status and shall conduct i standards necessary to q organization within th ea successor provision der g. The NON -PROF to make any r except as pro TT T e transactions o,liance with the hereby, will tilt by the NON - le of Florida or NON-PROFIT's rporate restriction or any OFIT is a party or by which n of any lien of any nature T under the terms of any such r bylaws, restriction, agreement is Agreement and the Funding at (i) shall not perform any act or enter uld adversely affect its federal income tax ions in the manner which conforms to the alify the NON-PROFIT as a charitable f Section 501(c)(3) of the Code or any al incorne tax law, of anticipate or have any intention or obligation he CRA for repayment of the CRA Contribution his Agreement, h. Proceeds he CRA. Contribution will not be used to pay fees and expenses of the N %PROFIT, This reement constitutes the valid and binding obligation of the NON- 1 enforceable against the NON-PROFIT in accordance with its subject to bankruptcy, insolvency and other similar laws affecting hts of creditors generally. 11. A GNABILITY. The rights and obligations under this Agreement may not be assigned by the ON PROFIT without prior written approval of the CRA, which may be granted or with.held i e sole discretion of the CRA. sha ove d naa 2 NOTICES. Any notices required or permitted to be given under this Agreement be writing and shall be deemed to have been given if delivered by hand, sent by recogniz.ed courier (such as Federal Express), sent by fax and another method provided herein or by certified or registered mail, return receipt requested, in a postage prepaid envelope, and d as follows: If to NON-PROFIT: The Urban League of Greater Miami, Inc. 8500 NW 25th Avenue TITT 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 CR:A.: SOUTHEAST OVERTOWN / PA COMMUNITY REDEVELOPMEN AGENCY Attention: Clarence E. Woods, 111 ecutive Director 819 NW 2.'d Avenue, 3'1 Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Holland & Knigh Suite 3000 701 Brickell A 1ue Miami, FL Fax: 305- ; —7 99 Andcopy to: ounsel t Overtown/Park West unity Redevelopment Agency 9 NW Tid Avenue, 3id Floor 'ami, FL 33136 Fax: 305-679-6836 es personally delivered or sent by fax shall be deemed given on the date of delivery es mailed in accordance with the foregoing shall be deemed given upon receipt or the livery 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 Miarni-Dade County, Florida. Both parties to this Agreement have participated fully in the negotiation and 6 TT T preparation hereof, and, accordingly, this Agrec nt shallnot be more strictly construed against either of the parties her o, b. In the event any term or provision of this greernent s determined by ,appropriate judicial authority to be i or otherwise invalid, such provision shall be given its nearest legal ng or be construed as deleted as such authority determines, and the r ainder of this Agreement shall be construed to be in full force and effec c, In the event of any litigation betparties under this Agreement, the prevailing party shall be entatl to reasonable attorney's fees and court costs at all trial and appellateappeUae els, d. In construing this Agreen the singular shall be held to include the plural, the plural shall be held inctude the singular, the use of any gender shall be held to include e her and all genders, and captions and. Paragraph headings shall be di garced. e, All of the exhibi ttached to this Agreement are incorporated in, and made a part of, this reement. f. Time shall' rice for each and every provision of this Agreement, This A may not be recorded in the Public Records of Miami -Dade Cou h, T Effective Date" shall mean the date this Agreement is last executed by N-PROFIT and the CR_A, ESS WHEREOF, the parties hereto have executed this Agreement as of the date and year above written, UT IEAST OVERTOWN / PARK WEST UNITY REDEVELOPMENT AGENCY By: Clarence B Woods, III, Executive Director TT T 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: d35214756_v2 TIT Exhibit "H" Non -Profit Loan Documents and MM Loan Doc 34 PR $10,000,000 I S RY NOTE FOR VALUE RECEIVED, the undersigned, ("Maker") having an address of 3 Miami, FL 33130, promises to pay to the order of The Urban Florida non-profit eorporation, together with any other holde 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 th to be paid in lawful money of the United States ef eriea Promissory Note (the "Note"). The term of this Note is sevent , 203 (the "Maturity Da or interest will be made. Interest shall not ac the Maturity Date, there is not then a et default given by the Southeast Ovei "CRA") or its successor or assign agai (the "Owner") or its successor or as even date herewith between the other amounts outstanding unde Note shall terminate and be d by the Maker to evidence condition to the amount o and agree to use an arno forgiveness of this No a minimum of ten investing, loanin development, hui thereto) in Ivli families ear -D TT , 2015 Miami, Florida a Florida limited 40 est Flagler Street, Suite 313, of Greater Miami, Inc., a older"), at 8500 NW 251h ay from time to time designate in OLLARS (U.S. $10,000,000) (the der, plus interest, if any, on the graph ("Interest or Interest Rate"), accordance with the terms of this d one half (17.5) years and shall end on ore the Maturity Date no payments of principal or be payable under this Note. In the event that on e. uncured and properly issued and outstanding notice of Park West Community Redevelopment Agency (the P Apartments, LLC, a Florida limited liability company nder that certain Restrictive Covenant Agreement dated of d the CRA, the Principal, any outstanding Interest and any is Note shall be deemed to be forgiven on the Maturity Date, this d cancelled, and the Holder shall execute any documents requested orgiveness. Notwithstanding anything else set forth above, as a by Maker hereunder being forgiven by Holder, Maker shall covenant al to the Principal of this Note, within one (1) year of the date of the fostering of affordable housing in Miami -Dade County, Florida, for s, which shall be defined as developing through an affiliate of Maker or a 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 de County in connection with developments which serve primarily persons or o more than 80% of area median income. Principal of this Note shall be advanced from time to time pursuant to the terms of that certainccrtarn rnding Agreement (the "Funding Agreement") dated as of , 2015 by and among the 0 er Makei, Fielder, the CRA, [insert first lender/bond purchaser [insert trustee/fiscal agent name] and Boston Capital Corporate T Credit Fund XL, A Limited Partnership ("Maker's Investor Member"), The terms of the ing 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 CRAand St. John Plaza Apartments, LLC, as the predecessor -in -interest to f/4220284 v 41803-000 I Owner ( the "Development Agreement"), Maker shall within (30) days of de the CRA repay to Holder the amount of any excess of sources over uses (includi developer fee not in excess of the limits set forth in Section 5,2 of the Develop determined in accordance with 5.3 of the Development Agreement, incorporated herein by reference and made a part hereof. Upon the execUtion of this Note, the Maker shall pay the Hold Thousand Dollars ($125,000) as a fee in connection with the rnakin Note. The payment of the above fee shall not be considered a p owing under this Note. This Note and all other agreements, in.strumentsand d this Note are collectively referred to as the "Loan Docurn This Note has been executed and delivered in, the laws of, the State of Florida, as amended, excep United States of America, TT T by Holder or a fully -funded nt Agreement) as f which are undyed Twenty -:Five oan evidenced by this epayment of the Principal nts, delivered in connection with is to be governed by and construed under dified by the laws and regulations of the Maker shall have no obligation to pay rest or payments in the nature of interest in excess of the maximum rate of interest allowed to eontracted for by law, as changed from time to time, applicable to this Note (the "Maximum , Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credi as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the r ebedness and other obligations evidenced by this Note have been paid in full, returned to Mak ogeher with interest at the same rate as was paid by Maker during such period, Any Excess credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate v es fiom 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 determinatio the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Time is of th law, or under reasonable atto collection, t that this Note is collected by law or through attorneys at vice, Maker agrees, to pay all reasonable costs of collection, including s, whether or not suit is brought, and whether incurred in connection with ppeal, bankruptcy or other creditors proceedings or otherwise, o e may be paid in whole or in part at any time by Maker without penalty, Acceptan' ce ofpartia ayrnenLs or payments marked "payment in full" or "in satisfaction" or words to similar effect oaffect the duty of Maker to pay all obligations due, and shall not affect the right of Hol to pursue all remedies available to, it under the Lean Documents, Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make ny payment when due in accordance with the terms ofthis Note; arid (b) failure to keep or perform y 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, 114220284 v 41803-0001 2 TT T Upon an Event of Default hereunder, the Holder shall have all of the rem • s set forth in this Note. The remedies of Holder shall be cumulative and concurrent, and may be ursued srngulatly, successively or together, at the sole discretion of Holder, and