Agenda packet — Palm Springs City Council, September 25, 2025 (part 3 of 9)

(Revised 05/16/19)

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State

If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity

 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers , Trustees, Other Fiduc iaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

_________________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other ____________________________________

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CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

Page 1 of 2 ends

(Revised 05/16/19)

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.

Kandi Bryant Jackson
SVP, Managing Director
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Exhibit A to Applicant Disclosure Form
NTCIC OƯicers and Directors

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Kevin Krulewitch □ Officer ~ Director O Member O Manager -------------------[name] O General Partner O timited Partner
□ Other ____________ _
Elaine Di Pietro □ Officer ~ Director O Member O Manager ----=....::...........::....... ___ --=--_---=-_______ _ [name]
O General Partner O Limited Partner
□ Other ____________ _
Vince L. Michael □ Officer g Director O Member O Manager -------------------[name] O General Partner O Limited Partner
□ Other ____________ _
_ __:B:....e:....t:....h_B_ e.....:rg::..m_ a_n ___________ □ Officer ~Director D Member D Manage r [name]
D General Partne r O Limited Partner
D Othor _____________ _
Tony Gelderman □ Officer l:Krnre ctor □ Member D Manage r -----------=------=----------[name] D General Partne r O Limited Partner
D Other ____________ _
Thompson M. Mayes □ Officer ~ire ctor D Member D Manage r ___ _:_ ____ ....:...._----=---------- [name)
D General Partne r O Limited Partner
D Other ____________ _

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__ s_a_n_d_r_a_M_ . _M_o_o_r_e __________ □ Officer)(! Director O Member O Manage r [name]
D General Partne r D Limited Partner
0 OthQr _____________ _
__ M:....:....:e..:....l..:....is:.._s __ a_M_c_D_o_n_a_l_d __________ □ Officer ~irector O Member O Manage r [name]
D General Partne r D Limited Partner
O Other _____________ _
__ L_a_u_r_i_M_. _M_i_c_h_e--=-l------:::---------- □ Officer CKDirector D Member D Manage r [name)
O General Partne r O Limited Partner
D Other ____________ _
_ ____,!Mc...!.!.:ic~h~a~e!::..!....l :....P.:o.:..:kc::::o.!..r~ni-_________ O Officer !;&Director O Member O Manage r [name]
D General Partne r D Limited Partner
0 Olh9r _____________ _
__ D_a_v_i_d_C_lo_w_e_r ____________ ~Officer O Director O Member O Manage r [name]
D General Partne r D Limited Partner
O Other _____________ _
__ S.:::..::u.=z.::a.:..:n.:..:n:...:e..:....B=-r:...:o:...:w:....:....:....n_-----=-----=--------~ Officer D Director D Member D Manage r [name)
O General Partne r O Limited Partner
0 Other ____________ _
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__ K_a_n_d_i _Ja_c __ ks_o_n ___________ )8( Officer 0 Director 10 Member 0 Manager [name]
O General Partner O Limited Partner
O Othar _____________ _
__ K_a_r_i n_B_e_r_ry ___ ----::----------- ~Officer 0 Director 10 Member 0 Manage r [name]
O General Partner O Limited Partner
0 Other _____________ _
___ R_._B_r_e_t_M_o_s_h_e_r_--=--------- ~Officer O Director □ Member O Manager [name]
O General Partner 0 Limited Partner
D Other ____________ _
__ .:..._H_:e_:a_t_h_e_r_B_u_e_t_h_e __________ '8:Officer 0 Director 0 Member 0 Manager [name]
O General Partner O Limited Partner
O Othor _____________ _
_ ___:_A __ m__:_a_n_d_a_B_lo_----=-om_b_e---:rg:=------------t)(Officer 0 Director 0 Member 0 Manage r [name]
O General Partner O Limited Partner
□ Other ____________ _
__ K_a_th_Le_e_n_G_a_lv---:a:-n-----=--------- J)(Officer □ Director □ Member O Manager [name]
O General Partner O Limited Partner
□ Other ____________ _

ATTACHMENT C

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55575.70011\44190663.3

Recording requested by
and return to:

John Rottschaefer
Best Best & Krieger LLP
3390 University Avenue, 5th Floor
Riverside, CA 92501

[THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION ______ OF THE CALIFORNIA REVENUE AND TAXATION CODE. ] THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

GROUND LEASE AGREEMENT

Dated as of __________, 2025

by and between

CITY OF PALM SPRINGS, as Lessor

and
w
PALM SPRINGS PLAZA THEATRE LANDLORD, LLC, a California limited liability company as Lessee

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1 GROUND LEASE AGREEMENT
This GROUND LEASE AGREEMENT (this “Ground Lease ”) dated as of __________, 2025 is made and entered into by and between the CITY OF PALM SPRINGS (the “City” or “Lessor”), a charter city duly organized and existing under and by virtue of the laws of the State of California, as lessor, and PALM SPRINGS PLAZA THEATRE LANDLORD, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (the “Lessee”), a limited liability company duly organized and existing under and by virtue of the laws of the State of California, as lessee.

W I T N E S S E T H
WHEREAS, the City is the o wner of the real property described in Exhibit A attached hereto (the “Site”); and
WHEREAS, the City Council of the City has determined that it is in the best interests of the City, and for the common benefit of the residents of the City, to rehabilitate the building commonly known as the Plaza Theatre located on the Site (the “Building”) into a performing arts venue; and
WHEREAS, the Lessee has agreed to provide for the rehabilitation of the Building in a manner that will qualify for Historic Tax Credits; and WHEREAS, the Lessee desires to lease the Site and the facilities therein (including the Building) (the “Facilities”) as Lessee from the City and has duly authorized the execution and delivery of this Ground Lease; and
WHEREAS, the City is authorized to lease the Site and the Facilities as lessor and has duly authorized the execution and delivery of the Ground Lease; NOW, THEREFORE, for and in consideration of the premises, which are expressly made a part hereof, the sum of One Dollar ($1.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutu al covenants hereinafter contained, the parties agree as follows:

ARTICLE I

DEFINITIONS
Except as otherwise provided herein, a ll words and phrases defined in Article I of the HTC Lease dated as of __________, 2025 by and between the Lessee, as landlord, and Palm Springs Plaza Theatre Master Tenant, LLC, a California limited liability company (the “Tenant”) (the “HTC Lease”) shall have the same meaning in this Ground Lease.

ARTICLE II

DEMISING CLAUSES
The City leases to the Lessee, and the Lessee leases from the City, the Site and Facilities, subject only to Permitted Encumbrances, in accordance with the provisions of this Ground Lease, to have and to hold for the Term of this Ground Lease. 1M - Page 19
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2 ARTICLE III

QUIET ENJOYMENT
The parties intend that the Site and Facilities will be leased to the Tenant pursuant to the HTC Lease for the Term thereof. It is further intended that, to the extent p rovided herein and in the HTC Lease , if an Event of Default occurs under the HTC Lease , the Lessee, or its assignee, will have the rig ht, for the then remaining Term of this Ground Lease, to sublease the Site and Facilities. Subject to any rights the Tenant may have under the HTC Lease (in the absence of an Event of Default) to possession and enjoyment of the Site and Facilities, the City hereby covenants and agrees that it will not take any action to prevent the Lessee from having quiet and peaceable possession and enjoyment of the Site and Facilities during the term hereof and will, at the request of the Lessee and at the Lessee’s cost, to the extent that it may lawfully do so, join in any legal action in which the Lessee asserts its right to such possession and enjoyment.

ARTICLE IV

SPECIAL COVENANTS
Section 4.01 Waste. The Lessee agrees that at all times that it is in possession of the Site and Facilities, it will not commit, suffer or permit any waste on the Site and Facilities, and that it will not willfully or knowingly use or permit the use of the Site and Facilities for any illegal purpose or act.

Section 4.02 Further Assurances and Corrective Instruments . The City and the Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadeq uate or incorrect description of the Site and Facilities hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease, and the HTC Lease.

Section 4.03 Release and Indemnification Covenants . To the extent authorized by law, t he Lessee shall and hereby agrees to indemnify and hold the City, and its respective officers, agents, successors and assigns, harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management of, or from any work or thing done on the Site and Facilities by the Lessee; (b) any breach or default on the part of the Lessee in the performance of any of its obligations under this Ground Lease; (c) any act or negligence of the Lessee or of any of its agents, contractors, servants, employees or licensees with respect to the Site and Facilities ; (d) the use, presence, storage, disposal of any Hazardous Substances on or about the Site and Facilities ; or (e) any act or negligence of any sublessee of the Lessee with respect to the Site and Facilities . No indemnification is made under this Ground Lease Agreement for willful misconduct or negligence under this Lease Agreement by the Lessor or any of its officers, agents, employees, successors or assigns.

Section 4.04 Possessory Interest. Rights granted to the Lessee by th e City may create a possessory interest subject to taxation pursuant to Section 107.6 of the Revenue and Taxation Code of the State of California. If applicable, the Lessee shall pay or cause to be paid the property tax assessed upon the possessory i nterest created hereunder . Lessee acknowledges that 1M - Page 20
55575.70011\44190663.3

3 the notice required un der Section 107.6 of the Revenue and Taxation Code of the State of California has been provided.

Section 4.05 Intended Tax Treatment . The Lessor and Lessee will treat this Ground Lease as a sale of the Building from Lessor to Lessee for federal income tax purposes and accordingly will treat Lessee as the owner of the Building for federal income tax purposes. Neither Lessor nor Lessee will take any position inconsistent with the foregoing.

Section 4.06 Insurance. The Lessor has obtained and maintained insurance in form and amounts satisfactory to Lessee, as specified in Exhibit B to this Agreement.

