Agenda packet, joint meeting — Glendale City Council, November 15, 2022 (part 3 of 5)

approved by all “Permitted Leasehold Mortgagees” as such term is defined in the Ground Lease.

20. Notice.

Any notice required to be given hereunder shall be given in the manner set forth in the Affordable Housing Agreement.

21. Execution in Counterparts.

This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument. [Remainder of Page Intentionally Left Blank]
[Signatures Appear on Next Pages]
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912-920 East Broadway & 117 S. Belmont Street
Agreement Containing Covenants
Page S-1
IN WITNESS WHEREOF, the Authority and Developer have executed this Agreement.

“AUTHORITY”

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

Date: November ___, 2022 By:____________________________ Roubik R. Golanian, P.E.

Executive Director

APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority

By: _____________________________
Michael J. Garcia

APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
Special Counsel to the Authority

By: ______________________________

[Signatures Continue on Next Page]

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912-920 East Broadway & 117 S. Belmont Street
Agreement Containing Covenants
Page S-2
“DEVELOPER”

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development
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STATE OF CALIFORNIA )
)

COUNTY OF )

On , before me, ,
a Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 251 of 545

STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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Exhibit “A”

LEGAL DESCRIPTION

A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and LINC-CORE PIONEER LP, a California limited partnership, dated as of _______________, 2022 in the real property described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE

IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

ALL OF LOTS 167 TO 176, 186 AND 187 AND THOSE PORTIONS OF LOTS 177 TO 185 INCLUSIVE AND LOT 188 OF TRACT NO. 1587, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 95 OF MAPS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A PORTION OF FAIRMONT AVENUE 50 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 1587, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 176, THENCE ALONG THE WESTERLY LINE OF SAID LOTS 176 AND 177, NORTH 00° 20’ 57” WEST 185.09 FEET TO A POINT DISTANT THEREON NORTH 00° 20’ 57” WEST 64.09 FEET FROM TH E SOUTHWEST CORNER OF SAID LOT 177; THENCE NORTH 89° 39’ 03” EAST 4.00 FEET; THENCE NORTH 78° 01’ 45” EAST 144.07 FEET; THENCE NORTH 83° 41’ 51” EAST 452.49

FEET TO THE INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LOT 188; THEN CE SOUTHERLY ALONG SAID

PROLONGATION AND SAID EASTERLY LINE TO THE SOUTHERLY LINE OF THE NORTHERLY 71.5 FEET OF SAID LOT 188; THENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 187; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO THE S OUTHEAST CORNER THEREOF; THENCE WESTERLY A DISTANCE OF 50 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 187 TO THE NORTHEAST CORNER OF SAID LOT 167; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 167, A DISTANCE OF 121.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 167; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOTS 167 TO 176 INCLUSIVE, A DISTANCE OF 494.59 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF FAIRMONT AVENUE AS VACATED BY RESOLUTION NO. 18543, RECORDED FEBRUARY 15, 1978 AS INSTRUMENT NO. 78 - 173308 OF OFFICIAL RECORDS.

EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE LINES OF LOTS 177 TO 187 INCLUSIVE, ALL MINERALS, OILS, GASES AND OTHER HYDROCARBONS

BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER SAID LAND,

WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE 254 of 545

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THEREOF AS EXCEPTED BY THE STATE OF CALIFORNIA, DEPARTMENT OF PUBLIC WORKS IN DEED RECORDED JULY 16, 1968 AS INSTRUMENT NO. 451 IN BOOK D-4066 PAGE 666, OFFICIAL RECORD.

ABOVE LEGAL DESCRIPTION IS DESCRIBED AS LOT A OF PARCEL MAP NO. 1259A AND RECORDED IN BOOK 91 PAGE 89 OF PARCEL MAPS IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

APN: 5637-023-806

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Recording Requested by
and When Recorded Return to:

HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attention: Director of Housing
and Community Development

APN: 5637-023-806 OFFICIAL BUSINESS
Document entitled to free
(Govt. Code §27383)

AGREEMENT CONTAINING HOME PROGRAM REQUIREMENTS
(24 CFR § 92.504)

THE HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Authority”) and LINC -CORE PIONEER LP , a California limited partnership (“Developer”), in furtherance of the regulations issued by the United States Department of Housing and Urban Development set forth in 24 CFR Part 92 (the “HOME Regulations”), hereby agree as follows as of ____________, 2022.

WHEREAS, the Authority is responsible for administering the use of certain funds made available to the City of Glendale by the United States Department of Housing and Urban Development (“HUD”) under the HOME Investment Partnerships Program (the “HOME Program”); and

WHEREAS, Developer is the owner of a leasehold interest in that certain real property (the “Property”) located in the City of Glendale and more particularly described in Exhibit “A” which is attached hereto and incorporated herein by this reference, pursuant to that certain Ground Lease between the Authority and Developer dated as of __________, 2022 (the “Ground Lease”); and WHEREAS, the Housing Authority and Developer have entered into a n Affordable Housing Agreement dated as of _______________, 2022, as amended from time to time (the “AHA”), providing, among other things, for the construction on the Property of a 340-unit multi- family and senior housing project, of which 337 units will be operated as affordable rental housing 256 of 545

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for Extremely Low Income, Very Low Income, and Low Income Senior Citizen Households and family households; and

WHEREAS, pursuant to the AHA, the Authority is providing a loan of HOME Funds to Developer (the “HOME Loan”), for payment of a portion of the development costs of the Project; and

WHEREAS, the parties mutually desire to comply with all applicable HOME Regulations.

NOW, THEREFORE, the Authority and Developer hereby agree as follows:

1. Term of this Agreement.

In accordance with the formula set forth in 24 CFR 92.252(e) and as required by 24 CFR 92.504 (c)(3)(ix), this Agreement will remain in effect for not less than twenty (20) years for newly constructed HOME units following the date the City of Glendale issues a certificate of occupancy for the Project (the “HOME Affordability Period”); and, following the expiration of the HOME Affordability Period will continue and remain in effect for the benefit of the Authority for an additional fifty-eight (58) years for newly constructed HOME units , for a total term of seventy- eight (78) years.

2. Affordable Housing Agreement.

The AHA, as it may be amended from time to time, including all the attachments appended thereto, is incorporated herein by this reference. Any capitalized term not otherwise defined herein will have the meaning ascribed to such term in the AHA.

3. Use of HOME Funds. 24 CFR 92.504(c)(3)(i).

The HOME Funds will be used exclusively for the payment of costs incurred in connection with the development of the Property and the construction thereon of the Project (sometimes referred to herein as the “Project Activities”) in accordance with the AHA.

a. Schedule. Subject to Force Majeure Delays, t he development of the Property will be accomplished within the time provided in the Schedule of Performance, which is attached to the AHA as Attachment No. 5.
b. Tasks and Budget. The tasks to be performed with the use of the HOME Funds, and the Project Budget, which specifies the line items for which HOME Funds will be used, are set forth in the Project Budget attached to the AHA as Attachment No. 6. 257 of 545

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4. Affordability. 24 CFR 92.252; 92.504(c)(3)(ii).
a. The Project will be used exclusively as affordable rental housing as required by the various regulatory agreements relating to the Project. Eleven (11) units will be designated as floating HOME units (“HOME-assisted Units”) and restricted as follows:
i. Nine (9) one-bedroom units shall be restricted for a “Very Low Income HOME Tenant” (which means a tenant whose household income does not exceed 50% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development).
ii. Two (2) two -bedroom units shall be restricted for a “ Very Low Income HOME Tenant” (which means a tenant whose household income does not exceed 50% of the area median income adjusted for household size, as determined annually by the United States Department of Housing and Urban Development).
iii. Zero (0) units shall be restricted for a “Low Income HOME Tenant” (which means a tenant whose household income does not exceed 80% of the area median income adjusted for household size, as determined annually by the United States Department o f Housing and Urban Development).
b. The maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by a Very Low Income HOME Tenant must meet either i. or ii. of the following rent requirements:
i. The rent does not exceed the lesser of (a) 30 percent of the annual income of a family whose income equals 50 percent of the median income for the area, as determined by HUD, with adjustments for smaller and larger families, as provided by HUD; (b) the fair market rent for existing housing for comparable units in the area as established by HUD under 24 CFR 888.111; or
ii. The rent does not exceed 30 percent of the family’s adjusted income.

If the unit receives Federal or State project-based rental subsidy and the family pays as contribution toward rent not more than 30 percent of the family’s adjusted income, then the maximum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or State project-based rental subsidy program.
c. The maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by a Low Income HOME Tenant may not exceed the lesser of:
i. the fair market rent for existing housing for comparable units in the area, as established by HUD under 24 CFR 888.111; and
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ii. a rent that does not exceed 30 percent of the adjusted income (as that term is defined in 24 CFR 92.203) of a family whose annual income (as that term is defined in 24 CFR 92.203) equals 65 percent of the media n income for the area, as determined by HUD, with adjustments for the number of bedrooms in the unit.
d. The HOME rent limits published by HUD will include average occupancy per unit and adjusted income assumptions.
e. The parties agree that if the Project were placed in service on the date of this Agreement, the maximum gross rents that would be paid by , and the HOME-assisted Units that would be occupied by , Very Low Income HOME Tenant and Low Income HOME Tenant pursuant to Section 4 would be as set forth in the table of rents appended as Exhibit B. The HOME rents provided in Exhibit B will be adjusted to not exceed the maximum rent limits provided by HUD at the date of initial occupancy and will be adjusted periodically thereafter in accordance with 24 CFR part 92.252(f) and (g).
f. Rents for the HOME -assisted Units will remain affordable to Very Low Income HOME Tenants and Very Low Income HOME Tenants pursuant to this Agreement for the term set forth in Section 1 of this Agreement.
g. Prior to initial lease-up of the Project, Developer must submit to Authority for its approval the street address and unit number of the proposed HOME -assisted Units.

Developer may not thereafter change the identity of the HOME-assisted Units without prior written approval by the Authority. Each substituted unit must be compa rable to the originally designated HOME-assisted unit in terms of size, features, and number of bedrooms. h. Failure to comply with the affordability requirements of this Agreement is an event of default under the terms of the HOME Loan. Pursuant to the HOME Note evidencing the HOME Loan, subject to the right to cure, the HOME Loan will be due and payable immediately if the rents for HOME-assisted Units do not meet the affordability requirements of this Agreement. i. The affordability requirements of this Agreement are in addition to and not in substitution for the affordability requirements set forth in that certain Agreement Containing Covenants attached to the AHA as Attachment No. 10, recorded concurrently with this Agreement.

5. Project Requirements. 24 CFR 92 Subpart F (92.250 - 92.258).

Developer will comply with all applicable requirements set forth in Subpart F of the HOME Regulations, as provided elsewhere in this Agreement and also including the following:

a. Maximum Per-Unit Subsidy. 24 CFR 92.250. The amount of the HOME loan may not exceed the per unit dollar limits established by HUD pursuant to section 221(d)(3)(ii) 259 of 545

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of the National Housing Act, as implemented in regulations issued by HUD, 24 CFR 221.514(b)(1) and (c).
b. Property Standards. 24 CFR 92.251; 24 CFR 92.504 (c)(3)(iv). i. The development and maintenance of the Property will comply with the City’s building code and all other applicable local codes, rehabilitation standards, ordinances and zoning ordinances in effect at the time of project completion, and the Property will be decent, safe and sanitary will conform to the following codes that have been adopted by the City of Glendale: Uniform Building Code (UBC) as adopted by the State of California (California Building Code [Title 24 Part 2], National Electrical Code (NEC), Uniform Plumbing Code (UPC), Uniform Mechanical Code (UMC) and California Energy Code (CEC). ii. The Property will comply with the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and, if applicable, the design and construction requirements at 24 CFR 100.205 for covered multifamily dwellings, as defined at 24 CFR 100.201, which implements the Fair Housing Act (42 U.S.C. 3601-3619).
iii. The Project will comply with the lead -based paint standards in Section 92.355. Housing assisted with HOME Program funds constitutes HUD -associated housing for the purpose of Lead-Based Paint Poisoning Prevention Act (42 U.S.C. Section 4821, et seq.) and is, therefore, subject to 24 Code of Federal Regulations Part 35. Accordingly, and pursuant to Section 92.355 of the Regulations, Developer hereby agrees to and will be responsible for testing and abatement activities specified in the Lead -Based Paint Poisoning Prevention Act and the regulations set forth at 24 Code of Federal Regulations Part 25 with respect to the construction of the Property.
c. Tenant Protections. 24 CFR 92.253. The Developer will comply with the tenant protection provisions of 24 CFR 92.253.
d. Termination of Tenancy. 24 CFR 253(c). Developer, its successors or assigns, may not terminate the tenancy or refuse to renew the lease of a tenant, except (i) for serious or repeated violation of the terms and conditions of the lease; (ii) for violation of applicable federal, state, or local law; or (iii) for other good cause. Pursuant to 24 C.F.R. 92.253(c), any termination or refusal to renew must be preceded by not less than 30 days by the Developer’s service upon the tenant of a written notice specifying the grounds for the action. e. Converting Rental Units to Homeownership Units for Existing Tenants. 24 CFR 92.255. Conversion of rental units to homeownership units will not be permitted. f. Faith Based Activities. 24 CFR 92.257. Developer will comply with the restrictions on the use of HOME Funds for faith based activities as set forth in Section 92.257. 260 of 545

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Developer hereby certifies that HOME Funds will not be used for the acquisition, construction or rehabilitation of structures to the extent that those structures ar e used for inherently religious activities. Developer will use the HOME Funds for the construction of structures only to the extent the structures are used for conducting eligible activities under 24 CFR Part 92. g. Affirmative Marketing Requirements. 24 CF R 92.351; 92.504(c)(3)(v).

Prior to the initial lease-up of the Project, Developer will consult with and obtain the approval of the Authority in developing an affirmative marketing plan for renting the units. The affirmative marketing plan must comply with the requirements of 24 CFR 92.351.

6. Records and Reports. 24 CFR 92.504(c)(3)(vi); 92.508; 92.61.

To assist the Authority in meeting its recordkeeping and reporting requirements, Developer will prepare, maintain and submit to the Authority, as appropriate, the following records and reports:

a. Records which demonstrate that the Property meets the property standard s described in Section 5.b;
b. Records which demonstrate, in accordance with 24 CFR 92.203, that each family occupying a HOME-assisted Unit is income eligible; c. Records which demonstrate that the Property meets the affordability and income targeting requirements of 24 CFR 92.252 for the Term of this Agreement. Records will be kept for each family in a HOME-assisted Unit;
d. Records which demonstrate that each lease for a HOME -assisted Unit complies with the tenant protections specified in 24 CFR 92.253; e. Equal opportunity and fair housing records, including, as applicable:
i. data on the extent to which each racial and ethnic group and single- headed household (by gender of household head) have applied for, participated in, or benefitted from, any program or activity funded in whole or in part with HOME funds; ii. documentation of actions undertaken to meet the requirements of 24 CFR Part 135 which implements section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701u);
iii. documentation of actions taken to affirmatively further fair housing with respect to the Project;
f. Affirmative Marketing and MBE/WBE records, including, as applicable:
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i. records documenting compliance with the affirmative marketing procedures and requirements of 24 CFR 92.351;
ii. documentation and data on the steps taken by Develope r to implement the Authority ’s outreach programs to minority -owned and female -owned businesses including data indicating the racial/ethnic or gender character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with HOME funds, the amount of the contract or subcontract, and documentation of the Developer’s affirmative steps to assure that minority business and women’s business enterprises have an equal opportunity to obtain or compete for contracts and subcont racts as sources of supplies, equipment, construction and services;
iii. records which demonstrate compliance with the requirements of 24 CFR 92.353 relating to displacement, relocation and real property acquisition, including project occupancy lists identifyi ng the name and address of all persons occupying or moving into the Property on and after the date on which Developer obtained site control; iv. records demonstrating compliance with the labor requirements of 24 CFR 92.354, including contract provisions and payroll records; g. Records which support any exceptions to the conflict of interest prohibition of 24 CFR 92.356.
h. Debarment and suspension certifications required by 24 CFR Parts 24 and

91. i. Records, data and documentation as required for the Authority ’s performance of its reporting obligations under the Federal Funding Accountability and Transparency Act of 2006 (FFATA), to the full est extent applicable to the Project, which may include but is not necessarily limited to reporting of executive compensation received by executives of Developer and/or executives of Developer’s partners or members and/or executives of partners or members of any of Developer’s partners or members.

7. Retention and Inspection of Records. 24 CFR 92.504(c) & (d). a. Developer will retain all books and records relevant to the Project for a minimum of five years after the project completion date, except that records of individual tenant income verifications, project rents and project inspections will be retained for the most recent five year period until five years after the affordability period terminates. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, records must be retai ned until the completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later.
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b. The Authority, HUD and the Comptroller General of the United States, and any of their representatives, will have the right of access to any pertinent books, documents, papers or other records of the Developer, in order to make audits, examinations, excerpts and transcripts.

8. Enforcement of the Agreement. 24 CFR 92.504(c)(3)(vii).

The AHA and all of its att achments, will be enforceable by the Authority in accordance with the terms thereof. Each of the AHA , this Agreement, the HOME Note and the Authority Deed of Trust provide a means of enforcement if the Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, deed restrictions and covenants running with the land. Developer hereby agrees that specific enforcement of its obligations contained herein is the only means by which the Authority may fully obtain the benefits of this Agreement, and Developer therefore agrees to the imposition of the remedy of specific performance against it in the case of uncured default by Developer hereunder. Provided however, the rights and remedies of the Agency are cumulative, and the exercise by the Agency of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by Owner. Failure to comply with the requirem ents of this Agreement is an event of default under the terms of the HOME Note and the Authority Deed of Trust. Notwithstanding anything to the contrary stated herein, a breach of this Agreement by Developer or its successors and assigns will in no way defeat, invalidate or impair the obligation or priority of any mortgage or deed of trust encumbering the leasehold interest in the Property.

9. Requests for Disbursement of Funds. 24 CFR 92.504(c)(3)(viii).

Developer will not request disbursement of HOME funds until the funds are needed to pay eligible costs. The amount of each disbursement request will be limited to the amount needed. The Authority will have the right to disapprove any request if the Authority determines the request is for an ineligible item or is otherwise not in compliance with or inconsistent with the AHA and this Agreement.

10. Duration of Agreement. 24 CFR 92.504(c)(3)(ix).

The Agreement will remain in effect for the period of affordability required pursuant to 92.252, and thereafter as set forth in Section 1 of this Agreement.

11. Other Program Requirements. 24 CFR 92, Subpart H (92.350 - 92.358).

Developer will comply with all applicable federal requirements set forth in Subpart H of the HOME regulations, including the following:

a. Other F ederal Requirements and Nondiscrimination. 24 CFR 92.350.