may be exerei *, as n as occasion therefor shall arise. No action or omission of Holder, including specificall y allure to exercise or forbearance iti the exercise of any remedy, shall be deemed to be a wa r or release of the same, such waiver or release to be effected only through a written document u ed by Holder and then only to the extent specifically recited therein. A waiver or release h reference to any one event shall not be construed as continuing or as constituting a course ing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy a o 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 meth registered mail, return receipt requested, in a posti If to HOLDER. The Urban League i rea 8500 NW 25Av Miami, FL 3 Attention: 0 Fax 305- -44 With a copy o. Little, Esq. NE 153 Street i, FL 33162 "ohn1ittleO0 1 @gmail.com R: 340 West Flagler Street Suite 313 Miami, FL 33130 Attn: James Watson s nt to this Note shall be in writing and by recognized overnight courier (such herein or mailed by certified or prepaid envelope, and addressed as follows: 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 o f 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. Pi4 210281 vi I 803-0001 TT Whenever the context so requires, the neutral gender includes the feminine or masculine, as the case may be, and the singular number includes the plural, and the plural n ber includes the singular. Maker and any other person liable for the payment of this No expressly waive any valuation and appraisal, presentment, demand for affiliated entities or related parties, notice of dishonor, protest, notice notice of default or delinquency, notice of acceleration, notice of cos' thereon; notice of late charges, all other forms of notice whatsoever taking any action to collect any sums owing under this Note or in or interests in or to prOperties securing payment of this Note; (b to time and without notice to any of them or (demand, (i) ex al] payments, (ii) release, exchange, add to or substitute a and/or (iii) release Maker (or any co -maker) or any without in any way modifying, altering, releasing, aff lien of any security instrument; and (c) agree that against any of them, shall not be required first to against Maker (or any co -maker) or against any attempt to realize on any collateral for this N BY EXECUTING THIS NOT INTENTIONALLY WAIVES ITS SUCCESSORS OR PERSONAL ANY ACTION, PROCEEDING OR OTHERWISE, AND WHE CROSSCLAINI, COUNTERC ON, ARISING OUT OF, U OTHER INSTRUMENT CONNECTION TIE MODIFICATION ADVANCE THE HOLDER'S EXT HOLDER'S RIG MANUALLY part of agreed r p pectively, hereby (a) , defenses related to npayment and/or protest, enses or losses and interest d diligence in collection or in eding against any of the rights onsent that Holder may, from time arrange, renew or postpone any or y part of the collateral for this Note, person liable for payment of this Note, g or limiting their respective liability or the r, in order to enforce payment of this Note ny suit or to exhaust any of its remedies rson liable for payment of this Note or to AKER KNOWINGLY, VOLUNTARILY AND 'S OR THE RIGHTS OF ITS HEIRS, ASSIGNS, ENTATIVES TO A TRIAL BY JURY, IF ANY, IN IT, WHETHER ARISING IN CONTRACT, TORT R ASSERTED BY WAY OF COMPLAINT, ANSWER, , AFFIRMATIVE DEFENSE OR OTHERWISE, BASED R OR IN CONNECTION WITH, THIS NOTE OR ANY OCUMENT OR AGREEMENT TO BE EXECUTED IN OR WITH THE INDEBTEDNESS OR THE RENEWAL, XTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR NG CREDIT TO MAKER AND NO WAIVER OR LEVIITATION OF REUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND NED ON HOLDER'S BEHALF. eknowledges that the above paragraph has been expressly bargained for by Holder as nsaction with Maker and that, but for Maker's agreement, Holder would not have d the Maker the Principal on the terms and at the Interest Rate. This Note arise out of or is given to secure.the financing of housing under Part V of Chapter Florida Statutes and is exempt from taxation pursuant to Section 420.5 13 Florida Statutes. ker shall pay any and all present and future documentary stamp taxes, intangible taxes, and -other ilar 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 ail Documentary Taxes 44220284 4 I Ft02.000 4 paid by the Holder or any liability (including penalties and interest, if any and costs and reasonable attorneys fees related thereto) arising therefrom or Without prejudice to the survival of any other agreement of Maker hereund: Loan Document, the agreements and obligations of Maker contained in this payment in full of this Note, r120284 vl 41an.000i [Signature on Following Page] 5 TT T a onable spect thereto, or under any other on shall survive the WHEREFORE, Malcer has executed ibis Note as of the first date mentioned . rove, 04220224 vl 41803-0001 MAKER: 6 By: Name: Title: a Florida TIT T LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made effective as of the clay 2015, between , a Florida _ ("Lender"), 340 West Flagler Street, Suite 313, Miami, Florida 33130 and SJP APARTMENT limited liability company ("Borrower") whose address is c/o BCP SJP, LLC, One B MA 02108 Attn: Asset Management, under the following circumstances: TT T ose address is C, a Florida on Place, Boston, A Borrower is developing an affordable housing apartm- complex to be known as St, John Plaza Apartments (the "Project") on certain land loca in Miami -Dade County, Florida (the "Property"), B, In connection with the Project, Borroweras requested that Lender loan Borrower the sum of $10,000,000 (the "Loan"). C. Lender and Borrower desire to entei i this Agreement to set forth the terms of the Loan to Borrower, NOW, THEREFORE, in consideration of h receipt and sufficiency of which is hereby ackno Section 1. Loan/Promissory Note, Borrower shalt execute and deliver to Lender $10,000,000 (the "Note"), The Note shall b payments from Borrower's net cash flo Amended and Restated Operating A Agreement")] [note: not needed shall mature on the date set forth * S ction 2, Security, A mortgage on the Project (the' "Loan Documents"), Section 3, App with, and the, lega applicable to agre OV nsideration, the oan to Borrower the sum of $]0,000,000. n-recourse promissory note in the principal amount of the rate set forth in the Note land provide for ' et pursuant to the terms of Borrower's d as of 2015 (the "Operating .est rate is zero because no interest will be due]. The Note te (the "Maturity Date"), the repayment of the Note, Borrower shall grant Lender a "together with the Note and this Agreement, collectively the b e Law and Jurisdiction. This Agreement shall be construed in accordance ns between the parties shall be governed by, the laws of the State of Florida as xecuted and fully performed within the State of Florida.. Sectio Additional Provisions 4,1 r and Lender each agree to provide copies of any notices delivered under the Loan uments to Lnvestor Member (as defined in the Operating Agreement) a1 the following ddress: Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership One Boston Place Boston, MA 02108 Attn: Asset Management tf42.21517v1 4 1803-0001 TT T With a copy to: Nixon Peabody, LLP 100 Simmer Street Boston, MA 02110 Attn: John Condon 4.2, CURE Notwithstanding anything to the contrary contained in the Lo so urnents, Investor Member shall have the right, but not the obligation, to cure any default of Bo wer under any Loan Document, and Lender agrees to accept cures tendered by Investor Member follows ; (a) with respect to any monetary default under the Loan Documents, Lender shall ant Investor Member in writing of such monetary default, and Investor Member shall have ten (10) d after the recelpt of said notice of such monetary default to cure such monetary default; and (b) wit. espect to any nonmonetary default under the Loan Documents, Lender shall notify Investor Memb n wnting of such nonmonetary default, and Investor Member shall have 30 days after the receipt of h notice of such nonmonetary default to cure such default, Lender agrees that the Loan Documen 11 not be considered to be in default until the expiration of all contractual notice and cure perio provided to Borrower and Investor Member. 4,3. TRANSFERS; AMENDMENTS T Notwithstanding anythingto th shall be permitted to remove the ma Agreement without the consent of Borrower in accordance with the (each, a "Permitted Transfer" Document, (d) Lender ,shall n Permitted Transfer and (e) th Permitted Transfer witho PERAflNG AGREEMENT contained in any Loan Document, (a) Investor Member of Borrower for cause in accordance with the Operating , and (b) Investor Member may transfer its member interests in of the Operating Agreement without the consent of Lender Permitted Transfer shall cause a default under any Loan ceive any fee or other amounts from Borrower in connection with a perating Agreement may be amendedor modified in connection with a e prior written consent of Lender, 4,4. SUBORDIN N TO EXTENDED USE AGREEMENT Notwithsta ng any provision contrary in any Loan Document, Lender acknowledges and agrees that() ti roperty is or will be subject to an Extended Use. Agreement.(as defined below), (b) the recordatio . *1 the Extended Use Agreement against the Property is permitted under the terms of the Loan Docu 9 •nts and (c) the lien of the Mortgage, and the terms and provision thereof, shall be suborclin to the Extended Use Agreement, regardless of the order of recording of either document. "Exton Use Agreement" means the extended low-income housing commitment, regulatory agree or restrictive covenants executed or to be executed by Borrower setting forth certain terms an on ions under which the Property is to be operated and which shall meet the requirements of n 42(h)(6)(13) of the Internal Revenue Code of 1986, as amended, 4.5, NO CROSS -DEFAULT; NO,CROSS-.COLLATERALIZAT1ON Notwithstanding anything to the contrary contained in any Loan Docuineut, (a) any coiateral p dged by Bo rrOwer to Lender shall only secure the Borrower's obligations set forth in the Mortgage p422;517 '11 ao3,000 . 