Agenda packet, joint meeting — Glendale City Council, August 12, 2025 (part 2 of 2)

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 Trustor 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 th is 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 (if any), and the Investor Limited Partner (if any), 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 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, prior to exercising any remedies hereunder, Beneficiary will give Trustor, each general partner (if any), and the Investor Limited Partner (if any), 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 127 of 169

328 Mira Loma Avenue
Authority AHTF Deed of Trust

Page 13 of 14 ends

Deed of Trust. If the 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 possibl e, then Trustor will have such additional time as is reasonably necessary 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 Investor Limited Partner (if any) written notice thereof, whereupon the Investor Limited Partner (if any), 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 (if any) 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 (if any) within the time period provided herein. Additionally, in the event the Senior Lender or Investor Limited Partner (if any) is precluded from curing a non- monetary default due to a bankruptcy, injunction, or similar proceeding by or against Trustor or a general partner, 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 (if any) 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 become materially jeopardized by a failure to cure a default or the default is not cured wi thin 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 (if any) has been admitted to the Trustor, Beneficiary will send to the Investor Limited Partner (if any) a copy of all notices of default and all other notices that Beneficiary sends to Trustor, at the address for the Investor Limited Partner (if any) 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 Service), 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.

328 Mira Loma Avenue
Authority AHTF Deed of Trust

Page 14 of 14 ends

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.

[Remainder of page intentionally blank]
[signatures on following page]

129 of 169

328 Mira Loma Avenue
Authority AHTF Deed of Trust
S-1
IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day and year set forth above.

“TRUSTOR” [PROVIDE SIGNATURE BLOCK]

130 of 169

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. 131 of 169

328 Mira Loma Avenue
Authority AHTF Deed of Trust
Exhibit A – Legal Description
Exhibit A

LEGAL DESCRIPTION

132 of 169

Assignment and Assumption Agreement and Consent
(328 Mira Loma Avenue)
Exhibit 8

EXHIBIT 8

FORM OF PLHA DEED OF TRUST

[behind this page]

133 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 1 of 14 ends

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

Document entitled to free
recording per Government
Code Section 27383

SUBORDINATED LEASEHOLD DEED OF TRUST,

SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(328 Mira Loma Avenue)
(PLHA)
This Subordinated Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) is made as of __________________, 2025 by LINC 328 MIRA LOMA LLC, a California limited liability company (“Trustor”) (whose address is [Linc to provide address]), to ________________________________, a California corporation (“Trustee”), for the benefit of THE HOUSING AUTHORITY OF THE CITY 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”);
(b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property (the “Improvements”); 134 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 2 of 14 ends

(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, operation 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 ownershi p, use, development, construction, ma intenance, 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 whether 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, const ruction, maintenance, management, operation, 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 authorizations, (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 any of the Property, (vii) license agreements, 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, 135 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 3 of 14 ends

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 $465,600, executed by Trustor of even date herewith, as may be amended or modified from time to time (the “Authority PLHA Loan Note”);
(b) that certain Affordable Housing Agreement and Agreement to Lease Real Property dated as of January 12, 2007, as amended by that certain First Amendment to Affordable Housing Agreement dated on or about March 21, 2008, and as may be further amended or modified from time to time (the “Affordable Housing Agreement”);
(c) that certain Agreement Containing Covenants dated as of February 14, 2007, and recorded in the Official Records on February 15, 2007 as Instrument No. 20070330425, as amended by that certain Amendment to Agreement Containing Covenants recorded March 24, 2008 as Instrument No. 20080496196 of the Official Records, as further amended by that certain Second Amendment to Agreement Containing Covenants dated on or about the date hereof and recorded in the Official Records on or about the date hereof, and as may b e further amended or modified from time to time (“Agreement Containing Covenants”); and
136 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 4 of 14 ends

(d) certain Agreement Containing HOME Program Requirements dated March 21, 2008, as amended by that certain Amendment to Agreement Containing HOME Program Requirements dated on or about the date hereof, and as may be further amended or modified from time to ti me (“HOME Regulatory Agreement”); and
(2) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $465,600 or so much thereof as will be advanced, evidenced by the Authority PLHA Loan Note secured hereby, with interest, according to the terms of the Authority PLHA Loan 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, without limitation, the Agreement Containing Covenants, the HOME Regulatory Agreement, and the Authority PLHA Loan Note (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 secured hereby at the time and in the manner provided therein, and perform the obligations of the Owner/Borrower/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 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 expiration 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 137 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 5 of 14 ends