Developer acknowledges that 24 CFR 92.350 provides that the Federal requirements set forth in 263 of 545

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24 CFR Part 5, subpart A, are applicable to participants in the HOME program, and that these Federal requirements include the following:
i. Nondiscrimination and Equal Opportunity.
ii. Civil Rights, Fair Housing, and Age and Disability Discrimination Acts Assurances: During the performance of the AHA, Developer will assure that no otherwise qualified person will be excluded from participation or employment, denied program benefits, or be subjected to discrimination based on race, color, national origin, sex, actual or perceived sexual orientation, gender identity, marital status, age, handicap, religion, religiou s preference or source of income (including but not limited to Section 8 Rental Assistance, Temporary Assistance for Needy Families (TANF), Supplemental Security Income (SSI), Social Security Disability Insurance (SSDI) or earnings from seasonal employment ), under any program or activity funded by this Agreement, as required by state law, the Fair Housing Act (42 U.S.C. 3601 -19) and implementing regulations at 24 CFR part 100 et seq., Executive Order 11063 as amended by Executive Order 12259 (3 CFR, 1959-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) (Equal Opportunity in Housing Programs) and implementing regulations at 24 CFR part 107, title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d- 2000d-4) (Nondiscrimination in Federally Assisted Programs) and implementing regulations at 24 CFR part 1, the Age Discrimination Act of 1975 (42 U.S.C. 6101- 6107) and implementing regulations at 24 CFR part 146, section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and implementing regulations at 24 CFR pa rt 8, Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. iii. Training, Employment, and Contracting Opportunities Assurance of Compliance: The Project Activities to be performed under the Agreement are on a project assisted under a program providing direct federal financial assistance from HUD which is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (“Section 3”), and the regulations issued by HUD to implement Section 3 (24 CFR Part 135) (the “Section 3 Regulations”). Pursuant to 24 CFR 135.3, the requirements of the Section 3 Regulations apply to the recipient of such financial assistance only where the amount of federal assistance exceeds $200,000, and apply to a contractor or subcontractor of such recipient only where the amount of assistance exceeds $200,000 and the amount of the contract or subcontrac t exceeds $100,000. Developer will provide, to the greatest extent feasible, training, employment and contracting opportunities generated by the financial assistance to low - and very-low income persons and business concerns owned by low- or very-low income persons, or which employ low- or very-low income persons.
iv. MBE/WBE Affir mative Action Outreach Program: Developer hereby agrees to comply with the Authority’s minority and women business outreach program in accordance with Executive Order 11625, as amended by Executive Order 12007 (3 CFR, 1971 - 1975 Comp., p. 616 and 3 CFR, 1977 Comp., p. 139) (Minority Business Enterprises); Executive 264 of 545

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Order 12432 (3 CFR, 1983 Comp., p. 198) (Minority Business Enterprise Development); and Executive Order 12138, as amended by Executive Order 12608 (3 CFR, 1977 Comp., p. 393 and 3 CFR, 1987 Comp., p. 245) (Women’s Business Enterprise). v. Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 CFR Part 87; and the requirements for funding competitions established by the Housing and Urban Development Reform Act of 1989 (42 U.S.C. 3531 et seq.).
vi. Debarred, Suspended or Ineligible Contractors. The prohibitions at 24 CFR Part 24 on the use of debarred, suspended or ineligible contractors. vii. Drug-free Workplace. The Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et seq.) and HUD’s implementing regulations at 24 CFR Part 24. b. Affirmative Marketing. 24 CFR 92.351. Developer will comply with the Authority’s Affirmative Marketing requirements.
c. Displacement, Relocation and Acquisition. 24 CFR 92.353. Developer will carry out relocation activities in conformance with the relocation plan approved by the Authority and will certify that it has complied with the federal relocation, displacement and acquisition rules governing the HOME Program, which are contained in the Uniform Relocation Act, 49 CFR Part 24, and applicable program regulations. 24 CFR Section 92.353 requires that tenants who are displaced from housing units de molished or converted as a result of HOME -funded activities be provided with relocation assistance.
d. Labor. 24 CFR 92.354. Does not apply to this Project. e. Lead-based Paint. 24 CFR 92.355. The Property will comply with the lead- based paint standards in 92.355, as provided in Section 5.b, above. f. Conflict of Interest. 24 CFR 92.356.
i. Interest of Employees, Officers and Officials. No employee, agent, consultant, officer or elected official or appointed official of the Authority , or employee, agent, consultant or officer of Developer, and no other public official of the Authority who exercises any functions or responsibilities with respect to the activities assisted with HOME funds or who are in a position to participate in a decision making process or gain inside information with regard to these activities, during their tenure and for o ne year thereafter, may obtain a financial interest or benefit from a HOME assisted activity or have an interest in any contract or subcontract, or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties. Developer will incorporate, or cause to be incorporated, in all such contractors or subcontracts a provision prohibiting such interest pursuant to the purposes 265 of 545

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of this Section. Fulfillment of “sweat equity” obligations as defined in Section 8201 of the HOME regulations will not be considered a violation of this prohibition. ii. Prohibition Against Occupying HOME-Assisted Units. No officer, employee, agent, official or consultant of Developer may occupy a HOME-assisted Unit. iii. Consultant Activities. 24 CFR 92.358. No person providing consultant services in an employer-employee type relationship will receive more than a reasonable rate of compensation for personal services paid for with HOME funds. In no event, however, will such compensation exceed the limits in effect under the provisions of any applicable statute (e.g., annual HUD appropriations acts which have set the limit at the equivalent of the daily rate paid for Level IV of the Executive Schedule). Such services will be evidenced by written agreements between the parties which detail the responsibilities, standards and compensation. Consultant services provided under an independent contractor relationship are not subject to the compensation limitation of Level IV of the Executive Schedule.

12. Lobbying Prohibition. 24 CFR 91.225.

Developer hereby certifies to the Authority, under penalty of perjury, under the terms of applicable federal law, that at all applicable times before, during and after the term of this Agreement:

a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; and
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, Developer will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. Developer will require that the above stated language in paragraphs a. and b. be included in the award documents for all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and coopera tive agreements concerning the subject matter of this Agreement; and
d. Further, Developer and all subawards at all tiers, including subcontracts, subgrants, loans, contracts, and cooperative agreements concerning the subject matter of this Agreement, at 266 of 545

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all times, will certify compliance with the provisions of 31 U.S.C. §1352 and any and all terms and conditions of the Byrd Anti-Lobbying Amendment, as amended from time to time.

13. Execution in Counterparts.

This Agreement may be executed by each party on a separate signature page, and when the executed signature pages are combined, will constitute one single instrument.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURES ON FOLLOWING PAGES]
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Page S-1

IN WITNESS WHEREOF, the Authority and the Developer have executed this Agreement.

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

Date: November ___, 2022 By: ____________________________ Roubik R. Golanian, P.E.

Executive Director

APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority

By: ________________________________
Michael J. Garcia

APPROVED AS TO FORM:

KANE, BALLMER & BERKMAN
Special Counsel to the Authority

By: ___________________________

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

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Page S-2

“DEVELOPER”

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development
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STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

515 Pioneer
Attachment No. 11 – HOME Regulatory Agreement
Exhibit A – Legal Description

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Exhibit A

LEGAL DESCRIPTION OF PROPERTY
A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and LINC-CORE PIONEER LP, a California limited partnership, dated as of _______________, 2022 in the real property described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE

IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

ALL OF LOTS 167 TO 176, 186 AND 187 AND THOSE PORTIONS OF LOTS 177 TO 185 INCLUSIVE AND LOT 188 OF TRACT NO. 1587, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 95 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A PORTION OF FAIRMONT AVENUE 50 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 1587, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 176, THENCE ALONG THE WESTERLY LINE OF SAID LOTS 176 AND 177, NORTH 00° 20’ 57” WEST 185.09 FEET TO A POINT DISTANT THEREON NORTH 00° 20’ 57” WEST 64.09 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 177; THENCE NORTH 89° 39’ 03” EAST 4.00 FEET; THENCE NORTH 78° 01’ 45” EAST 144.07 FEET; THENCE NORTH 83° 41’ 51” EAST 452.49

FEET TO THE INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LOT 188; THENCE SOUTHERLY ALONG SAID

PROLONGATION AND SAID EASTERLY LINE TO THE SOUTHERLY LINE OF THE NORTHERLY 71.5 FEET OF SAID LOT 188; THENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 187; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO THE SOUTHEAST CORNER THEREOF; THENCE WESTERLY A DISTANCE OF 50 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 187 TO THE NORTHE AST CORNER OF SAID LOT 167; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 167, A DISTANCE OF 121.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 167; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOTS 167 TO 176 INCLUSIVE, A DISTANCE OF 494.59 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF FAIRMONT AVENUE AS VACATED BY RESOLUTION NO. 18543, RECORDED FEBRUARY 15, 1978 AS INSTRUMENT NO. 78 - 173308 OF OFFICIAL RECORDS.
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Exhibit A – Legal Description

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EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE LINES OF LOTS 177 TO 187 INCLUSIVE, ALL MINERALS, OILS, GASES AND OTHER HYDROCARBONS

BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER SAID LAND,

WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE

THEREOF AS EXCEPTED BY THE STATE OF CALIFORNIA, DEPARTMENT OF PUBLIC WORKS IN DEED RECORDED JULY 16, 1968 AS INSTRUMENT NO. 451 IN BOOK D-4066 PAGE 666, OFFICIAL RECORD.

ABOVE LEGAL DESCRIPTION IS DESCRIBED AS LOT A OF PARCEL MAP NO. 1259A AND RECORDED IN BOOK 91 PAGE 89 OF PARCEL MAPS IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

APN: 5637-023-806

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Exhibit B – Affordability Requirements

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Exhibit B

Affordability Requirements
(24 CFR 92.252; 92.504(c)(3)(iii))

Developer will submit its rent schedule and utility allowances thirty (30) days prior to initial rental of the HOME -assisted Units and on an annual basis thereafter. The Authority will review and approve or disapprove the proposed rent schedule and utility allowances for compliance with the maximum rent limitations contained in 24 CFR 92.252.

The Authority will provide updated HUD income and rent limits to Developer as they become available. As of the date of this Agreement, the applicable income and rent limits are as follows:

Los Angeles County
2022 HOME Program Income Limits

Household Size Very Low Income Low Income
1 $41,700 $66,750
2 $47,650 $76,250
3 $53,600 $85,800
4 $59,550 $95,300

Los Angeles County
2022 HOME Program Rent Limits

Efficiency/Studios One bedroom Two bedrooms
Very Low Income $1,042 $1,116 $1,340
Low Income $1,335 $1,432 $1,721

For comparison purposes:

Fair Market Rent $1,384 $1,604 $2,044
65% Rent Limit $1,335 $1,432 $1,721
50% Rent Limit $1,042 $1,116 $1,340

Developer will be responsible for ensuring that the current operative HOME income and rent limits in effect at the time of the tenant’s rental application for HOME-assisted Units will be used to determine initial tenant eligibility and conformance with HOME affordability requirements and 275 of 545

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Exhibit B – Affordability Requirements

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that each tenant recertification is conducted using current HOME income and rent limits to assure compliance with HOME Regulations.

Income determination and rental rate adjustments will occur upon annual lease renewal. Any increase in rents for HOME-assisted Units is subject to the provisions of existing leases, including the provision that rents may not be adjusted until leases are renewed. Developer must provide tenants with not less than thirty (30) days prior written notice before implementing any increase in rents.
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PROMISSORY NOTE

TO THE HOUSING AUTHORITY

OF THE CITY OF GLENDALE
(LMIHAF)

3% Interest Glendale, California
$1,300,000 _____________________, 2022

FOR VALUE RECEIVED, LINC-CORE PIONEER LP, a California limited partnership (“Borrower”), hereby promises to pay to the HOUSING AUTHORITY OF THE CITY OF GLENDALE (“Authority”), a public body, corporate and politic, or order, a principal amount of One Million Three Hundred Thousand Dollars ($1,300,000), being the principal amount of the Authority’s loan of LMIHAF construction to permanent funds (the “LMIHAF Loan”). This Note is given pursuant to that certain Affordable Housing Agreement dated as of November 18, 2022, between Borrower and the Authority (the “Affordable Housing Agreement”) and evidences the LMIHAF Loan to Borrower, which provides part of the financing for the acquisition and development of that certain real property located at 515 Pioneer in the City of Glendale, legally described in the Deed of Trust securing this Note (the “Property”). The obligation of Borrower to Authority hereunder is subject to the terms of the Affordable Housing Agreement, this Note and the following instruments, each dated on or about the date hereof, and, where applicable, executed and delivered by Borrower for the purpose of securing this Note: an Agreement Containing Covenants (Including Rental Restrictions) (“Agreement Containing Covenants ”); a Subordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) (“ Authority Deed of Trust ”); an Assignment of Rents and Leases ( “Assignment of Rents”); an Assignment of Agreements (“Assignment of Agreements”); and a UCC-1 Financing Statement. Said documents are public records on file in the offices of Authority, and the provisions of said documents are incorporated herein by this reference. The Borrower will pay interest at the rate, in the amount and at the time hereinafter provided.

1. Capitalized terms not otherwise defined herein will have the meaning ascribed to such term s in the Affordable Housing Agreement. In addition, the following terms have the following meanings:
“Acquisition and Development Costs” means the total cost of acquiring the Property and developing and constructing the Improvements thereon, in accordance with the Affordable Housing Agreement.

“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with another Person. The term “control” as used in the immediately preceding sentence, means the power to direct the management or the power to control election of the board of directors. It will be a presumption that control with respect to a corporation or limited liability company is the right to exercise or control, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the co ntrolled corporation or limited liability company, and, with 277 of 545

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respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the management or p olicies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Borrower.

“Annual Financial Statement” means the annual audited financial statement of Revenue and Operating Expenses and balance sheet for the Improvements, prepared at the Borrower’s expense, by an independent certified public accountant reasonably acceptable to the Authority, which will form the basis for determining the Residual Receipts.

“Authority Deed of Trust” means the Su bordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) executed by Borrower in favor of Authority and dated on or about the date hereof, which secures this Note and the LMIHAF Loan evidenced hereby.

“Authority’s Share of Residual Receipts” will have the meaning set forth in Section 8, below.

“Construction Financing Event” means the point in time when all conditions precedent to the release of the Construction Loan funds and the Authority Loan funds have been satisfied, in accordance with the Affordable Housing Agreement.

“Construction Loan” means the Construction Period loan t o be made to Borrower by Bank of America, N.A., in its capacity as Servicer of the Construction Period Loan (together with its successors and assigns, “ Construction Lender”) at the time of the Construction Financing Event, secured by the Construction Loan Deed of Trust.

“Construction Loan Deed of Trust” means the deed of trust securing the Construction Loan that is first in priority.

“Construction Period ” means the period of time commencing upon the Construction Financing Event and ending upon the repayment of the Construction Loan and the funding of the Permanent Loan.

“Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be fund ed upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full.

“Deferred Developer Fee” means that portion of the Developer Fee which was not paid prior to the date of Conversion and which will be paid from the Revenue remaining after payment of Operating Expenses, prior to any payment of Residual Receipts to the Authority. The term “Deferred Developer Fee” will include any loan or capital contribution made by a partner of Borrower to pay such deferred fee.
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“Developer Equity” means funds provided by the Borrower for payment of Acquisition and Development Costs and will not include the Senior Loan, the LMIHAF Loan, the Measure S Loan, the HOME Loan or any other borrowed funds, and will include the Deferred Developer Fee, the Investor Limited Partner’s capital contribution, as well as any other funds of the Borrower.

“Developer Fee” means the fee in the amount set forth in the Project Budget.

“Environmental Indemnity” means the indemnity in the form attached to the Affordable Housing Agreement as Attachment No. 18, which is incorporated herein by this reference.

“General Partner” means, individually and collectively, LINC Pioneer LLC, a California limited liability company and NCRC Pioneer GP LLC, a California limited liability company, and the authorized successors and assigns of each.

“HOME Loan” means the loan from the Authority to Borrower pursuant to the Affordable Housing Agreement as amended from time to time, in the amount of $2,000,000, which is evidenced by the HOME Loan Note and secured by the lien of the Authority Deed of Trust that is second in priority to the lien of the Senior Loan Deed of Trust.

“HOME Note” means the Promissory Note dated as of the date hereof, evi dencing the HOME Loan.

“Improvements” means the 340-unit residential development and ancillary facilities to be constructed on the Property, all as described in the Affordable Housing Agreement.

“Investor Limited Partner ” means Bank of America, N.A., a national banking association, and Banc of America CDC Special Holding Company, Inc., a North Caroline corporation, and each of its authorized successors and assigns.

“LMIHAF Loan” means the loan made by the Authority to Borrower in the maximum amount of $1,300,000, which is evidenced by this Note and secured by the Authority Deed of Trust.

“LMIHAF Loan Documents ” means this Note, the Authority Deed of Trust, the Agreement Containing Covenants, the Assignment of Rents, the Assignment of Agreements, the Environmental Indemnity, and the UCC -1 Financing Statement, each dated on or about the date hereof.

“LMIHAF Note” means t his Note dated as of the date hereof, evidencing the LMIHAF Loan.

“Low Income Housing Tax Credits” means tax credits authorized by the Tax Reform Act of 1986 and governed by Section 42 of the Internal Revenue Code. 279 of 545

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“Measure S Loan” means the loan made by the Authority to Borrower in the maximum amount of $25,100,000, which is evidenced by the Measure S Note and secured by the Authority Deed of Trust.

“Measure S Note” means the Promissory Note dated as of the date hereof, evidencing the Measure S Loan.

“Net Proceeds” means the proceeds of a sale, transfer or refinancing, less the customary and reasonable costs of the transaction.

“Operating Expenses” means actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance and management of the Property that are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles, expressly including, without limitation, payment of the following:

a. Principal and interest and all periodic fees and costs due and payable on the Senior Loan;
b. Property and other taxes and assessments imposed on the Project; c. A general partner partnership management fee to the General Partner of Borrower not to exceed $15,000 per year, to be increased at an annual rate of three percent (3%), which will accrue to the extent not paid;
d. General administrative expenses including but not limited to advertising and marketing, security services and systems and similar customary administrative expenses;
e. Maintenance and repair including but not limited to pest control, landscaping and grounds maintenance, painting and decorating, cleaning, common systems repairs, general repairs, janitorial, supplies, and similar customary services; f. Cash deposited into a replacement reserve fund in the amount of at least $250 per unit per year;
g. Cash deposited i nto an operating reserve fund in such reasonable amounts as are required by Project lenders, the California Tax Credit Allocation Committee, and the Investor Limited Partner from time to time, and approved by the Authority; h. Utility services not paid for di rectly or reimbursed by tenants, including but not limited to water, sewer, trash collection, gas and electricity; i. License or certificate of occupancy fees required for operation of the Project; j. Premiums for property damage and liability insurance; k. Cable television, satellite and similar services;
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l. Recreational amenities, supplies and services;
m. Reasonable property management fee payable to National CORE or other third party property manager acceptable to the Authority in an annual amount equal to

5.0% of Income (gross revenues from all leases and rents of all tenants occupying the Project; storage rental and payments or rentals received from concessionaires, licensees or lessees for the use or occupancy of the Project) pursuant to a management contract approved by the Authority;

n. A reasonable resident services coordinator fee payable to a coordinator acceptable to the Authority;
o. Purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings (other than from reserves);
p. Fees and expenses of accountants, attorneys, consultants and other professionals, including annual audits and tax return preparation costs payable to a third party; q. An Asset Management Fee to Borrower’s Limited Partner in an amount not to exceed $7,500 per year, to be increased at an annual rate of three percent (3%); and r. A Project monitoring fee to the Authority in an amount equal to $ 100 per unit per year, as such fee is adjusted annually by the City.

Operating Expenses will not include the following: depreciation, amortization, depletion or other non-cash expenses, any amount expended from a reserve account, or the repayment under Borrower’s partnership agreement of operating expense loans or development deficit loans.

Operating Expenses will be subject to the reasonable approval of the Authority.

“Permanent Loan” means the initial permanent loan to be made to Borrower by CalHFA (together with its successors and assigns, “ Permanent Lender”) at Conversion, secured by the Permanent Loan Deed of Trust.

“Permanent Loan Deed of Trust ” means the leasehold deed of trust securing the Permanent Loan that is first in priority.

“Permanent Period” means the period of time commencing upon the repayment of the Construction Loan and the funding of the Permanent Loan and payment of the Limited Partner Capital Contribution.

“Permitted Transfer” means any of the following, provided (except for subsection f. below) Borrower, a General Partner of Borrower, or an Affiliate of such General Partner, retains day-to-day control over management and operations of the Property and the Improvements and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti - Terrorism Laws:
a. An assignment of the Affordable Housing Agreement and Borrower’s interests in the Property to an Affiliate or a conveyance back from the Affiliate to Borrower; 281 of 545

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b. A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Senior Loan;
c. The inclusion of equity participation in the Project by addition of limited partners to Borrower’s partnership or similar mechanism, and transfers of limited partnership interests in Borrower’s partnership;
d. The lease for occupancy of all or any part of the Improvements on the Property in accordance with the Affordable Housing Agreement;
e. The granting of easements or permits to facilitate the development of the Property in accordance with the Affordable Housing Agreement;
f. The withdrawal, removal and/or replacement of a general partner of Borrower’s partnership pursuant to the terms of Borrower’s partnership agreement, or a conveyance of Borrower’s interest in the Property and the Improvements and a transfer of limited partnership interests to a general part ner pursuant to the option provided to that partner in Borrower’s partnership agreement, will not constitute a default under this Note or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loan, provided that any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and g. A transfer approved in writing by Authority’s Executive Director or design ee, at his or her sole discretion.

A trans fer described in clauses a., b., or c. will be subject to the reasonable approval of the Authority Executive Director or designee; provided that, the Authority approves the transfer of limited partner interests in Borrower’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits and does not otherwise result in increased equity participation in Borrower, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.

“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign.

“Property” means the real property described as the “Property” in and legally described as set forth in Exhibit “A” of the Authority Deed of Trust.

“Residual Receipts” means the Revenue minus the Operating Expenses, calculat ed on a 12-month basis, minus the theretofore unpaid portion of the Deferred Developers Fee. All calculations of Residual Receipts will be subject to verification and reasonable approval by the Authority.

“Revenue” means the gross rental income from the Improvements, and any other income to the Borrower derived from the ownership, operation and management of the Property, including 282 of 545

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but not limited to the following: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room ma chines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project; and condemnation awards for a taking of part or all of the Project for a temporary period. “ Revenue” will also include the fair market value of any goods or services provided in consideration for the leasing or other use of any portion of the Project, except that the value of services provided by on-site manager(s) will not be treated as “Revenue” if no more than one dwelling unit is leased to or otherwise used by on-site manager(s). “Revenue” will not include tenants’ security deposits, proceeds from the Senior Loan, the Authority Loan, Developer Equity, including capital contributions or similar advances, or interest that is earned on and allocated to reserve accounts.