2 TT (the "Obligations") and shall not secure any other indebtedness or obligations owed to Lender by Borrower, and (b) Lender shalt apply proceeds from any collateral pledged to secure the Obl' ations only against the Obligations and not against any other indebtedness Or 'obligations owed.to nder, 4.6. STANDSTILL; Except as set forth herein, for a period of seventeen (17). years froin shall not (i) exercise any other foreclosure and enforcement rights or remedi Note, including, but not limited to, collecting rents, appointing (or seeki receiver or exercising any other such rights or remedies hereunder and (ii) commencing any 'bankruptcy reorganization arrangement, insolvenc respect to Borrower. Notwithstanding any other language contain the sums due under the Note and pursue all rights and remedies h default under the Loan Documents or under any other Project Section 5. Miscellaneous. 5.1 No provisions of this Agreement that way invalidate any other provision, all of which s. a e ain in full force and effect. ate hereof, Lender y have under the he ppointment of) a ny other creditor in tquidation proceedings with n, the Lender may accelerate nder iri the event of Borrower's 5.2 The captions used in this A not affect the interpretation or meaning 5.3 This Agreement contai prior oral and/or written agreements No provisions of this Agreemen both parties. 5,4 "This Agree deemed to be an original Faxed or pdf email sign pdf ernail signature. //4221517 vl 41803-001: determined to be unenforceable shall in any e t are inserted for reference purposes only and shall merit ment between the parties and supersedes all ith respect to the subject matter of this Agreement. °modified unless by written instrument signed by y be signed in any number of counterparts each of which will be of which taken together will constitute one and the same instrument. ili be enforceable as originals against the party delivering such faxed or [Signature on Following Page] IN WITNESS WHEREOF the parties hereto have duly executed and delivere on the day and year first above written. ‘112,21517 vi 4 1803-000 I LENDER; a By; Name: Title; Borrow SJP y TT T Ds Agreement ents, LLC, a Florida limited liability y; SJP Apartments MM, LLC, a Florida limited iability 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 FOR VALUE RECEIVED, the undersigned, SJP APARTMENTS, L TI 2015 ,F1orda rida limited liability company ("Maker"), promises to pay to the order of a Florida , together with any other holder hereof ("Holder"), at Suite 313, Miami, FL 33130, or such other place as Holder may from writing, the principal sum of TEN MILLION and NO/100 DOLLAR "Principal") or so much thereof as may be advanced hereunder, principal balance at the rate set forth in the next paragraph C'Intere lawful money of the United States of America in accordance with (the "Note"). The term of this Note is thirty (30) years and sha Date"). Interest shall accrue at the annual interest rate any outstanding Interest and any other amounts outstan on the Maturity Date, The Principal of this Note shall be adv certain Funding Agreement (the "Funding Ag Maker, Holder, [inser first lender /bond purchaser n Redevelopment Agency (the "C. [insert Credit Fund XL, A Limited Partn Agreement are incorporated he To the extent requ by and between the C the predecessor-in-int days of demand by (including, a fully Development A terms of whi Lease (the h 4 est Flagler Street, to time designate in $10,000,000) (the on the outstanding Rate"), to be paid in as of this Promissory Note , 2045 (the "Maturity percent %). The Principal, der is Note shall be due and payable d from time to time pursuant to the terms of that ') dated as of , 2415 by and among the it lender name], [insert the Southeast OvertownfPark West Community ), The Urban League of Greater Ivliarni, Inc., e agent name] and Boston Capital Corporate Tax p ("Makers Investor Member"). The terms of the Funding by reference and made a part hereof. y Section 5,3 of the Development Agreement dated January 18, 2013, John Plaza Apartments, LLC, a Florida limited liability company, aker (the "Development Agreement"), Maker shall within thirty (30) r the CRA repay to Holder the amount of any excess of sources over uses nded developer fee not in excess of the limits set forth in Section 5.2 cf the ent) as determined in accordance with 5.3 of the Development Agreement, the rporated herein by reference and made a part hereof. T Note is secured by a Leasehold Mortgage and Security Agreement and Assignment of "Mortgage") encumbering certain real property located in Miami -Dade County, Florida es"). Maker and Holder have executed that certain Loan Agreement of even date the "Loan Agreement"). The Loan Agreement, the Mortgage, this Note and all other s, instalments and documents delivered in connection this Note securing the Holder's igations are collectively tamed to as the "Loan Documents," 114220290 v I 41803-0001 TT T This Note has been executed and delivered in, and is to be governed by and construe' der the laws of, the State of Florida, as amended, except as modified by thelaw's and regulaf s o the United States of America. Maker shall have no obligation to pay interest or payments in the nature 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 obligation been paid in full, returned to Maker together with interest at the sam during such period, Any Excess Sum credited to Principal shall b Holder. The Maximum Rate varies from time to time and from maximum rate, Holder may, without such action constituting seek judicial determination of the Maximum Rate of interes proposed excess sum to Maker. The "Default. Interest Rate" and, in the even Maximum Rate shall be eighteen percent (l 8a/o) p Loan Documents not paid when due (at maturity, at the Default Interest Rate from the due date this Note is collected by taw or (through atto ail reasonable costs of collection, includin and whether incurred in connection proceedings or otherwise. Holder sh to be immediately due and payable when clue any payment of Princ upon the occurrence of an applicable cure periods, p securing or guarantying p or to any other perso waived. This No of partial pay effect shall Holderto x um Rate paid by aker so requests in enced by this Note have ate as was paid by Maker dited as of the date paid to me there may be no specific f any obligations to Maker, d its obligation to pay or credit any •,ecific maximum rate is applicable, the Any payment under this Note or the on acceleration or otherwise) shall bear interest paid. Time is of the essence. In the event that w, or under their advice, Maker agrees, to pay able attorneys' fees, whether or not suit is brought, ion, trial, appeal, bankruptcy or other creditors fight to declare the total unpaid balance of this Note advance of the Maturity Date upon the failure of Maker to pay Interest or other amount due under the Loan Documents; or Default, which is not cured prior to the expiration of any any other Loan Documents now or hereafter evidencing, his Note, Exercise of this right shall be without notice to Maker for payment hereof, notice of such exercise being hereby expressly ve th y be paid in whole or in part at any time by Maker without penalty. Acceptance s or payments marked "payment in full" or "In satisfaction" or words to similar t the duty of Maker to pay all obligations due, and shall not affect the right of 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 ayment when due in accordance with the terms of this Note; (b) failure to keep oeperform any he ther material terms, covenants and conditions in this Note or in the other Loan Documents •ovided 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 1/4220290 vi 4120-000! of the Housing Finance Authority of Miami -Dade County, Florida. (the "iss County, TT T de Upon an Event of Default hereunder, the Holder shall have all of the remedi t forth in the Nlorigage. 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 d as often as occasion therefor shall arise. No action er omission of Holder, including spe ioally any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to aiver or release of the same, such waiver or release to be effected only through a written do* xecuted by Holder and then only to the extent specifically recited therein. A waiver or re se with refeience to any one event shall not be construed as continuing or as constituting a co se dealing, nor shall it be construeci as a bar to, or as a waiver or release of, any subsecue ernedy as to a subsequent event. Notwithstanding anything contained in this Note to or i) a period of seventeen (l 7) years from the date of this Note, or ii) until such ti. investor Member exits the company, as defined in the Operating Agreement, ichevei ocours first, Holder shall not (i) commence foreclosure proceedings with respect to o e Premises or exercise any other rights or remedies it may have under the said Loan Doc , including, but net limited to, accelerating sums due under this Note, collecting rents, app g (or seeking the appointment of) a receiver or exercising any other rights or remedies here (ii) join with any other creditor in commencing any bankruptcy reorganization arrangem insolvency or liquidation proceedings with respect to Maker. Any notice to be given o required or otherwise, shall b served upon any party in connection with this Note, whether in the manner permitted in the Mortgage, The term "other pe liable for payment of this Note" shall include any endorser, guarantor, surety or other person i or subsequently -primarily or secondarily liable for the payment of this Note, whether by sigo g this Note or any other instrument, This Not hall be a non -recourse promissory note and neither the Maker, nor any of its members sha ave any personal liability for the payment of any portion of the indebtedness evidenced his Note, and in the event of an Event of Default by the Maker under this Note, the Holder's e rernedy shall be limited to exercising its rights under the Loan Documents, including forehe exercise of the power of sale or other rights granted under the Loan Documents, but not include a right to proceed directly against the Maker, or any of its members, or the right in 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 frorn 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 ofthe Issuer, to the #4220290 v I SO3-000 T TT extent and in the manner prOvided in that certain 'Subordination Agreement ), dated (the "Senior Subordination Agreement") among , Maker and Holder, as subordinate lender. The Mortgage securing this Note is and shsubject and subordinate in all respects to the liens, terins, covenants and conditions of the mo _age securing the Senior Note as more fully set forth in the Senior Subordination Agreement. 