ARTICLE V

ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 5.01 Assignment and Subleasing . This Ground Lease may be assigned and the Site and Facilities subleased, as a whole or in part, by the Lessee to the Tenant and further sub-leased by the Tenant to Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corporation or any subtenant is provided in the HTC Lease , without the necessity of obtaining the consent of the City. The Lessee shall within thirty (30) days after such an assignment or sublease, furnish or cause to be furnished to Lessor a true and correct copy of such assignment or sublease, as the case may be.

Section 5.02 Restrictions on the City . The City agrees that it will not lease, mortgage, sell, encumber, assign, transfer or convey the Site and Facilities or any portion thereof during the term of this Ground Lease.

ARTICLE VI

TERM, RENT
Section 6.01 The term of this Ground Lease shall commence as of the date hereof and shall remain in full force and effect from such date to and including __________, 2100 (the “Term”); provided, however, that this Ground Lease shall be terminated ten business days subsequent to either of the following dates:
(a) The date on which the Parties hereto agree in writing that this Ground Lease shall be terminated; or
(b) [to come]
Notwithstanding anything to the contrary set forth in this Ground Lease, the Lessor agrees that, prior to termination of the HTC Lease, upon any event of default hereunder, Lessor’s rights and remedies on account of such event of default shall be limited (regardless of whether such rights and remedies arise under the terms of this Ground Lease, at law or in eq uity, Lessor hereby expressly and absolutely waiving such rights and remedies for said period) such that in no event whatsoever shall Lessor have any right or remedy to terminate this Ground Lease or Lessee’s right to possession of the Site and Facilities hereunder. 1M - Page 21
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4 Section 6.02 In consideration of the lease of the Site and the Facilities by the City to the Lessee, the Lessee hereby agrees to pay to the City on the date hereof the sum of $55.00 as an advance rental payment. From after __________, 2080, the City and the Lessee agree that the amount of rent and the timing and manner of the payment of rent shall be determined by the City and agreed to by the Lessee taking into consideration then current market condition ; provided, however, that if the rent proposed by the City for such period after ____, 2080 is greater than $1 per year, then the Lessee shall have the option to terminate this Ground Lease at such time.

Section 6.03 Upon the termination of this Ground Lease, the Lessee shall have no further interest in the Site and Facilities. The Lessee agrees to take such necessary action to cause clear title to Site and Facilities thereon to be in the name of the City.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Binding Effect. This Ground Lease shall inure to the benefit of and shall be binding upon the City, the Lessee and their respective successors and assigns.

Section 7.02 Severability. In the event any provision of this Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.03 Amendments, Changes and Modifications. This Ground Lease may not be effectively amended, changed, modified, altered or terminated without the written agreement of both parties hereto.

Section 7.04 Execution in Counterparts . This Ground Leas e may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.05 Applicable Law . This Ground Lease shall be governed by and construed in accordance with the laws of the State of California.

Section 7.06 Captions. The captions or headings in this Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Ground Lease.
(Signature page follows)
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S-1

IN WITNESS WHEREOF, the City of Palm Springs has caused this Ground Lease to be executed in its corporate name and attested by its duly authorized officers, and Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company has executed this Ground Lease in its name and attested by its duly authorized officers. All of the above occurred as of the date first above written.

CITY OF PALM SPRINGS, as lessor

By: _______________________________

ATTEST:

__________________________________
_________________
City Clerk

PALM SPRINGS PLAZA THEATRE
LANDLORD, LLC, a California limited liability
company

By: Palm Springs Plaza Theatre Managing
Member, LLC, a California limited liability
company, its managing member
By: ___________________________
Name: ________________________
Title: _________________________

-Signature page-
Ground Lease Agreement
between City of Palm Springs and Palm Springs Plaza Theatre Landlord, LLC 1M - Page 23
55575.70011\44190663.3

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.

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)

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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)

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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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A-1

EXHIBIT A

DESCRIPTION OF SITE
[To come]

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1 EXHIBIT B

INSURANCE PROVISIONS

Property insurance, commercial liability insurance, and earthquake insurance shall be maintained by City pursuant to blanket insurance policies. [NTD: Additional Detail to be added.]

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2 WHEN RECORDED RETURN TO:

Best, Best & Krieger LLP (JRR)
3390 University Avenue, 5th Floor
Riverside, CA 92501

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION ______ OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

MEMORANDUM OF GROUND LEASE
THIS MEMORANDUM OF GROUND LEASE is made and entered into as of __________, 2025, by and between the CITY OF PALM SPRINGS, a charter city duly organized and existing under the laws of the State of California (the “City”) and PALM SPRINGS PLAZA THEATRE LANDLORD, LLC, a California limited liability company organized and existing under the laws of the State of California (the “HTC Lessee”), who agree as follows:

1. The Ground Lease . The HTC Lessee leases from the City and the City leases to the HTC Lessee certain real property described in paragraph 2 hereof, and the improvements situated upon said real property, upon the terms and conditions, and for the term, more fully set forth in the Ground Lease Agreement dated as of __________, 2025, by and between the HTC Lessee and the City (the “Ground Lease”), all of the provisions of which are hereby incorporated into this Memorandum of Ground Lease by reference.

2. Leased Premises; Term. The real property leased by the City to the HTC Lessee is located in the County of Riverside, State of California, consisting of the land described more fully in Exhibit A attached to this Memorandum of Ground Lease, together with all improvements to be acquired, constructed and equipped thereon as provided in the Ground Lease, excepting therefrom only the improvements, if any, specified in the Ground Lease. The Ground Lease is for a term commencing on __________, 2025, and ending on __________, 2100, unless such term is extended or previously terminated as provided in the Ground Lease.

3. Provisions Binding on Successors and Assigns . Subject to the provisions of the Ground Lease relating to assignment and subletting, the Ground Lease shall inure to the benefit of and shall be binding upon the City and the HTC Lessee and their respective successors and assigns.

4. Purpose of Memorandum of Lease. This Memorandum of Ground Lease is prepared for the purpose of recordation, and it in no way modifies the provision s of the Ground Lease.
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3 IN WITNESS WHEREOF, the City and the HTC Lessee have caused this Memorandum of Ground Lease to be executed in their respective names by their duly authorized officers, all as of the date first above written.

CITY OF PALM SPRINGS, as lessor

By: _______________________________

ATTEST:

__________________________________
_________________
City Clerk

PALM SPRINGS PLAZA THEATRE
LANDLORD, LLC, a California limited liability
company

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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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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)

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B-1

EXHIBIT A

DESCRIPTION OF LEASED PROPERTY
[to come]

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ATTACHMENT D

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R&B Draft 9/9/25
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease

_________________________

HTC LEASE
_________________________

by and between

PALM SPRINGS PLAZA THEATRE LANDLORD, LLC, a California limited liability company
(as HTC Landlord)

and

PALM SPRINGS PLAZA THEATRE MASTER TENANT, LLC, a California limited liability company
(as HTC Tenant)

October [15], 2025

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1 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease

HTC LEASE
THIS HTC LEASE (this “HTC Lease”) is made and entered into as of [______], 2025 (the “Effective Date ”) by and between PALM SPRINGS PLAZA THEATRE LANDLORD, a California limited liability company (the “HTC Landlord”), and PALM SPRINGS PLAZA THEATRE MASTER TENANT, a California limited liability company (the “HTC Tenant”).

RECITALS
The following recitals (“Recitals”) are a material part of this HTC Lease:

WHEREAS, HTC Landlord owns a leasehold interest in the building commonly known as the Plaza Theatre, located at 128 S . Palm Canyon Dr., Palm Springs, California 92262 (the “Building”), and the land upon which the Building is located, more particularly described in Exhibit A attached hereto (the “Land” and, together with the Building, other improvements on the Land and rights appurtenant thereto, the “ Property”) pursuant to that certain [Ground Lease Agreement] dated as of [____________], 2025, by and between the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California (“Palm Springs”), as landlord, and HTC Landlord, as tenant (the “Ground Lease”); WHEREAS, HTC Landlord is rehabilitating the Bui lding into a theater in a manner that will qualify for Historic Tax Credits (as hereinafter defined) (the “Project”); WHEREAS, HTC Tenant desires to lease the Property from HTC Landlord pursuant to the terms of this HTC Lease, and to hold, maintain, operate, and sell or otherwise dispose of its interest in the Property hereunder (the “Leasehold Interest”); and WHEREAS, HTC Tenant desires to sublease the Property to the Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corpor ation (“ Theater Subtenant ”) pursuant to that certain [Sublease Agreement], dated as of the Effective Date, by and between HTC Tenant, as landlord, and Theater Subtenant, as tenant (the “Theater Sublease”).

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2 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease

AGREEMENT
ARTICLE I.

DEFINED TERMS
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the HTC Tenant Operating Agreement (as hereinafter defined) as the same is being executed as of the date hereof, a copy of which is being delivered to HTC Landlord simultaneously herewith.