“Senior Loan” means the Construction Period loan made by Construction Lender (in its capacity as Servicer of the Construction Period l oan) to Borrower in the approximate amount of $91,645,016 and the Permanent Loan to be made by Permanent Lender to Borrower to repay all or part of the Construction Loan in the approximate amount of $30,757,000, which will be secured by a deed of trust that is senior and superior to the Authority Deed of Trust, or any other loan secured by a deed of trust or other instrument to which the Authority agrees, in its sole discretion, to subordinate this Note and the Authority Deed of Trust.

“Term” of this Note means a term that expires on the fifty-fifth (55th) anniversary of the date of Conversion.

“Transfer” will have the meaning set forth in Section 11.e of this Note.

2. This Note evidences the obligation of the Borrower to the Housing Authority for the repayment of the LMIHAF Loan. None of the funds provided pursuant to the LMIHAF Loan were funded directly or indirectly with any obligation the interest on which is exempt from tax under Section 103 of the Internal Revenue Code of 1986, as amended, or pursuant to any United States government federal source.

3. This Note is payable at th e principal office of Authority , 141 North Glendale Avenue, Glendale, California 91206, or at such other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States.

4. This Note is secured by the Authority Deed of Trust.

5. This Note will bear three percent (3%) simple interest.

6. Except in the event of a default described in Section 7 hereof, no payments will be due and payable under this Note except to the extent of (a) the Authority’s Share of Residual Receipts as described in Section 8, below, and (b) any refinancing, Cost Savings or Additional Proceeds, subject to the limitations set forth in Section 10, below. 283 of 545

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7. The entire unpaid principal balance of this Note and any accrued but unpaid interest will be due and payable upon the expiration of the Term hereof, or immediately upon the occurrence of either of the following:
a. if the Property or any portion thereof or interest therein is sold, transferred, assigned or refinanced, without the prior written approval of the Authority , except as otherwise permitted in this Note; or
b. if there is a default by the Borrower under the terms of this Note, the Authority Deed of Trust, the A ffordable Housing Agreement , the Agreement Containing Covenants, or any deed of trust or other instrument securing the Senior Loan or other obligations secured by a deed of trust on the Property, which is not cured within the respective time period provided herein and therein.

8. Prior to the expiration of the Term hereof, Borrower will be obligated to repay the LMIHAF Loan exclusively from the Authority’s Share of Residual Receipts, as follows:
a. Annually, not later than the thirtieth (30th) day of April, beginning with the year following the year in which Conversion occurs, Borrower will submit to Authority an audited Annual Financial Statement for the preced ing calendar year, prepared by a certified public accountant reasonably acceptable to the Authority, determining the amount of Residual Receipts, if any, generated in that year, together with payment of the Authority ’s Share of such Residual Receipts. The first such Annual Financial Statement will be for the partial year beginning on the date of Conversion and ending on December 31 of that year. The Authority will review and approve such Annual Financial Statement, or request reasonable revisions, within 30 days after receipt. If as the result of the Authority’s review of the statement, there is an increase in the amount of any payment due and payable to Authority (as the result, for example, of a determination that the actual amount of Residual Receipts to which the Authority is entitled exceeds the amount of Authority’s Share of Residual Receipts shown in the Annual Financial Statement submitted by Borrower), Borrower will promptly pay to the Authority the difference, with interest, from the date on which such payment was due, at the rate of one percent (1%) over the Prime Rate announced by Bank of America, but in any event within ten (10) days of notice of such increase. b. The Authority’s Share of Residual Receipts to be applied to this Note, the LMIHAF Note, and the HOME Note will be fifty percent (50%) of Residual Receipts; provided, however, until the payment in full of that certain loan from the CalHFA Mixed -Income Program (MIP) to the Borrower of Ten Million Two Hundred Three Thousand and Six Hundred Twenty - Five Dollars ($10,203,625) for the Project, as documented in a separate loan agreement dated on or about the date hereof between CalHFA and Borrower (“MIP Loan”), the Authority’s Share of Residual Receipts shall be reduced to thirty-six and eight-tenths percent ( 36.8%) of Residual Receipts (assuming an MIP Loan amount of $10,203,625) or such other percentage amount such that the Authority Loan and the MIP Loan share 50% of Residual Receipts on a pro rata basis. At such time as the MIP Loan is repaid, Authority’s Share of Residual Receipts shall return to fifty percent (50%) of Residual Receipt s. The Authority’s Share of Residual Receipts will be applied to the HOME Note, the LMIHAF Note, and the Measure S Note on a pro rata basis. 284 of 545

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9. All payments applied to this Note will be applied first to penalties and late fees, then to interest, then to reduce the principal amount owed.

10. The LMIHAF Loan evidenced by this Note is based on the assumption that, upon completion and stabilization, all Acquisition and Development Costs will be $167,926,758 and the maximum amount of the Permanent Loan to be secured by a first priority deed of trust will be $30,757,000. To induce Authority to make the LMIHAF Loan evidenced hereby, Borrower covenants and agrees as follows:
a. If Borrower obtains a Permanent Loan in a principal amount in excess of $30,757,000, Borrower will apply an amount equal to fifty percent (50%) of the proceeds thereof in excess of $30,757,000 (the “Additional Proceeds”) to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan, except to the extent such Additional Proceeds are needed to either pay for cost overruns for which no other funds are available (other than from Borrower’s general partners) or to compensate for reductions in other permanent financing sources . If at any time Borrower refinances the Permanent Loan, Borrower will apply the Net Proceeds of any such refinancing first to pay previously incurred Operating Expenses (as defined above) still owing, then fifty percent (50%) of the balance will be paid to the Authority to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
b. If there are Cost Savings with respect to the Project, the following will occur: (1) to the extent of fifty percent (50%) of the Cost Savings, any undisbursed amount of the Authority Loan plus any undisbursed capital contributions made by Borrower’s Investor Limited Partner will be released to the Authority as a payment of accrued interest on and then reduction of the principal amount of the Authority Loan; and (2) each Lender’s unfunded commitment will terminate. For purposes hereof, “Cost Savings”, shall mean the difference between the total sources of funds and the total cost of development as shown in the Borrower’s cost certification contained in Borrower’s application to the California Tax Credit Allocation Committee for a Form 8609 for the Project (“Tax Credit Report”); provided, however, the Cost Savings will be adjusted to take into account (i) the loss of any equity investment due to an adjustment in the allowable tax credits; provided that the tax credit factor applied to the required equity contribution will be as set forth in Borrower’s limited partnership agreement; and (ii) any reduction in the first mortgage loan required by the Senior Loan Documents. The amount payable to Authority under this paragraph will be paid within sixty (60) days following submittal of the Tax Credit Report to the California Tax Credit Allocation Committee.

11. Prohibitions on Transfer.
a. Prior to the repayment in full of the LMIHAF Loan and expiration of the Term of the Agreement Containing Covenants , the Borrower must not, except for Permitted Transfers or as permitted by the Affordable Housing Agreement, assign or attempt to assign the Affordable Housing Agreement or this Note or any right therein or herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property (referred to hereinafter as a “Transfer ”), without prior written approval of the Authority, except as 285 of 545

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expressly permitted by the Affordable Housing Agreement or this Note. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Authority shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein.

b. Proposed transferees (other than an Affiliate of Borrower) must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Authority, to fulfill Borrower’s obligations undertaken in the Affordable Housing Agreement, the Agreement Containing Covenants, and this Note. A proposed transferee (including an Affiliate of Borrower), by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Authority must expressly assume all of Borrower’s obligations under the Affordable Housing Agreement, the Agreement Containing Covenants, and this Note and agree to be subject to all conditions and restrictions applicable to Borrower. There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Borrower in writing. If consent should be given, such transfer will be subject to this Section 11. c. In the absence of specific written agreement by the Authority, no unauthorized Transfer, or approval thereof by the Authority , will be deemed to relieve the Borrower or any other party from any obligations under the A ffordable Housing Agreement, the Agreement Containing Covenants, or this Note.
d. In the event of a Transfer prior to the time the LMIHAF Loan is paid in full without the prior written consent of the Authority, the remaining principal balance of the LMIHAF Loan and all accrued but unpaid interest will be immediately due and payable. e. As used herein, “Transfer” means
i. the sale, agreement to sell, transfer or conveyance of the P roperty, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project. ii. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in B orrower, or a conversion of Borrower to an entity form other than that of Borrower at the time of execution of the Affordable Housing Agreement, except that, a cumulative change in ownership interest of a general partner of Borrower of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Note.
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12. The Authority will not unreasonably withhold, condition, or delay its approval of any matter for which its appr oval is required hereunder. The Authority’s disapproval will be in writing and contain the Authority’s reasons for disapproval.

13. The LMIHAF Loan is funded from the Authority’s LMIHAF. Accordingly, Borrower agrees for itself, its successors and assigns that the use of the property will be subject to the restrictions on rent and occupancy set forth in the Agreement Containing Covenants.

14. Subject to the provisions and limitations of this Section 14, the obligation to repay the LMIHAF Loan is a nonrecourse obligation of the Borrower. Borrower and each general partner or limited partner of Borrower will not have any personal liability for repayment of the loan, except as provided in this Section 14. The sole recourse of Authority will be the exercise of its rig hts against the Property and other security for the LMIHAF Loan. Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by this Note or the Authority Deed of Trust; (b) limit the right of the Authority to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under this Note and the Authority Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Borrower; (c) release or impair this Note or the Authority Deed of Trust; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy again st the mortgaged Prope rty or other instrument securing the Note or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of , its remedies in respect of deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing this Note; (f) relieve Borrower of its obligations under an indemnity delivered by Borrower to Authority; or (g) affect in any way the validity of a guarantee or indemnity from any person of all or any of the obligations evidenced and secured by this Note and the Authority Deed of Trust. The foregoing provisions of this paragraph are lim ited by the provision that in the event of the occurrence of a default, Borrower and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Borrower, its principals, shareholders, partne rs or its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after the occurrence of such default , which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital improvements to the mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Borrower in connection with the operation of the mortgaged Property, which are then due and payable. Notwithstanding the first sentence of this paragraph, Authority may recover directly from Borrower or from any other party (other than Borrower’s Investor Limited Partner):
a. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Borrower or a partner, shareholder, officer, director or employee of Borrower, or of a member or general or limited partner of Borrower, or of a general or limited partner of such member or general or limited partner;
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b. damages, costs and expenses incurred by Authority as a result of misappropriation of funds provided for the payment of Acquisition and Development Costs , as described in the Affordable Housing Agreement , rents and revenues from the operation of the Project, or proceeds of insurance policies or condemnation proceeds; c. all amounts owing by Borrower pursuant to the indemnification regarding Hazardous Substances under the Environmental Indemnity, and d. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Borrower’s reasonable court costs and attorneys’ fees if Borrower is the prevailing party in such enforcement or collection action).

15. Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of an extension or extensions of the time of payment or of a due date under this Note, in whole or in part, whether before or after maturity and with or without notice. Borrower hereby agrees to pay all costs and expenses, including reasonable attorney’s fees, which may be incurred by the holder hereof, in the enforcement of this Note, the Authority Deed of Trust or any term or provision of either thereof.

16. Upon the failure of Borrower to perform or observe a term or provision of this Note, or upon the occurrence of an event of default under the terms of the Authority Deed of Trust, the Affordable Housing Agreement, the Agreement Containing Covenants, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, and after expiration of the applicable cure period , the holder may exercise its rights or remedies hereunder or thereunder.

17. Defaults and Remedies.
a. Subject to the extensions of time set forth in Sectio n 18, and subject to the further provisions of this Secti on 17, failure or delay by Borrower to perform a material term or provision of this Note, the Authority Deed of Trust, the A ffordable Housing Agreement, the Agreement Containing Covenants, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, constitutes a default under this Note. b. The Authority will give written notice of default to Borrower, specifying the default complained of by the Authority. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default.
c. Failures or delays by the Authority in asserting its rights and remedies as to a default will not operate as a waiver of default or of such rights or remedies. Delays by the Authority in asserting its rights and remedies will not deprive the Authority of its right to institute and maintain actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies.
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d. If a monetary event of default occurs under the terms of this Note or the Authority Deed of Trust, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, prior to exercising its remedies hereunder or thereunder the Authority will give Borrower, each general partner, and the Investor Limited Partner, concurrent written notice of such default. Borrower will have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by the Authority under this Note and the Authority Deed of Trust. In no event will the Authority be precluded from exercising remedies if its security becomes or is about to become materially impaired by a failure to cure a default or the default is not cured within ten (10) calendar days after the notice of default is received or deemed received.
e. If a non-monetary event of default occurs under the terms of the Affordable Housing Agreement, this Note, the Authority Deed of Trust, the Agreement Containing Covenants, or a document implementing the Affordable Housing Agreement or a deed of trust securing a Senior Loan or other obligations secured by a deed of trust on the Property, prior to exercising its remedies hereunder or thereunder, the Authority will give Borrower, each General Partner, and the Investor Limited Partner, concurrent notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such noti ce is received or deemed received, Borrower will have such period to effect a cure prior to exercise of remedies by the Authority under the Affordable Housing Agreement, the Agreement Containing Covenants, this Note and/or the Authority Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Borrower (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower w ill have such additional time as is reasonably necessary to cure the default prior to the Authority’s exercise of remedies. If Borrower fails to take corrective action or to cure the default within the time set forth above in this Subsection 17.e, the Authority will give Borrower, the Senior Lender, the Investor Limited Partner written notice thereof, whereupon the Investor Limited Partner , subject to the terms of Borrower’s partnership agreement, may take such corrective action, including removing and replacing a general partner. The Investor Limited Partner will have 45 days, or such longer period as is approved by the Authority Executive Director or designee, to remove and replace such general partner of Borrower. The Authority agrees to accept cures tendered by a Senior Lender or the Investor Limited Partner within the time period provided herein. Additionally, in the event the Senior Lender , or Investor Limited Partner is precluded from curing a non - monetary default due to a bankruptcy, injunction, or similar proceeding by or against Borrower or a general partner , the Authority agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which such party is so precluded from acting, not to exceed 90 days or such additional time as is reasonably approved by the Authority Executive Director or designee, provided such Senior Lender or Investor Limited Partner is otherwise in compliance with the foregoing provisions. In no event will Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Authority Executive Director or designee.
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f. A notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; a notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service) , will be deemed received on the documented date of receipt by Borrower; and a notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof. Notices will be sent to the following addresses:

To Authority:

HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
Facsimile: 818-548-3724

With a copy to:

KANE, BALLMER & BERKMAN
515 S. Figueroa St., Suite 780
Los Angeles, California 90071-3301
Attention: Susan Apy

To Borrower:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Chief Financial Officer

Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

With a copy to:

Gubb & Barshay LLP
235 Montgomery Street
Suite 1110
San Francisco, CA 94104
Attn: Lauren B. Fechter
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And

Bank of America, N.A.

MAI-225-02-02 225
Franklin Street Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MAI-225-02-02 225
Franklin Street 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. (Ref: B0965-0684)

18. Notwithstanding specific provisions of this Note, Borrower will not be deemed to be in default for failure to perform a non-monetary obligation hereunder where delays or defaults are due to war, insurrection, strikes, lock -outs, riots, floods, earthquakes, fires, casualties, act s of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, material or tools, delays o f any contractor, sub- contractor or supplier, acts of the Authority or any other public or governmental Authority or entity, or any causes beyond the control or without the fault of the Borrower. An extension of time for any such cause (a “Force Majeure Delay”) will be for the period of the enforced delay and will commence to run from the time of the commencement of the cause, if notice by Borrower is sent to the Authority within fifteen (15) days of knowledge of the commencement of the cause. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Delay unless and until Borrower delivers to the Authority written notice describing the event, its cause, when and how Borrower obtained knowledge, the date and the event commenced, and the estimated delay resulting therefrom. Borrower will deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event. Times of performance under this Note may also be extended in writing by the Authority and Borrower, such revision approval may be denied by either party in its sole discretion.
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19. If the rights created by this Note are held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the remaining obligations must be completely performed and paid.

20. The Authority Deed of Trust securing this Note and all other LMIHAF Loan Documents, except the Agreement Containing Covenants, have been made subordinate and junior to the claims, liens or charges of the Construction Loan Deed of Trust and all other instruments securing the Construction Loan by that certain Subordination Agreement by and among Authority, Borrower and Construction Lender which is being recorded concurrently with the execution and delivery of this Note and the recordation of the Authority Deed of Trust and will also be subordinate and junior to the claims, liens or charges of the Permanent Loan Deed of Trust and all other instruments securing the Permanent Loan.

21. The Authority agrees that the lien of the Authority Deed of Trust will be subordinate to the extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the “Extended Use Agreement”) recorded against the Project; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under the Authority Deed of Trust or upon a transfer of the Project by instrument in lieu of foreclosure or comparable conversion of the Loan, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. The following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended, will also apply: for a period of three (3) years from the date of foreclosure, with respect to any unit that had been regulated by the Extended Use Agreement, (i) none of the tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. Borrower acknowledges and agrees that a default, event of default, or breach (however such terms may be defined) under the Extended Use Agreement will be an event of default under this Note and the Authority Deed of Trust and that all costs, damages or other amounts, including reasonable attorneys ’ fees incurred by the Authority as a result of an event of default by Borrower, and all amounts paid by Authority to cure a default under the Extended Use Agreement will be an obligation of Borrower and become a part of the debt evidenced by this Note and secured by the Authority Deed of Trust.

22. With regard to an approval, consent , or other determination by the Authority required under this Note or the other LMIHAF Loan Documents, the Authority will act reasonably and in good faith.

23. Borrower will have the right to prepay the obligation evidenced by this Note, or any part thereof, without penalty. However, prepayment of the obligation evidenced by this Note prior to the expiration of the term of the Agreement Containing Covenants will not entitle Borrower to a reconveyance of the Authority Deed of Trust.

24. This Note may be executed by each signatory on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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S-1

IN WITNESS WHEREOF Borrower has executed this Note as of the day and year first set forth above.

BORROWER

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development

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PROMISSORY NOTE

TO THE HOUSING AUTHORITY

OF THE CITY OF GLENDALE
(MEASURE S FUNDS)

3% Interest Glendale, California
$25,100,000 _____________________, 2022

FOR VALUE RECEIVED, LINC-CORE PIONEER LP, a California limited partnership (“Borrower”), hereby promises to pay to the HOUSING AUTHORITY OF THE CITY OF GLENDALE (“Authority”), a public body, corporate and politic, or order, a principal amount of Twenty Five Million One Hundred Thousand Dollars ($25,100,000), being the principal amount of the Authority’s loan of Measure S combined acquisition and construction to permanent funds (the “Measure S Loan”). This Note is given pursuant to that certain A ffordable Housing Agreement dated as of November 18, 2022, between Borrower and the Authority (the “Affordable Housing Agreement”) and evidences the Measure S Loan to Borrower, which provides part of the financing for the acquisition and development of that certain real property located at 515 Pioneer in the City of Glendale, legally described in the Deed of Trust securing this Note (the “Property”). The obligation of Borrower to Authority hereunder is subject to the terms of the Affordable Housing Agreement, this Note and the following instruments, each dated on or about the date hereof, and, where applicable, executed and delivered by Borrower for the purpose of securing this Note: an Agreement Containing Covenants (Including Rental Restrictions) (“Agreement Containing Covenants ”); a Subordinate d Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) ( “Authority Deed of Trust ”); an Assignment of Rents and Leases ( “Assignment of Rents ”); an Assignment of Agreements (“Assignment of Agreements”); and a UCC-1 Financing Statement. Said documents are public records on file in the offices of Authority , and the provisions of said documents are incorporated herein by this reference. The Borrower will pay interest at the rate, in the amount and at the time hereinafter provided.

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the voting rights attributable to the co ntrolled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the management or p olicies of the controlled entity. For purposes of this definition, each general partner will be considered an “Affiliate” of Borrower.

“Authority’s Share of Residual Receipts” will have the meaning set forth in Section 8, below.

“Construction Loan” means the Construction Period loan to be made to Borrower by Bank of America, N.A., in its capacity as Servicer of the Construction Period Loan (together with its successors and assigns, “ Construction Lender”) at the time of the Construction Financing Event, secured by the Construction Loan Deed of Trust.

“Construction Loan Deed of Trust” means the deed of trust securing the Construction Loan that is first in priority.

“Construction Period ” means the period of time commencing upon the Cons truction Financing Event and ending upon the repayment of the Construction Loan and the funding of the Permanent Loan.

“Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be funded upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full.

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“Deferred Developer Fee” will include any loan or capital contribution made by a partner of Borrower to pay such deferred fee.

“Developer Fee” means the fee in the amount set forth in the Project Budget.