'T ights and remedies of the payee and each subsequent holder of this Note are subject to the restric ns and iirnitations set forth in the Senior Subordination Agreement. Each subsequent holder oft Note shall be deemed, by virtue of such holder's acquisition of the Note, to have agreed to per 4rm and observe all of the terms, covenants and conditions to be performed or observed by the ubordinate Lender" under the Senior SubordinatiOn Agreement, Whenever the context so requires, the neutral gender inc h feminine and/or masculine, as the case may be, and the singular number includes the plu , and the plural number includes the singular. Maker and any other person liable for the pa ent of this Note respectively, hereby (a) expressly waive any valuation and appraisal, present n , demand for payment, defenses related to affiliated entities or related parties, notice of dish protest, notice of nonpayment and/or protest, notice of default or delinquency, notice of accele ion, notice of costs, expenses or losses and interest thereon; notice of late charges, all other forms o otice whatsoever, and diligence in collection or in taking any action to coll,eet any sums owing 's Note 01in proceeding against any of the rights or interests in or to properties securing pay ent of this Note; (b) consent that Holder may, from time to time and without. notice to any of the, r deirand, (i) eNtend; rearrange, renew or postpone any or all payments, (ii) release, exchange, e to or suhsttute all or any part of the collateral for this Note, and/or (iii) release Maker (or any maker) or any other person liable for payment of this Note, without in any way modifying, a1t ng, releasing, affecting or limiting their respective liability or the iien of any security instrument. agree that Holder, in order to enforce payment of this Note against any of them, shall not quired first to institute any suit or to exhaust any of its remedies against Maker (or any co- or against any other person liable for payment of this Note or to attempt to realize on any .11ateral for this Note. BY EXECU NG raps. NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALINTENT1ONAL WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCISSORS PFRSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTIO*PROCEEDING OR SUIT, WHETILIM ARISING IN CONTRACT, TORT OR OTHE r*ISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSC IM, COUNTERCLAIIVI, AFFIRMATIVE DEFENSE OR OTHERWISE; BASED ON, A ING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTH INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CO ECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, FICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE DVANCE THEREUNDER, THIS PROVISION IS A MATERIAL INDUCEMENT FOR OLDER'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 I3EHALF. Ii422.0291 vI 41803-0001 Maker acknowledges'tlaat the' above paragraph has been expressly bait pat of the transactibn with Maker and that; but for Maker's' agreernent,' agreed to lend the Maker the:Principalon the terrris and at'the Interest Rat • , The Mortgage and this Note secured thereby' arise out of dr are of housing under Part V of Chapter 420 of the Florida Statutes ancris to Section 420,513 Florida Statutes, Maker shall pay. any and all stamp taxes, intangible taxes, and other similar charges, includi any (collectively referred to as the "Documentary Ta:xes'') Mortgage, this Note,'or. any other Loan- Doctunent,. Maker sh Helder for the full amount of all Documentary Taxes paid penalties and interest, if any and Holder's reasonable thereto) arising therefrom or with respect thereto, agreement of Maker hereunder or under any other Loa Maker contained in this section shall survive the p [Si gnatur ft4220290 vl 41803-0001 T T by HOlder as ould not have the financing pi from taxation pursuant t and future documentary ncl penalties thereon, if n connection with .the d hereby agrees to indemnify the he Holder or any liability (including and reasonable attorneys fees related prejudice to the survival of any other ocument, the agreements and obligations of nt n full of this Note, o lowing Page] ch TT T WHEREFORE, Maker has executed this Note as of the first date me oned above. SJP Apartments, LLC, aFlor alimited liability company By: SJP Apartments LC, a Florida limited liability company, get By: St. Jo Massachuse manager By: Partn p 114220290 vl 41803-0001 P-BC MM, LLC, a liability company, its stopCapital Companion Limited ip, a Massachusetts limited ip, its managing member By: Boston Capital Partners fl Corporation, a Massachusetts corporation, its sole general partner By: Name: Its: 6 IT T 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 ed hereby are given to secure the financing of housing under Part V of Chapter 4 of the Florida Statutes and are exempt from taxation pursuant to Section 420.513 Fl da Statutes. LEASEHOLD MORTGAGE AND CURITY AGREEMENT AND ASSIGNME OF LEASES THIS LEASEHOLD MORTGAGE AN OF LEASES (the "Mortgage"), dated a APARTMENTS, LLC, a Florida lirnited II One Boston Place, Boston, MA 0210 Forida Miami, FL 33130 ("Mortgagee"). That for good and Note executed by the TEN MILLION' and extended or amen the final paymo and to secure arising und security the Mo succe pa f ein SECURITY AGREEMENT AND ASSIGNMENT of the day of , 2015, by SJP lity cornpany with an address of clo BOP SLP, LLC, Mortgagor"), in favor of , a h an address of 340 West Flagler Street, Suite 313, WITN ESSETH uable consideration, and to secure the payment of the Promissory rtgagor In favor of the Mortgagee in the original principal amount of 1100 DOLLARS (U.S. $10,000,000), as the same may be renewed, d, from time to time (referred to as the "Note" or the "Promissory Note"), f which is due on or before the due date provided in the Promissory Note ny °other indebtedness owed by Mortgagor to Mortgagee, now or hereafter he terms of this Mortgage or in any other instrument constituting additional he. Note, and all other sums of money secured as provided under this Mortgage, agor does grant, bargain, sell, remise, release, and convey unto the Mortgagee, its ors and assigns, the real estate described In Exhibit A, which is attached and made a this Mortgage, which, together with the property hereinafter described, is referred to 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 cif 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 ii1221046 vl 41803-0001 • (b) All fixtures, fittings, furnishings, appliances, apparatus, goods, equipment, machinery, and all building material, supplies and equipment now or hereafter delivered Property and Installed or used in the ,Property, all other fixtures and personal prop whatever kind and nature owned by the Mortgagor on the date of this Mortgage c any building standing on the Property; such other goods, equipment, chattels an property as are usually furnished by landlords In letting premises of the char conveyed, and all renewals or replacements thereof or articles in substitution th estate, right, title and Interest of the Mortgagor in and to ali Property of any now or hereafter situated on the Property or intended to be used in operation thereof, all of which shall be deemed to be fixtures and acc and a part of the realty as between the parties hereto, and all perso under them, and shall be deemed to be a portion of the security mentioned and seoured by the Mortgage. If the lien of this personal property is or becomes subject to a ieaSe agreemen chattel mortgage of the Mortgagor, any and ail deposits assigned to the Mortgagee, together with the benefit of a thereon, There is also transferred, set over, and assign its successors and assigns, all leases and use agree personal property of Mortgagor in the categories h is the lessee of, or entitled to use, such items, Mortgagee specific separate assignments to requested by Mortgagee, but nothing herein of any fixture or personal property, and no obligations of Mortgagor under any s obligations Mortgagor hereby covanan set forth in this, paragraph (b) are and TIT T e of n ed in personal hereby , all of the hatsoeve r, nection with the ons to the freehold ming by, through or indebtedness herein on any fixtures or nditional safe agreement or hereof or therefor are hereby yments now or hereafter made e eby by Mortgagor to Mortgagee, of machinery, equipment and other bove set forth, under which Mortgagor 'agar agrees to execute and deliver to ee of such leases and agreements when es Mortgagee's consent to any financing shall obligate Mortgagee -to Perform any agreements unless It so chooses, which grecs to well and punctually perform. The items hereinafter separately referred to as "Collaterar (c) All rents, rest sues, profits, revenue, Income and other benefits-6.pm the property described in pare and (b) hereof to be applied against the indebtedness and other sums secured her , provided, however, that permisSIOn is hereby given to Mortgagor so .long as. nodefault occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, Iss , profits, revenue, income and other benefits as they. become due and payable, but not in v nce thereof. The foregoing assignment shall be fully operative without any further ac I* •n he part of either party and 'specifically Mortgagee shall be entitled', at Its option upon tr • occurrence of a default hereunder, to all' rents, .royaities, :issues, profits, revenue, lr and other benefits from the property described' in, paragraphs (b) and (b) hereof w,er or not Mortgagee takes possession of such property. Upon any such default hereun , the , rmiSsIon hereby given to Mortgagor to coilec.