In addition to the defined terms set forth above in the Recitals to this HTC Lease, the following defined terms used herein shall have the meanings specified below:
“Accountants” means Novogradac & Company, LLP or such other firm o f independent certified public accountants as may be engaged by HTC Landlord with the Consent of HTC Tenant and the Investor Member.
“Additional Rent” has the meaning set forth in Section 3.3. “Affiliate” means, with respect to a specified Person, (i) any Person directly or indirectly controlling, controlled by or under common control with the Person specified, (ii) any Person owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the Person specified, (iii) any officer, director, partner, trustee or member of the Immediate Family of the Person specified, (iv) if the Person specified is an officer, director, general partner, manager, managing member or trustee, any corporation, partnership or trust for which that P erson acts in that capacity or (v) any Person who is an officer, director, general partner, manager, managing member, trustee or holder of 10% or more of outstanding voting securities or beneficial interests of any Person described in clauses (i) through ( iv). The term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, Investor Member shall not be deemed an Affiliate of any Developer Entity and vice versa. “Anticipated Completion Date” means [October 31], 2025. “Applications” has the meaning set forth in Section 8.6(c)(v). “Applicable Laws” means any provision of any federal, state, municipal or local laws, ordinances, rules, regulations, requirements, including without limitation Environmental Laws, or any order, judgment, decree, determination, or award of any court binding on HTC Landlord, HTC Tenant, or any other Developer Entity, or their assets including the Property. “Approved Loan Documents ” means any loan documents (including any Mortgage) executed in connection with any loan from a Lender that have been approved by HTC Tenant and Investor Member in accordance with this HTC Lease.
“Architect” means Architectural Resources Group or such other firm as may be engaged by HTC Landlord with the Consent of HTC Tenant and the Investor Member to provide architectural services in connection with the Rehabilitation. 1M - Page 37

3 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Architect Agreement” means that certain Professional Services Agreement A9173 between HTC Landlord and Architect dated August 1, 2022 (including all exhibits and attachments thereto).
“Base Rent” has the meaning set forth in Section 3.1.
“Building” has the meaning set forth in the Recitals.
“Business Day” means a day during which commercial banks in Palm Springs, California, are open for business of the nature required for the implementation or administration of this HTC Lease.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision or provisions of prior or succeeding law. “Commencement Date” means the day prior to the first date on which any portion of the Building is Placed in Service for purposes of the Historic Tax Credits. “Commercial Subleases” means and refers to the Theater Sublease, together with any other lease or sublease or o ther agreement for the use or occupancy of any portion of the Leasehold Interest entered into after the date hereof by the HTC Tenant with the Consent of the Investor Member, other than a lease, sublease or other agreement for the use or occupancy of any p ortion of the Leasehold Interest as a “dwelling unit” as that term is defined in Section 168 (e)(2) of the Code.
“Condemnation Award ” means the aggregate amount of any condemnation award or awards payable with respect to a Taking, whether by agreement or pu rsuant to a judgment or otherwise, including consequential damages, with any interest on such amount, net of any unreimbursed costs and expenses of collecting the same. “Consent” means prior written consent or approval, as the context may require, to do th e act or thing for which the consent is solicited. Any Consent of the Investor Member may be provided or withheld in the Investor Member’s sole discretion. [“Construction Consultant ” means [_________________] or such other construction monitor or provider of construction management and inspection services as may be selected by Investor Member.]
“Construction Contract” means that certain Construction Contract between Palm Springs and Contractor, dated December 28, 2023, , and having a an initial contract award in the amount of $26,322,000.00 (including all exhibits, attachments thereto and change orders approved (a) as required under the Operating Documents and (b) by the National Park Service, if required), pursuant to which the Property is being rehabilitated, together with any other agreement, presently existing or executed after the date hereof, between HTC Landlord and a Contractor for work, labor, services or materials in connection with the Project . [NTD: Will Construction Contract be assigned?]
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4 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Construction Documents” means and includes (i) each Construction Contract; and (ii) the Plans and Specifications.
“Contractor” means Woodcliff Corporation, together with any other Person with whom HTC Landlord contracts, now or hereafter, for work , labor, services or materials in connection with the Project.
“Credit Commencement Date” means the date on which any improvements to the Building (or any portion thereof) funded with QREs arising from the Rehabilitation of the Building achieve Placement in Service for federal income tax purposes and the applicable portion of the Building is eligible for the Historic Tax Credit (other than the subsequent issuance of the Part 3 Approval).

“Cut-Off Date” means [December 31, 2025].
“Date of Taking” has the meaning set forth in Section 7.6(b). “Designated Prime Rate” means the prime commercial rate of interest as published from time to time in The Wall Street Journal, or such other source as the parties may agree, adjusted as such rate adjusts.
“Developer” means, collectively, Palm Springs and Theater Subtenant. “Developer Entity ” means each of each Developer, the Managing Member, each Guarantor, HTC Landlord, each of the members of HTC Landlord, and any other Affiliate of any of them with any connection to the Property or HTC Tenant; provided, however, that the Investor Member shall not be deemed a Developer Entity.
“Development Agreement” means that certain Development Services Agreement dated as of the date hereof between HTC Landlord and the Developer for se rvices rendered by the Developer in connection with the rehabilitation of the Building. “Development Costs” means all expenditures of the HTC Landlord which are required to (i) discharge the HTC Landlord’s obligations arising under this HTC Lease during t he Property Development Period, (ii) pay any expenses incurred by the HTC Landlord and/or the HTC Tenant as a result of the execution of the HTC Lease, (iii) fund any reserves required to be funded from Development Sources, and (iv) achieve Final Completion. [Without limiting the generality of the foregoing, the term “Development Costs” shall include any escrow deposit requirements of the HTC Landlord and/or HTC Tenant which are conditions to this HTC Lease, including without limitation, any amount s necessary for local taxes, utilities, earthquake and other insurance premiums and other purposes, which might be required.]
“Development Fee” means the fee payable to the Developer pursuant to the provisions of the Development Agreement.
“Development Sources” means the net, HTC Landlord’s share of any casualty insurance or condemnation award proceeds to the extent received during the Property Development Period, necessary for rebuilding of the Property, and available therefor, and any other funds anticipated to 1M - Page 39

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease be available to HTC Landlord during the Property Development Period as reflected in the Projections.
“Disbursement Deliverables ” has the meaning set forth in the HTC Tenant Operating Agreement.
“Disqualified Person” has the meaning set forth in Section 8.5(c)(ii). “Effective Date” means the date hereof.
“Election” has the meaning set forth in Section 6.8(a)
“Environmental Laws” means the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. § 9601 et seq., and/or the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., and/or the Occupational Safety and Health Act, the Clean Air Act, the Clean Water Act, 33 U.S.C. Section 1251, et seq. the Safe Drinking Water Control Act, and the Residential Lead -Based Paint Hazard Reduction Act of 1992, each as amended from time to time a nd any other federal, state, or local statute, code, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, writ, judicial decision, common law rule, decree, agency interpretation, injunction or other authorization or requirement whenever promulgated, issued, or modified, including the requirement to register underground storage tanks, relating to:
(i) emissions, discharges, spills, releases, or threatened release of pollutants, contaminants, Hazardous Substances (as hereinafter defin ed), materials containing Hazardous Substances, or hazardous or toxic materials or wastes into ambient air, surface water, groundwater, watercourses, publicly or privately owned treatment works, drains, sewer systems, wetlands, septic systems or onto land; or (ii) the use, treatment, storage, disposal, handling, manufacturing, transportation, or shipment of Hazardous Substances, materials containing Hazardous Substances or hazardous and/or toxic wastes, material, products, or by -products (or of equipment or apparatus containing Hazardous Substances). “Environmental Reports” means and refers to each of the following:

That certain Phase I Environmental Site Assessment Report dated as of July 2025 prepared by Dudek;
[______________________]; and
[______________________].
“Event of Default” has the meaning set forth in Section 9.1. 1M - Page 40

6 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Excess Development Costs ” means all Development Costs in excess of Development Sources.
“Final Completion” has the meaning set forth in the HTC Tenant Operating Agreement. “Final Cost Certification” means, for the Building, a final, fully signed, written certification of the Accountants as to (i) the itemized amounts of the Rehabilitation, (ii) the QREs incurred in connection with the Rehabilitat ion, (iii) the portion of such QREs that qualify as “qualified improvement property” (as defined in Section 168(e)(6) of the Code ), (iv) the portion of QREs attributable to Development Fee that was incurred but not actually paid as of the date of the certification, and (v) the Actual Historic Tax Credits (as defined in the HTC Tenant Operating Agreement), which certification shall constitute no less than an “examination report”.

“Force Majeure” means acts of God, fire, storm, strikes, blackouts, labor disputes, riot or civil insurrection, terrorism, inability to obtain materials, equipment or labor, or unusual weather conditions.
“Guarantor” means Palm Springs , in such Person’s capacity as guarantor of certain obligations pursuant to the Guaranty, as adjusted from time to time. “Guaranty” means that certain Guaranty for the benefit of the Investor Member, dated as of even date herewith, pursuant to which each Guarantor has guaranteed certain obligations with respect to the Property, as amended, restated or otherwise modified from time to time. “Hazardous Substance” means (i) hazardous materials, hazardous wastes, and hazardous substances as those terms are defined under any applicable Environmental Laws, (ii) petroleum and petroleum products including crude oil and any fractions thereof, (iii) natural gas, synthetic gas, and any mixtures thereof, (iv) asbestos and/or any material which contains any hydrated mineral silicate, including but not limited to chrysolite, amosite, crocidolite, tremolite, anthophylite, and/or actinolite, whether friable or non -friable, (v) polychlorinated biphenyls (“PCBs”), or PCB -containing materials or fluids, (vi) radon, (vii) lead -based paint, (viii) underground storage tanks; (ix) any other hazardous, radioactive, toxic, or noxious substance, materials, pollutant, or solid, liquid or gaseous waste, and (x) any substance with respect to which a federal, state or local agency requires environmental investigation, monitoring, or remediation. “Historic Approvals” means, collectively, (i) Part 1 Approval; (ii) Part 2 Application and the Part 2 Approval; and (iii) Request for Certification of Completed Work (Form 10 -168c) submitted to the U.S. National Park Service (“Part 3 Application”) and the Part 3 Approval. “Historic Tax Credits” means the tax credit allowable pursuant to Section 47 of the Code for QREs incurred in connection with the “certified rehabilitation” of a “certified historic structure.”
“HTC Landlord Operating Agreement” means that certain Amended and Restated Operating Agreement of HTC Landlord, dated as of the date hereof, by and between Managing Member and HTC Tenant, as amended, restated or otherwise modified from time to time.