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 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 t o 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 levy so long as Trustor is contesting the l egality 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, subject 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 alteration of or addition to the buildings or improvements hereafter constructed in or upon said property without the consent of the Beneficiary;

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 138 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 6 of 14 ends

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 the 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 Note 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, conditions, and agreements of said agreements, the principal sum and all arrears of interest, and other charges provided for in the Note 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 otherwise 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 Trustor 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 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 improvements 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;
139 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 7 of 14 ends

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 “ Senior Lender” (as defined in the Note which this Deed of Trust secures) , Beneficiary will be entitled 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 prosecute 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 Lender, all such compensatio n, 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 deducting 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 Note secured hereby. No amount applied to the reduction of the principal will relieve the Trustor from making regular payments as required by the Note secured hereby;

18. Upon default by Trustor in making any payments provided for in the Note 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 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 and all documents evidencing expenditures secured hereby;

19. a. Prior to the repayment in full of the Authority 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 therein, 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 Note 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 140 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 8 of 14 ends

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 determined 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 Authority PLHA Loan is paid in full , the net proceeds (after repayment in full of any Senior Loan and the reconveyance of the Senior 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 Authority PLHA Loan. e. (1) As used herein, “Transfer” includes the 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, assignment, 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 following Permitted Transfers:
141 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 9 of 14 ends

(a) 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; or (b) The granting of easements or permits to facilitate the development of the Property in accordance with the Affordable Housing Agreement; 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, either 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 Note; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally 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 will be vested with all title, powers, and 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; 142 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 10 of 14 ends

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 Note 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 any 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 secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, an d 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 of pending sale under this Deed of T rust 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 to provide notice address]

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 44 dwelling units of affordable housing (plus one manager’s unit), and such dwelling units will be rented to and occupied exclusively by such persons as set forth in the Secured Obligations.

30. Trustor agrees that, except as otherwise provided in the Note secured hereby, upon sale or refinancing of the Property, the entire principal balance of the debt secured by this Deed of 143 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 11 of 14 ends

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 Authority PLHA Loan is a nonrecourse obligation of the Trustor 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 Authority PLHA Loan. Notwithstanding the foregoing, Beneficiary may recover directly from Trustor or from any other party (other than Trustor’s Investor Limited Partner, if any):
(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 litigation 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 Authorit y (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 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 Trustor delivers to 144 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 12 of 14 ends

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.

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 13 of 14 ends

as is reasonably necessary 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 Investor Limited Partner (if any) written notice thereof, whereupon the Investor Limited Partner (if any), 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 (if any) 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 (if any) within the time period provided herein. Additionally, in the event the Senior Lender or Investor Limited Partner (if any) is precluded from curing a non- monetary default due to a bankruptcy, injunction, or similar proceeding by or against Trustor or a general partner, 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 (if any) is otherwise in compliance with the foregoing provisions. In no event will Beneficiary be pr ecluded 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 Beneficiary Executive Director or designee.
(f) After Trustor gives written notice to Beneficiary that the Investor Limited Partner (if any) has been admitted to the Trustor, Beneficiary will send to the Investor Limited Partner (if any) a copy of all notices of default and all other notices that Beneficiary sends to Trustor, at the address for the Investor Limited Partner (if any) 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 Service), 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 Senior Loan. The Executive Director of the Beneficiary or his or her designee may execute such instruments as may be necessary to subordinate the lien of this Deed of Trust and the Secured Obligations, to the deed of trust securing the Senior Loan, and, at the sole and absolute discretion of the Beneficiary, to 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 146 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust

Page 14 of 14 ends

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.

[Remainder of page intentionally blank]
[signatures on following page]

147 of 169

328 Mira Loma Avenue
Authority PLHA Deed of Trust
S-1
IN WITNESS WHEREOF Trustor has executed this Deed of Trust as of the day and year set forth above.