“Environmental Indemnity” means the indemnity in the form attached to the Affordable Housing Agreement as Attachment No. 18, which is incorporated herein by this reference.

“HOME Note” means the Promissory Note dated as of the date hereof, evidencing the HOME Loan.

“Improvements” means the 340-unit residential development and ancillary facilities to be constructed on the Property, all as described in the Affordable Housing Agreement.

“LMIHAF Loan” means the loan made by the Authority to Borrower in the maximum amount of $1,300,000, which is evidenced by the LMIHAF Note and secured by the Authority Deed of Trust.

“LMIHAF Note” means the Promissory Note dated as of the date hereof, evidencing the LMIHAF Loan.

“Low Income Housing Tax Credits” means tax credits authorized by the Tax Reform Act of 1986 and governed by Section 42 of the Internal Revenue Code.

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“Measure S Loan” means the loan made by the Authority to Borrower in the maximum amount of $25,100,000, which is evidenced by this Note and secured by the Authority Deed of Trust.

“Measure S Loan Documents ” means this Note, the Authority Deed of Trust, the Agreement Containing Covenants, the Assignment of Rents, the Assignment of Agreements, t he Environmental Indemnity, and the UCC -1 Financing Statement, each dated on or about the date hereof.

“Measure S Note” means this Note dated as of the date hereof, evidencing the Measure S Loan.

“Net Proceeds” means the proceeds of a sale, transfer or refinancing, less the customary and reasonable costs of the transaction.

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i. License or certificate of occupancy fees required for operation of the Project; j. Premiums for property damage and liability insurance; k. Cable television, satellite and similar services;
l. Recreational amenities, supplies and services;
m. Reasonable property management fee payable to National CORE or other third party property manager acceptable to the Authority in an annual amount equal to

Operating Expenses will be subject to the reasonable approval of the Authority.

“Permanent Loan Deed of Trust ” means the leasehold deed of trust securing the Permanent Loan that is first in priority.

“Permanent Period” means the period of time commencing upon the repayment of the Construction Loan and the funding of the Permanent Loan and payment of the Limited Partne r Capital Contribution.

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further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti - Terrorism Laws:
a. An assignment of the Affordable Housing Agreement and Borrower’s interests in the Property to an Affiliate or a conveyance back from the Affiliate to Borrower; b. A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Senior Loan;
c. The inclusion of equity participation in the Project by addition of limited partners to Borrower’s partnership or similar mechanism, and transfers of limited partnership interests in Borrower’s partnership;
d. The lease for occupancy of all or any part of the Improvements on the Property in accordance with the Affordable Housing Agreement;
e. The granting of easements or permits to facilitate the development of the Property in accordance with the Affordable Housing Agreement;
f. The withdrawal, removal and/or replacement of a general partner of Borrower’s partnership pursuant to the terms of Borrower’s partnership agreement, or a conveyance of Borrower’s interest in the Property and the Improvements and a transfer of limited partnership interests to a g eneral partner pursuant to the option provided to that partner in Borrower’s partnership agreement, will not constitute a default under this Note or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loan, provided that any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and g. A transfer approved in writing by Authority’s Executive Director or designee, at his or her sole discretion.

A transfer described in clauses a., b., or c. will be subject to the reasonable approval of the Authority Executive Director or designee; provided that, the Authority approves the transfer of limited partner interests in Borrower’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits and does not otherwise result in increased equity participation in Borrower, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.

“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign.

“Property” means the real property described as the “Property” in and legally described as set forth in Exhibit “A” of the Authority Deed of Trust.

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“Revenue” means the gross rental income from the Improvements, and any other income to the Borrower derived from the ownership, operation and management of the Property, including but not limited to the following: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received for the dwelling units, deposit s forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceed s of casualty insurance to the extent not utilized to repair or rebuild the Project; and condemnation awards for a taking of part or all of the Project for a temporary period. “Revenue” will also include the fair market value of any goods or services provided in consideration for the leasing or other use of any portion of the Project, except that the value of services provided by on-site manager(s) will not be treated as “Revenue” if no more than one dwelling unit is leased to or otherwise used by on-site manager(s). “Revenue” will not include tenants’ security deposits, proceeds from the Senior Loan, the Authority Loan, Developer Equity, including capital contributions or similar advances, or interest that is earned on and allocated to reserve accounts.

“Senior Loan” means the Construction Period loan made by Construction Lender (in its capacity as Servicer of the Construction Period loan) to Borrower in the approximate amount of $91,645,016 and the Permanent Loan to be made by Permanent Lender to Borrower to repay all or part of the Construction Loan in the approximate amount of $30,757,000, which will be secured by a deed of trust that is senior and superior to the Authority Deed of Trust, or any other loan secured by a deed of trust or other instrument to which the Authority agrees, in its sole discretion, to subordinate this Note and the Authority Deed of Trust.

“Term” of this Note means a term that expires on the fifty-fifth (55th) anniversary of the date of Conversion.

“Transfer” will have the meaning set forth in Section 11.e of this Note.

2. This Note evidences the obligation of the Borrower to the Housing Authority for the repayment of the Measure S Loan. None of the funds provided pursuant to the Measure S Loan were funded directly or indirectly with any obligation the interest on which is exempt from tax under Section 103 of the Internal Revenue Code of 1986, as amended, or pursuant to any United States government federal source.

3. This Note is payable at the principal office of Authority , 141 North Glendale Avenue, Glendale, California 91206, or at such other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States. 300 of 545

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4. This Note is secured by the Authority Deed of Trust.

5. This Note will bear three percent (3%) simple interest.

6. Except in the event of a default described in Section 7 hereof, no payments will be due and payable under this Note except to the extent of (a) the Authority’s S hare of Residual Receipts as described in Section 8, below, and (b) any refinancing, Cost Savings or Additional Proceeds, subject to the limitations set forth in Section 10, below.

8. Prior to the expiration of the Term hereof, Borrower will be obligated to repay the Measure S Loan exclusively from the Authority’s Share of Residual Receipts, as follows:
a. Annually, not later than the thirtieth (30th) day of April, beginning with the year following the year in which Conversion occurs, Borrower will submit to Authority an audited Annual Financial Statement for the pre ceding calendar year, prepared by a certified public accountant reasonably acceptable to the Authority, determining the amount of Residual Receipts, if any, generated in that year, together with payment of the Authority ’s Share of such Residual Receipts. The first such Annual Financial Statement will be for the partial year beginning on the date of Conversion and ending on December 31 of that year. The Authority will review and approve such Annual Financial Statement, or request reasonable revisions, within 30 days after receipt. If as the result of the Authority’s review of the statement, there is an increase in the amount of any payment due and payable to Authority (as the result, for example, of a determination that the actual amount of Residual Receipts to which the Authority is entitled exceeds the amount of Authority’s Share of Residual Receipts shown in the Annual Financial Statement submitted by Borrower), Borrower will promptly pay to the Authority the difference, with interest, from the date on which such payment was due, at the rate of one percent (1%) over the Prime Rate announced by Bank of America, but in any event within ten (10) days of notice of such increase. b. The Authority’s Share of Residual Receipts to be applied to this Note, the LMIHAF Note, and the HOME Note will be fifty percent (50%) of Residual Receipts; provided, however, until the payment in full of that certain loan from the CalHFA Mixed -Income Program 301 of 545

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(MIP) to the Borrower of Ten Million Two Hundred Three Thousand and Six Hundred Twenty - Five Dollars ($10,203,625) for the Project, as documented in a separate loan agreement dated on or about the date hereof between CalHFA and Borrower (“MIP Loan”), the Authority’s Share of Residual Receipts shall be reduced to t hirty-six and eight-tenths percent ( 36.8%) of Residual Receipts (assuming an MIP Loan amount of $10,203,625) or such other percentage amount such that the Authority Loan and the MIP Loan share 50% of Residual Receipts on a pro rata basis. At such time as the MIP Loan is repaid, Authority’s Share of Residual Receipts shall return to fifty percent (50%) of Residual Receipt s. The Authority’s Share of Residual Receipts will be applied to the HOME Note, the LMIHAF Note, and the Measure S Note on a pro rata basis.

9. All payments applied to this Note will be applied first to penalties and late fees, then to interest, then to reduce the principal amount owed.

10. The Measure S Loan evidenced by this Note is based on the assumption that, upon completion and stabilization, all Acquisition and Development Costs will be $167,926,758 and the maximum amount of the Permanent Loan to be secured by a first priority deed of trust will be $30,757,000. To induce Authority to make the Measure S Loan evidenced hereby, Borrower covenants and agrees as follows:
a. If Borrower obtains a Permanent Loan in a principal amount in excess of $30,757,000, Borrower will apply an amount equal to fifty percent (50%) of the proceeds thereof in excess of $30,757,000 (the “Additional Proceeds”) to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan, except to the extent such Additional Proceeds are needed to either pay for cost overruns for which no other funds are available (other than from Borrower’s general partners) or to compensate for reductions in other permanent financing sources . If at any time Borrower refinances the Permanent Loan, Borrower will apply the Net Proceeds of any such refinancing first to pay previously inc urred Operating Expenses (as defined above) still owing, then fifty percent (50%) of the balance will be paid to the Authority to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
b. If there are Cost Savings with respect to the Project, the following will occur: (1) to the extent of fifty percent (50%) of the Cost Savings, any undisbursed amount of the Authority Loan plus any undisbursed capital contributions made by Borrower’s Investor Limited Partner will be released to the Authority as a payment of accrued interest on and then reduction of the principal amount of the Authority Loan; and (2) each Lender’s unfunded commitment will terminate. For purposes hereof, “Cost Savings”, shall me an the difference between the total sources of funds and the total cost of development as shown in the Borrower’s cost certification contained in Borrower’s application to the California Tax Credit Allocation Committee for a Form 8609 for the Project (“Tax Credit Report”); provided, however, the Cost Savings will be adjusted to take into account (i) the loss of any equity investment due to an adjustment in the allowable tax credits; provided that the tax credit factor applied to the required equity contribution will be as set forth in Borrower’s limited partnership agreement; and (ii) any reduction in the first mortgage loan required by the Senior Loan Documents. The amount payable to Authority under this paragraph 302 of 545

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will be paid within sixty (60) days following submittal of the Tax Credit Report to the California Tax Credit Allocation Committee.

11. Prohibitions on Transfer.
a. Prior to the repayment in full of the Measure S Loan and expiration of the Term of the Agreement Containing Covenants , the Borrower must not, except for Permitted Transfers or as permitted by the Affordable Housing Agreement, assign or attempt to assign the Affordable Housing Agreement or this Note or any right therein or herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property (referred to hereinafter as a “Transfer ”), without prior written approval of the Authority, except as expressly permitted by the Affordable Housing Agreement or this Note. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Authority shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein.

b. Proposed transferees (other than an Affiliate of Borrower) must have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Authority, to fulfill Borrower’s obligations undertaken in the Affordable Housing Agreement, the Agreement Containing Covenants, and this Note. A proposed transferee (including an Affiliate of Borrower), by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Authority mus t expressly assume all of Borrower’s obligations under the Affordable Housing Agreement, the Agreement Containing Covenants, and this Note and agree to be subject to all conditions and restrictions applicable to Borrower. There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Borrower in writing. If consent should be given, such transfer will be subject to this Section 11. c. In the absence of specific written agreement by the Authority, no unauthorized Transfer, or approval thereof by the Authority , will be dee med to relieve the Borrower or any other party from any obligations under the A ffordable Housing Agreement, the Agreement Containing Covenants, or this Note.
d. In the event of a Transfer prior to the time the Measure S Loan is paid in full without the prior written consent of the Authority , the remaining principal balance of the Measure S Loan and all accrued but unpaid interest will be immediately due and payable. e. As used herein, “Transfer” means
i. the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execution of any 303 of 545

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installment sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project. ii. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an int erest in Borrower, or a conversion of Borrower to an entity form other than that of Borrower at the time of execution of the Affordable Housing Agreement, except that, a cumulative change in ownership interest of a general partner of Borrower of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Note.

13. The Measure S Loan is funded from the Authority’s Measure S funds. Accordingly, Borrower agrees for itself, its successors and assigns that the use of the property will be subject to the restrictions on rent and occupancy set forth in the Agreement Containing Covenants.

14. Subject to the provisions and limitations of this Section 14, the obligation to repay the Measure S Loan is a nonrecourse obligation of the Borrower. Borrower and each general partner or limited partner of Borrower will not have any personal liability for repayment of the loan, except as provided in this Section 14. The sole recourse of Authority will be the exercise of its rights against the Property and other security for the Measure S Loan. Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by this Note or the Authority Deed of Trust; (b) limit the right of the Authority to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under this Note and the Authority Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Borrower; (c) release or impair this Note or the Authority Deed of Trust; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the mortgaged Property or other instrument securing the Note or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, its remedies in respect of deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing this Note; (f) relieve Borrower of its obligations under an indemnity delivered by Borrower to Authority; or (g) affect in any way the validity of a guarantee or indemnity from any person of all or any of the obligations evidenced and secured by this Note and the Authority Deed of Trust. The foregoing provisions of this paragraph are limited by the provisi on that in the event of the occurrence of a default, Borrower and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Borrower, its principals, shareholders, partners or its successor s and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after the occurrence of such default , which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital 304 of 545

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improvements to the mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Borrower in connection with the operation of the mortgaged Property, which are then due and payable. Notwithstanding the first sentence of this paragraph, Authority may recover directly from Borrower or from any other party (other than Borrower’s Investor Limited Partner):
a. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Borrower or a partner, shareholder, officer, director or employee of Borrower, or of a member or general or limited partner of Borrower, or of a general or limited partner of such member or general or limited partner;
b. damages, costs and expenses incurred by Authority as a result of misappropriation of funds provided for the payment of Acquisition and Development Costs , as described in the Affordable Housing Agreement , rents and revenues from the operation of the Project, or proceeds of insurance policies or condemnation proceeds; c. all amounts owing by Borrower pursuant to the indemnifi cation regarding Hazardous Substances under the Environmental Indemnity, and d. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Borrower’s reasonable court costs and attorneys’ fees if Borrower is the prevailing party in such enforcement or collection action).

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Agreement Containing Covenants, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, constitutes a default under this Note. b. The Authority will give written notice of default to Borrower, specifying the default complained of by the Authority. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default.
c. Failures or delays by the Authority in asserting its rights and remedies as to a default will not operate as a waiver of default or of such rights or remedies. Delays by the Authority in asserting its rights and remedies will not deprive the Authority of its right to institute and maintain actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies.
d. If a monetary event of default o ccurs under the terms of this Note or the Authority Deed of Trust, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, prior to exercising its remedies hereunder or thereunder the Authority will give Borrower, each general partner, and the Investor Limited Partner, concurrent written notice of such default. Borrower will have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by the Authority under this Note and the Authority Deed of Trust. In no event will the Authority be precluded from exercising remedies if its security becomes or is about to become materially impaired by a failure to cure a default or the default is not cured within ten (10) calendar days after the notice of default is received or deemed received.
e. If a non-monetary event of default occurs under the terms of the Affordable Housing Agreement, this Note, the Authority Deed of Trust, the Agreement Containing Covenants, or a document implementing the Affordable Housing Agreement or a deed of trust securing a Senior Loan or other obligations secured by a deed of trust on the Property, prior to exercising its remedies hereunder or thereunder, the Authority will give Borrower, each General Partner, and the Investor Limited Partner, concurrent notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Borrower will have such period to effect a cure prior to exercise of remedies by the Authority under the Affordable Housing Agreement, the Agreement Containing Covenants, this Note and/or the Authority Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Borrower (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower will have such additional time as is reasonably necessary to cure the default prior to the Authority’s exercise of remedies. If Borrower fails to take corrective action or to cure the default within the time set forth above in this Subsection 17.e, the Authority will give Borrower, the Senior Lender, the Investor Limited Partner written notice thereof, whereupon the Investor Limited Partner , subject to the terms of Borrower’s partnership agreement, may take such corrective action, including removing and replacing a general partner. The Investor Limited Partner will have 45 days, or such longer period as is approved by the Authority Executive Director or designee, to remove and replace such general partner of Borrower. The Authority agrees to accept cures tendered by a Senior Lender or the Investor Limited Partner within the time period provided herein. Additionally, 306 of 545

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in the event the Senior Lender , or Investor Limited Partner is precluded from curing a non - monetary default due to a bankruptcy, injunction, or similar proceeding by or against Borrower or a general partner , the Authority agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which such party is so precluded from acting, not to exceed 90 days or such additional time as is reasonably approved by the Authority Executive Director or designee, provided such Senior Lender or Investor Limited Partner is otherwise in compliance with the foregoing provisions. In no event will Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Authority Executive Director or designee.
f. A notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; a notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), will be deemed received on the documented date of receipt by Borrower; and a notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof. Notices will be sent to the following addresses:

To Authority:

HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
Facsimile: 818-548-3724

With a copy to:

KANE, BALLMER & BERKMAN
515 S. Figueroa St., Suite 780
Los Angeles, California 90071-3301
Attention: Susan Apy

To Borrower:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Chief Financial Officer

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Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

With a copy to:

Gubb & Barshay LLP
235 Montgomery Street
Suite 1110
San Francisco, CA 94104
Attn: Lauren B. Fechter

And

Bank of America, N.A.

MAI-225-02-02 225
Franklin Street Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MAI-225-02-02 225
Franklin Street 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. (Ref: B0965-0684)

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acts of the Authority or any other public or governmental Authority or entity, or any causes beyond the control or without the fault of the Borrower. An extension of time for any such cause (a “Force Majeure Delay”) will be for the period of the enforced delay and will commence to run from the time of the commencement of the cause, if notice by Borrower is sent to the Authority within fifteen (15) days of knowledge of the commencement of the cause. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Delay unless and until Borrower delivers to the Authority written notice describing the event, its cause, when and how Borrower obtained knowledge, the date and the event commenced, and the estimated delay resulting therefrom. Borrower will deliver such written notice within fifteen (15) days after it obtains actual knowledge of the event. Times of performance under this Note may also be extended in writing by the Authority and Borrower, such revision approval may be denied by either party in its sole discretion.

20. The Authority Deed of Trust securing this Note and all other Measure S Loan Documents, except the Agreement Containing Covenants, have been made subordinate and junior to the claims, liens or charges of the Construction Loan Deed of Trust and all other instruments securing the Construction Loan by that certain Subordination Agreement by and among Authority, Borrower and Construction Lender which is being recorded concurrently with the execution and delivery of this Note and the recordation of the Authority Deed of Trust and will also be subordinate and junior to the claims, liens or charges of the Permanent Loan Deed of Trust and all other instruments securing the Permanent Loan.

21. The Authority agrees that the lien of the Authority Deed of Trust will be subordinate to the extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the “Extended Use Agreement”) recorded against the Project; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under the Authority Deed of Trust or upon a transfer of the Project by instrument in lieu of foreclosure or comparable conversion of the Loan, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. The following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended, will also apply: for a period of three (3) years from the date of foreclosure, with respect to any unit that had been regulated by the Extended Use Agreement, (i) none of the tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. Borrower acknowledges and agrees that a default, event of default, or breach (however such terms may be defined) under the Extended Use Agreement will be an event of default under this Note and the Authority Deed of Trust and that all costs, damages or other amounts, including rea sonable attorneys’ fees incurred by the Authority as a result of an event of default by Borrower, and all amounts paid by Authority to cure a default under the Extended Use Agreement will be an obligation of Borrower and become a part of the debt evidenced by this Note and secured by the Authority Deed of Trust. 309 of 545

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22. With regard to an approval, consent , or other determination by the Authority required under this Note or the other Measure S Loan Documents, the Authority will act reasonably and in good faith.

24. This Note may be executed by each signatory on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES ON FOLLOWING PAGE]

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S-1

IN WITNESS WHEREOF Borrower has executed this Note as of the day and year first set forth above.

BORROWER

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development

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PROMISSORY NOTE

TO THE HOUSING AUTHORITY

OF THE CITY OF GLENDALE
(HOME PROGRAM FUNDS)

3% Interest Glendale, California
$2,000,000 _____________________, 2022

FOR VALUE RECEIVED, LINC-CORE PIONEER LP, a California limited partnership (“Borrower”), hereby promises to pay to the HOUSING AUTHORITY OF THE CITY OF GLENDALE (“Authority”), a public body, corporate and politic, or order, a principal amount of Two Million Dollars ($2,000,000), being the principal amount of the Authority’s loan of HOME Program construction to permanent funds (the “HOME Loan”). This Note is given pursuant to that certain Affordable Housing Agreement dated as of November 18, 2022, between Borrower and the Authority (the “ Affordable Housing Agreement ”) and evidences the HOME Loan to Borrower, which provides part of the financing for the acquisition and development of that certain real property located at 515 Pioneer in the City of Glendale, legally described in the Deed of Trust securing this Note (the “Property”). The obligation of Borrower to Authority hereunder is subject to the terms of the Affordable Housing Agreement, this Note and the following instruments, each dated on or about the date hereof, and, where applicable, executed and delivered by Borrower for the purpose of securing this Note: an Agreement Containing HOME Program Requirements (“HOME Regulatory Agreement ”); a Subordinate d Leasehold Deed of Trust, Security Agreement and Fix ture Filing (With Assignment of Rents) (“ Authority Deed of Trust ”); an Assignment of Rents and Leases ( “Assignment of Rents ”); an Assignment of Agreements (“Assignment of Agreements”); and a UCC-1 Financing Statement. Said documents are public records on file in the offices of Authority , and the provisions of said documents are incorporated herein by this reference. The Borrower will pay interest at the rate, in the amount and at the time hereinafter provided.

