1 EXHIBIT “M”
INVESTOR RIDER
March 19, 2025
The City of Bakersfield, a charter city and municipal corporation (“Lender”) has made a loan in the maximum principal amount of $3,997,528.29 (the “Loan ”) to Letzring RAD LP, a California limited partnership (“Borrower”) and the Loan is secured by certain property located at 4215 Letzring Lane, Bakersfield, CA 93304 (the “Project”).
Bank of America, N.A., a national banking association, and Banc of America CDC Special Holding Company, Inc., a North Carolina corporation (together with their successors and assigns, the “Limited Partners” and each a “Limited Partner ”), are being admitted as limited partners of Borrower on or about April 7, 2025.
As a condition to consenting to the Loan and becoming limited partners in the Borrower, Limited Partner s require that the Borrower and Lender grant certain protections to Limited Partners under any one or more of the documents (the “ Loan Documents ”) evidencing or securing the Loan, and the Borrower and L ender desire to grant such requests of Limited Partners.
Notwithstanding anything to the contrary set forth in the Loan Documents, the Loan Documents are hereby amended to include the covenants and representations set forth in this Investor Rider.
1. The Amended and Restated Agreement of Limited Partnership dated on or about April 7, 2025 forming or continuing the Borrower (the “Partnership Agreement ”) is hereby approved by Lender.
2. If a monetary default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder , Lender shall give Borrower and Limited Partners simultaneous written notice of such default. Limited Partner shall have a period of thirty (30) days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. Limited Partners shall have the right, but not the obligation, to cure any default under the Loan Documents within the applicable cure periods provided to Borrower thereunder.
If Limited Partners cure such default within the cure period, Lender will accept such action as curing the respective default under the Loan Documents.
3. If a non-monetary default occurs under the terms of any of the Loan Documents, prior to exercising any remedies thereunder , Lender shall give Borr ower and Limited Partners simultaneous written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Limited Partners shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents, or such longer period of time as may be specified in the Loan Documents. If the default is such that it is not reasonably capable of being cured within thirty (30) days or such longer period if so specified, and if Borrower or any Limited Partner ( a) initiates corrective action within said period, and (b) diligently and in good 2 faith works to effect a cure, then Borrower and Limited Partners shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remed ies by Lender. If Borrower fails to take corrective action or to cure the default within a reasonable time, Lender shall give Limited Partners written notice thereof, whereupon the Limited Partners may remove and replace the general partner with a substitu te general partner who shall effect a cure within a reasonable time thereafter in accordance with the foregoing provisions. If Limited Partners cure such default within the cure period, Lender will accept such action as curing the respective default under the Loan Documents.
4. Lender will give Limited Partner s a copy of any written notice it gives to Borrower under the Loan Documents at the following address:
Bank of America, N.A.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:
Banc of America CDC Special Holding Company, Inc.
100 Federal Street, 4th Floor
MA5-100-04-11
Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257
And:
Buchalter, a Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.
Facsimile: (213) 630-5799
Matter No: B0965-0826
5. The withdrawal, removal, and/or replacement of a general partner of the Borrower pursuant to the terms of the Partnership Agreement shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan, provided that the Limited Partners provide the Lender with prior written notice of such removal and substitution of a general partner of Borrower. An affiliate of a Limited Partner is an acceptable substitute general partner.
6. Lender will permit insurance and condemnation proceeds to be used to rebuild the Project provided that sufficient funds are available fr om other sources to effectively rebuild the Project to a multifamily housing complex.
3 7. Lender has not and will not cross -default or cross-collateralize the Loan with any loan made with respect to another property.
8. The Loan is a non- recourse obligation of Borrower. None of Borrower, any of its partners, or any other party shall have any personal liability for repayment of the Loan. The sole recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Project and related security thereunder.
9. There shall be no default for construction or rehabilitation delays beyond the reasonable control of Borrower, provided that such delays do not exceed one hundred eighty (180) days, or such longer period of time as may be specified in the Loan Documents.
10. The execution and delivery of the purchase option and right of first refusal agreement described in the Partnership Agreement and the exercise of such options shall not constitute a default under the Loan Documents or accelerate the maturity of the Loan thereunder.
If the purchase option and right of first refusal agreement described in the Partnership Agreement is not exercised and the Project is sold subject to low -income housing use restrictions as contained in an existing regulatory agreement or other recorded covenant, any r equisite consent of Lender to said sale, and to the assumption without penalty of loan obligations by the purchaser and the release of Borrower from such obligations, shall not be unreasonably withheld.
11. In any approval, consent, or other determination by Lender required under any of the Loan Documents, Lender shall act reasonably and in good faith.
12. Lender acknowledges that Borrower and the Credit Agency intend to enter into, or concurrently w ith the execution and delivery of the Loan Documents are entering into, an extended use agreement, which constitutes the extended low -income housing commitment described in Section 42(h)(6)(B) of the Internal Revenue Code, as amended. Lender agrees to subordinate the Loan and Lender’s rights under the Loan Documents executed in conjunction therewith to the relevant provisions of said extended use agreement. This subordination is being made in consideration of the allocation of tax credits to the Project, absent which the development of the Project would not occur, and this mortgage loan would not be made.
Additionally, Lender hereby consents to the refinancing of any senior mortgage financing in connection with the Project , subject only to the reasonable approval of the Lender to any documents executed in connection with the refinancing of such senior mortgage financing.
13. Notwithstanding the occurrence of any monetary or non- monetary default under the terms of any of the Loan Documents, during the Compliance Period (as defined in the Partnership Agreement), Lender shall not (i) commence foreclosure proceedings with respect to the Property under the Loan Documents or exercise any other rights or remedies it may have under the Loan Documents, including, but not limited to, accelerating sums due under the Loan Documents, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies hereunder or (ii) join with any other creditor in commencing any bankruptcy reorg anization arrangement, insolvency or liquidation proceedings with respect to Borrower.
4 14. Each Limited Partner is intended to be a direct beneficiary of the covenants set forth in this Investor Rider and is entitled to bring an action to enforce the same independent of any rights of Borrower. Lender will not materially modify the Loan Documents without Limited Partners’ prior written consent.