“TRUSTOR” [PROVIDE SIGNATURE BLOCK]

148 of 169

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)

328 Mira Loma Avenue
Authority PLHA Deed of Trust
Exhibit A – Legal Description
Exhibit A

LEGAL DESCRIPTION

150 of 169

Assignment and Assumption Agreement and Consent
(328 Mira Loma Avenue)
Exhibit 9

EXHIBIT 9

FORM OF SECOND AMENDMENT TO AGREEMENT CONTAINING COVENANTS

[behind this page]

151 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 1 ends

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

SPACE ABOVE THIS LINE FOR RECORDER’S USE

FREE RECORDING REQUESTED
(Gov’t Code Section 27383)

SECOND AMENDMENT TO

AGREEMENT CONTAINING COVENANTS
(328 Mira Loma Avenue)
THIS SECOND AMENDMENT TO AGREEMENT CONTAINING COVENANTS (the “Amendment”) is entered into as of __________________, 2025, by and between Linc 328 Mira Loma LLC, a California limited liability company (“Developer”), and the Housing Authority of the City of Glendale (“Authority”), a public body corporate and politic.

A. Authority and METRO LOMA, a California limited partnership (“ Partnership”), have entered into that certain Affordable Housing Agreement and Agreement to Lease Real Property dated as of January 12, 2007, as amended by that certain First Amendment to Affordable Housing Agreement dated on or about March 21, 2008, as further amended by that certain Second Amendment to Affordable Housing Agreement dated on or about the date hereof, and as may be further amended or modified from time to time (collectively, the “Affordable Housing Agreement ”) with respect to that certain real property owned by Authority in the City of Glendale and described in the Affordable Housing Agreement as the “Property”.

B. Authority and Partnership have heretofore entered into that certain Lease Agreement dated on or about February 14, 2007, as amended by that certain Assignment and Assumption and Amendment to Lease Agreement dated on or about the date hereof and recorded in the Official Records of Los Angeles County (“Official Records”) on or about the date hereof, as may be amended or modified from time to time (the “Lease ”), pursuant to which Authority leased the Property to Partnership on the terms and conditions stated therein.

C. Pursuant to the Affordable Housing Agreement, and to assist in providing housing within the City of Glendale that is affordable to persons and families of very low, low and moderate income, the Authority provided a loan to Partnership in the original prin cipal 152 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 2 ends

amount of $5,037,355, using Low and Moderate Income Housing Funds (“LMIHF Loan”) in accordance with California Health and Safety Code Section 33334.2 UetU Useq.U, which loan is evidenced by a promissory note dated on or about February 14, 2007, as amended by that that certain Low and Moderate Income Housing Fund Loan Modification Agreement dated March 21, 2008, and recorded in the Official Records on March 24, 2008, as Instrument No. 20080496197 (“Loan Modification Agreement”), as further amended by that certain Assignment and Assumption and Second Modification of Loan Documents dated on or about the date hereof and recorded in the Official Records on or about the date hereof (“ Second Loan Modification Agreement ”), and as may be further amended or modified from time to time (the “LMIHF Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated February 14, 2007, and recorded in the Official Records on February 15, 2007, as Instrument No. 20070330426, as amended by the Loan Modification Agreement, as further amended by the Second Loan Modification Agreement, and as may be further amended or modified from time to time (the “LMIHF Deed of Trust”).

D. Through the First Amendment to Affordable Housing Agreement and the Loan Modification Agreement, the Authority and Partnership modified the Authority financial assistance so as to reduce the principal amount of the LMIHF Loan by $1,800,000 to $3,237,355, to provide a loan from the Authority to the Partnership in the original principal amount of $1,800,000, using funds derived from the HUD HOME Program (“ HOME Loan”), to amend the rate of interest to be applied to the LMIHF Loan, to clarify the priorities of the HOME Loan and the LMIHF Loan and to amend certain of the other terms and conditions of the Authority Documents as provided therein. The HOME Loan is evidenced by a promissory note dated on or about March 19, 2008, as amended by the Second Loan Modification Agreement, as may be further amended or modified from time to time (the “ HOME Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated February 14, 2007, and recorded in the Official Records on March 24, 2008, as Instrument No. 20080496198, as amended by the Second Loan Modification Agreement, as may be further amended or modified from time to time (the “HOME Deed of Trust”).