-,t such rents, royalties, issues, proflt revenue, income and other benefits from the property described in paragraphs (p) and (b) of shall terminate and Such permission' Shall- be reinstated upon a timely cure of the d ault, if permitted herein; upon Mortgagee's specific consent Neither the exercise of any hts under this paragraph by Mortgagee nor the application of 'any such •rerits, rciyalties, isiues, 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 #422 1046 v I 41,303-0001 2 TT pursuant hereto or to any such notice, bet shall be cumulative of ail other rights (d) . All right, titre and interest of Mortgagor in and to all leases now hereafter on or affecting the property described in paragraphs (a) and (b) hereof, toewith all security therefor and all monies, payable thereunder, Subject, however, to the c dltiohel permission hereinabove given to Mortgagor to collect the rentals under any. suc eese, The foregoing assignment of any lease shall not be deemed to impose upon Mortga• -e any of the obligations cluties.of Mortgagor provided In any such iease, and, Mertgago greesto fully perform all obligations of the lessor under all such leases. Upon Mortgage request, Mortgagor agrees to- send to Mortgagee a rent roll including a list of al lea s covered by the foregoing assignment (including copies of all leases and tenant files, uested) and as any such lease shall expire or terminate or as any new lease shall b ade, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shal have nt Ilst of all leases affecting the property described in paragraphs (a) and (b) hereo! ortgsgee shall have the right, at any time and from time to time, to notify any lessee of th, of Mortgagee as provided by this paragraph, From time to time, upon request of Mo •agee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, b n tnstrument in writing In such form as may be approved by Mortgagee, all right, title and est af Mortgagor In and to any and all leases now or hereafter on or affecting the Property with all security therefor and all monies payable hereunder, subject to the conditi. permission hereinabove given to Mortgagor to collect the rentals under any such leaseortgagor shall execute and deliver to Mortgagee any notification, financing statement or o r document reasonably required by Mortgagee to perfect the foregoing assignment as t• --ny such lease. (e) To the extent b indebtedness secured herein, all judgments, awards of damages and settlements here de as a result of or in lieu of any taking of the' Property or any part thereof or interes ein under the power of eminent domain, or for any damage (whether caused by such t ng or otherWise) to the Property or the improvements thereon or any part thereof or interes erain, Including any award for change of grade of streets, (f) To the r tent of the indebtedness secured herein, all Insurance policies covering all or any portion ef Property and ail blueprints, plans, maps, documents, books and records relating to the Pr • rty. (g) a tho extent of the indebtedness secured herein, all proceeds of the conversion, untary or involuntary, of any of the foregoing into cash or liquidated claims. HAVE AND TO HOLD the above granted Property, with all the privileges and noes to the same belonging to the said Mortgagee, its successors and assigns, to its 1Se and behoof forever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to ,be paid to the older of the Note the principal due under the Note, at the time and in the manner, 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 1)4221046 yl 41203-00G1 Mortgagee in the Property shall cease, determine and become void and the cancel, release and discharge this Mortgage. ARTICLE ONE Mortgagor's Covenants Mortgagor covenants and agrees with Mortgagee that: 1.1 Tele. a. The Mortgagor warrants that: Indefeasible leasehold interest estate in the Prop encumbrances other than the lien of this Mortgage (the "Junior recorded in the public record prior to or in co (collectively, the "Permitted Encumbrances"); mortgage the Property In the mariner 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 mortgag County (Florida) (the "Issuer") Lender"), as amended, rest Encumbrances" which does successors and assigns sh against the lawful claims Encumbrances); and, e shall run with the land encumbrances ap considered a Per and encum lien or encu, • d g e TT good and marketable title to an y, subject to no liens, charges or e lien of junior mortgages in favor of gage"), any encumbrances existing and n with the recording of this Mortgage has good right and lawful authority to erein provided; that Mortgagor has full power he manner and form herein done or intended and shall remain a valid and enforceable lien on the umbrances which constitute senior mortgage liens, avor of the Housing Finance Authority of Miaml-Dade signed to (the "Senior modified from time to time (collectively, the "Prior include the Junior Mortgage); that Mortgagor and its nt and defend the same and priority of this lien forever emands of ail persons whomsoever (other than the Prior covenant shall not be extinguished by any foreclosure hereof but Notwithstanding any language to the contrary contained herein, any d or allowed by the Senior Lender and/or the Mortgagee shall be Encumbrance under thls Mortgage. Mortgagor shall maintain the property free of all security interests, liens , other than Permitted Encumbrances, the security interest hereunder or any nce disclosed to and approved by Mortgagee In writing, e. The Mortgagor shall do, execute, acknowledge and ,deliver ail and every such her acts, deeds, conveyances, mortgages, assignments, notices of asslenments, and assurances as the Mortgagee shall from time to time require, for the better ing, conveying, assigning, transferring and confirming unto the Mortgagee the property ights hereby conveyed or assigned or intended now or hereafter so to be, cr which the ortgagor 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 cr 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 ll4221016 vl 41803-0001 4 TT lawfully do so, one or more financing statements, chattel mortgages or corpr e security instruments, to evidence more effectively the lien hereof upon the Collateral, d. The Mortgagor shall, upon the execution of this • gage, the Loan Agreement dated of even date herewith between Mortgagor and Mo • •eaand the .Note (collectively, the "Loan Documents"), cause all recordable Loan Do n s, to, be filed, registered or recorded in such manner and In such places as may be r wed 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, tion or recording fees, and all expenses incident to the preparation, execution and a k ecigment of this Mortgage, any mortgage supplemental hereto, any security Instrument w respect to the Collateral, and any instrument of further assuranue, and all present and fut fedcra, state, county and municipal stamp taxes, documentary stamp taxes, Intangible xes, all other taxes, duties, imposts, assessments and other similar charges, including interest and penalties thereon, if any (collectively referred to as the "Documentary Tarising out of or in connection with the execution and delivery of the Note, this Mo • .e, any mortgage supplemental hereto, any security Instrument with respect to the Go eia or any instrument of further assurance, Mortgagor shall and hereby agrees to. * nity he Mortgagee for the full amount of all Documentary Taxes paid by the Mortgas or any liability (including penalties and interest, if any and Mortgagee's reasonable costs d reasonable attorneys -fees related thereto)- arising therefrom or with respect tlierelo W out prejudice to the survival of any other agreement of Mortgagor hereunder or under any her Loan Document, the agreements and obligations of Mortgagor contained in this secti• shal) survive the payment 'fri full of the Note, •' f. The is outstanding shall ores as a legal entity under th rules, ordinances, applicable to the Pro y 1 2 P all other sum' set forth th operating order arid shall not commit or permit any waste thereof, Mortgagor shall di)Ige y maintain the Property and make any needed repairs, replacements, renewals, ad, ns and improvements, and complete and restore promptly and In 'a good workmanlike n er. Mortgagor'shalr ndt remove any part of the Collateral from the Property or demolish ny part of the Property or Materially alter any part of the Property without the prier 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 so long es all or part of the indebtedness secured hereby n its preSent form ancikeep in full force and effect its existence, s of the state of its formation and shall comply with all regulations, orders and decrees of any governmental authority or court r any part thereof, ent of Note. The Mortgagor shall promptly and punctually pay principal and or to become due pursuant to the terms of the Note, in the time and manner 111221046 vl 41803-0001 5 TT T Property, including the interior of any structures, at any reasonable time upon prior n subject to right of tenants in possession, 1.4 Corholiance with Laws, The Mortgagor shall 'comply with all regulations, covenants, conditions and restrictions affecting the Property thereof, 'and snail pay all fees or charges of any kind In connection therewith. 