“HTC Lease” means this HTC Lease as the same may be amended from time to time. 1M - Page 41

7 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “HTC Lease Payment” has the meaning set forth in Section 3.2. “HTC Program Requirements” means, collectively, the provisions of Sections 47 and 50(d) of the Code, the Treasury Regulations, any other documents and/or regulations and guidance related to the Building’s qualification for and receipt of the Historic Tax Credits and the valid pass through and/or allocation thereof to HTC Tenant.
“HTC Tenant Operating Agreement” means that certain Amended and Restated Operating Agreement of HTC Tenant, dated as of the date hereof , by and between Managing Member, as managing member, and Investor Member, as investor member, as amended, restated or otherwise modified from time to time.
“HTC Tenant’s Personal Property ” means any personal property of HTC Tenant located upon or used by HTC Tenant in connection with the Property, including without limitation:
(a) all fixtures and other tangible personal property located at or on or intended to be used in connection with the Property; all articles of personal property now or hereafter attached to or intended to be used in or about or in connection with the Property; and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are or shall be attached to the Property;
(b) all contracts, contract rights, accounts, warranties, and agreements, including rights to return of deposits, prepaid premiums or other payments; receivables, rents, chattel paper and instruments, property rights, trade names, plans and specifications, permits, approvals and general intangibles and all other choses in action now or hereafter existing with respect to the Leasehold Interest, and all proceeds from the foregoing; (c) all Insurance Proceeds, including interest, payable in connection with any damage or loss to the Leasehold Interest; all eminent domain awards made with respect to the Leasehold Interest; and
(d) all books and records maintained by HTC Tenant and relating to the operation of the Property.
“HTC Tenant’s Share” has the meaning set forth in Section 7.6(b). “HTC Value” has the meaning set forth in Section 7.6(b). “Immediate Family ” means, with respect to any Person, his or her spouse, children, including adopted children, stepchildren, parents, parents -in-law, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, each whether by birth, marriage, or adoption, as well as any inter vivos trusts created for the benefit of such Person or any of the foregoing. “Impositions” has the meaning set forth in Section 4.2. “Installment Base Rent” has the meaning set forth in Section 3.1. 1M - Page 42

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Insurance Proceeds” means the proceeds obtained under any insurance policy maintained by HTC Tenant and/or HTC Landlord with respect to the Property, on behalf of itself, the other party hereto, any Lender and/or any subtenant of the Property, net of the unreimbursed costs and expenses incurred in the collection of such proceeds.
“Investor Member” means Stetson Investments Fund LLC, a Delaware limited liability company, and its successors and assigns, and in the event of more than one Investor Member, Investor Member means, collectively, all such Investor Members. “IRS” means the Internal Revenue Service.
“Knowledge” means that an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or a prudent individual could be expected to discover such fact or other matter after reasonable investigation. A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time during the term of this HTC Lease served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.
“Land” has the meaning set forth in the Recitals.
“Lease Year” means, in the case of the first lease year, the period from the Commencement Date through December 31st of the year which includes the Commencement Date; thereafter, each successive twelve-calendar month period following the expiration of the first lease year of the Term; except that in the event of the termination of this HTC Lease on any day other than the last day of the last Lease Year then such Lease Year shall be the period commencing with the day following the end of the preceding Lease Year through and including the date of termination. “Leasehold Interest” has the meaning set forth in the Recitals. “Leasehold Interest Value” has the meaning set forth in Section 7.6(b). “Leasehold Lender” means any lender of a Leasehold Loan, in such Person’s capacity as such, or its successor and assigns in such capacity.
“Leasehold Loan” means any loan to the HTC Tenant, including any loan secured by a Leasehold Mortgage.
“Leasehold Mortgage” means any mortgage or deed of trust granted by the HTC Tenant and secured in whole or in part by the Leasehold Interest. “Legal Requirements” means all laws, statutes, ordinances, orders, rules, regulations and requirements of all Federal, state and local governmental or quasi -governmental entities, subdivisions, agencies, authorities or instrumentalities and the appropriate officers, departments, and boards thereof applicable to the Property.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Lenders” means any lender of any loan to HTC Landlord approved by HTC Tenant and Investor Member in accordance with t his HTC Lease and evidenced by Approved Loan Documents.
“Managing Member” means and refers to Palm Springs Plaza Theatre Managing Member, LLC, a California limited liability company, and any replacement or successor managing member under the HTC Tenant Operating Agreement.
“MOU” means that certain Memorandum of Understanding, dated as of November 8, 2022 by and between Palm Springs and Theater Subtenant. [NTD: As amended?] “Mortgage” means any of the mortgages or deeds of trust given by the HTC Landlord to any Lender to secure any loan obtained in connection with the Project with the written consent of Investor Member.
“National Park Service” means the United States National Park Service, an operating unit of the United States Department of the Interior, or any successor agency. “Operating Documents” means and includes (i) the HTC Tenant Operating Agreement; (ii) HTC Landlord Operating Agreement; (iii) this HTC Lease; (iv) the Development Agreement; (v) each Construction Contract; (v i) the Guaranty; (v ii) documents evidencing, guarantying and securing any Leasehold Loan, including but not limited to, any Leasehold Mortgage; (v iii) the Commercial Subleases; ( ix) all instruments delivered to (or required by) any Lender or the Secretary including the Certification Application; (x) documents relating to the Leasehold Interest or the pass through of Historic Tax Credits to HTC Tenant by which HTC Tenant is bound; (x i) any SNDA; (xii) the Ground Lease; and (xiii) Theater Management Agreement. “Operating Expenses” means all expenses of the Property, including, but not limited to, management fees and expenses; any applicable insurance premiums, covering hazards, casualties, liability, and potential losses; license, permit, inspection and occupancy fees; HTC Tenant’s accountant’s fees and legal fees; ma terials and supplies, including charges for telephone, fax, computers, postage and supplies; repairs, maintenance and replacements respecting the Property, including costs of materials, supplies, tools and equipment used in connection therewith; costs incurred in connection with the operation, maintenance, repair, replacing, inspection and servicing (including maintenance contracts) of electrical, plumbing, heating, air conditioning and mechanical equipment and the cost of materials, supplies, tools and equipment used in connection therewith; cost of services including heat, air conditioning, electricity, gas, water and sewer, common area expenses, and other utilities not separately metered for units in the Property; and all other expenses and costs necessar y or desirable to be incurred for the purpose of operating and maintaining the Property, whether or not similar to the foregoing. “Part 1 Approval ” means (i) approval of the National Park Service stating that, if nominated, the Building will likely be indi vidually listed on the National Register of Historic Places maintained by the U.S, Department of the Interior pursuant to the National Preservation Act of 1966 (the “National Register”), and (ii) when obtained, the individual listing of the Building on the National Register.
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10 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Part 2 Application ” means Part 2 of the Historic Preservation Certification Application dated as of March 1, 2024 and plans for Rehabilitation of the Property submitted to the National Park Service, and any amendments thereto which am endments shall be approved by Investor Member prior to the submission of such amendment to the National Park Service. “Part 2 Approval ” means the determination by the National Park Service, pursuant to approval of the Part 2 Application dated June 4, 2024 and approval of the amendment to the Part 2 Application dated [__________] , and approval by the National Park Service of any future amendment to the Historic Preservation Certification Application dated [_________], which is approved by Investor Member pr ior to the submission of such amendment to the National Park Service, approving that the Rehabilitation of the Property described in the Historic Preservation Certification Application and amendments thereto is consistent with the historic character of the Building and meets the Secretary’s Standards.
“Part 3 Approval” means the determination by the National Park Service, pursuant to Part 3 of the Historic Preservation Certification Application, that the completed rehabilitation of the Building is a “cert ified rehabilitation” of a “certified historic structure” under Section 47 of the Code.
“Partial Taking” means a Taking of less than all of the Property. “Permanent Taking” means any Taking that is not a Temporary Taking. “Permitted Encumbrances” means (i) the encumbrances and exceptions set forth in the Title Policy, (ii) the lien of any future Approved Loan Documents, (iii) Commercial Subleases, (iv) the lien of property taxes and/or assessments that are not delinquent , (v) mechanics and materialsmen l iens that have been bonded or insured over in a manner acceptable to Investor Member in its sole discretion.
“Person” means a n individual, partnership, joint venture, limited liability company, corporation, trust, cooperative, association or other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so requires. “Placement in Service”, “Place in Service”, or “Placed in Service” means with respect to the Rehabilitation or any portion thereof the occurrence of the events necessary to establish placement in service thereof for purposes of Section 1.48-12(f)(2) of the Treasury Regulations and Section 47(b) of the Code such that as determined in accordance with the Treasury Regulations (A) the Rehabilitation of the Building funded with QREs (or such phase or portion thereof) are placed in a condition or state of readiness for a specifically assigned function in the HTC Landlord’s trade or business, and (B) the Building has been Substantially Rehabilitated. The HTC Landlord and the HTC Tenant agree and acknowledge that there shall be one “Placem ent in Service” for the entire Building.
“Plans and Specifications” means the plans and specifications prepared in connection with the Rehabilitation of and construction with respect to the Property, including, without limitation, specifications for materials, a copy of which has been delivered to HTC Tenant, as such plans and specifications may be changed from time to time with the appro val of the Investor Member, and any applicable governmental entities, if such governmental entity approval shall be required; 1M - Page 45

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease provided, however, that HTC Landlord shall not authorize any change to the Plans and Specifications inconsistent with the Part 2 Approval and Secretary’s Standards. “Project” has the meaning set forth in the Recitals.
“Projections” has the meaning set forth in Section 8.5 hereof. “Property” has the meaning set forth in the Recitals.
“Property Development Period ” means the period commencing as of the date of the formation of the HTC Landlord and terminating upon Final Completion. “QREs” means “qualified rehabilitation expenditures” as such term is defined in Section 47(c)(2) of the Code, as determined by the Accountants. “Recapture Period” means the time period commencing on the date on which the Credit Commencement Date occurs with respect to the first QREs incurred in connection with the Rehabilitation and ending upon the later of (a) the fifth (5th) anniversary of the date on which the Credit Commencement Date occurs with respect to the last QREs incurred and included in any Final Cost Certification and federal income tax return of the HTC Tenant, or (b) any longer time period during which Federal Historic Tax C redits attributable to the Property are subject to recapture pursuant to the Code.
“Rehabilitation” means the development, construction, renovation and rehabilitation work on the Property described in this HTC Lease, the Plans and Specifications, the Part 2 Application, and the Part 2 Approval, together with any other work on or related to the Property contemplated in each Construction Contract, the Operating Documents, Ground Lease, any Commercial Subleases, and/or the Projections.
“Rent” means, collectively, Base Rent and Additional Rent. “Repairs” means all necessary or customary maintenance, replacements, repairs, and renewals, made in the ordinary course of the operation of the Property, interior and exterior, ordinary and extraordinary, fore seen and unforeseen, of every nature, kind and description.