E. In furtherance of the Affordable Housing Agreement, Authority and Partnership also entered into (i) that certain Agreement Containing HOME Program Requirements dated March 21, 2008, as amended by that certain Amendment to Agreement Containing HOME Program Requirements dated on or about the date hereof, and as may be further amended or modified from time to time (“ HOME Agreement”), and (ii) that certain Agreement Containing Covenants dated as of February 14, 2007, and recorded in the Official Records on February 15, 2007 as Instrument No. 20070330425, as amended by that certain Amendment to Agreement Containing Covenants recorded March 24, 2008 as Instrument No. 20080496196 of the Official Records, and as may be further amended or modified from time to time (“Covenant Agreement”).

153 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 3 ends

F. Developer has acquired the Project and Metro Loma’s leasehold interest in the Property pursuant to that certain _______________________ dated as of __________________________, 2025, and Metro Loma has assigned to Developer all of Metro Lomas ’s right, title, interest, benefits, burdens, duties and obligations in, to and under the Affordable Housing Agreement, the Lease, the LMIHF Loan, the HOME Loan, the Covenant Agreement, the HOME Agreement, and related documents (collectively referred to herein as the “ Authority/CCRC Documents ”) pursuant to that certain unrecorded Assignment and Assumption Agreement and Consent dated as of __________________________, 2025, as may be amended or modified from time to time (“Assignment and Assumption Agreement ”). As such, Developer is the successor -in- interest to Partnership with respect to the Project and the Authority/CCRC Documents.

G. In connection with the Property, the Authority is modifying its financial assistance to Developer to provide additional funding in the form of two new loans from Authority to Developer with respect to the Project . The first new loan is from the City’s Affordable Housing Trust Funds in the original principal amount of $1,749,891 (“ Affordable Housing Trust Fund Loan”), and is evidenced by a promissory note dated on or about the date hereof, as may be amended or modified from time to time (the “Affordable Housing Trust Fund Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated on or about the date hereof and recorded in the Official Records concurrently herewith, as may be amended or modified from time to time (the “Affordable Housing Trust Fund Deed of Trust ”). The second new loan is new loan from the Permanent Local Housing Allocation (“ PLHA”) fund in the original principal amount of $465,600 (“PLHA Loan”), and is evidenced by a promissory note dated on or about the date hereof, as may be amended or modified from time to time (the “PLHA Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated on or about the date hereof and recorded in the Official Records concurrently herewith , as may be amended or modified from time to time (the “PLHA Deed of Trust”).

H. Authority and Developer desire to amend certain of the terms and conditions of the Covenant agreement as provided herein.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND

FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND

SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE AUTHORITY AND DEVELOPER HEREBY AMEND THE COVENANT AGREEMENT AS FOLLOWS:

1. Capitalized terms not otherwise defined herein shall bear the respective meanings set forth in the Covenant Agreement.

2. Developer. After the date of this Amendment, “Developer” under the Covenant Agreement shall mean Linc 328 Mira Loma LLC, a California limited liability company. The address of Developer for purposes of receiving notices pursuant to the Covenant Agreement shall be:
[Linc to provide address]
154 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 4 ends

3. Maximum Incomes and Rents . Sections 1 and 2 of the Covenant Agreement are hereby deleted in their entirety and replaced to read as follows:
“1. Maximum Incomes.
a. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that Developer, its successors and assignees shall use the Property exclusively to provide affordable housing for a wide range of persons and families of Very Low Income and Low and Moderate Income, subject to all of the terms and conditions of this Agreement, except for one three- bedroom unit designated as the management unit for the on-site manager. The remaining 43 units shall be allocated as follows:
(1) Thirty-two (32) units sha ll be rented exclusively to households meeting the fifty percent (50%) income limit under Tax Credit regulations, consisting of the following: (a) two (2) one -bedroom units; (b) twenty -two (22) two - bedroom units; and (c) eight (8) three-bedroom units.
(2) Eleven (11) units sha ll be rented exclusively to households meeting the sixty percent (60%) income limit under Tax Credit regulations, consisting of the following: (a) six (6) two-bedroom units; and (b) five (5) three-bedroom units.