1,5 Insurance. The Mortgagor shall keep all buildings and p ovements now or hereafter situated on the Property insured against loss or damage by artd other hazards as may reasonably be required by any senior mortgagee under the Prio noumbrances. o dinanCes, a operation 1.6 Casualty. Mortgagor shall promptly notify M. gagee of any material loss whether covered by insurance or not. Any insurance proc is shall be used to restore the Property, if such insurance proceeds, together with such er funds available to Mortgagor, are adequate for such restoration but if not, then such surance proceeds shall be paid to Mortgagee; provided, however, that ail insurance pro - .s shall be applied in accordance with the requirements of any senior mortgage under the r or _ncumbrances. Notwithstanding any other language to the contrary contained herein, agor agrees that in the event of loss or damage by fire or other casualty, Mortgagee all restore or rebuild the buildings arid the improvements on the Property. 1.7 Condemnation The Mort' , immediately upon obtaining knowledge of the institution of any proceeding for the co emnation of the Property or any portion thereof, shall notify Mortgagee in writing of the per ncy thereof. Subject to the rights of any senior lenders under the Prior Encumbrances, thz a or hereby assigns, transfers and sets over unto the Mortgagee to the extent of the ' btedness secured herein, all compensation, rights of action, proceeds of any award and a clalm for damages for any of the Property taken or damaged under the power of emine domain or by condemnation or by sale of the Property In lieu thereof, Any proceeds of condemnation award shall be used for the restoration or rebuilding of the Property., provide' ever, that all proceeds of a condemnation award shall be applied in accordance with th e uirements of any senior mortgage under the Prior Encumbrances. 18L and Encumbrances. Except as set forth herein, the Mortgagor sha'l not permit the ore- n of any liens or encumbrances on the Property other than the Ilen of this Mortgage a 1if any Permitted Encumbrances, and shall pay when due ail ob igations, [awful claims or ands of any person, which, if unpaid, might result in, or permit the creation of, a lien or r cumbrance on the Property or on the rents, issues, income and profits arising ther whether such on would be senior or subordinate hereto, Including all claims of , materialmen, laborers and others for work or labor performed; or materials or urnished in connection with any work done in and to the Property and the Mortgagor do or cause to be done everything necessary so triat the lien of this Mortgage is fully eserved, 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 genera! taxes and assessments, seeCial taxes, U4221046 vl 4180-000t special assessments, water charges, sewer service charges, and all other Property and shall furnish to Mortgagee official receipts evidencing the p y 1.10 Sale of Property, TT T ges against the ni thereof. a. Without the consent of Mortgagee which co shall be in Mortgagee's sole and absolute discretion, Mortgagor may not transfer all or a part of the Property or any interest (direct or indirect) in the Property, b. Any permitted or apprcved sale or ot disposition of the membership interests of the borrowing entity made strictly In compJiano h the Mortgagor's amended and restated operating agreement shall not be deemed a tran r of an interest in the Property. Any sales or dispositions not specifically approved in the pre .us sentence are prohibited, c. Any deed conveying the Pro y, or any part thereof, shall provide that the grantee thereunder assumes all of the gran o obllgations under this Mortgage, the Note and all other instruments or agreements evide ing the repayment of the Mortgage indebtedness. In the event such deed shall -n such provisions, the grantee under such deed shall be deemed to assume by s acqursiton of the Property all the obligations established by the Loan Documents, d. Mortgagor shall , # sell, assign, transfer or otherwise dispose of any portion of the Collateral or any ntere thereln and shall not do or permrt anything to be done that may impair the Collateral witho he prior consent of the Mortgagee which consent shall be in Mortgagee's sole and absalute cretion, 1,11 dvanc engager shall fail to perform any of the covenants herein contained or contained In Mortgagee may, without ad sums so advanced Mortgage. The Mo Interest at the rate a 'ument constituting additional security' fcr the Note, the ing an obligation to do so, make advances on its behalf. Any and II be a lien upon the Property and shall become secured by this hall repay on demand all sums so advanced in its behalf with ed In the Note, 1.12 • steppe! Certificates, The Mortgagor within ten (10) days from receipt of written reciuest alt furnish a duly acknowledged written statement setting forth the amount of the debt secur by this Mortgage, and stating either that no set -offs or defenses exist against the Mortgagz 4tebt, or if any such setoffs or defenses are alleged to exist, the nature thereof. Mo re n o Assignment of Rents and Leases. Subject to the Prior Encumbrances, agrees to execute and deliver to Mortgagee such assignments of the leases and 'able to the Properly as the Mortgagee may from time to time request while this and the Note and indebtedness secured by this Mortgage are outstanding. In lon to the above and subject to the Prior Encumbrances, Mortgagor absolutely and conditionally assigns and transfers to Mortgagee alt rents and leases relating to the Propecty. It the Intention of Mortgagor to establish a present, absolute and irrevocable transfer and 44221046 vl IN03-0001 7 TT T assignment to Mortgagee of all vents and leases and to authorize and e p er Mortgagee to collect and receive ail rents and leases without the necessity of further on on the part of Mortgagor. Promptlyupon request by Mortgagee, Mortgagor agrees to ex u e and deliver such further assignments as Mortgagee may from time to time requireM. gagor and Mortgagee intend this assignment of rents and leases to be immediately effe e and to constitute an absolute present assignment and not an assignment for additlo securhy only. After the occurrence Of an Event of Default, Mortgagor authorizes Mort. tee to collect, sue for and compromise rents and directs each tenant of the Property to p all rents to, or as directed by, Mortgagee, and Mortgagor shall, upon Mortgagor's receipt of a, rents from any sources, pay the total amount of such receipts to the Mo gagee. However, he occurrence of an Event of Default, Mortgagee hereby grants to Mortago a icense to etiect and receive all rents, to hold all rents in trust for the benefit of Mortgagee and to apply al ents to pay the installments of interest and principal then due and payable uncle the Note another amounts then due and payable under the other Loan Documents, and o pay the rrent costs and expens s of managing, operating and maintaining the Property. So long o Event of Default has occurred and is continuing, the rents remaining after ap licati suant to the preceding 5 ntence may be retained by Mortgagor free and clear of, and r eased from, Mortgagee's right with respect to rents under this Mortgage, From and afte urrence of an Event of Default and without the necessity of Mortgagee entering upon anc ng and maintaining control of the roperty directly, or by a receiver, Mortgagor's license to rents shall automatically terminal and Mortgagee shall without notice be entitled to all re they become due and payable, incl 'cling rents then due and unpaid. Mortgagor shall pay Mortgagee upon demand all rents to whi h Mortgagee is entitled; At any time on or after th.. e of Mortgagee's demand for rents, Mort agee may give, and Mortgagor, hereby lrrevOcao autholzes Mortgagee to give, notice to all tenants of the Property instructing thern to pa rents o Mortgagee, Any such notice by Mo gages shall be delivered to each tenant per y, by nail or by delivering such demand to 4ach rental unit. Mortgagor shall not Interfere ith and shall cooperate with Mortgagee's collection 4fsuoh rents. 1.14 S dordination to P 'or Encumbrances. Notwithstanding anything herein which -is or which rna ppear to be to the ontrary, the Ileif of this Mortgage aid Mortgagee's rights hereunder', i ding without lInnitat on,i Section 1.13 hereof, are subordlrate and inferior to the Ilen of the or Encumbrances aid this Mortgage and the other Loan pccumentsare subject to the te s of the Subordination greement (CRA) dated of even date ttierewlth among Senior Lende Mortgagor and Mortgag e and shall be subject to a simile subbrdlnation agreement favor of Citibank, N.A. I connection with the permanent fuaricing for the Property. 