Notwithstanding anything to the contrary herein, “Repairs” shall not include any Rehabilitation or replacements or corrections of any defective Rehabilitation. “Replacement Reserve” has the meaning set forth in Section 5.2. “Restoration Criteria” has the meaning set forth in Section 7.6(c)(i). “Secretary” means the Secretary of the U.S. Department of the Interior or any authorized representative thereof, including the National Park Service. “Secretary’s Standards” means the standards for rehabilitation set forth in Title 36 of the Code of Federal Regulations, Part 67.7, or any successor provisions, as amended from time to time, together with the Rehabilitation Guidelines, Preservation Briefs a nd Tech Notes found at http://www.nps.gov/tps/index.htm.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “SNDA” means and refers to any SNDA entered into after the date hereof pursuant to Section 2.4.
“Substantial Completion” means, with respect to the Rehabilitation, the date upon which the following have occurred: (i) the Rehabilitation has been completed in a good and workmanlike manner in accordance with (a) the Plans and Specifications, (b) the Secretary’s Standards, (c) the Part 2 Approval, (d) all HTC Program Requirements , (e) the requi rements of the SHPO, (f) Environmental Laws and other Legal Requirements , (g) any Commercial Subleases, and (h) the Ground Lease;(ii) HTC Landlord has equipped the Property with all necessary and appropriate fixtures, equipment and articles of personal pro perty contemplated by the Projections; (iii) the Property has been delivered to HTC Tenant, free from mechanic’s and materialmen’s liens (except liens insured over in a manner satisfactory to HTC Tenant), (iv) a fully executed AIA Form Certificate of Substantial Completion for the Rehabilitation has been prepared and certified by Architect and in form and substance acceptable to the Investor Member and/or its independent inspection and disbursement advisor, which certification may be subject to non-material punchlist items that do not impede the rental of any space in the Property on a full rent paying basis, provided, that HTC Landlord has furnished cash funds or cash equivalents, in escrow, to provide for the completion of such punchlist items, in form, substance and amount reasonably acceptable to the Investor Member; (v) all necessary certificates of occupancy from the applicable governmental jurisdiction(s) or authority(ies) have been received, including without limitation, permanent c ertificates of occupancy for the Building as a whole, or temporary certificates, containing conditions to issuance of a permanent certificate which are acceptable to Investor Member, in its reasonable discretion , (vi) the HTC Tenant and Investor Member hav e received from the HTC Landlord each of the following: (a) a certificate from the Architect in form and substance acceptable to the Investor Member certifying the Project’s compliance with the Part 2 Approval and the Secretary’s Standards; and (b) any other documentation necessary to establish placement in service for purposes of Section 47(b) of the Code. “Substantially Rehabilitated” has the meaning set forth in Treasury Regulations Section

1.48-12(b)(2), such that the QREs incurred with respect to the Rehabilitation, or any phase thereof, during the 24-month measuring period ending with or within the applicable tax year, selected by the HTC Landlord, subject to the Consent of HTC Tenant and the Investor Member, exceed the adjusted basis of the applicable Building at the commencement of such measuring period, as determined in accordance with the Treasury Regulations. “Survey” means the ALTA (or an equivalent) survey prepared, certified and submitted to the HTC Tenant and the Investor Member.
“Taking” means any taking of the title to, access to, or use of all or any part of the Property and/or any interest therein or right accruing thereto, as a result of the exercise of the right of condemnation or eminent domain affecting the Property or any part thereof. A conveyance in lieu of or in anticipation of the exercise of any such right of condemnation or eminent domain shall be considered a Taking. Any such Taking shall be deemed to have occurred upon the earlier to occur of (a) the date on which the pro perty, right or interest so taken must be surrendered to the condemning authority, or (b) the date title vested in a condemning authority or other party pursuant to any Taking. A Taking may be total or partial, permanent or temporary. 1M - Page 47

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease “Temporary Taking” means a Taking that does not extend beyond the Term, so that HTC Landlord’s reversionary interest hereunder is unaffected by such Taking.

“Term” means the term commencing on the Commencement Date and ending on the day preceding the nineteenth (19th) anniversary of the date of the Commencement Date, unless sooner terminated as provided for herein.

“Theater Management Agreement ” means that certain Pre -Opening Services and Management Agreement by and between Theater Subtenant and Global Spectrum, L.P., a Delaware limited partnership d/b/a OVG360, and any property or theater management agreement entered into following the termination of the Theater Sublease.

“Theater Operation Agreement” means that certain Agreement for Management, Operation and Entertai nment Production Services for the Historic Plaza Theatre by and between Palm Springs and Theatre Subtenant, dated July, 24, 2023.

“Theater Sublease” has the meaning set forth in the Recitals.

“Title Company” means Chicago Title Company.

“Title Policy” means that certain ALTA extended coverage leasehold title insurance policy issued by Title Company in the amount of at least $[Will equal maximum amount of equity under HTC Tenant OA], in favor of HTC Tenant and in force as of the date hereof insuring HTC Tenant’s leasehold title to the Property.

“Total Taking” means a Taking other than a Partial Taking.

“Treasury Regulations ” or “ Treasury Reg. ” means the final and temporary regulations promulgated from time to time under the Code.
“Utility Charges” has the meaning set forth in Section 4.3. “Work” has the meaning set forth in Section 7.2.

ARTICLE II.

PROPERTY, TERM AND SUBORDINATION
Section 2.1 Property.

HTC Landlord hereby leases and demises to HTC Tenant, and HTC Tenant hereby leases from HTC Landlord , subject to and with the benefit of the terms, covenants, conditions and provisions of this HTC Lease, the Property and all related personal and tangible property. In addition, HTC Landlord hereby assigns to HTC Tenant all of HTC Landlord’s right to and under 1M - Page 48

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease any and all leases, contracts and intangible property related to the operation of the Property following the Rehabilitation.

Section 2.2 Term.

The Property is hereby leased unto HTC Tenant and its successors and assigns for the Term. HTC Tenant hereby acknowledges that, except for HTC Tenant’s Personal Property , all tangible personal property located at the Property (as of the date hereof and acquired hereafter) is owned by HTC Landlord and the same is being made available for HTC Tenant’s use in connection with its use, occupancy and operation of the Property and nothing herein shall create any ownership interest in favor of HTC Tenant in any such tangible personal property.

Section 2.3 Delivery; Title.

HTC Landlord shall deliver possession of the Property to HTC Tenant on the Commencement Date, in its current condition as modified by the Rehabilitation (subject, however, to the provisions of Article VIII hereof) and free of all title defects and encumbrances except the Permitted Encumbrances.

Section 2.4 Subordination.

HTC Landlord shall cause any Lender now or hereafter holding a Mortgage to enter into a SNDA, in substantially the form attached hereto as Schedule C, with HTC Landlord and HTC Tenant. With respect to any financing secured by a Mortgage (provided, that HTC Tenant has Consented to such financing), if requested by HTC Landlord, upon satisfaction of the following conditions, the HTC Tenant shall subordinate its interest in this HTC Lease to the Mortgage and to any and all advances made thereunder and to the interest thereon:
(i) the execution and delivery of a SNDA by any Lender in substantially the form attached hereto as Schedule C; and
(ii) delivery of such other information reasonably re quested by HTC Tenant and/or any Investor Member.

Section 2.5 Limitation on HTC Landlord’s Rights to Finance.

On or after the Effective Date and continuing throughout the Term, HTC Landlord shall not enter into any financing secured by a mortgage or other encumbrance on the Prop erty or any portion thereof, or any membership interest (director or indirect) in HTC Landlord without the Consent of HTC Tenant and the Investor Member (as described in Section 8.02(b)(xxv), and shall provide not less than thirty (30) days prior written notice of any such anticipated financing. HTC Landlord shall not guaranty or otherwise obligate itself to any financing (secured or otherwise) as approved on the Effective Date without the Consent of the HTC Tenant and the Investor Member, and shall provide not less than thirty (30) days prior written notice of any such anticipated financing. HTC Landlord shall not finance in a manner which would reduce the credit base by reason of the at -risk rules under Section 49 of the Internal Revenue Code or cause recapture of Historic Tax Credits.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Any request for review and approval of financing during the Recapture Period shall be subject to, and in all instances contingent upon, (i) an increase in the [Necessary Earthquake Coverage] in an amount equal to the amount of such new financing, and (ii) payment of the following charges: (A) a minimum financing evaluation fee in the amount of $25,000 plus (B) any and all expenses of Investor Member and Nationa l Trust Community Investment Corporation, a Delaware corporation, related to such financing request.

Section 2.6 HTC Tenant Not Liable on the Approved Loan Documents.