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“Authority’s Share of Residual Receipts” will have the meaning set forth in Section 8, below.

“Construction Loan” means the Construction Period loan to be made to Borrower by Bank of America, N.A., in its capacity as Servicer of the Construction Period Loan (together with its successors and assigns, “ Construction Lender”) at the time of the Construction Financing Event, secured by the Construction Loan Deed of Trust.

“Construction Loan Deed of Trust” means the deed of trust securing the Construction Loan that is first in priority.

“Construction Period ” means the period of time commencing upon the Cons truction Financing Event and ending upon the repayment of the Construction Loan and the funding of the Permanent Loan.

“Conversion” means the point in time when the Permanent Loan has been funded, the additional Limited Partner Capital Contribution has been funded (less that portion, not to exceed 10%, of the Limited Partner Capital Contribution that will be funded upon receipt of Form(s) 8609), and the Construction Loan has been repaid in full.

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“Deferred Developer Fee” will include any loan or capital contribution made by a partner of Borrower to pay such deferred fee.

“Developer Fee” means the fee in the amount set forth in the Project Budget.

“Environmental Indemnity” means the indemnity in the form attached to the Affordable Housing Agreement as Attachment No. 18, which is incorporated herein by this reference.

“HOME Loan” means the loan from the Authority to Borrower pursuant to the Affordable Housing Agreement as amended from time to time, in the amount of $2,000,000, which is evidenced by this Note and secured by the lien of the Authority Deed of Trust that is second in priority to the lien of the Senior Loan Deed of Trust.

“HOME Loan Documents ” means this Note, the Authority Deed of Trust, the HOME Regulatory Agreement, the Assignment of Rents, the Assignment of Agreements, the Environmental Indemnity and the UCC -1 Financing Statement, each dated on or abou t the date hereof.

“HOME Note” means this Note dated as of the date hereof, evidencing the HOME Loan.

“Improvements” means the 340-unit residential development and ancillary facilities to be constructed on the Property, all as described in the Affordable Housing Agreement.

“LMIHAF Loan” means the loan made by the Authority to Borrower in the maximum amount of $1,300,000, which is evidenced by the LMIHAF Note and secured by the Authority Deed of Trust.

“LMIHAF Note” means the Promissory Note dated as of the date hereof, evidencing the LMIHAF Loan.

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“Low Income Housing Tax Credits” means tax credits authorized by the Tax Reform Act of 1986 and governed by Section 42 of the Internal Revenue Code.

“Measure S Loan” means the loan made by the Authority to Borrower in the maximum amount of $25,100,000, which is evidenced by the Measure S Note and secured by the Authority Deed of Trust.

“Measure S Note” means the Promissory Note dated as of the date hereof, evidencing the Measure S Loan.

“Net Proceeds” means the proceeds of a sale, transfer or refinancing, less the customary and reasonable costs of the transaction.

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k. Cable television, satellite and similar services;
l. Recreational amenities, supplies and services;
m. Reasonable property management fee payable to National CORE or other third party property manager acceptable to the Authority in an annual amount equal to

Operating Expenses will not include the following: d epreciation, amortization, depletion or other non-cash expenses, any amount expended from a reserve account, or the repayment under Borrower’s partnership agreement of operating expense loans or development deficit loans.

Operating Expenses will be subject to the reasonable approval of the Authority.

“Permanent Loan Deed of Trust ” means the leasehold deed of trust securing the Permanent Loan that is first in priority.

“Permanent Period” means the period of time commencing upon the repayment of the Construction Loan and the funding of the P ermanent Loan and payment of the Limited Partner Capital Contribution.

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a. An assignment of the Affordable Housing Agreement and Borrower’s interests in the Property to an Affiliate or a conveyance back from the Affiliate to Borrower; b. A conveyance of a security interest in the Property or any portion thereof or interest therein, in connection with a Senior Loan;
c. The inclusion of equity participation in the Project by addition of limited partners to Borrower’s partnership or similar mechanism, and transfers of limited partnership interests in Borrower’s partnership;
d. The lease for occupancy of all or any part of the Improvements on the Property in accordance with the Affordable Housing Agreement;
e. The granting of easements or permits to facilitate the development of the Property in accordance with the Affordable Housing Agreement;
f. The withdrawal, removal and/or replacement of a general partner of Borrower’s partnership pursuant to the terms of Borrower’s partnership agreement, or a conveyance of Borrower’s interest in the Property and the Improvements and a transfer of limited partnership interests to a general partner pursuant to the option provided to that partner in Borrower’s partnership agreement, will not constitute a default under this Note or any of the Authority Loan Documents, nor will such actions accelerate the maturity o f the Authority Loan, provided that any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and g. A transfer approved in writing by Authority’s Executive Director or designee, at his or her sole discretion.

A trans fer described in clauses a., b., or c. will be subject to the reasonable approval of the Authority Executive Director or designee; provided that, the Authority approves the transfer of limited partner interests in Borrower’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits and does not otherwise result in increased equity participation in Borrower, and further provided t hat such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.

“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign.

“Property” means the real property described as the “Property” in and legally described as set forth in Exhibit “A” of the Authority Deed of Trust.

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“Revenue” means the gross rental income from the Improvements, an d any other income to the Borrower derived from the ownership, operation and management of the Property, including but not limited to the following: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received f or the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Project; and condemnation awards for a taking of part or all of the Project for a temporary period. “Revenue” will also include the fair market value of any goods or services provided in consideration for the leasing or other use of any portion of the Project, except that the value of services provided by on-site manager(s) will not be treated as “Revenue” if no more than one dwelling unit is leased to or otherwise used by on-site manager(s). “Revenue” will not include tenants’ security deposits, proceeds from the Senior Loan, the Authority Loan, Developer Equity, including capital contributions or similar advances, or interest that is earned on and allo cated to reserve accounts.

“Term” of this Note means a term that expires on the fifty-fifth (55th) anniversary of the date of Conversion.

“Transfer” will have the meaning set forth in Section 11.e of this Note.

2. This Note evidences the obligation of the Borrower to the Housing Authority for the repayment of the HOME Loan. None of the funds provided pursuant to the HOME Loan were funded directly or indirectly with any obligation the interest on which is exempt from tax under Section 103 of the Internal Revenue Code of 1986, as amended, or pursuant to any United States government federal source.

3. This Note is payable at the principal office of Authority , 141 North Glendale Avenue, Glendale, California 91206, or at suc h other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States.

4. This Note is secured by the Authority Deed of Trust.

5. This Note will bear three percent (3%) simple interest. 318 of 545

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7. The entire unpaid principal balance of this Note and any accrued but unpaid interest will be due and payable upon t he expiration of the Term hereof, or immediately upon the occurrence of either of the following:
a. if the Property or any portion thereof or interest therein is sold, transferred, assigned or refinanced, without the prior written approval of the Authority , except as otherwise permitted in this Note; or
b. if there is a default by the Borrower under the terms of this Note, the Authority Deed of Trust, the Affordable Housing Agreement, the HOME Regulatory Agreement, or any deed of trust or other instrument securing the Senior Loan or other obligations secured by a deed of trust on the Property, which is not cured within the respective time period provided herein and therein.

8. Prior to the expiration of the Term hereof, Borrower will be obligated to repay the HOME Loan exclusively from the Authority’s Share of Residual Receipts, as follows:
a. Annually, not later than the thirtieth (30
th) day of April, beginning with the
year following the year in which Conversion occurs, Borrower will submit to Authority an audited Annual Financial Statement for the preceding calendar year, prepared by a certified public accountant reasonably acceptable to the Authority, determining the amount of Residual Receipts, if any, generated in that year, together with payment of the Authority ’s Share of such Residual Receipts. The first such Annual Financial Statement will be for the partial year beginning on the date of Conversion and ending on December 31 of that year. The Authority will review and approve such Annual Financial Statement , or request reasonable revisions, within 30 days after receipt. If as the result of the Authority’s review of the statement, there is an increase in the amount of any payment due and payable to Authority (as the result, for example, of a determination that the actual amount of Residual Receipts to which the Authority is entitled exceeds the amount of Authority’s Share of Residual Receipts shown in the Annual Financial Statement submitted by Borrower), Borrower will promptly pay to the Authority the difference, with interest, from the date on which such payment was due, at the rate of one percent (1%) over the Prime Rate announced by Bank of America, but in any event within ten (10) days of notice of such increase. b. The Authority’s Share of Residual Receipts to be applied to this Note, the LMIHAF Note, and the HOME Note will be fifty percent (50%) of Residual Receipts; provided, however, until the payment in full of that certain loan from the CalHFA Mixed -Income Program (MIP) to the Borrower of Ten Million Two Hundred Three Thousand and Six Hundred Twenty - Five Dollars ($10,203,625) for the Project, as documented in a separate loan agreement dated on or about the date hereof between CalHFA and Borrower (“MIP Loan”), the Authority’s Share of Residual Receipts shall be reduced to t hirty-six and eight-tenths percent ( 36.8%) of Residual 319 of 545

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Receipts (assuming an MIP Loan amount of $10,203,625) or such other percentage amount such that the Authority Loan and the MIP Loan share 50% of Residual Receipts on a pro rata basis. At such time as the MIP Loan is repaid, Authority’s Share of Residual Receipts shall return to fifty percent (50%) of Residual Receipt s. The Authority’s Share of Residual Receipts will be applied to the HOME Note, the LMIHAF Note, and the Measure S Note on a pro rata basis.

9. All payments applied to this Note will be applied first to penalties and late fees, then to interest, then to reduce the principal amount owed.

10. The HOME Loan evidenced by this Note is based on the assumption that, upon completion and stabilization, all Acquisition and Development Costs will be $167,926,758 and the maximum amount of the Permanent Loan to be secured by a first priority deed of trust will be $30,757,000. To induce Authority to make the HOME Loan evidenced hereby, Borrower covenants and agrees as follows:
a. If Borrower obtains a Permanent Loan in a principal amount in excess of $30,757,000, Borrower will apply an amount equal to fifty percent (50%) of the proceeds thereof in excess of $30,757,000 (the “Additional Proceeds”) to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan, except to the extent such Additional Proceeds are needed to either pay for cost overruns for which no other funds are available (other than from Borrower’s general partners) or to compensate for reductions in other permanent financing sources . If at any time Borrower refinances the Permanent Loan, Borrower will apply the Net Proceeds of any such refinancing first to pay previously incurred Operating Expenses (as defined above) still owing, then fifty percent (50%) of the balance will be paid to the Authority to pay accrued interest on, and then reduce the principal amount of the LMIHAF Loan, the Measure S Loan, and the HOME Loan.
b. If there are Cost Savings with respect to the Project, the following will occur: (1) to the extent of fifty percent (50%) of the Cost Savings, any undisbursed amount of the Authority Loan plus any undisbursed capital contributions made by Borrower’s Investor Limited Partner will be released to the Authority as a payment of accrued interest on and then reduction of the principal amount of the Authority Loan; and (2) each Lender’s unfunded commitment will terminate. For purposes hereof, “Cost Savings”, shall mean the difference between the total sources of funds and the total cost of development as shown in the Borrower’s cost certification contained in Borrower’s application to the California Tax Credit Allocation Committee for a Form 8609 for the Project (“Tax Credit Report”); provided, however, the Cost Savings will be adjusted to take into account (i) the loss of any equity investment due to an adjustment in the allowable tax credits; provided that the tax credit factor applied to the required equity contribution will be as set forth in Borrower’s limited partnership agreement; and (ii) any reduction in the first mortgage loan required by the Senior Loan Documents. The amount payable to Authority under this paragraph will be paid within sixty (60) days following submittal of the Tax Credit Report to the California Tax Credit Allocation Committee.
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11. Prohibitions on Transfer.
a. Prior to the repayment in full of the HOME Loan and expiration of the Term of the HOME Regulatory Agreement, the Borrower must not, except for Permitted Transfers or as permitted by the Affordable Housing Agreement, assign or attempt to assign the Affordable Housing Agreement or this Note or any right therein or herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property (referred to hereinafter as a “Transfer”), without prior written approval of the Authority, except as expressly permitted by the Affordable Housing Agreement or this Note. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Authority shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein.

b. Proposed transferees (other than an Affiliate of Borrower) must have the qualifications and financial responsibility necessary and adequate as may be r easonably determined by the Authority, to fulfill Borrower’s obligations undertaken in the Affordable Housing Agreement , the HOME Regulatory Agreement , and this Note . A proposed transferee (including an Affiliate of Borrower), by instrument in writing satisfactory to the Authority and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Authority must expressly assume all of Borrower’s obligations under the Affordable Housing Agreement, the HOME Regulatory Agreement, and this Note and agree to be subject to all conditions and restrictions applicable to Borrower. There must be submitted to the Authority for review all instruments and other legal documents proposed to affect any such transfer; and if approved by the Authority its approval will be indicated to Borrower in writing. If consent should be given, such transfer will be subject to this Section 11. c. In the absence of specific written agreement by the Authority, no unauthorized Transfer, or approval thereof by the Authority , will be deemed to relieve the Borrower or any other party from any obligations under the A ffordable Housing Agreement, the HOME Regulatory Agreement, or this Note.
d. In the event of a Transfer prior to the time the HOME Loan is paid in full without the prior written consent of the Authority, the remaining principal balance of the HOME Loan and all accrued but unpaid interest will be immediately due and payable. e. As used herein, “Transfer” means
i. the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein (including, without limitation, a beneficial interest), whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project. 321 of 545

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ii. “Transfer” also includes the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of an interest in Borrower, or a conversion of Borrower to an entity form other than that of Borrower at the time of execution of th e Affordable Housing Agreement, except that, a cumulative change in ownership interest of a general partner of Borrower of forty-nine percent (49%) or less will not be deemed a “Transfer” for purposes of this Note.

13. The HOME Loan is funded from the A uthority’s HOME Program Funds .

Accordingly, Borrower agrees for itself, its successors and assigns that the use of the property will be subject to the restrictions on rent and occupancy set forth in the HOME Regulatory Agreement.

14. Subject to the provisions and limitations of this Section 14, the obligation to repay the HOME Loan is a nonrecourse obligation of the Borrower. Borrower and each general partner or limited partner of Borrower will not have any personal liability for repayment of the loan, except as provided in this Section 14. The sole recourse of Authority will be the exercise of its rig hts against the Property and other security for the HOME Loan. Provided, however, that the foregoing will not (a) constitute a waiver of an obligation evidenced by this Note or the Authority Deed of Trust; (b) limit the right of the Authority to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under this Note and the Authority Deed of Trust or any action or proceeding hereunder so long as no judgment in the nature of a deficiency judgment will be asked for or taken against Borrower; (c) release or impair this Note or the Authority Deed of Trust; (d) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of, any other remedy against the mortgaged Property or other instrument securing the Note or as prescribed by law or in equity in case of default; (e) prevent or in any way hinder the Authority from exercising, or constitute a defense, an affirmative defense, a counterclaim, or other basis for relief in respect of the exercise of , its remedies in respect of deposits, insurance proceeds, condemnation awards or other monies or other collateral or letters of credit securing this Note; (f) relieve Borrower of its obligations under an indemnity delivered by Borrower to Authority ; or (g) affec t in any way the validity of a guarantee or indemnity from any person of all or any of the obligations evidenced and secured by this Note and the Authority Deed of Trust. The foregoing provisions of this paragraph are limited by the provision that in the event of the occurrence of a default, Borrower and its successors and assigns will have personal liability hereunder for any deficiency judgment, but only if and to the extent Borrower, its principals, shareholders, partners or its successors and assigns received rentals, other revenues, or other payments or proceeds in respect of the mortgaged Property after the occurrence of such default, which rentals, other revenues, or other payments or proceeds have not been used for the payment of ordinary and reasonable operating expenses of the mortgaged Property, ordinary and reasonable capital improvements to t he mortgaged Property, debt service, real estate taxes in respect of the mortgaged Property and basic management fees, but not incentive fees, payable to an entity or person unaffiliated with Borrower in connection with the operation of the mortgaged Prope rty, which are then due and payable. Notwithstanding the 322 of 545

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first sentence of this paragraph, Authority may recover directly from Borrower or from any other party (other than Borrower’s Investor Limited Partner):
a. damages, costs and expenses incurred by the Authority as a result of fraud or criminal act or acts of Borrower or a partner, shareholder, officer, director or employee of Borrower, or of a member or general or limited partner of Borrower, or of a general or limited partner of such member or general or limited partner;
b. damages, costs and expenses incurred by Authority as a result of misappropriation of funds provided for the payment of Acquisition and Development Costs , as described in the Affordable Housing Agreement , rents and revenues from the ope ration of the Project, or proceeds of insurance policies or condemnation proceeds; c. all amounts owing by Borrower pursuant to the indemnification regarding Hazardous Substances under the Environmental Indemnity, and d. all court costs and attorneys ’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Authority will pay Borrower’s reasonable court costs and attorneys’ fees if Borrower is the prevailing party in such enforcement or collection action).

15. Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of an extension or extensions of the time of payment or of a due date under this Note, in whole or in part, whether before or after maturity and with or without notice. Borrower hereby agrees to pay all costs and expenses, including reasonable attorney’s fees, which may be incurred by the holder hereof, in the enforcement of thi s Note, the Authority Deed of Trust or any term or provision of either thereof.

16. Upon the failure of Borrower to perform or observe a term or provision of this Note, or upon the occurrence of an event of default under the terms of the Authority Deed of Trust, the Affordable Housing Agreement, the HOME Regulatory Agreement, or a deed of trust securing a Senior Loan, or other obligations secured by a deed of trust on the Property, and after expiration of the applicable cure period , the holder may exercise its rights or remedies hereunder or thereunder.

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b. The Authority will give written notice of d efault to Borrower, specifying the default complained of by the Authority. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default.
c. Failures or delays by the Authority in asserting its rights and remedies as to a default will not operate as a waiver of default or of such rights or remedies. Delays by the Authority in asserting its rights and remedies will not deprive the Authority of its right to institute and maintain actions or proceedings which it may deem necessary to protect, assert, or enforce such rights or remedies.
d. If a monetary event of default occurs under the terms of this Note or the Authority Deed of Trust, or a deed of trust securing a Senior Loan, or other obligations secured by a d eed of trust on the Property, prior to exercising its remedies hereunder or thereunder the Authority will give Borrower, each general partner, and the Investor Limited Partner, concurrent written notice of such default. Borrower will have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by the Authority under this Note and the Authority Deed of Trust. In no event will the Authority be precluded from exercising remedies if its security beco mes or is about to become materially impaired by a failure to cure a default or the default is not cured within ten (10) calendar days after the notice of default is received or deemed received.
e. If a non-monetary event of default occurs under the terms of the Affordable Housing Agreement, this Note, the Authority Deed of Trust, the HOME Regulatory Agreement , or a document implementing the Affordable Housing Agreement or a deed of trust securing a Senior Loan or other obligations secured by a deed of trust on the Property, prior to exercising its remedies hereunder or thereunder, the Authority will give Borrower, each General Partner, and the Investor Limited Partner, concurrent notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Borrower will have such period to effect a cure prior to exercise of remedies by the Authority under the Affordable Housing Agreement, the HOME Regulatory Agreement, this Note and/or the Authority Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Borrower (i) initiates corrective action within said perio d, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower will have such additional time as is reasonably necessary to cure the default prior to the Authority’s exercise of remedies. If Borrower fails to take correc tive action or to cure the default within the time set forth above in this Subsection 17.e, the Authority will give Borrower, the Senior Lender, the Investor Limited Partner written notice thereof, whereupon the Investor Limited Partner , subject to the terms of Borrower’s partnership agreement, may take such corrective action, including removing and replacing a general partner. The Investor Limited Partner will have 45 days, or such longer period as is approved by the Authority Executive Director or designee, to remove and replace such general partner of Borrower. The Authority agrees to accept cures tendered by a Senior Lender or the Investor Limited Partner within the time period provided herein. Additionally, in the event the Senior Lender , or Investor Limited Partner is precluded from curing a non - monetary default due to a bankruptcy, injunction, or similar proceeding by or against Borrower or a general partner , the Authority agrees to forbear from completing a foreclosure (judicial or 324 of 545

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nonjudicial) during the period during which such party is so precluded from acting, not to exceed 90 days or such additional time as is reasonably approved by the Authority Executive Director or designee, provided such Senior Lender or Investor Limited Partner is otherwise in compliance with the foregoing provisions. In no event will Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Authority Executive Director or designee.
f. A notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; a notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), will be deemed received on the documented date of receipt b y Borrower; and a notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof. Notices will be sent to the following addresses:

To Authority:

HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 N. Glendale Avenue, Room 202,
Glendale, California 91206
Attention: Executive Director
Facsimile: 818-548-3724

With a copy to:

KANE, BALLMER & BERKMAN
515 S. Figueroa St., Suite 780
Los Angeles, California 90071-3301
Attention: Susan Apy

To Borrower:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Chief Financial Officer

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Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

With a copy to:

Gubb & Barshay LLP
235 Montgomery Street
Suite 1110
San Francisco, CA 94104
Attn: Lauren B. Fechter

And

Bank of America, N.A.