2. Maximum Rents.
a. The maximum rents, including a reasonable utility allowance for utilities and services (excluding telephone) to be paid by households will be the maximum rent for the applicable income level under Tax Credit regulations. b. This affordability requirement will continue in effect for the Term of this Agreement.
c. Failure to comply with the affordability requirements of this Agreement following notice from the Authority and an opportunity to cure such failure is an event of default under the terms of the LMIHF Loan, HOME Loan, Affordable Housing Trust Fund Loan, and PLHA Loan. Pursuant to the Promissory Note s evidencing the LMIHF Loan, HOME Loan, Affordable Housing Trust Fund Loan, and PLHA Loan, subject to the right to cure, the LMIHF Loan, HOME Loan, Affordable Housing Trust Fund Loan, and PLHA Loan will each be due and payable immediately if the housing does not meet the affordability requirements of this Agreement. d. Upon request, the Authority Executive Director shall notify Developer of the maximum rents that may be charged and the maximum income of persons who are eligible to occupy the Property, based on the then-current area median income. In no event shall rents exceed the maximum rent permitted the T ax Credit regulations.”
155 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 5 ends

4. Term. The last sentence of Section 12 is hereby deleted in its entirety and replaced with the following:
“The requirements of this Agreement shall remain in effect for the longest feasible time, but not less than ninety -nine (99) years after the issuance of the permanent certificate of occupancy for the Project , which was issued on December 23, 2008 (the “Term”).”

5. Reserves. Section 15 of the Covenant Agreement is hereby deleted in its entirety and replaced to read as follows:
“Reserves. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that Developer, its successors and assignees shall establish and maintain during the Term of this Agreement the following reserve accounts with respect to the Project:
a. Replacement Reserve. Developer shall establish and maintain a Replacement Reserve. As of the date of the Second Amendment to this Agreement, Developer shall fund the Replacement Reserve in the amount of $110,000 and thereafter Developer shall replenish the Replacement Reserve in the amount of $250 per unit per year, to be increased in year six and thereafter to $300 per unit per year. The Replacement Reserve shall be used consistent with the Affordable Housing Agreement and this Agreement.

b. Operating Reserve . Developer shall establish and maintain an Operating Reserve. As of the date of the Second Amendment to this Agreement, Developer shall fund the Operating Reserve in the amount of $27,500 and thereafter Developer shall replenish the Operating Reserve in the amount of $______ per unit per year. The Operating Reserve shall be used consistent with the Affordable Housing Agreement and this Agreement.

c. Operating Deficit Reserve. Developer shall establish and maintain an Operating Deficit Reserve. As of the date of the Second Amendment to this Agreement, Developer shall fund the Operating Deficit Reserve in the amount of $160,000. The Operating Deficit Reserve may be drawn quarterly to cover deficits between approved financial projections and actual revenue, and reported with the residual receipts calculation. The Operating Deficit Reserve withdrawals shall not be considered income in the residual receipts calculation.

d. PNA Reserve . Developer shall establish and maintain a PNA Reserve. As of the date of the Second Amendment to this Agreement, Developer shall fund the PNA Reserve in the amount of $540,000 to pay for current and future physical maintenance and repair needs for the Project.

156 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 6 ends

e. Transition Reserve. Developer shall establish and maintain a Transition Reserve. As of the date of the Second Amendment to this Agreement, Developer shall fund the Transition Reserve in the amount of $100,000. The Transition Reserve may be used for extraordinary operating shortfalls or legal costs related to the transition of rent schedules for over income residents. The Transition Reserve may be drawn quarterly as needed. The use of the Transition Reserve should be reported in the annual report to the Authority, but will not require prior approval before use.