Nothing contained herein shall obligate HTC Tenant to pay any principal, interest, prepayment premiu ms or other amounts in connection with any loan from a Lender, it being acknowledged that at all times the responsibility for payment of any loan from a Lender (or any replacements, accretions or additions to such loans) shall remain the responsibility of HTC Landlord. In the event of any default by HTC Landlord on its obligation to make any such payments, HTC Tenant shall have the right to pay such amounts on behalf of HTC Landlord , whether pursuant to a SNDA or otherwise, and HTC Landlord shall be obligated to reimburse HTC Tenant for such payment and any costs thereof and, in addition, HTC Tenant shall have the right to set-off against the next HTC Lease Payment payable hereunder such amounts as are advanced by HTC Tenant on behalf of HTC Landlord, together with interest from the date advanced until paid or set-off at the annual rate of two percent (2%) in excess of the Designated Prime Rate.

ARTICLE III.

RENT
(a) Base Rent. HTC Tenant shall pay an annual base rent (hereinafter referred to as “Base Rent”) to HTC Landlord for the Property for each Lease Year, in the amounts set forth on Schedule A attached hereto, payable in equal [annual] installments (hereinafter referred to as “Installment Base Rent”) payable on the [first] Business Day of each [year], prorated based on the number of days for any partial [year] [NTD. Confirm projections accurately depict payment dates], commencing on the Commencement Date. In furtherance of the foregoing, upon completion of the Rehabilitation in accordance with the terms of thi s HTC Lease, HTC Landlord shall execute and deliver to HTC Tenant a rent commencement notice in a form reasonably acceptable to and approved by HTC Tenant, and HTC Tenant shall have fifteen (15) calendar days to approve or disapprove such notice, and once approved, HTC Tenant shall execute and return such notice to HTC Landlord (the “ Rent Commencement Notice ”). If at any time a portion of the Property is Placed in S ervice, as evidenced by a Rent Commencement Notice or otherwise, then the Installment Base Rent set forth in Section 3.1 shall only be due from HTC Tenant in an equal amount to the Installment Base Rent multiplied by a fraction, the numerator of which is the square footage in the portion of the Building that has been Placed in Service as of the date such Installment Base Rent is due and the denominator of which is the aggregate square footage of the Building.

Installment Base Rent shall thereafter be adjusted using the same formula as additional portions of 1M - Page 50

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease the Building are Pla ced in Service until the entirety of the Building has been Placed in Service.

Any payment due on a day other than a Business Day shall be payable on the next Business Day.

Section 3.2 Manner of Payment.

Rent and other amounts becoming due from HTC Tenant to HTC Landlord hereunder (hereinafter collectively referred to as the “HTC Lease Payment”) shall be paid in lawful money of the United States to HTC Landlord at the office of HTC Landlord, or as otherwise designated from time to time by written notice from HTC Landlord to HTC Tenant. Except as otherwise expressly provided in this HTC Lease, all HTC Lease Payments shall be payable without deduction, offset, recoupment, counterclaim or dema nd, and regardless of HTC Tenant’s loss of rental income or damage to the Property caused by a casualty. Any HTC Lease Payment and all other sums payable hereunder by HTC Tenant shall be paid (except as otherwise provided for herein) without notice or demand.

Section 3.3 Additional Rent.

This HTC Lease is what is commonly called a “net lease,” it being understood that HTC Landlord shall receive the HTC Lease Payment set forth in Section 3.2 hereof free and clear of any and all charges, costs and expenses for which HTC Tenant is responsible pursuant to Article IV hereof. During the Term, all of such charges, costs and expenses when due shall constitute additional rent hereunder (the “Additional Rent”), even though not necessarily payable to HTC Landlord, and upon the failure of HTC Tenant to pay any of such Additional Rent in accordance with the terms of this HTC Lease, HTC Landlord shall have the same rights and remedies as otherwise provided in this HTC Lease for the failure of HTC Tenant to make any other HTC Lease Payment (subject to Section 9.11 and subject to HTC Tenant’s right to cure such failure upon receipt of written notice from HTC Landlord as set forth in Section 9.1(a) of this HTC Lease).

Nothing herein contained shall obligate HTC Tenant for the payment of any expenses payable by HTC Landlord herein or any income or franchise taxes payable by HTC Landlord of the type described in Section 4.1 and 4.2.

Section 3.4 Default Rate of Interest.

HTC Lease Payments not paid within ten (10) calendar days from the date when due shall bear interest from the date due until paid at the annual rate of two percent (2%) in excess of the Designated Prime Rate . HTC Tenant shall pay as Additional Rent an amount equal to any late fees, default interest or other penalties incurred by HTC Landlord in connection with any loan as a result of failure by HTC Tenant to make any HTC Lease Payment when due.

Section 3.5 Net Lease.

It is the intent of the HTC Landlord and HTC Tenant that this HTC Lease qualify as a “net lease” pursuant to Section 57(c)(1)(B) of the Code (as in effect on the day before the date of the enactment of the Tax Reform Act of 1986) and the provisions of this HTC Lease shall be interpreted, construed, and applied in a manner consistent with such intent. HTC Landlord shall receive the HTC Lease Payment free and clear of any and all Impositions, taxes, assessments, liens, charges or expenses of any nature whatsoever in connection with the ownership, maintenance, repair and operation of the Project. The HTC Tenant shall be solely responsible for 1M - Page 51

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease and shall pay all insurance premiums pursuant to Section 5.4, Operating Expenses, Repairs, Utility Charges, other operating charges, Impositions, maintenance charges, rental costs under equipment or similar leases, a nd any other charges, costs and expenses which may arise or may be contemplated under any provision of this HTC Lease during the Term. The parties hereto agree to make such changes from time to time as are necessary to cause this HTC Lease to qualify as a “net lease” under the Code, effective as of the date hereof.

ARTICLE IV.

TAXES AND OPERATING EXPENSES
Section 4.1 Operating Expenses Generally.

Throughout the Term, HTC Tenant covenants and agrees to pay all Impositions, Utility Charges, costs of all Repairs, liens for work provided to or on behalf of HTC Tenant, insurance, and all other Operating Expenses , if any, which are due and payable during the Term hereof; provided, however, that HTC Tenant shall have no obligation to undertake any maintenance, repairs or replacements for which the subtenants under the Commercial Subleases are otherwise obligated and provided, that property insurance, commercial liability insurance, and Necessary Earthquake Coverage shall be maintained by Palm Springs pursuant to blanke t policies and s o HTC Tenant will not be responsible for maintenance of such policies. HTC Tenant will furnish to HTC Landlord, upon request, a proof of payment of all items referred to in this Section 4.1, including, without limitation, proof of payment of any Impositions and proof of payment of insurance premiums promptly after demand therefor.

Section 4.2 Impositions.

Throughout the Term, HTC Tenant shall pay or cause to be paid, directly to the authority charged with the collection thereof, all real estate taxes, personal proper ty taxes, betterment assessments, and all other impositions, ordinary and extraordinary, general and special, of every kind and nature whatsoever, as well as any payments in lieu of taxes, which may be levied, assessed, charged or imposed during the Term of this HTC Lease (prorated for any tax or installment period partially included in the Term) upon the Property or any part thereof, or upon any improvements at any time situated thereon (such taxes, payments and installments of assessments being hereinafter together referred to as “Impositions”), all such payments to be made not less than five (5) calendar days prior to the last date on which the same may be paid without interest or penalty. HTC Landlord agrees to send promptly to HTC Tenant copies of any notices in respect of any such Impositions.

HTC Tenant, at its sole cost and expense, (a) in its own name or (b) in the name of HTC Landlord, may contest the validity or amount of any Impositions relating to all or any portion of the Property , in which event HTC Tenant may (i) make such payment under protest or (ii) if postponement of such payment will not jeopardize HTC Landlord’s title to the Property or subject HTC Landlord or HTC Tenant to the risk of any criminal liability or civil penalt y, HTC Tenant may postpone the same.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease As may be necessary or desirable, each of HTC Tenant or HTC Landlord, as applicable, upon the request of the other, shall use its reasonable efforts to assist in any such proceeding to contest the validity or amount of any Impositions. Either party paying Impositions shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such Impositions unless previously reimbursed by the other party with respect thereto.

Nothing contained in this Section 4.2, however, shall be construed to allow any such contested Impositions to remain unpaid for a length of time which shall permit the Property or any part thereof, to be sold by any governmental authorities for the non-payment of such Impositions.

HTC Tenant shall promptly furnish HTC Landlord with copies of all notices, appeals, pleadings, motions and orders in any proceedings commenced with respect to such contested Impositions.

If HTC Tenant fails to make any payment referred to in this Section 4.2 when due pursuant to the terms hereof, HTC Landlord shall have the right after five (5) calendar days’ written notice to HTC Tenant to make any such payment on behalf of HTC Tenant and charge HTC Tenant therefor, together with interest from the date advanced until paid or set -off at the annual rate of two percent (2%) in excess of the Designated Prime Rate.

Notwithstanding any provision in this HTC Lease to the contrary, including, without limitation, Section 3.3 of this HTC Lease, HTC Tenant shall not be required to pay, or reimburse HTC Landlord for, (i) any franchise tax, gross receipts tax, revenue tax, premium tax, income tax or profits tax of HTC Landlord, or any such tax imposed after the date hereof by any federal, state, or local governmental authority or jurisdiction if such tax is determined on the basis of the general assets, or the general net income or net revenue of HTC Landlord; or (ii) any estate, inheritance, devolution, succession, transfer, stamp, legacy or gift tax which may be imposed upon or with respect to any transfer of HTC Landlord’s interest in any portion of the Property.

Section 4.3 Utilities.

Throughout the Term, HTC Tenant shall pay or cause to be paid all charges for water, gas, sewer, electricity, light, heat or power, telephone or other service used, rendered or supplied to HTC Tenant in connection with the Property ( “Utility Charges”) and shall not contract for the same in HTC Landlord’s name without the Consent of HTC Landlord; and HTC Tenant shall have no responsibility hereunder for the payment of utilities supplied by the respective providers directly to any subtenant (or any subtenant of a subtenant ) for such subtenant’s (or for any subtenant’s of such subtenant) use in connection with the occupancy of the Property.