MAI-225-02-02 225
Franklin Street Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MAI-225-02-02 225
Franklin Street 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. (Ref: B0965-0684)

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20. The Authority Deed of Trust securing this Note and all other HOME Loan Documents, except the HOME Regulatory Agreement, have been made subordinate and junior to the claims, liens or charges of the Construction Loan Deed of T rust and all other instruments securing the Construction Loan by that certain Subordination Agreement by and among Authority, Borrower and Construction Lender which is being recorded concurrently with the execution and delivery of this Note and the recordation of the Authority Deed of Trust and will also be subordinate and junior to the claims, liens or charges of the Permanent Loan Deed of Trust and all other instruments securing the Permanent Loan.

21. The Authority agrees that the lien of the Authority Deed of T rust will be subordinate to the extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the “Extended Use Agreement”) recorded against the Project; provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under the Authority Deed of Trust or upon a transfer of the Project by instrument in lieu of foreclosure or comparable conversion of the Loan, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code. T he following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended, will also apply: for a period of three (3) years from the date of foreclosure, with respect to any unit that had been regulated by the Extended Use Agreement, (i) none of the tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code. Borrowe r acknowledges and agrees that a default, event of default, or breach (however such terms may be defined) under the Extended Use Agreement will be an event of default under this Note and the Authority Deed of Trust and that all costs, damages or other amounts, including reasonable attorneys ’ fees incurred by the Authority as a result of an event of default by Borrower, and all amounts paid by Authority to cure a default under the Extended Use Agreement will be an obligation of Borrower and become a part of the debt evidenced by this Note and secured by the Authority Deed of Trust. 327 of 545

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22. With regard to an approval, consent , or other determination by the Authority required under this Note or the other HOME Loan Documents, the Authority will act reasonably and in good faith.

23. Borrower will have the right to prepay the obligation evidenced by this Note, or any part thereof, without penalty. However, prepayment of the obligation evidenced by this Note prior to the expiration of the term of the HOME Regulatory Agreement will not entitle Borrower to a reconveyance of the Authority Deed of Trust.

24. This Note may be executed by each signatory on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES ON FOLLOWING PAGE]

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S-1

IN WITNESS WHEREOF Borrower has executed this Note as of the day and year first set forth above.

BORROWER

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development

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Recording Requested by and
When Recorded Mail to:

HOUSING AUTHORITY OF

THE CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attention: Director of Housing
and Community Development

APN: 5637-023-806
Document entitled to free
recording per Government
Code Section 27383

SUBORDINATED LEASEHOLD DEED OF TRUST,

SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(515 Pioneer)
This Subordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) is made as of __________________, 2022 by LINC-CORE PIONEER LP, a California limited partnership (“Trustor”) (whose address is LINC-CORE PIONEER LP, c/o National Community Renaissance of California, 9421 Haven Avenue, Rancho Cucamonga, California 91730, Attn: Chief Financial Officer, Copy to: LINC Housing Corporation, 3590 Elm Avenue, Long Beach, CA 90807, Attn: Chief Operating Officer), to FIDELITY NATIONAL TITLE COMPANY, a California corporation (“Trustee”), for the benefit of THE HOUSING AUTHORITY OF THE CIT Y OF GLENDALE , a public body corporate and politic (“Beneficiary”), whose address is 141 North Glendale Avenue, Suite 202, Glendale, California 91206.

Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION the following property (the “Trust Estate”):
(a) That certain real property in the City of Glendale, County of Los Angeles, State of California more particularly described in Exhibit “A” attached hereto and by this reference made a part hereof (the “Subject Property”);
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(b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property (the “Improvements”); (c) all tenements, hereditaments, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject Property or the Improvements, including easements, rights -of-way and development rights (the “Appurtenances”). (The Appurtenances, together with the Subject Property and the Improvements, are hereafter referred to as the “Real Property”); (d) subject to the assignment to Beneficiary set forth in Paragraph 4 below, all rents, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Trust Estate or the ownership, use, management, oper ation leasing or occupancy of the Trust Estate, including those past due and unpaid (the “Rents”); (e) all present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code (the “UCC”), and whether existing now or in the future) now or in the future located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating ventilating and air conditioning equipment and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property, but not including personal property that is donated to Trustor (the “Goods,” and together with the Real Property, the “Property”); and (f) all present and future right, title and interest of Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whet her existing now or in the future) now or in the future relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operat ion, marketing, leasing, occupancy, sale or financing of the property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authori zations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of 331 of 545

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any of the Property, (vii) license ag reements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types on intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (the “Intangibles”).

Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the “Personal Property ”). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary.

Trustee and Beneficiary will have, in addition to all rights and remedies provided herein, all the rights and remedies of a “secured party” under the UCC and other applicable California law.

Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Section 9313 and 9402(6) of the UCC.

FOR THE PURPOSE OF SECURING , in such order of priority as Beneficiary may elect, the following:
(1) due, prompt and complete observance, performance and discharge of each and every condition, obligation, covenant and agreement contained herein or contained in the following:

(a) a promissory note in the original principal amount of $1,300,000, executed by Trustor of even date herewith (the “LMIHAF Note”);
(b) a promissory note in the original principal amount of $25,100,000, executed by Trustor of even date herewith (the “Measure S Note”); (c) a promissory note in the original principal amount of $2,000,000, executed by Trustor of even date herewith (the “HOME Note”) (the LMIHAF Note, the Measure S Note, and the HOME Note may coll ectively be referred to herein as the “Notes”);
(d) the Affordable Housing Agreement dated as of November 18, 2022 (the “Affordable Housing Agreement”), between Trustor and Beneficiary; (e) the Agreement Containing Covenants (Including Rental Restrictions) between Trustor and Beneficiary, recorded concurrently herewith (“Agreement Containing Covenants”); and
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(f) the Agreement Containing HOME Program Requirements between Trustor and Beneficiary, recorded concurrently herewith (“ HOME Regulatory Agreement”); and
(2) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $1,300,000 or so much thereof as will be advanced, evidenced by the LMIHAF Note secured hereby, with interest, according to the terms of the LMIHAF Note secured hereby; and
(3) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $25,100,000 or so much thereof as will be advanced, evidenced by the Measure S Note secured hereby, with interest, according to the terms of the Measure S Note secured hereby; and
(4) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $2,000,000 or so much thereof as will be advanced, evidenced by the HOME Note secured hereby, with interest, according to the terms of the HOME Note secured hereby.

The Affordable Housing Agreement, including all Attachments thereto, and the documents and instruments executed by Trustor in connection with the Project, including the Agreement Containing Covenants, the HOME Regulatory Agreement, the LMIHAF Note, the Measure S Note, the HOME Note, the Assignment of Rents and Leases, and the Assignment of Agreements, all as described in the Affordable Housing Agreement (collectively referred to as the “Secured Obligations”) and all of their terms are incorporated herein by reference and this conveyance will secure any and all extensions, amendments, modifications or renewals thereof however evidenced, and additional advances evidenced by any note reciting that it is secured hereby. Each capitalized term that is not otherwise defined in this Deed of Trust has the meaning ascribed to it in the Affordable Housing Agreement.

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

1. That Trustor will pay the Note s secured hereby at the time and in t he manner provided therein, and perform the obligations of the Developer as set forth in the Secured Obligations at the time and in the manner respectively provided therein;

2. That Trustor will not permit or suffer the use of any of the property for any purpose other than the uses permitted by the Affordable Housing Agreement, the Agreement Containing Covenants, and the HOME Regulatory Agreement;

3. That the Secured Obligations are incorp orated in and made a part of this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of 333 of 545

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any applicable cure period, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable.

4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured.

Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the exp iration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the Affordable Housing Agreement.

5. That upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary will be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom;

6. That Trustor will keep the improvements to be constructed on the Property in accordance with the Affordable Housing Agreement insured against loss by fire and such other hazards, casualties, and contingencies as may reasonably be required in writing from time to time by the Beneficiary, and all such insurance will be evidenced by standard fire and extended coverage insurance policy or policies. In no event will the amounts of coverage be less than 100 percent of the insurable value of the Property. Such policies will be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies will be deposited with the Beneficiary;

7. To pay, at least 10 days before delinquency, any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this Trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor will not be required to pay and discharge any such tax, assessment, charge or lev y so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Section 7.

8. To keep said property in good condition and repair, subjec t to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor’s right to contest the validity or applicability of laws or regulations); not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or covenants, conditions and/or restrictions affecting said property; not to permit or suffer any material alterat ion of or addition to the buildings or improvements hereafter constructed in or upon said property without the consent of the Beneficiary;
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9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear;

10. Should Trustor fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees. Notwithstanding t he foregoing, in the event of default under this Deed of Trust, the Beneficiary may also require Trustor to maintain and submit additional records. Beneficiary will specify in writing the particular records that must be maintained and the information or reports that must be submitted;

11. Beneficiary will have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary will be added to the principal sum secured hereby;

12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the rate specified in the Notes secured hereby;

13. That the funds to be advanced hereunder are to be used in accordance with the Secured Obligations and upon the failure of Trustor, after the giving of notice and the expiration of any applicable cure period, to keep and perform all the covenants, condi tions, and agreements of said agreements, the principal sum and all arrears of interest, and other charges provided for in the Notes secured hereby will at the option of the Beneficiary of this Deed of Trust become due and payable, anything contained herein to the contrary notwithstanding;

14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as permitted by the Secured Obligations or ot herwise approved by Beneficiary, and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor will not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trus tor will, at Beneficiary’s written request, within thirty (30) days after the filing of any claim or lien (but in any event, and without any 335 of 545

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requirement that Beneficiary must first provide a written request, prior to foreclosure) record in the Office of the Recorder of Los Angeles County, a surety bond in an amount one -and-one-half (1½) times the amount of such claim item to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;

15. That any and all improvem ents made or about to be made upon the premises covered by this Deed of Trust, and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office;

16. Trustor herein agrees to pay to Beneficiary or to the authorized loan servicing representative of the Beneficiary a reasonable charge for providing a statement regarding the obligation secured by this Deed of Trust as provided by Section 2954, Article 2, Chapter 2 Title 14, Division 3, of the California Civil Code.

IT IS MUTUALLY AGREED THAT:

17. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the r ights of the beneficiary of the Construction Loan Deed of Trust, the Permanent Loan Deed of Trust and any other obligation having a lien on the Property that is senior to the lien of this Deed of Trust (“ Senior Lender”), Beneficiary will be entitl ed to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, and will be entitled at its option to commence, appear in and pros ecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage.

Subject to the rights of the Senior Lenders, all such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary. After deductin g therefrom all its expenses, including reasonable attorney’s fees, the balance of the proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, will be applied to the amount due under the Notes secured hereby. No amount applied to the reduction of the principal will relieve the Trustor from making regular payments as required by the Notes secured hereby;

18. Upon default by Trustor in making any payments provided for in the Notes secured hereby or in this Deed of Trust, or in performing any obligation set forth in any of the Secured Obligations, and if such default is not cured within the respective time provided therefor in Section 34 of this Deed of Trust, below, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the Property to be sold, which notice Trustee will 336 of 545

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cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary will also deposit with Trustee this Deed of Trust , the Note s and all documents evidencing expenditures secured hereby;

19. a. Prior to the repayment in full o f the LMIHAF Loan, the Measure S Loan, and the HOME Loan and expiration of the terms of the Agreement Containing Covenants and the HOME Regulatory Agreement , the Trustor will not assign or attempt to assign the Affordable Housing Agreement or any right the rein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Project thereon, or any portion thereof or interest therein (referred to hereinafter as a “Transfer ”), without prior written approval of the Beneficiary, except for the Permitted Transfers described in Section 19.e.(3) below, or as otherwise permitted in the Notes secured hereby. Consent to one such transaction will not be deemed to be a waiver of the right to require consent to future or successive transactions. Beneficiary will not unreasonably withhold or delay its consent. If consent should be given, any such transfer will be subject to this Section 19, and any such transferee will assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of paragraph e.(3) of this Section 19, below.
b. Any such proposed transferee will have the qualifications and financial responsibility necessary and adequate as may be reasonably determ ined by the Beneficiary, to fulfill the obligations undertaken by Trustor in the Affordable Housing Agreement and the Authority Loan Documents. Any such proposed transferee, by instrument in writing satisfactory to the Beneficiary and in form recordable among the land records of Los Angeles County, for itself and its successors and assigns, and for the benefit of the Beneficiary will expressly assume all of the obligations of the Trustor under the Affordable Housing Agreement and the Authority Loan Documents, and agree to be subject to all conditions and restrictions applicable to the Trustor in this Deed of Trust, subject to the provisions of paragraph e.(3) of this Section 19. There will be submitted to the Beneficiary for review all instruments and other legal documents proposed to effect any such transfer; and if approved by the Beneficiary its approval will be indicated to the Trustor in writing.
c. In the absence of specific written agreement by the Beneficiary, no unauthorized Transfer, or approval thereof by the Beneficiary, will be deemed to relieve the Trustor or any other party from any obligations under the Affordable Housing Agreement or any other Authority Loan Document.
d. In the event of a Transfer without the prior written consent of the Beneficiary, prior to the time the LMIHAF Loan, the Measure S Loan , and the HOME Loan are paid in full, the net proceeds (after repayment in full of any Senior Loan and the reconveyance of the Senior Loan Deed of Trust or Permanent Loan Deed of Trust), will be paid to the Beneficiary to the extent necessary to pay in full the accrued interest, if any, current interest and remaining principal balance of the LMIHAF Loan, the Measure S Loan, and the HOME Loan. 337 of 545

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e. (1) As used herein, “Transfer” includes th e sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project, except as provided in subparagraph e.(3) of this Section 19, below.
(2) “Transfer” will also include the transfer, assig nment, hypothecation or conveyance of legal or beneficial ownership of any interest in Trustor, or any conversion of Trustor to an entity form other than that of Trustor at the time of execution of the Affordable Housing Agreement, except that a cumulative change in ownership interest of any general partner of forty- nine percent (49%) or less will not be deemed a “transfer” for purposes of this Deed of Trust. (3) “Notwithstanding paragraphs (1) and (2), above, “Transfer” will not include any of the follo wing Permitted Transfers , provided (except for subsection (f) below) Trustor, a general partner of Trustor, or an Affiliate of such general partner, retains day-to-day control over management of the Property and Improvements:
(a) An assignment of the Affordable Housing Agreement a nd sale of all of Trustor’s interest in the Property to an Affiliate, or a sale back to Trustor , which will be subject to the reasonable approval of Beneficiary’s Executive Director or designee; (b) A conveyance of a security interest in the Property in connection with a Senior Loan; provided that, a refinancing that increases the principal balance of the Senior Loan, increases the principal and interest payments required under the Senior Loan, changes the maturity of the Senior Loan, inc reases the interest rate of the Senior Loan, or otherwise changes the Senior Loan terms in a manner that creates an adverse effect upon the Authority will not be considered a Permitted Transfer and must be approved by Beneficiary’s Executive Director or designee;
(c) The inclusion of equity participation by Trustor by addition of limited partners to Trustor’s partnership, or similar mechanisms, and any transfers of limited partnership interests in Trustor’s partnership;
(d) The leasing for occupancy of all or any part of the Improvements on the Property , in accordance with the Affordable Housing Agreement , the Agreement Containing Covenants, and the HOME Regulatory Agreement; (e) The granting of easements or permits to facilitate the development of the Property in accordance with the Affordable Housing Agreement; (f) The withdrawal, removal and/or replacement of a general partner of Trustor’s partnership pursuant to the terms of Trustor’s partnership agreement, or a conveyance of Trustor’s interest in the Property and the Improvements and a transfer of limited partnership interests to a general partner pursuant to the option provided to that partner in Trustor’s partnership 338 of 545

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agreement, will not constitute a default under this Agreement or any of the Authority Loan Documents, nor will such actions accelerate the maturity of the Authority Loan, provided that any required substitute general partner is reasonably acceptable to the Authority, as evidenced by the Authority’s written consent, and is selected with reasonable promptness; and, (g) Any transfer approved in writing by Beneficiary’s Executive Director or designee, at his or her sole discretion.

Transfers described in clauses (a), (b), or (c) will be subject to the reasonable approval of the Beneficiary’s Executive Director or designee; provided that, the Beneficiary approves the transfer of limited partner interests in Trustor’s partnership, so long as such transfer is not a result of a resyndication of the Low Income Housing Tax Credits an d does not otherwise result in increased equity participation in Trustor, and further provided that such transfer is not to a Prohibited Person or would otherwise violate Anti-Terrorism Laws.
f. The Beneficiary will not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder.

Any disapproval will be in writing and contain the Beneficiary’s reasons for disapproval.

20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, will sell said property at the time and place fixed by it in said notice of sale, eith er as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee will deliver to the purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts will be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee will apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee’s fees or attorney’s fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee’s Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in the Notes ; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons le gally entitled thereto;

21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter w ill be vested with all title, powers, and 339 of 545

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duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution will be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, will be conclusive proof of proper appointment of the successor trustee;

22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law;

23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust and the Notes to Trustee for cancellation and retention and upon payment of its fees, Trustee will reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of an y matters or fact will be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”;

24. The trust created hereby is irrevocable by Trustor;

25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” will include not only the original Beneficiary hereunder but also any future owner and holder including pledgees, of the Note s secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several;

26. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto o f pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee will be a party unless brought by Trustee;

27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to Trustor at the following address:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Chief Financial Officer

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Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

With a copy to Limited Partner:

Bank of America, N.A.

MAI-225-02-02 225
Franklin Street Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MAI-225-02-02 225
Franklin Street 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. (Ref: B0965-0684)

28. Trustor agrees at any time and from time to time upon receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary.

29. Trustor agrees that the loan secured by this Deed of Trust is made expressly for the purpose of financing the acquisition, development and construction of the I mprovements, including 337 dwelling units of affordable housing (plus three manager’s units) for Extremely Low, Very Low Income, and Low Income Senior Citizen Households and other households, and such dwelling units will be occupied exclusively by such persons as set forth in the Secured Obligations.
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30. Trustor agrees that, except as otherwise provided in the Notes secured hereby, upon sale or refinancing of the Property, the entire principal balance of the debt secured by this Deed of Trust, plus any accrued but unpaid interest thereon, will at the option of Beneficiary be immediately due and payable.

31. The obligation to repay the LMIHAF Loan, the Measure S Loan , and the HOME Loan is a nonrecourse obligation of the T rustor and its partners. Neither Trustor nor any of its general or limited partners, nor any other party, will have any personal liability for repayment of the loan. The sole recourse of Beneficiary will be the exercise of its rights against the Property and any related security for the LMIHAF Loan, the Measure S Loan , and the HOME Loan .

Notwithstanding the foregoing, Beneficiary may recover directly from Trustor or from any other party (other than Trustor’s Investor Limited Partner):
(a) any damages, costs and expenses incurred by Beneficiary as a result of fraud or any criminal act or acts of Trustor or any partner, shareholder, officer, director or employee of Trustor, or of any member or general or limited partner of Trustor, or of any general or limited partner of such member or general or limited partner; (b) any damages, costs and expenses incurred by Beneficiary as a result of any misappropriation of funds provided for the construction of the Improvements, rents and revenues from the operation of the Improvements or proceeds of insurance policies or condemnation proceeds;
(c) any and all amounts owing by Trustor pursuant to the indemnification regarding Hazardous Substances pursuant to the Environmental Indemnity, and (d) all court costs and attorneys’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Beneficiary will pay Trustor’s reasonable court costs and attorneys’ fees if Trustor is the prevailing party in any such enforcement or collection action).