f. If any of the amounts in the PNA Reserve, Transition Reserve, or Operating Deficit Reserve remain unused at the beginning of the 8th year of project operations (i.e., January 1, 2034), or at the time of a capital event that requires consent of the Authority, and if Developer cannot demonstrate a need to maintain these Reserves to cover anticipated costs, these Reserves shall be used as a repayment of Authority/ Los Angeles County Development Authority (“LACDA”) loans up to a total of $350,000 in the same pr o rat a shares as set forth in the Promissory Notes for those loans, unless Authority, LACDA, and Developer agree to some other needed use to operate and preserve the Project.

g. Long Term Capital Needs Reserve. The PNA completed prior to the date of the Second Amendment to this Agreement projected the long term needs of the Project through Year 12 to be $1,206,377. In addition to the $540,000 PNA Reserve established the date of the Second Amendment to this Agreement , Developer may retain 100% of residual receipts in Years 2 – 12 following the Second Amendment to this Agreement (i.e., January 1, 2026 through December 31, 2038) for the sole purpose of funding a Long Term Capital Needs Reserve in an amount up to a combined total with the PNA Reserve of $1,206,377. If and to the extent any such additional residual receipts are not used to fund the Long Term Capital Needs Reserve, such residual receipts shall be required to be used to repay Authority/LACDA loans in the same pro rata shares as set forth in the Promissory Notes for those loans , unless Authority, LACDA, and Developer agree to some other needed use to operate and preserve the Project. If the Project is recapitalized using LIHTC (or other funds), the Long Term Capital Needs Reserve deposits of residual receipts will stop, and such residual receipts shall be required to be used to repay Authority/LACDA loans in the same pro rat a shares as set forth in the Promissory Notes for those loans, unless Authority, LACDA, and Developer agree to some other needed use to operate and preserve the Project.”

6. Covenant Agreement Remains in Full Force and Effect . Except as amended hereby, the Covenant Agreement is hereby ratified and confirmed, and continues in full force and effect.

157 of 169

8.5.25 Second Amendment to Agreement Containing Covenants (328 Mira Loma Avenue)

Page 7 ends

7. Additional Documents. The parties each agree to execute and deliver any additional or supplemental documents or instructions as may be necessary or convenient to implement the terms of this Amendment and close the transaction contemplated hereby.

8. Titles and Captions . Titles or captions contained herein are inserted as a matter of conveniences and for reference, and in no way define, limit, extend or describe the scope of this Amendment or any provision hereof.

9. Interpretation. No provision in this Amendment is to be interpreted for or against any party because that party or its legal representatives drafted such provision.

10. Waiver. No breach of any provision hereof may be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

11. Severance. If any provision of this Amendment is determined by a court of competent jurisdiction to be illegal, invalid or enforceable, such provision will be deemed to be severed and deleted from this Amendment as a whole and neither such provision, nor its severance and deletion shall in any way affect the validity of the remaining provisions of this Amendment.

12. Voluntary Agreement. The parties hereto represent and declare that they carefully read this Amendment and know the contents thereof, and that they sign the same freely and voluntarily.

13. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

14. Governing Law. This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

15. Counterparts. This Amendment may be executed in counterparts and when so executed, each such counterpart will constitute an original document and such counterparts will constitute one and the same agreement.

16. Time of Essence. Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Amendment.

17. No Third Party Beneficiaries. This Amendment is made for the sole benefit and protection of the parties hereto, and no other person or persons shall have any right of action or right to rely hereon.
[remainder of page left intentionally blank]
[signatures on following pages]
158 of 169

Second Amendment to Agreement Containing Covenants
(328 Mira Loma Avenue)
Page S - 1
IN WITNESS WHEREOF, the Authority and the Developer have executed this Amendment.

“DEVELOPER” [PROVIDE SIGNATURE
BLOCK]

[signatures continue on following page]
159 of 169

Second Amendment to Agreement Containing Covenants
(328 Mira Loma Avenue)
Page S - 2

“AUTHORITY”

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

By: ____________________________
Roubik 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: ______________________________
Susan Apy

160 of 169

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)
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. 161 of 169

Assignment and Assumption Agreement and Consent
(328 Mira Loma Avenue)
Exhibit 10

EXHIBIT 10

FORM OF AMENDMENT TO AGREEMENT CONTAINING

HOME PROGRAM REQUIREMENTS

[behind this page]

162 of 169

8.5.25 Amendment to HOME Agreement
(328 Mira Loma Avenue)

Page 1 ends

AMENDMENT TO

AGREEMENT CONTAINING HOME PROGRAM REQUIREMENTS
(24 CFR Section 92.504)

THIS AMENDMENT TO AGREEMENT CONTAINING HOME PROGRAM
REQUIREMENTS (the “Amendment”) is entered into as of __________________, 2025, by and between Linc 328 Mira Loma LLC, a California limited liability company (“Owner”), and the Housing Authority of the City of Glendale (“Authority”), a public body corporate and politic.