Section 4.4 Other.

HTC Tenant covenants to pay and discharge, when the same shall become due, all other amounts, liabilities and obligations which HTC Tenant assumes or agrees to pay or discharge pursuant to this HTC Lease, together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof and which payment HTC Tenant has failed to make when due.

Section 4.5 Tenant Improvements:
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease HTC Landlord agrees that, to the extent any Commercial Sublease that requires any tenant fit out or other tenant improvements (“ Sublease TI ”) to be constructed within the Premises is executed with the consent of the HTC Landlord, HTC Landlord will undertake and complete such Sublease TI in accordance with the terms of the applicable Commercial Sublease and the terms of this HTC Lease without any contribution or payment from HTC Tenant except that HTC Tenant shall be obligated to promptly pay over to HTC Landlord as Additional Rent any sums paid to HTC Tenant by any tenant under the applicable Commercial Sublease with respect to such Sublease TI.

ARTICLE V.

INDEMNITY, LIENS AND INSURANCE
Section 5.1 Indemnification.

HTC Tenant agrees to pay and to defend, indemnify and hold harmless HTC Landlord from and against any and all liabilities, losses, damages, causes of action, suits, claims, demands, judgments, costs and expenses of any kind or any nature whatsoever (including, without limitation, remediation costs, environmental assessment costs, gover nmental compliance costs, and reasonable expert’s and attorneys’ fees and expenses), known or unknown, foreseen or unforeseen, which may at any time be imposed upon, incurred by, or asserted or awarded against HTC Landlord, its employees, agents, members, or other persons serving in an advisory capacity to any of them or against the Property or any portion thereof, arising from: (a) any injury to or death of or claim of injury to or death of any person or any damage to or loss of or claim of damage to or loss of property on the Property, in each case arising out of the use, possession, ownership, condition or occupation of the Property or any part thereof (but not of any other property) from and after the Commencement Date to the extent arising solely out o f the acts or omissions of the HTC Tenant, its employees, agents, or members or invitees of any of them, or (b) violation by HTC Tenant, its employees, agents, or members, or invitees of any of them, of any Environmental Law affecting the Property or any p art thereof or the ownership, occupancy or use thereof from and after the Commencement Date; provided, however, that notwithstanding the foregoing, HTC Tenant shall not have any liability to HTC Landlord for any loss or damage (i) arising out of the acts or omissions of HTC Landlord or persons under the control or direction of HTC Landlord or out of any release or threat of release of Hazardous Substances for which HTC Landlord is responsible under Section 8.4 hereof, or (ii) for which insurance proceeds relating to such damage, loss, or claim are actually made available to the HTC Landlord . HTC Landlord shall give HTC Tenant prompt and timely written notice of any claim made or suit instituted against it or any other party of which it has knowledge, relati ng to any matter which in any way may result in indemnification pursuant to this Section 5.1. The obligations of HTC Tenant under this Section

5.1 shall survive the Term. The foregoing indemnification shall not be construed as creating any rights in or conferring any rights to any third parties.

Section 5.2 Repairs to the Property.

During the Term, at its sole cost and expense, HTC Tenant shall (a) take care of the Property and any personal property leased hereunder in a manner that is consistent for improvements of similar construction and class as the Property; (b) keep the same in good order 1M - Page 54

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease and condition in a manner that is consistent with improv ements of similar construction and class as the Property; and (c) subject to the obligations of the subtenants under the Commercial Subleases, make and perform all Repairs or cause all such Repairs to be made, including, without limitation, those Repairs required to be made under the Ground Lease and any sublease of the Property. All Repairs made by HTC Tenant shall be (x) at least equal in quality to the original improvements, (y) during the Recapture Period , consistent with the Secretary’s Standards and Historic Approvals, and (z) made by HTC Tenant in accordance with all Legal Requirements and HTC Program Requirements. The necessity for or adequacy of Repairs shall be measured by the standards which are appropriate for improvements of similar construction and class, provided, that HTC Tenant shall in any event make or cause to be made all Repairs reasonably necessary to avoid any structural damage or other damage or injury of the Building.

HTC Landlord shall make all Repairs which are capital expenditures under the Code that are required prior to Substantial Completion and the amortization of such Repairs will not be added to the HTC Lease. The foregoing notwithstanding, any Repairs which are capital expenditures under the Code and which are made during the last year of the Term shall not be required to be made, except to the extent that HTC Landlord and HTC Tenant agree to an allocation of the costs thereof. HTC Tenant shall be entitled to the tax benefits (including depreciation) attributable to Repairs or capital expenditures made by it hereunder.

Except as otherwise provided herein, HTC Landlord shall not be required to furnish any services or facilities or to make any Repairs in, about or to the Property or any improvements erected thereon after the Commencement Date. HTC Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, and management of the Property after the Commencement Date. Notwithstanding the foregoing, HTC Landlord acknowledges and agrees that a portion of Rent paid hereunder will be deposited annually in a replacement reserve in the amount of $[50,000] annually (the “ Replacement Reserve ”). The proceeds held in such Replacement Reserve w ill be applied to the cost of Repairs , and, to the extent HTC Tenant is obligated hereunder to perform such Repairs, HTC Landlord agrees to release an amount from the Replacement Reserve to HTC Tenant equal to the cost of such Repairs promptly upon receipt of reasonable evidence of such Repairs delivered by HTC Tenant. If the HTC Landlord fails to release any funds from the Replacement Reserve required by HTC Tenant as required in this Section 5.2, HTC Tenant may offset the costs of any unfunded Repairs aga inst its obligations to pay Rent to HTC Landlord (with any offset amount treated as paid in full).

Section 5.3 Alterations.
(a) Except for Repairs described in Section 5.2 hereof, HTC Landlord shall not, without the Consent of HTC Tenant and Investor Member (which shall not be unreasonably withheld, delayed or conditioned) make any alterations, additions or improvements to the Property, including tenant improvement work following the Commencement Date. Any such HTC Landlord work (i) must be completed in a good and workmanlike manner, with comparable materials and equipment, free and clear of all mechanics’, materialman’s or similar liens, and in conformity with the Secretary’s Standards, Historic Approvals, all applicable Legal Requirements , HTC Program Requirements and requirements of any Lender and (ii) shall not give rise to a Recapture/Disallowance Event (as defined in the HTC Tenant Operating Agreement) or otherwise cause a recapture of any Historic Tax Credits . Before commencement of any work for which 1M - Page 55

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease HTC Tenant’s Consent is required, HTC Landlord shall furnish to HTC Tenant and Investor Member for approval:
(i) copy of the fully executed sub-tenant leases for the space; (ii) copy of the final plans and specifications;
(iii) copy of the SHPO and NPS design approvals;
(iv) copies of the executed construction contract or change order; (iv) copies of the building permit(s);
(v) copies of any approvals, certificates of occupancy, or permit close-outs; (vi) a schedule of all subcontractors and material suppliers, their addresses, and the amounts of such subcontracts;
(vii) evidence of clear title except for Permitted Encumbrances; (viii) a description of impact the tenant improvements have on the overall construction schedule and timing of Plac ement in Service of the improvements to the Building funded with QREs, if any; and
(ix) calculation of amounts, separate from rent, payable to HTC Tenant by any tenant as reimbursement for costs and/or expenses related to the improvements. (b) Except as otherwise provided in Section 6.7, HTC Landlord shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons, firms and corporations doing any work, furnishing any materials or supplies or renting any equipme nt to HTC Landlord or any of its contractors or subcontractors in connection with the reconstruction, furnishing, repair, or operation of the Property, and in all events will bond or cause to be bonded, with surety companies reasonably satisfactory to HTC Tenant and Investor Member , or pay or cause to be paid in full forthwith, any mechanic’s, materialmen’s or other lien or encumbrance that arises, whether due to the actions of HTC Landlord or any person under the control of HTC Landlord, against the Property.
(c) Except for Repairs described in Section 5.2 hereof, HTC Tenant shall not, without the Consent of HTC Landlord (which shall not be unreasonably withheld, delayed or conditioned) make any alterations, additions or improvements to the Property, includ ing tenant improvement work. Any such HTC Tenant work (i) must be completed in a good and workmanlike manner, with comparable materials and equipment, free and clear of all mechanics’, materialman’s or similar liens, and in conformity with the Secretary’s Standards, Historic Approvals, all applicable Legal Requirements, HTC Program Requirements and requirements of any Lender, and (ii) shall not give rise to a Recapture/Disallowance Event (as defined in the HTC Tenant Operating Agreement) or otherwise cause a recapture of any Historic Tax Credits. Subject to the provisions of Section 6.8 below, any and all buildings, fixtures and improvements placed in, on, or upon the Property by HTC Tenant shall vest in HTC Tenant until the expiration or earlier termination of the Term of this HTC Lease, at which time said buildings, fixtures and improvements shall automatically vest in HTC Landlord, subject to the rights of HTC Tenant in HTC Tenant’s Personal Property. Prior to commencing any such HTC Tenant work, HTC Tenant shall deliver to HTC Landlord: (i) a copy of the final plans and specifications; (ii) copies of the executed construction contract or 1M - Page 56

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease change order; (i ii) copies of the building permit(s); (iv) copies of any existing certificates of occupancy; and (v) a schedule of all subcontractors and material suppliers, their addresses, and the amounts of such subcontracts.

Section 5.4 Insurance.

Subject to the requirements of Section 6.7 below with respect to HTC Landlord’s obligation to maintain insurance in connection with the Rehabilitation (and from and after the date any portion of the Building is Placed in Service), HTC Tenant (or Theater Subtenant during the term of the Theater Sublease) shall maintain such insurance coverages as may be required by any Lender pursuant to the Approved Loan Documents and the Investor Member, and in any event shall maintain the following in form and amount consistent with the requirements of HTC Tenant Operating Agreement:
(i) Automobiles/Hired and Non-Owned Liability Insurance; (ii) Excess/Umbrella Liability insurance, with the Commercial General Liability, Automobile Liability and Employers Liability policies schedules as underlying policies (limits of the policy shall be at least $ 5 million per occurrence and in the annual aggregate);
(iii) Boiler and Machinery: Comprehensive Form Insurance; (iv) Fidelity Bond to be provided in name of HTC Tenant or, where appropriate, its managing member;
(v) Rental Interruption Insurance during the Recapture Period.