1,15 Compliance with OtFierFlnsncinq. Mortgagor- shall comply with any -and all loan , Uments from any end all other financing related to the Property, Mortg gee shall have the ht, but not the obligation, to cure a d fault by Mortgagor under any other su4h financing and dd the cost thereof to the indebtedness due under the Note. 1.16 Leases AffectIn rtoacted Property: Mortgagor shall c ply With and obserVe its obligationslandlord under eaSes affecting the Property or anyarttherof, • 04221046 vl 41803-000 8 covenants and conditions in any loan docu d. An event of defa to enforce any Permitted Encumbra encumbrance of any kind upon the P ARTICLE TWO Default 2,1 Events of Default, The' fellewing shall be deemed t hereunder: TT T Events of Default a.. Failure to make any payment when due in eordance with the terms of the Note secured by this fVlortgage; any other loan documents e cuted in connection with this loan, or any other promissory note secured by a mortgage reo. ed against the Property. b. Failure to keep or perform any of th conditions in this Mortgage or any other mortgage rec such failure shall have continued for e period of thi failure from the Mortgagee. her materiai terms, covenants and d against the Property provided that days after written notice of such c. A default, Event of Defa !lure to keep or perform any of the terms, any otherfinancing relating to the Property, institution of foreclosure or other proceedings any other mortgage or security interest, lien or y or any portion thereof. e. The Mort* , or any successor or assign including, without limitation, the current owners of any inte t in tho Property shall: under the Federal Bankruptcy Code or any similar law, state or federal, whether now hereafter existing (hereafter referred to as a "Bankruptcy Proceeding"); or 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) d as hereinafter provided; or Proc ding; or (Iv) 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 ke 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 jurisdictionrelinquished, vacated or stayed on appeal or otherwise within forty-five (45) days; or (vi) make an assignment for the benefit of Its creditors; or )14221016 vl 41803-0001 or TIT T (vii) admit In writing its inability to pay its debts generally as t' >y become due; onsent to an appointment of custodian or receive +r trustee of a 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 there•;, at' premium payable thereunder, and all other obligations of Mortgagor hereunder, to be du-.fnd payable immediately, and upon any such declaration the principal of the Note and said acs ed and unpaid interest shall become and be Immediately due and payable, anything in the ate or in this Mortgage to the contrary notwithstanding. b. Upon and after any such E t of Default, the Mortgagee or by its agents or attorneys, may enter into and upon all or a park of The Properly, and each and every part thereof, and may exclude the Mortgagor, its ..ants and servants wholly therefrom; and having and holding the same, may use, operate, nage and control the Property and conduct the business thereof, either personally or . its superintendents, managers, agents, servants, attorneys or receivers and upon every s_.. entry, the Mortgagee, et 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 PO-,essed as aforesaid, and, from time to time, at the expense of the Property, the Mortgagee ay make all necessary or proper repairs, renewals and replacements and such useful al _ ations, additions, betterments and improvements thereto and thereon as to it may seem advi ole, and in every such case the Mortgagee shall have the right to manage and operate the Pro p► . y and to carry on the business thereof and exercise all rights and powers of the Mortgagor wl respect thereto either In the name of the Mortgagor or otherwise as it shall deem best, and e Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues +rofits and Income of the Property and every part thereof, all of which shall for all purposes nstitute property .of the Mortgagor; and after deducting the expenses of conducting the bu ess thereof and of all maintenance, repairs, renewals, replacements, alterations, additi* betterments and improvements and amounts necessary to pay for taxes, assessments, In prance and prior or other proper charges upon the Property or any part Thereof, as wet as 'Ju,, and reasonable compensation for the services of the Mortgagee its attorneys, counsel, ag- _ oterks, servants and other employees by it properly and reasonably engaged and employed, e Mortgagee shall apply the moneys arising as aforesaid, first, to the payment of the principal `the Note and the interest thereon, when and as the same shall become payable, and secon ro me payment of any other sums required to be paid by the Mortgagor under this Mort* g c. Upon' and after any such Event of Default, the Mortgagee shall have all of emedies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671-689 et F.S., as amended from time to time, including without "imitation the right and power to sell, or a422100, vI 41803•0001 10 otherwise dispose of the Collateral or any parCthereof, and for that purpose may and exclusive possession of the Collateral, or any part thereof, and with or process, enter upon any Property on which the Collateral, or any part thereo and remove the same therefrom without being deemed guilty of trespass and damages thereby occasioned, or at Mortgagee's option Mortgagor shall and make it available to the Mortgagee at the place and at the time de Mortgagee shall be entitled to hold, maintain, preserve and prepa Mortgagee without removal may render the Collateral unusable and the Property: To the extent permitted by law, Mortgagor' expressly other disposition of the Collateral and any other right or remedy hereunder, and to the extent any such notice Is required and can that, as it relates to, thls paragraph c. only, if such noti Mortgagor at the above address with copies of said noti president of the Mortgagor, at least fifteen (15) days b such notice shall be deemed reasonable and shall said notice, ci. Upon and after any such E entry, or by its agents or attorneys, insofar as ap (I) sell the Prop y procedures provided by law, and all este and right of redemption thereof, at on time and place upon such terms and such required:or Mortgage, or s he isfy TT ediate ut Judicial ay be situated hout liability for b the Collateral ed in the demand. Collateral for sale, f 'the Collateral on sives any not ce of sale or gagee existing after default be waived, Mortgagor agrees rked, postage prepaid, to the d in the same fashion to the ime of the sale or disposition, any requirement for giving of of Default, the Mortgagee, with or without ble, may: the extent permitted and pursuant to the title and Interest, claim and demand therein, les as an entity or In parcels, and at such erms and after such notice thereof as may IDie edings for the complete or partial fc.)reeldsure of this (iii). apply to any court of competent jUrisdIction for the appOIntment of a receiver or receivers for e Property andof all the earnings, revenues; rents, issue.s, profits and Income thereof, or take such steps to protect and enforce its rights whether by action, suit or proceed n equty or at law for the specific performance of any covenant, condition or agreement in. t Note, or in this Mortgage, or in aid of the execution of any power herein granted, or for any esiosure 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 eny sale by It to be made uncf- or by virtue of this Mortgage by announcement at the time and place appointed for such sa or for such adjourned sale or sales; and, except as otherwise provided by any ,applicable aw, the Mortgagee, without further notice or publication, other than that provided in graph 2,2(d) above may make such sale at the time and place to which the same shall owned. I/47.21046 I 41803-0001 TT T f. Upon the completion of any sale or sales made by the Mortgage nder or by virtue of this section, the Mortgagor, or an officer of any court empowered to # so, shall execute and deliver to the accepted purchaser or purchaser's a good and sufficlent strurnent, 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 app teo the true and lawful attorney irrevocable of the Mortgagor, in its .name and stead, to ake all necessary conveyances, assignments, transfers and deliveries of the Property and , ts so sold, and for that purpose the Mortgagee may execute all necessary Instruments of veyance, assignment and transfer, and may substitute one or more persons with like p0 r, the Mortgagor hereby ratifying and confirming all that Its said attorney or such substitute o ubstitutes shall lawfully do by virtue hereof. This power of attorney shall be deemed to be coupled with an interest and not subject to revocation, Nevertheless, the Mortgagor, if * requested by the Mortgagee, shall ratify and confirm any such sale or sales by executing a de delivering to the Mortgagee or to such purchaser or purchasers all such instruments as may e advisable, in the judgment of the Mortgagee, for the purpose, and as may be designated I .uoh request, Any such sale or sales made under or by virtue of this section whether made der he power of sale herein granted or under or by virtue of judicial proceedings or of a judg nt or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, 0, and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the prop -s and rights so sold, and shall be a perpetual bar Octh at law and In equity against the Mort* and against any and all persons claiming or who may claim the same, or any part there 'm, through or under the Mortgagor, g. In the event of a made under the power of sale herein judgment or decree of foreclosure charges related thereto, the Note, to be paid by the Mortgagor pu the Note or in this Mortgage t ale made under or by virtue of this section (whether d or under or by virtue of judicial proceedings or of a sale), the entire principal of, and interest on and other preVlously due and payable, and all other sums required ni to this Mortgage, immediately thereupon shall, anything in contrary notwithstanding, become due and payable, h. The ceeds or avails of any sale made under or by virtue of this section, together with any other which then may be held by the Mortgagee under the provisions of this section or othe , shall be applied as follows: First: To the payment of the costs and expenses of such sale, including reasonable co n5ation to the Mortgagee, its agents and counsel, and of any judicial proceedings in the same may be made, and of all expenses, liabilities and advances made or ncurred the Mortgageeincurred under this Mortgage, together with interest at the rate for advances hereunder e Con 1.11% Second: To the payment of any other sums required to be paid by the g 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 on 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 N4221046 v I 41803-00U1 12 TT T above from the due date of any such payment of principal until the same is pald. Fourth: To the payment of the surplus, if any, to the M. gagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this section, the. poker of sale herein granted or under or by virtue of judicial proceeding decree of foreclosure and.saler the Mortgagee may bid for and acquire t thereof and in lieu of paying cash therefor may make settlement fo crediting upon the Indebtedness of the Mortgagor secured by this Mo after deducting therefrom the expenses of the sale and the cost of th which the Mortgagee is authorized to deduct under this Mortga acquiring the Property, or any part thereof shall be entitled to ho and sell the same in any manner provided by applicable iaws. ARTICLE THREE M1scellneous Terms an 3.1 Rules of Construction. When circumstances make it appropriate, the mascu neuter, plural and the singular number sh paragraph are for information and conveni any provision hereof, 3.2 Severability, If any person or circumstances, shall, to Mortgage, or the application of which it ls invalid or unenforc Mortgage shall be valid and 3.3 Successo binding nct only on the and assigns. All o "Mortgagee" shall whether or not na nditions h er made under of a judgment or operty or any part purchase price by ge the net sales price n and any other sums The Mortgagee, upon so e, rent, operate, manage identity of the parties hereto or other gender shall Include the feminine and/or ude the plural, The headings of each y and do not limit or construe the contents of e of this Mortgage, or the application thereof to any be invalid or •unenforeeable, the remainder of this errn to persons or circumstances other than those as to shafl not be affected thereby, and each term of this ble to the fullest extent permitted by law. This Mortgage applies to, inures to the benefit of, and is , but on their hairs, executors, admlnistrator&, successors ions of Mortgagor hereunder are joint and several. The term he holder and owner, including pledges, of the Note secured hereby, rtgagee herein, A f, ices, All notices to be given pursuant to this Mortgage shall be sufficient if mailed post ez prepaid, eertified 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 ttme period provided in the giving of any notice shall commence upon the date such n is deposIteci in the mail, 3,5 Modifications. This Mortgage may not be amended, modified or changed, nor any waiver of any provision be effective, except only by an instrument in writing and P4221016 vl 41R03,0001 13 TT T signed by the party against whom enforcement of any waiver, amendmen modification or discharge Is sought, 3.6 Governing Law.. This Mort ag shall be construed according governed by the laws of the State of Florida. 3.7 Limitation of Liability. Notwithstanding any provision or ob hereinbefore or hereinafter set forth, from and after the date of this Mo secured by this Mortgage including the Note shall be a non-recours of the Mortgagor (Including, without limitation, its members, office shall be limited to the interest In the Property, Collateral and all ot in the Note and the Mortgagee shall look exclusively thereto, from time te time be given for payment of the obligati rendered against the Mortgagor under this Mortgage sh other security so given for satisfaction thereof. No de any order or decree of specific performance shall be without limitation, its members, officers, or employ successors, transferees or assigns, as the case of this Mortgage, or any Judgment, order or d proceeding, 3,8 Notice and Cure, Notw that any cure of any default made or Capital Corporate Tax Credit Fund X be deemed to be a cure by the Mort, as if made or tendered by Mor1ga. , terms of this Mortgage shall &sf $ Limited Partnership, One Bo e, 2.71.016 vl 41B03.0001 n to the contrary ge, the indebtedness •gaton and the liability employees) hereunder security set forth herein or o such other security as may hereunder, and any judgment e 'ted to the Property and any ncy or other personal judgment nor against the Mortgagor (including, , heir heirs, personal -representatives, be, fn any action or proceeding arising out e rendered pursuant to any such action or hs ding the foregoing, the Mortgagee hereby agrees d by the Mortgagor's investor member, Boston d Partnership, or its successors or assigns shelf and shall be accepted or rejected on the same baSis of ail notices which are sent to Mortgagor under the to Boston Capital Corporate Tax Credit Fund XL, A ton, MA 02108, Attn: Asset Management, [Signature on Following Page] IN WITNESS WHEREOF, the said Mortgagor caused this Instrument to be sealed as of the date fftst above written. VVitnesses: MORTGAGOR: Print: Print: 3-000 T d and SJP Apartments, LLC, a Fiorlda ited IIbUity company By: SJP Apartments MM, C, a Florida limited liability company, Its M By: St, John CD C MM, LLC, a Massachusetts d liability cornpany, its manager By;Capital Companion Limited Partnersha Messachusetts imied partner p ts managing member y: Boston Capital Partners II Corporation, a Massachusetts corporation, its sole general By: Name: Its: 15 STATE OF FLORIDA ) ss: COUNTY OF The foregoing instrument was acknowledged before me this 2015 by , as of Boston Capital P Massachusetts corporation, the sole general partner of Boston Partnership, a Massachusetts limited partnership, the managing MM, LLC, a Massachusetts limited liability company, as the Ma LLC, a Fonda limited liability company, as the Manager of limited liability company, on behalf of sad limited liability co me or who produced as i NOTARY STAMP 41221046 vl 11803.0(101 16 TT T day of ers fl Corporation, a Companion Limited er of St, John CDP-BC er of SJP Apartments MM, Apartments, LLC, a Florida ny, who is personally known to 'cation. mp Name: ublic, State of Florida at arge sion No,: lmission Expires: T EXHIBIT A LEGAL DESCRIPTION EAST PARCEL A parcel of land, being a portion of Lot 41, all of Lots 23 through 25 inc e and all of Lots 42 through 43 Inclusive, all in Block 1 of PARRY'S DIVISION of lots 3, 4 8, 7, 8, 9, 10, 11 and 12 of Block One (1) in JAPES ADDITION TO THE CITY OF M!AM L,, according to the Plat thereof, as recorded in Plat Book B, page 163 of the Public Re ds of Miami -Dade County, Florida, LESS that certain area lying North of the South RIgh ay line for State Road No. 836, (interstate 395) as depicted on that certain Florida Depa ent of Transportation Right -of - Way Map Section 87200-000C, Sheet 6 of 16, last rev i October 27, 2013, being more particularly described as follows: BEGIN a the southeast corner of said Lot 23; then. along the South line of said Lots 23 through 25 inclusive, North 89°55'48" West, 79,02 t to the southwest corner of said Lot 25; thence along with West line of said Lot 25 and s 41 through 48 inclusive, North 00°19'30" West, 265.28 feet to the South Right -of -Way 1 of aforesaid State Road 836, (interstate 395); thence along said Right -of -Way line, North 6" East, 79,47 feet to the East line of said Lot 23 and Lots 41 through 48 inclusive outh 0013'41" East, 255.56 feet to the Point of Beginning. Said lands ly,ng and situate in the *-Dade County, Florida. WEST PARCEL A parcel of land, being Lots 3 rough 13 inclusive, Lots 26 through 28 inclusive, and a portion of Lots 29 through 38, all in ock 1 of Parry's Division of Lots 3, 4, 5, 6, 7, 8.9, 10, 11 and 12 of Block One (1) in Jape n to the City of Miami, Florida, according to the Plat thereof, as recorded In Plat Book ,. Page 163 of .the Public Records of IVIiaml-Dade County, Florida, together with that c r n pa -cal of land described in Official Records Book 13216, Page 176, of the Public Record of Miemi-Dade County, Florida, being more particularly described as follows: BEGIN t the utheast corner of said Lot 26; thence along the South line of said Lots 26, 27, 28 'and ao the South line of the aforementioned parcel described in Official Records Book 13210, P e 176, North 89°5548" West, 158,28 feet to the southwest corner of the aforem uoned parcel; thence along with West line of the aforementioned parcel and the West line said .Lots 3 through 13 inclusive, North 0031 26" West, 326,57 feet to the Northwest • of saidlot 13; thence along the North line of said Lot 13, North 89°5533" East, 79..71 o the northeast corner of said Lot13; thence along the East lire of sald Lots 4 through 13 cusive, 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" , 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 sald Lot 38; thence along the East line of said Lots 114721046 I • 4 g03-000( 17 T TT 29 through 38 inclusive, and the East line of said Lot 26, South 00°1930" Est, 32706 t to the Point of Beginning. Said lands lying and situate in the City of Mianii, Miami -bade County, Florida, 11422046 0 41803-000I 18 Exhibit "I" 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 interes managing member Entity o n controlled r by Capital BCCC, Inc, Special Mernber Interest TT T oston Capital controlled entity or Boston Capital Corporate Tax Credit Fund XL, A Limited Partnership (99.99% membership interest) St Jo omrnunity Development Co p ation, Inc., or its wholly owned diary, 25% membership interest ames R. Watson Revocable Trust 2014 50% membership interest 35 f/35316967,