B. Pursuant to the Affordable Housing Agreement, and to assist in providing housing within the City of Glendale that is affordable to persons and families of very low, low and moderate income, the Authority provided a loan to Partnership in the original prin cipal amount of $5,037,355, using Low and Moderate Income Housing Funds (“LMIHF Loan”) in accordance with California Health and Safety Code Section 33334.2 UetU Useq.U, which loan
is evidenced by a promissory note dated on or about February 14, 2007, as amended by that that certain Low and Moderate Income Housing Fund Loan Modification Agreement dated March 21, 2008, and recorded in the Official Records on March 24, 2008, as Instrument No. 20080496197 (“Loan Modification Agreement”), as further amended by that certain Assignment and Assumption and Second Modification of Loan Documents dated on or about the date hereof and recorded in the Official Records on or about the date hereof (“ Second Loan Modification Agreement ”), and as may be further amended or modified from time to time (the “LMIHF Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated February 14, 2007, and recorded in the Official Records on February 15, 2007, as Instrument No. 20070330426, as amended by the Loan Modification Agreement, as further amended by the Second Loan Modification Agreement, and as may be further amended or modified from time to time (the “LMIHF Deed of Trust”).

163 of 169

8.5.25 Amendment to HOME Agreement
(328 Mira Loma Avenue)

Page 2 ends

C. Through the First Amendment to Affordable Housing Agreement and the Loan Modification Agreement, the Authority and Partnership modified the Authority financial assistance so as to reduce the principal amount of the LMIHF Loan by $1,800,000 to $3,237,355, to provide a loan from the Authority to the Partnership in the original principal amount of $1,800,000, using funds derived from the HUD HOME Program (“ HOME Loan”), to amend the rate of interest to be applied to the LMIHF Loan, to clarify the priorities of the HOME Loan and the LMIHF Loan and to amend certain of the other terms and conditions of the Authority Documents as provided therein. The HOME Loan is evidenced by a promissory note dated on or about March 19, 2008, as amended by the Second Loan Modification Agreement, as may be further amended or modified from time to time (the “ HOME Note”) and secured by a leasehold deed of trust on the leasehold interest in the Property dated February 14, 2007, and recorded in the Official Records on March 24, 2008, as Instrument No. 20080496198, as amended by the Second Loan Modification Agreement, as may be further amended or modified from time to time (the “HOME Deed of Trust”).

D. In furtherance of the Affordable Housing Agreement, Authority and Partnership also entered into that certain Agreement Containing HOME Program Requirements dated March 21, 2008 (“HOME Agreement”).

E. Owner has acquired the Project and Metro Loma’s leasehold interest in the Property pursuant to that certain _______________________ dated as of __________________________, 2025, and Metro Loma has assigned to Owner all of Metro Lomas’s right, title, interest, benefits, burdens, duties and obligations in, to and under the Affordable Housing Agreement, the LMIHF Loan, the HOME Loan, the HOME Agreement, and related documents (collectively referred to herein as the “Authority/CCRC Documents ”) pursuant to tha t certain unrecorded Assignment and Assumption Agreement and Consent dated as of __________________________, 2025, as may be amended or modified from time to time (“Assignment and Assumption Agreement”). As such, Owner is the successor-in-interest to Partnership with respect to the Project and the Authority/CCRC Documents.