32. Notwithstanding specific provisions of this Deed of Trust, non- monetary performance hereunder will not be deemed to be in default where delays or defaults are proximately caused by any of the following Force Majeure events, provided such event actually delays and interferes with the timely performance of the matter, and, despite the exercise of diligence and good business practices, such event is beyond the reasonable control of Trustor:

War; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism, epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including lit igation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any Governmental Authority (except acts or failure to act of the Beneficiary will not excuse performance by the Beneficiary ); the imposition of any applicable moratorium by a Governmental Authority; or any other causes which despite the 342 of 545

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exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events will constitute a Force Majeure Event unless and until Tru stor delivers to Beneficiary written notice describing the event, its cause, when and how Trustor obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Trustor will deliver such written notice within fifteen (15 ) days after it obtains actual knowledge of the event.

33. If the rights and liens created by this Deed of Trust will be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations will be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor will be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations.

34. (a) Subject to the extensions of time set forth in Section 32, and subject to the further provisions of this Section 34, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust.
(b) Beneficiary will give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Delay in giving such notice will not constitute a waiver of any default nor will it change the time of default.
(c) Any failures or delays by Beneficiary in asserting any of its rights and remedies as to any default will not operate as a waiver of any default or of any such rights or remedies. Delays by Beneficiary in asserting any of its rights and remedies will not deprive Beneficiary of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. (d) If a monetary event of default occurs, prior to exercising any remedies hereunder, Beneficiary will give Trustor, each general partner, and the Investor Limited Partner, concurrent written notice of such default. Trustor will have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by the Beneficiary under this Deed of Trust. In no event will the Beneficiary be preclude d from exercising remedies if its security becomes or is about to become materially impaired by a failure to cure a default or the default is not cured within ten (10) calendar days after the notice of default is received or deemed received.
(e) If a non -monetary event of default occurs, prior to exercising any remedies hereunder, Beneficiary will give Trustor, each general partner, and the Investor Limited Partner, concurrent notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Trustor will have such period to effect a cure prior to exercise of remedies by the Beneficiary under this Deed of Trust. If the 343 of 545

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default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor will have such additional time as is reasonably neces sary to cure the default prior to the Beneficiary’s exercise of remedies. If Trustor fails to take corrective action or to cure the default within the time set forth above in this subsection (e), Beneficiary will give Trustor, the Senior Lender, and the In vestor Limited Partner written notice thereof, whereupon the Investor Limited Partner, subject to the terms of Trustor’s partnership agreement, may take such corrective action, including removing and replacing a general partner. The Investor Limited Partner will have 45 days, or such longer period as is approved by the Beneficiary Executive Director or designee, to remove and replace such general partner of Trustor. Beneficiary agrees to accept cures tendered by a Senior Lender or the Investor Limited Partner within the time period provided herein. Additionally, in the event the Senior Lender or Investor Limited Partner is precluded from curing a non- monetary default due to a bankruptcy, injunction, or similar proceeding by or against Trustor or a general pa rtner, Beneficiary agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which such party is so precluded from acting, not to exceed 90 days or such additional time as is reasonably approved by the Beneficiary Executive Director or designee, provided such Senior Lender or Investor Limited Partner is otherwise in compliance with the foregoing provisions. In no event will Beneficiary be precluded from exercising remedies if its security becomes or is about to beco me materially jeopardized by a failure to cure a default or the default is not cured within one hundred eighty (180) days after the notice of default is received or deemed received or such additional time as is reasonably approved by the Beneficiary Executive Director or designee. (f) After Trustor gives written notice to Beneficiary that the Investor Limited Partner has been admitted to the Trustor, Beneficiary will send to the Investor Limited Partner a copy of all notices of default and all other notices that Beneficiary sends to Trustor, at the address for the Investor Limited Partner as provided by written notice to Beneficiary by Trustor. (g) Any notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, will be deemed delivered upon its transmission; any notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Servi ce), will be deemed received on the documented date of receipt by Trustor; and any notice of default that is sent by registered or certified mail, postage prepaid, return receipt required will be deemed received on the date of receipt thereof.

35. This Deed of Trust will be subordinate and junior to the Construction Loan Deed of Trust. Following the reconveyance of the lien of the Construction Loan Deed of Trust , this Deed of Trust will be subordinate and junior to the deed of trust in favor of the maker of any permanent or take-out loan (each of which loans is referred to herein as a “Permanent Loan”), as described in the Notes secured hereby. The Executive Director of the Beneficiary or his designee will execute such instruments as may be necessary to s ubordinate the lien of this Deed of Trust and the Secured Obligations, to the deed of trust securing the Construction Loan, the Permanent 344 of 545

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Loan, any regulatory agreement recorded in connection with the issuance of the Low Income Housing Tax Credits. In the event of a default or breach by Trustor of any security instrument securing a Senior Loan described in this Section 35, Beneficiary will have the right to cure the default prior to completion of any foreclosure. In such event, Beneficiary will be entitled to reimbursement by Trustor of all reasonable costs and expenses incurred by Beneficiary in curing the default. The amount of any such disbursements will be a lien against the Subject Property and added to the obligation secured by this Deed of Trust until repaid, with interest at the highest rate permitted by law.

36. The Trustor has informed the Beneficiary that Trustor intends that the Project qualify for an allocation of low -income housing tax credits under Section 42 of the Internal Revenue Code (“Tax Credits”). In order to receive an allocation of Tax Credits, the Trustor will be required to record in the real property records of the County of Los Angeles an “extended low- income housing commitment” (as defined in Code Section 42(h)(6)(B)) (the “ Extended Use Agreement”). If the Trustor demonstrates to the reasonable satisfaction of the Beneficiary that the Tax Credit Allocation Committee or applicable federal law requires that the lien of this Deed of Trust be subordinate to the Extended Use Agreeme nt, then the Beneficiary will execute a subordination agreement (“Extended Use Subordination Agreement ”) wherein the lien of this Deed of Trust is subordinated to the Extended Use Agreement. The Extended Use Subordination Agreement will:
(a) provide that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Deed of Trust or upon a transfer of the Property by instrument in lieu of foreclosure or comparable conversion of the LMIHAF Loan, the Measure S Loan, and HOME Loan, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code; (b) provide that t he following rule contained in Section 42(h)(6)(E)(ii) of the Internal Revenue Code of 1986, as amended, will also apply: for a period of three (3) years from the da te of foreclosure, with respect to any unit that had been regulated by the Extended Use Agreement, (i) none of the tenants occupying those units at the time of foreclosure may be evicted or their tenancy terminated (other than for good cause), (ii) nor may any rent be increased except as otherwise permitted under Section 42 of the Code;
(c) provide that Trustor acknowledges and agrees that any default, event of default, or breach (however such terms may be defined) under the Extended Use Agreement will be an event of default under this Deed of Trust and that any costs, damages or other amounts, including reasonable attorneys’ fees incurred by Beneficiary as a result of an event of default by Trustor, and any amounts paid by Beneficiary to cure any default under the Extended Use Agreement will be an obligation of Trustor and become a pa rt of the debt evidenced by the LMIHAF Note, the Measure S Note, and/or the HOME Note, as applicable, and secured by this Deed of Trust; and
(d) otherwise be in a form reasonably acceptable to Beneficiary. 345 of 545

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37. This Deed of Trust will be subject to the terms and condi tions set forth in that certain Subordination Agreement recorded concurrently herewith by and among the Trustor, Senior Lender, and the Beneficiary, as the same may be amended, restated, supplemented or modified from time to time.
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S-1
IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day and year set forth above.

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development
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STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

STATE OF CALIFORNIA )
)

COUNTY OF )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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Exhibit A – Legal Description

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Exhibit A

LEGAL DESCRIPTION

A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and LINC -CORE PIONEER LP , a California limited partnership, dated as of _______________, 2022 in the real property described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE

IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, A ND IS DESCRIBED AS FOLLOWS:

ALL OF LOTS 167 TO 176, 186 AND 187 AND THOSE PORTIONS OF LOTS 177 TO 185 INCLUSIVE AND LOT 188 OF TRACT NO. 1587, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 95 OF M APS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A PORTION OF FAIRMONT AVENUE 50 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 1587, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 176, THENCE ALONG THE WESTERLY LINE OF SAID LOTS 176 AND 177, NORTH 00° 20’ 57” WEST 185.09 FEET TO A POINT DISTANT THEREON NORTH 00° 20’ 57” WEST 64.09 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 177; THENCE NORTH 89° 39’ 03” EAST 4.00 FEET; THENCE NORTH 78° 01’ 45” EAST 144.07 FEET; THENCE NORTH 83° 41’ 51” EAST 452.49

FEET TO THE INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LOT 188; THENCE SOUTHERLY ALONG SAID

PROLONGATION AND SAID EASTERLY LINE TO THE SOUTHERLY LINE OF THE NORTHERLY 71.5 FEET OF SAID L OT 188; THENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 187; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO THE SOUTHEAST CORNER THEREOF; THENCE WESTERLY A DISTANCE OF 50 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 187 TO THE NORTHEA ST CORNER OF SAID LOT 167; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 167, A DISTANCE OF 121.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 167; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOTS 167 TO 176 INCLUSIVE, A DISTANCE OF 494.59 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF FAIRMONT AVENUE AS VACATED BY RESOLUTION NO. 18543, RECORDED FEBRUARY 15, 1978 AS INSTRUMENT NO. 78 - 173308 OF OFFICIAL RECORDS.

EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE LINES OF LOTS 177 TO 187 INCLUSIVE, ALL MINERALS, OILS, GASES AND OTHER HYDROCARBONS 350 of 545

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Exhibit A – Legal Description

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BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER SAID LAND,

WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE

THEREOF AS EXCEPTED BY THE STATE OF CALIFORNIA, DEPARTMENT OF PUBLIC WORKS IN DEED RECORDED JULY 16, 1968 AS INSTRUMENT NO. 451 IN BOOK D-4066 PAGE 666, OFFICIAL RECORD.

ABOVE LEGAL DESCRIPTION IS DESCRIBED AS LOT A OF PARCEL MAP NO. 1259A AND RECORDED IN BOOK 91 PAGE 89 OF PARCEL MAPS IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

APN: 5637-023-806

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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attn: Director of Housing
and Community Development

APN: 5637-023-806 OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383

ASSIGNMENT OF RENTS AND LEASES

THIS ASSIGNMENT OF RENTS AND LEASES (the “Assignment”) is made as of ___________________, 2022 by LINC-CORE PIONEER LP , a California limited partnership (“Borrower”), in favor of the HOUSING AUTHORITY OF THE CITY OF GLENDALE , a public body, corporate and politic, and its successors and assigns (collectively, the “Authority”).

RECITALS

A. Borrower is the owner of a leasehold interest in real property described in Exhibit “A” attached hereto, and the owner of all of the personalty , fixtures, and improvements now or hereafter located thereon or attached thereto now existing or to be constructed thereon. Said real property, personalty, fixtures, and the improvements are herein referred to collectively as the “Premises”.

B. Authority has agreed to make three loans to Borrower in the original principal amounts of ONE MILLION THREE HUNDRED THOUSAND DOLLA RS ($1,300,000) (“LMIHAF Loan ”), TWENTY FIVE MILLION ONE HUNDRED THOUSAND DOLLARS ($25,100,000) (“Measure S Loan ”), and TWO MILLION DOLLARS ($2,000,000) (“HOME LOAN”), pursuant to the terms of an Affordable Housing Agreement by and between Borrower and Authority dated as of November 18, 2022 (“Loan Agreement”). The LMIHAF Loan, the Measure Loan, and the HOME Loan are each evidenced by a promissory note of ev en date herewith (each, a “Note”) and are secured by a Subordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing, of even date herewith, executed by Borrower, as Trustor, for the benefit of Authority, as Beneficiary (“Deed of Trust”). 352 of 545

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C. In order to induce Authority to make the Authority Loan to Borrower, Borrower has agreed to execute this Assignment.

NOW, THEREFORE, with reference to the foregoing and in reliance thereon and for good and valuable consideration, the receipt of which is hereby acknowledged, Borrower agrees as follows:

AGREEMENT

1. All initially capitalized terms used herein, unless otherwise defined or required by context, have the meaning ascribed to them in the Loan Agreement.

2. Borrower hereby absolutely grant s, sells, assigns, transfers, and sets over to Authority, by this Assignment, all of Borrower’s interests, whether now existing or hereafter acquired, in all leases and other occupancy agreements of any nature, now or hereafter covering all or any part of the Premises, together with all extensions, renewals, modifications, or replacements of said leases and occupancy agreements, and together with any and all guarantees of the obligations of the lessees and occupants ( “Lessees”) thereunder, whether now exist ing or hereafter executed, and all extensions and renewals of said guarantees. (Said leases and occupancy agreements, together with any and all guarantees, modifications, extensions and renewals thereof, are hereinafter referred to collectively as the “Leases” and individually as a “Lease”.)

3. Borrower’s purpose in making this Assignment is to relinquish to Authority its right to collect and enjoy the rents, royalties, issues, profits, income, and other benefits at any time accruing by virtue of the Leases (hereinafter called “Rents and Profits”).

4. This Assignment is a present, absolute and unconditional assignmen t, subordinate to the rights of Bank of America, N.A. and its successors and assigns (“Senior Lender”) and, immediately upon execution, gives the Authority the right to collect the Rents and Profits and to apply them in payment of the principal and interest and all other sums payable on the Indebtedness and other Obligations under each Note and other loan documents, as well as all other sums payable under the Deed of Trust or any other instrument given as security for the Indebtedness, subject to the rights of the Construction Lender and Permanent Lender . However, the Authority hereby grants to Borrower a license to collect and use, subject to the provisions set forth below, the Rents and Profits as they respectively become due and to enforce the Leases, so long as there is no Default by Borrower in performance of the terms, covenants, or provisions of the Deed of Trust, any Note, or the Loan Agreement, this Assignment or any other loan document, after the expiration of any applicable notice and cure periods. Nothing contained herein, nor any collection of Rents and Profits by Authority or by a receiver, will be construed to make Authority a “mortgagee in possession” of the Premises so long as Authority has not entered into actual possession of the Premises.

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5. Upon the occurrence of any Default or Event of Default, after the expiration of any applicable notice and cure periods, under the terms and conditions of this Assignment, each Note, the Deed of Trust, the Loan Agreement or any other loan document, this Assignment will constitute a direction and full authority to each Lessee under any Lease and each guarantor of any Lease to pay all Rents and Profits to Authority without proof of the Default relied upon. Borrower hereby irrevocably authorizes each Lessee and guarantor to rely upon and comply with any notice or demand by Authority for the payment to Authority of any Rents and Profits due or to become due.

6. Borrower represents and warrants as to each Lease now or hereafter covering all or any portion of the Premises, unless Authority has been otherwise advised in writing by Borrower:

a. That each Lease is in full force and effect;

b. That no materi al default exists on the part of the Lessee thereunder or Borrower;

c. That no rent in excess of one month’s rent has been collected in advance;

d. That no Lease or any interest therein has been previously assigned or pledged;

e. That no Lessee un der any Lease has any defense, setoff or counterclaim against Borrower; and

f. That all rent due to date under each Lease has been collected and no concession has been granted to any Lessee in the form of a waiver, release, reduction, discount, or other alteration of rent due or to become due except as previously disclosed to Borrower in writing.

7. Borrower agrees with respect to each Lease:

a. If any Lease provides for a security deposit paid by the Lessee to Borrower, this Assignment transfers to Authority all of Borrower’s right, title, and interest in and to each such security deposit; provided, however, that Borrower will have the right to retain said security deposit so long as Borrower is not in Default, after the expiration of any applicable notice and cure periods, under this Assignment, the Deed of Trust, each Note, the Loan Agreement or any other Loan Document; and provided further that Authority will have no obligation to the Lessee with respect to such security deposit unless and until Authority comes into actual possession and control of said security deposit.

b. If any Lease provides for the abatement of rent during repair of the leased premises by reason of fire or other casualty, Borrower will furnish rental insurance to Authority, 354 of 545

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the policies to be with companies and in form, content, policy limits, and terms as are customary in the case of entities owning similar property or assets similarly situated.

c. Each Lease will remain in full force and effect despite any merger of the interest of Borrower and any Lessee thereunder. Except as otherwise provided in the Loan Agreement, Borrower will not terminate any Lease (except pursuant to the terms of the Lease upon a Default by any Lessee thereunder), or materially modify or amend any Lease or any of the terms thereof, or grant any concessions in connection therewith or accept a surrender thereof, without the prior written consent of Authority, which consent will not be unreasonably withheld.

d. Except as otherwise provided in the Loan Agreement, Borrower will not hereafter execute any Lease, the terms and conditions of which have not been previously approved in writing by Authority, which approval will not be unreasonably withheld or delayed.

e. Borrower will not collect any Rents and Profits more than thirty (30) days in advance of the date on which they become due under the terms of any Lease, provided that Borrower may collect customary security deposits more than 30 days in advance.

f. Borrower will not discount any future accruing Rents and Profits.

g. Borrower will not consent to any assignment of any Lease, or any subletting thereunder, whether or not in accordance with its terms, on any terms less favorable than those that would reflect an arm’s length transaction in light of prevailing market conditions (subject to the rent restrictions applicable to the Premises), without the prior written consent of Authority, except as otherwise provided in the Loan Agreement.

h. Except as ot herwise provided in the Loan Agreement, Borrower will not execute any further assignment of any of the Rents and Profits or any interest therein or suffer or permit any such assignment to occur by operation of law.

i. Borrower will not request, consent to, agree to, or accept a subordination of any Lease to any mortgage, deed of trust or other encumbrance, or any other lease, now or hereafter affecting the Premises or any part thereof, or suffer or permit conversion of any Lease to a sublease, without Authority’s prior written consent.

j. Borrower will faithfully perform and discharge all obligations of the lessor under each Lease, and will give prompt written notice to Authority of any notice of Borrower’s default received from any Lessee or any other person and furnish Authority with a complete copy of said notice. Borrower will appear in and defend, at no cost to Authority, any action or proceeding arising under or in any manner connected with any Lease. If requested by Authority , Borrower will enforce each Lease and all remedies available to Borrower against the Lessee in the case of default under the Lease by the Lessee.
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k. Except as otherwise provided in the Loan Agreement, Borrower will give Authority written annual reports of al l L eases entered into during the previous year, and will promptly upon request of Authority provide to Authority a true and correct copy of each executed Lease. All Leases entered into by Borrower will be deemed included in this Assignment as though originally list ed herein. At Authority ’s option, such reports may be recorded in the Official Records of Los Angeles County, California, which report will refer to this Assignment.

l. Except as otherwise provided in the Loan Agreement, at Authority’s option, Borrower will not hire, retain, or contract with any third party for property management services with respect to the Premises, without the prior written approval of Authority of such party and the terms of its contract for management services.

m. Nothing herein will be construed to impose any liability or obligation on Authority under or with respect to any Lease. Borrower will indemnify, defend, and hold Authority, its officers, directors, agents, employees, and representatives (the Indemnitees) harmless from a nd against any and all liabilities, losses, and damages that any Indemnitee may incur under any Lease or by reason of this Assignment, and of and from any and all claims and demands whatsoever that may be asserted against any Indemnitee by reason of any al leged obligations to be performed or discharged by Authority under any Lease or this Agreement, unless any of the foregoing arises from or results from the gross negligence or willful misconduct of any Indemnitee. Should any Indemnitee incur any liability , loss, or damage under any Lease or by reason of this Assignment and such liability, loss, or damage falls within the foregoing indemnification, Borrower will immediately upon demand reimburse such Indemnitee for the amount thereof together with all costs and expenses and reasonable attorneys ’ fees (based on itemized invoices for time and charges) and court costs incurred by such Indemnitee. All of the foregoing sums will bear interest at the maximum rate permitted by law from demand by Indemnitee until paid. Any Rents and Profits collected by Authority may be applied by Authority, in its discretion, in satisfaction of any such liability, loss, damage, claim, demand, cost, expense, or fees.

8. Subject to the rights of Senior Lender, Borrower hereby grants to Authority the following rights:

a. Upon an Event of Default as defined in the Loan Agreement, Authority will be deemed to be the creditor of each Lessee in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, re organization, insolvency, dissolution, receivership, or other debtor relief proceedings affecting such Lessee, without obligation on the part of Authority, however, to file timely claims in such proceedings or otherwise pursue creditor’s rights therein.

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b. Authority will have the right to assign Borrower ’s right, title, and interest in the Leases to any subsequent holder of the Deed of Trust or any participating interest therein or to any person acquiring title to all or any part of the Premises through foreclosure or otherwise.

Any subsequent Authority will have all the rights and powers herein provided to Authority.

c. Authority will have the right (but not the obligation), upon any Event of Default under the Deed of Trust or the Loan Agreement, to take any action as Authority may deem necessary or appropriate to protect its security, including but not limited to appearing in any action or proceeding and performing any obligations of the lessor under any Lease; and Borrower agrees to pay, on demand, all costs and expenses, including without limitation reasonable attorneys’ fees and court costs incurred by Authority in connection therewith, together with interest thereon at the rate of ten percent (10%) per annum.

d. Upon any Default under this Assignment, the Deed of Trust, any Note, the Loan Agreemen t, or any other loan document (subject to any notice and cure provisions), and without notice to or consent of Borrower, Authority will have the following rights (none of which will be construed to be obligations of Authority):

i. Authority will have the right under this Assignment to use and possess, without rental or charge, the Fixtures, Equipment, and Personal Property of the Borrower located in or on the Premises and used in the operation or occupancy thereof. Authority will have the right to apply any of the Rents and Profits to pay installments due for Personal Property rented or purchased on credit, insurance premiums on Personal Property, or other charges relating to Personal Property in or on the Premises. However, this Assignment will not make Authority responsible for the control, care, management, or repair of the Premises or any Personal Property or for the carrying out of any of the terms or provisions of any Lease.

ii. Authority will have the right to apply the Rents and Profits and any sums recovered by Authority hereunder to the outstanding Indebtedness, as well as to charges for taxes, insurance, improvements, maintenance, and other items relating to the operation of the Premises.

iii. Authority will have the right to tak e possession of the Premises, manage and operate the Premises and Borrower’s business thereon, and to take possession of and use all books of account and financial records of Borrower and its property managers or representatives relating to the Premises.

iv. Authority will have the right to execute new Leases of any part of the Premises, including Leases that extend beyond the term of the Deed of Trust.

v. Authority will have the right to cancel or alter any existing Leases.

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vi. Authority will have the irrevocable authority, as Borrower ’s attorney-in-fact, such authority being coupled with an interest, to sign the name of Borrower and to bind Borrower on all papers and documents relating to the operation, leasing and maintenance of the Premises.

e. All of the foregoing rights and remedies of Authority are cumulative, and Authority will also have upon the occurrence of any such Default or Event of Default all other rights and remedies provided under each Note, the Loan Agreement, the Deed of Trust, or any other loan document or other agreement between Borrower and Authority or between Borrower and Authority, or otherwise available at law or in equity or by statute subject to the nonrecourse clause set forth in each Note.

9. Failure of Authority to avail itself of any terms, covenants, or conditions of this Assignment for any period of time or for any reason will not constitute a waiver thereof.

10. Notwithstanding any future modification of the terms of any Note, the Deed of Trust, the L oan Agreement , or any other loan document, this Assignment and the rights and benefits hereby assigned and granted will continue in favor of Authority in accordance with the terms of this Assignment.

11. This Assignment will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors, and assigns of the parties hereto (including without limitation in the case of Authority, any third parties now or hereafter acquiring any interest in the Indebtedness or other obligations of Borrower under each Note or Deed of Trust or a part thereof, whether by virtue of assignment, participation, or otherwise). The words Borrower, Authority, and Lessee, wherever used herein, will include the persons and entities named herein or in any Lease and designated as such and their respective heirs, legal representatives, successors and assigns, provided that any action taken by the named Authority or any successor, designated as such by an instrument recorded in the Official Records of Los Angeles County, California, referring to this Assignment, will be sufficient for all purposes notwithstanding that Authority may have theretofore assigned or participated any interest in the obligation to a third party. All words and phrases will be taken to include the singular or plural number, and the masculine, feminine, or neuter gender, as may fit the case.

12. Any change, amendment, modification, abridgment, cancellation, or discharge of this Assignment or any term or provision hereof will be invalid without the written consent of Authority.

13. Upon payment to Authority of the full amount of the Indebtedness and other obligations secured hereby and by each Note and Deed of Trust, as evidenced by a recorded satisfaction or release of the Deed of Trust, this Assignment will be void and of no further effect.

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14. All notices, demands, approvals, and other communications provided for in the Loan Documents will be in writing and be delivered by telegraph, cable, overnight air courier, personal delivery, or registered or certified U.S. mail, postage prepaid with return receipt requested to the appropriate party at its address as follows:

If to Borrower:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Executive Direction

Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

With a copy to Investor Limited Partner at:

Bank of America, N.A.

MAI-225-02-02 225
Franklin Street Boston, MA 02110
Attention: Asset Management
Facsimile: 617-346-2257

And:

Banc of America CDC Special Holding Company, Inc.

MAI-225-02-02 225
Franklin Street 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. (Ref: B0965-0684)
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If to Authority:

Glendale Housing Authority
141 N. Glendale Avenue, Room 202
Glendale, California 91206
Attn: Executive Director
Facsimile: 818-548-3724

Addresses for notice may be changed from time to time by written notice to all other parties. Any communications given by telegram or cable must be confirmed within forty -eight (48) hours by overnight air courier or mail in the manner hereinbefore described. If any communication is given by mail in the manner hereinabove described, it will be effective upon the earlier of (a) three (3) days after deposit in a post office or other official depository under the care and custody of the United States Postal Service, or (b) actual receipt, as indicated by the return receipt; if given by telegraph or cable, when delivered to the telegraph company with charges prepaid; and if given by personal delivery, or by overnight air courier, when delivered to the appropriate address set forth above.

15. This Assignment may be recorded in the Official Records of Los Angeles County, California, and Borrower will pay all fees, charges, costs, and expenses of such recording.

16. If any provision hereof is determined to be illegal or unenforceable for any reason, the remaining provisions hereof will not be affected thereby.

17. This Assignment will be governed by and construed in accordance with the laws of the State of California.

18. If Authority should bring any action to enforce its rights hereunder at law or at equity, Borrower will reimburse Authority for all reasonable attorneys ’ fees and costs expended in connection therewith.

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Page S-1

IN WITNESS WHEREOF, the undersigned Borrower has executed this Assignment as of the date first above written.

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development

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515 Pioneer
Attachment No 16 - Assignment of Rents
Exhibit A – Legal Description

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EXHIBIT “A”

TO ASSIGNMENT OF RENTS AND LEASES

LEGAL DESCRIPTION

A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and LINC -CORE PIONEER LP, a California limited partnership, dated as of _______________, 2022 in the real property described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE

IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DES CRIBED AS FOLLOWS:

ALL OF LOTS 167 TO 176, 186 AND 187 AND THOSE PORTIONS OF LOTS 177 TO 185 INCLUSIVE AND LOT 188 OF TRACT NO. 1587, IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 95 OF MAPS , IN T HE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND A PORTION OF FAIRMONT AVENUE 50 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 1587, DESCRIBED AS A WHOLE AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 176, THENCE ALONG THE WESTERLY LINE OF SAID LOTS 176 AND 177, NORTH 00° 20’ 57” WEST 185.09 FEET TO A POINT DISTANT THEREON NORTH 00° 20’ 57” WEST 64.09 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 177; THENCE NORTH 89° 39’ 03” EAST 4.00 FEET; THENCE NORTH 78° 01’ 45” EAST 144.07 FEET; THENCE NORTH 83° 41’ 51” EAST 452.49

FEET TO THE INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LOT 188; THENCE SOUTHERLY ALONG SAID

PROLONGATION AND SAID EASTERLY LINE TO THE SOUTHERLY LINE OF THE NORTHERLY 71.5 FEET OF SAID LOT 188; T HENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 187; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO THE SOUTHEAST CORNER THEREOF; THENCE WESTERLY A DISTANCE OF 50 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 187 TO THE NORTHEAST CORNER OF SAID LOT 167; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 167, A DISTANCE OF 121.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 167; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOTS 167 TO 176 INCLUSIVE, A DISTANCE OF 494.59 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF FAIRMONT AVENUE AS VACATED BY RESOLUTION NO. 18543, RECORDED FEBRUARY 15, 1978 AS INSTRUMENT NO. 78 - 173308 OF OFFICIAL RECORDS.

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515 Pioneer
Attachment No 16 - Assignment of Rents
Exhibit A – Legal Description

Page 2 of 2 ends

EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE LINES OF LOTS 177 TO 187 INCLUSIVE, ALL MINERALS, OILS, GASES AND OTHER HYDROCARBONS

BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER SAID LAND,

WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE

THEREOF AS EXCEPTED BY THE STATE OF CALIFORNIA, DEPARTMENT OF PUBLIC WORKS IN DEED RECORDED JULY 16, 1968 AS INSTRUMENT NO. 451 IN BOOK D-4066 PAGE 666, OFFICIAL RECORD.

ABOVE LEGAL DESCRIPTION IS DESCRIBED AS LOT A OF PARCEL MAP NO. 1259A AND RECORDED IN BOOK 91 PAGE 89 OF PARCEL MAPS IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

APN: 5637-023-806

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515 Pioneer
Attachment No 17 - Assignment of Agreements

Page 1 ends

ASSIGNMENT OF AGREEMENTS
FOR VALUE RECEIVED, as of ______ ____________, 2022, the undersigned, LINC- CORE PIONEER LP , a California limited partnership (“Borrower”), assigns to the HOUSING AUTHORITY OF THE CITY OF GLENDALE (“Authority”), all of its right s, title and interest in and to:

1. All architectural, design, engineering and development agreements, and any and all amendments, modifications, supplements, addenda and general conditions t hereto (collectively, “Architectural Agreements”); and

2. All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively, “Plans and Specifications”)
heretofore or hereafter into or prepared by any architect, engineer or other person or entity (collectively “Architect”), for or on behalf of Borrower in connection with the construction of the Improvements. The Plans and Specifications, as of the date hereof , include the Plans and Specifications which Borrower has heretofore, or will hereafter deliver to Authority. The Architectural Agreements include, but are not limited to, the architectural contract between Borrower and KFA, LLP, located at 3573 Hayden Avenue, Culver City, CA 90232.

This ASSIGNMENT OF AGREEMENTS AND PLANS AND SPECIFICATION (“Assignment”) constitutes a present and absolute assignment to Authority as of the Effective Date, subordinate to the rights of Bank of America , N.A. (together with its successors and/or assigns, “Senior Lender”); provided, however, Authority confers upon Borrower the right to enforce the terms of the Architectural Agreements and Borrower’s rights to the Plans and Specifications so long as no Default or event which wo uld constitute a Default after notice or the passage of time, or both, has occurred and is continuing under the Affordable Housing Agreement dated as of N ovember 18, 2022, between Authority and Borrower (the “Affordable Housing Agreement”), as well as any amendments and implementation agreements. Capitalized terms not otherwise defined herein have the meaning set forth in the Affordable Housing Agreement. Upon the occurrence of a Default or event which would constitute a Default after notice or the passage of time, or both, under the Affordable Housing Agreement, Authority may, in its sole discretion, give notice to Architect of its intent to enforce the rights of Borrower under the Architect Agreements and of its rights to the Plans and Specifications and may initiate or participate in any legal proceedings respecting the enforcement of said rights. Borrower acknowledges that by accepting this Assignment, Authority does not assume any of Borrower’s obligations under the Architectural Agreements or with respect to the Plans and Specifications. 364 of 545

515 Pioneer
Attachment No 17 - Assignment of Agreements

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Borrower represents and warrants to Authority, as of the Effective Date, that: (a) all Architectural Agreements entered into by Borrower are in full force and effect and are enforceable in accordance with their terms and no default, or event which would constitute a default after notice or the passage of time, or both, exists with respect to said Architectural Agreements; (b) all copies of the Architectural Agreements and Plans and Specifications delivered to Authority are complete and correct; and (c) Borrower has not assigned any of its rights under the Architectural Agreements or with respect to the Plans and Specifications.

Borrower agrees: (a) to pay and perform all obligations of Borrower under the Architectural Agreements; (b) to enforce the payment and performance of all obligations of any other person or entity under the Architectural Agreements; (c) not to modify the existing Architectural Agreements nor to enter into any future Architectural Agreements without Authority ’s prior written approval except as otherwise may be permitted in the Affordable Housing Agreement; and (d) not to further assign (other than assignment in connection with a loan from the Senior Lender), for security or any other purposes, its rights under the Architectural Agreements or with respect to the Plans and Specifications with Authority’s prior written consent.

This Assignment secures performance by Borrower of all obligations of Borrower under the Affordable Housing Agreeme nt. This Assignment is supplemented by the provisions of the Affordable Housing Agreement and said provisions are incorporated herein by reference.

This Assignment will be governed by the laws of the State of California, without reference to the principles governing conflicts of laws , and Borrower consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action will be entitled, in addition to any other recovery, to reasonable attorney’s fees and costs.

This Assignment will be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of Borrower and Authority; provided, however, this will not be construed and is not intended to waive any restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by Borrower contained in any of the Affordable Housing Agreement.

The attached Architect’s Consent, Schedule 1, and Exhibit A are incorporated by reference.

[SIGNATURES ON FOLLOWING PAGES]
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515 Pioneer
Attachment No 17 - Assignment of Agreements
S-1

IN WITNESS WHEREOF, the undersigned Borrower has executed this Assignment as of the date first above written.

Linc-CORE Pioneer LP,
a California limited partnership

By: NCRC Pioneer GP LLC,
a California limited liability company,
its managing general partner

By: National Community Renaissance of California,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Michael Finn
Chief Financial Officer

By: Linc Pioneer LLC,
a California limited liability company,
its co-managing general partner

By: LINC Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager

By: __________________________________
Anders Plett
Senior Vice President of Housing Development

366 of 545

515 Pioneer
Attachment No 17 - Assignment of Agreements
Architect’s Consent

ARCHITECT’S CONSENT
The undersigned architect ( “Architect”) hereby consents to the foregoing Assignment to which this Architect’s Consent (“Consent”) is part, and acknowledges that there presently exists no unpaid claims due to the Architect except as set forth on Schedule 1 attached hereto, arising out of the preparation and delivery of the Plans and Specifications to Borrower and/or the performance of the Architect’s obligations under the Assignment.

Architect agrees that if, at any time, Authority will become the owner of said Property, or, pursuant to its rights under the Affordable Housing Agreement, elects to undertake or cause the completion of construction of the Improvements on any port ion of the Property, in accordance with the Plans and Specifications, and gives Architect written notice of such election; THEN, so long as Architect has received, receives or continues to receive the compensation called for under the Agreements, Authority may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Architect will continue to perform its obligations under the Agreements for the benefit and account of Authority in the same manner as if performed for the benefit or account of Borrower in the absence of the Assignment.

Architect further agrees that, in the event of a breach by Borrower of the Agreements, or any agreement entered into with Architect in connection with the Plans and Specifications, so long as Borrower’s interest in the Agreements and Plans and Specifications is assigned to Authority, Architect will give written notice to Authority of such breach at the address shown below.

Authority will have thirty (30) days from the receipt of such written notice of default to remedy or cure said default. Nothing herein will require Authority to cure said default or to undertake completion of construction of the Improvements.

[Architect’s Signature on Following Page]

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515 Pioneer
Attachment No 17 - Assignment of Agreements
Architect’s Consent

Architect warrants and represents that it/he/she /they has no knowledge of any prior assignment(s) of any interest in the Plans and Specifications and/or the Agreements. Except as otherwise defined herein, the terms used herein will have the meanings given them in th e Assignment.

Executed as of ____________________, 2022.

KFA, LLP

By: __________________________
Name: _________________
Title: __________________

KFA, LLP
3573 Hayden Avenue
Culver City, CA 90232

Authority’s Address:

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
141 North Glendale Avenue, Suite 202
Glendale, California 91206
Attn: Executive Director
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515 Pioneer
Attachment No 17 - Assignment of Agreements
Schedule of Unpaid Claims

SCHEDULE OF UNPAID CLAIMS

Schedule 1 to Assignment of Architectural Agreements and Plans and Specifications dated as of ________________________, 2022 between LINC-CORE PIONEER LP , as Borrower, and HOUSING AUTHORITY OF THE CITY OF GLENDALE, as Authority.

Unpaid Claims:
[List Claims, if any]
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515 Pioneer
Attachment No 17 - Assignment of Agreements
Exhibit A - Legal Description

Page 1 of 2 ends

EXHIBIT A

PROPERTY DESCRIPTION

A leasehold interest created by that certain Ground Lease between the Housing Authority of the City of Glendale and LINC -CORE PIONEER LP, a California limited partnership, dated as of _______________, 2022 in the real property described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE

IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 176, THENCE ALONG THE WESTERLY LINE OF SAID LOTS 176 AND 177, NORTH 00° 20’ 57” WEST 185.09 FEET TO A POINT DISTANT THEREON NORTH 00° 20’ 57” WEST 64.09 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 177; THENCE NORTH 89° 39’ 03” EAST 4.00 FEET; THENCE NORTH 78° 01’ 45” EAST 144.07 FEET; THENCE NORTH 83° 41’ 51” EAST 452.49

FEET TO THE INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LOT 188; THENCE SOUTHERLY ALONG SAID

PROLONGATION AND SAID EASTERLY LINE TO THE SOUTHERLY LINE OF THE NORTHERLY 71.5 FEET OF SAID LOT 188; THENCE WESTERLY ALONG SAID SOUTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 187; THENCE SOUTHERLY ALONG SAID EASTERLY LINE TO THE SOUTHEAST CORNER THEREOF; THENCE WESTERLY A DISTANCE OF 50 FEET ALONG THE SOUTHERLY LINE OF SAID LOT 187 TO THE NORTHEAST CORNER OF SAID LOT 167; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 167, A DISTANCE OF 121.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 167; THENCE WESTERLY AL ONG THE SOUTHERLY LINE OF SAID LOTS 167 TO 176 INCLUSIVE, A DISTANCE OF 494.59 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THAT PORTION OF FAIRMONT AVENUE AS VACATED BY RESOLUTION NO. 18543, RECORDED FEBRUARY 15, 1978 AS INSTRUMENT NO. 78 - 173308 OF OFFICIAL RECORDS.

370 of 545

515 Pioneer
Attachment No 17 - Assignment of Agreements
Exhibit A - Legal Description

Page 2 of 2 ends

EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE LINES OF LOTS 177 TO 187 INCLUSIVE, ALL MINERALS, OILS, GASES AND OTHER HYDROCARBONS

BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER SAID LAND,

WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH THE SURFACE

THEREOF AS EXCEPTED BY THE STATE OF CALIFORNIA, DEPARTMENT OF PUBLIC WORKS IN DEED RECORDED JULY 16, 1968 AS INSTRUMENT NO. 451 IN BOOK D-4066 PAGE 666, OFFICIAL RECORD.

ABOVE LEGAL DESCRIPTION IS DESCRIBED AS LOT A OF PARCEL MAP NO. 1259A AND RECORDED IN BOOK 91 PAGE 89 OF PARCEL MAPS IN THE CITY OF GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

APN: 5637-023-806

371 of 545

515 Pioneer
Attachment No 18 - Environmental Indemnity

Page 1 of 9 ends

ENVIRONMENTAL INDEMNITY

THIS ENVIRONMENTAL INDEMNITY (“ Indemnity”), dated as of _________________, 2022, made by LINC-CORE PIONEER LP, a California limited partnership (“Borrower”), in favor of the HOUSING AUTHORITY OF THE CITY OF GLENDALE , a public body corporate and politic (“Authority”).

WITNESSETH
WHEREAS, Borrower is the owner of a leasehold interest in the real property in the City of Glendale, as more particularly described on Exhibit A attached hereto and made a part hereof, and the real property improvements thereon (collectively referred to as the “Property”); WHEREAS, Borrower and the Authority, entered into that certain Affordable Housing Agreement, dated as of N ovember 18, 2022 (“ Affordable Housing Agreement ”), pursuant to which the Authority agreed to make three loans to Borrower in the original principal amounts of ONE MILLION T HREE HUNDRED THOUSAND DOLLARS ($1,300,000) (“LMIHAF Loan”), TWENTY FIVE MILLION ONE HUNDRED THOUSAND DOLLARS ($25,100,000) (“Measure S Loan ”), and TWO MILLION DOLLARS ($2,000,000) (“HOME LOAN ”), collectively referred to herein as the “Authority Loan ”, to provide part of the financing for the acquisition, development and operation of a 340- unit housing project thereon (the Affordable Housing Agreement and the documents and instruments referred to therein which are being executed by Borrower concurrent ly herewith are referred to collectively as the “Loan Documents”);
WHEREAS, Borrower has agreed to execute and deliver to the Authority this Indemnity to induce the Authority to make the Authority Loan.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual agreements hereinafter set forth, Borrower hereby agrees with the Authority as follows:

Section 1. DEFINITIONS
For the purpose of this Indemnity, “Hazardous Materials” or “Hazardous Substances” will include, but not be limited to, substances defined as “extremely hazardous substances,” “hazardous substances,” “hazardous materials,” “hazardous waste” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 11001-11050; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; and those substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code, as “infectious waste” in Section 25117.5 of the California Health and Safety Code, or as “hazardous substances” in Section 25316 of the California Health and Safety Code or “hazardous materials” as defined in Section 353 of the California Vehicle Code; and in the 372 of 545

515 Pioneer
Attachment No 18 - Environmental Indemnity

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Glendale City CouncilNovember 15, 2022

Glendale City Council
November 15, 2022