F. Authority and Owner desire to amend certain of the terms and conditions of the HOME Agreement as provided herein.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND

FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND

SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE AUTHORITY AND OWNER HEREBY AMEND THE HOME AGREEMENT AS FOLLOWS:

1. Capitalized terms not otherwise defined herein shall bear the respective meanings set forth in the HOME Agreement.
164 of 169

8.5.25 Amendment to HOME Agreement
(328 Mira Loma Avenue)

Page 3 ends

2. Owner. After the date of this Amendment, “Owner ” under the HOME Agreement shall mean Linc 328 Mira Loma LLC, a California limited liability company. The address of Owner for purposes of receiving notices pursuant to the HOME Agreement shall be:
[Linc to provide address]

3. Modification to Affordability. Sections 4.a and 4.b. of the HOME Agreement shall be deleted in their entirety and replaced with the following:

“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 and restricted as follows:
i. Eight (8) units for Very Low Income households (income not to exceed fifty (50%) of median family income as determined by the United States Department of Housing and Urban Development).
ii. Three (3) units for Low Income households (income not to exceed eighty 80% of median family income as determined by the United States Department of Housing and Urban Development).
b. The maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by Very Low Income households 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 maxi mum rent (i.e., tenant contribution plus project -based rental subsidy) is the rent allowable under the Federal or State project-based rental subsidy program.

The maximum rent, including a reasonable utility allowance for utilities and services (excluding telephone), to be paid by Low Income households may not exceed the lesser of:
165 of 169

8.5.25 Amendment to HOME Agreement
(328 Mira Loma Avenue)

Page 4 ends

i. the fair market rent for existing housing for comparable units in the area, as established by HUD under 24 CFR 888.111; and
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 median income for the area, as determined by HUD, w ith adjustments for the number of bedrooms in the unit.”

4. Modification to Term of the HOME Agreement. The Executive Director of Authority or designee shall be permitted to sign an amendment to the HOME Agreement on behalf of the Authority without further action on the part of the Authority to modify the extended Term of the HOME Agreement in compliance with HOME Regulations.

5. HOME Agreement Remains in Full Force and Effect . Except as amended hereby, the HOME Agreement is hereby ratified and confirmed, and continues in full force and effect.

6. Additional Documents. The parties each agree to execute and deliver any additional or supplemental documents or instructions as may be necessary or convenient to implement the terms of this Amendment and close the transaction contemplated hereby.

7. Titles and Captions . Titles or captions contained herein are inserted as a matter of conveniences and for reference, and in no way define, limit, extend or describe the scope of this Amendment or any provision hereof.

8. Interpretation. No provision in this Amendment is to be interpreted for or against any party because that party or its legal representatives drafted such provision.

9. Waiver. No breach of any provision hereof may be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

10. Severance. If any provision of this Amendment is determined by a court of competent jurisdiction to be illegal, invalid or enforceable, such provision will be deemed to be severed and deleted from this Amendment as a whole and neither such provision, nor its severance and deletion shall in any way affect the validity of the remaining provisions of this Amendment.

11. Voluntary Agreement. The parties hereto represent and declare that they carefully read this Amendment and know the contents thereof, and that they sign the same freely and voluntarily.

12. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
166 of 169

8.5.25 Amendment to HOME Agreement
(328 Mira Loma Avenue)

Page 5 ends

13. Governing Law. This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

14. Counterparts. This Amendment may be executed in counterparts and when so executed, each such counterpart will constitute an original document and such counterparts will constitute one and the same agreement.

15. Time of Essence. Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Amendment.

16. No Third Party Beneficiaries. This Amendment is made for the sole benefit and protection of the parties hereto, and no other person or persons shall have any right of action or right to rely hereon.

[remainder of page left intentionally blank]
[signatures on following pages]
167 of 169

Amendment to HOME Agreement
(328 Mira Loma Avenue)
Page S - 1
IN WITNESS WHEREOF, the Authority and the Owner have executed this Agreement.

“OWNER” [PROVIDE SIGNATURE BLOCK]

[signatures continue on following page]

168 of 169

Amendment to HOME Agreement
(328 Mira Loma Avenue)
Page S - 2

“AUTHORITY”

THE HOUSING AUTHORITY OF THE

CITY OF GLENDALE

By: ____________________________
Roubik 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: ______________________________
Susan Apy

169 of 169

Glendale City CouncilAugust 12, 2025

Glendale City Council
August 12, 2025