Evidence of insurance coverage must be provided to HTC Landlord upon request and be evidenced by certificates of insurance and properly endorsed policies certified as true and correct by the insurance agent. All evidence of insurance must satisfy the following requirements: (a) the HTC Tenant (rather than the Managing Member) should be the named insured where indicated, (b) HTC Landlord should be named as additional insureds; (c) policies must be written with an A.M. Best rated company of “A-” or better and a financial size category rating by A.M. Best of IX or higher; (d) all binders and policies should contain a cancellation clause stating that the policy will not be canceled or non-renewed without at least thirty (30) calendar days prior written notice to HTC Landlord and Investor Member , except for non -payment of p remium where ten (10) calendar days written notice will be given; (e) certificates must document the amount of all deductibles; and (f) all binders and policies must be accompanied by evidence of premium payment. [Open pending finalization of insurance requirements and mechanism for insurance held by City pursuant to Ground Lease]
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease ARTICLE VI.

USE AND ASSIGNMENT
Section 6.1 Use.

Throughout the Term, HTC Tenant shall use and occupy the Property only for lawful uses, and for no other use or purpose. HTC Tenant shall not use or occupy the Property for any use that would violate or cause a breach under the Ground Lease or this HTC Lease. HTC Tenant shall not use any Hazardous Substances, except to the extent reasonable or appropriate in connection with the lawful use of the Property in the ordinary course of HTC Tenant’s or any subtenant’s business, and HTC Tenant shall comply with all Environmental Laws in connection with such use.

HTC Tenant shall not use or allow the use of the Property in any way that would cause the Property to be treated as “tax-exempt use property ” as defined in Section 168(h) of the Code , provided the parties agree that the sublease Theater Subtenant, a tax-exempt entity, with a term of 10 years, is acceptable and approved by HTC Landlord.

HTC Tenant shall assist HTC Landlord in satisfying any reporting requirements imposed by any Lender, the holder of any Mortgage or any governmental authority and, in connection therewith, shall, at HTC Landlord’s expense, promptly, upon request, supply HTC Landlord with such reports and records relating to the Property as it shall reasonably request. HTC Landlord shall assist HTC Tenant in satisfying any reporting requirements imposed by the United States Department of the Interior, Department of Treasury, IRS or other governmental authority and, in connection therewith, shall promptly, upon request, supply HTC Tenant with such requests for approval, reports, information and other certifications as it shall reasonably request, including, without limitation, such documents as are required to avoid a Recapture/Disallowance Event (as defined in the HTC Tenant Operating Agreement).

Section 6.2 Transfer or Assignment.

HTC Tenant shall have the right, subject to the Legal Requirements , to sublease the Property or spaces therein, including any sublease to subtenants, without HTC Landlord’s approval (but subject to the requirements of any Lender and the requirements set forth in the HTC Tenant Operating Agreement). A copy of each executed sublease shall be supplied to HTC Landlord upon request to HTC Tenant. At no time shall any part of the Property be subleased to any subtenant in such a manner that would cause: (x) the Property to be treated as “tax -exempt use property,” pursuant to Section 47(c)(2)(B)(v) of the Code; and/or (y) the amount of Historic Tax Credits available to the Property to be reduced, recaptured or disallowed in any amount. Except for the Theater Sublease, during the Recapture Period, no part of the Property shall be subleased to a Developer Entity or an Affiliate of a Developer Entity.

Each sublease shall provide that any violation of the foregoing use restrictions shall constitute a material event of default by such subtenant giving rise to an immediate right of lease termination by HTC Tenant. Ne ither HTC Landlord nor HTC Tenant may sell or assign its respective interest in, to and under this HTC Lease without the Consent of the other party. 1M - Page 58

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Notwithstanding anything herein to the contrary, HTC Landlord shall not assign or transfer either the Prope rty or this HTC Lease to a Disqualified Person or any other Person that would cause a disallowance, recapture or loss of all or any portion of the Historic Tax Credit s passed through to HTC Tenant hereunder.

Section 6.3 Compliance with Law.

HTC Landlord and HTC Tenant shall, at its respective expense, perform all its respective activities on the Property in compliance, and HTC Tenant shall use commercially reasonable efforts to cause all subtenants of any portion thereof to comply, with the Legal Requirements, as the same may be administered by authorized governmental officials, and, to the extent that either party should fail to do so beyond any applicable grace or cure period, the other party shall have the right to cause such requirements to remain in complianc e and the amount expended or advanced on behalf of such party to the other on account thereof shall be payable by such party upon written demand.

Section 6.4 Mechanics’ Liens.

HTC Landlord and HTC Tenant shall use all reasonable commercial efforts from the Effective Date and throughout the Term hereof to prevent any mechanic’s liens or other liens for their respective work, labor, services or materials from being filed or recorded against the Property or any portion thereof; in the event that any such lien shall be fil ed, the party that commissioned the work, labor, services or materials in question, shall procure the release or discharge thereof (or shall bond or insure over such lien in a manner acceptable to Investor Member in its sole discretion) in order to avoid a default under any Mortgage, but in any event within thirty (30) calendar days, either by payment or in such other manner as may be prescribed by law, and shall hold the other party harmless from and indemnified against any loss or damage related thereto.

Section 6.5 Surrender of Property.

At the expiration or earlier termination of this HTC Lease or any portion thereof, HTC Tenant shall peaceably leave, quit and surrender the Property or the portion thereof so terminated, subject to the rights of subtenants in possession. Upon such expiration or termination, the Property or portion thereof so terminated, other than the HTC Tenant’s Personal Property, shall become the sole property of HTC Landlord at no cost to HTC Landlord and shall be free of all liens and encumbrances other than the Permitted Encumbrances and in “as-is, where-is” condition, and, in the event of a casualty, shall b e subject to the provisions of Article VII hereof. Upon such termination, HTC Tenant shall assign to HTC Landlord all of HTC Tenant’s right, title and interest in and to any subleases (and all security deposits thereunder), parking contracts, if any, serv ice contracts, licenses, and any proprietary rights, records, documents and intangible property required in the ordinary course of business in operating the Property (the “ Assigned Items ”). Upon termination of this HTC Lease and surrender of the Property by HTC Tenant, HTC Landlord shall assume all of the Assigned Items and perform or otherwise cause to be performed all of HTC Tenant’s obligations thereunder relating to any period after the date of termination of this HTC Lease. HTC Landlord and HTC Tenant agree to execute whatever quitclaims or other documentation is reasonably required to evidence any such termination and assignment. 1M - Page 59

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Section 6.6 Easements; Annexation.

HTC Tenant agrees that it shall not unreasonably withhold or delay its Consent, and, to the extent deemed necessary by HTC Landlord, shall join with HTC Landlord from time to time during the Term in the following: (a) the granting of easements affecting the Property which are for the purpose of providing utility services for the Pr operty; and (b) the dedication or conveyance, as required, of portions of the Land for road, highway and other public purposes to provide access to the Building or to permit widening of existing roads or highways. If any monetary consideration is received by HTC Landlord as a result of the granting of any such easement or the dedication or conveyance of any portion of the Property as provided, such consideration shall be apportioned as provided for in Section 7.6(b)(ii).

Section 6.7 Rehabilitation.

HTC Landlord represents, warrants and covenants that, at HTC Landlord’s sole cost and expense:
(a) HTC Landlord shall cause Substantial Completion of the Rehabilitation to occur on or before the Cut-Off Date , subject to extension upon the agreement of HTC Landlord , HTC Tenant and Investor Member.
(b) HTC Landlord shall promptly fund all Excess Development Costs with the proceeds of equity contributions from the partners of HTC Landlord, other than HTC Tenant. (c) HTC Landlord shall keep HTC Tenant informed as to the progress of the Rehabilitation and shall notify HTC Tenant , promptly in writing, of any potential failure to complete the Rehabilitation by the Anticipated Completion Date or the Cut-Off Date. (d) HTC Landlord shall cause the Contractor to hold regular monthly draw meeting s, which the Architect shall attend pursuant to the Architect Agreement, and to which the Construction Consultant is timely invited to attend.
(e) HTC Tenant and Investor Member shall have the right to inspect such work and/or retain a construction monitor (at HTC Landlord’s expense) to inspect and/or review from time to time, (i) the construction of the Project, and all materials used or held in storage on site to be used in the construction of the Project, (ii) the construction disbursements and (iii) such other construction-related matters, documents and information as HTC Tenant and/or Investor Member deem necessary or desirable. HTC Landlord shall facilitate the efficiency and effectiveness of the inspection process by coordinating inspections among the inter ested parties (as well as assuring the correction of any deficiencies that may arise) and timely providing all applicable and/or requested documentation to the construction monitor. Notwithstanding the foregoing, HTC Tenant shall have no obligation to mak e or have its representative make any such inspection of the Rehabilitation. Such inspections are for HTC Tenant’s and Investor Member’s information only and HTC Landlord shall not be relieved of its obligation to complete the Rehabilitation in accordance with this HTC Lease. In no event shall HTC Tenant’s and/or the Investor Member’s inspection of the work be deemed acceptance of all or any of the work, equipment, or materials, or a waiver of any right of HTC Tenant under this HTC Lease and/or subsequent documents for the applicable phase. HTC Landlord shall provide to HTC Tenant, Investor Member, and 1M - Page 60

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Construction Monitor written notice of construction meetings, and HTC Tenant, Investor Member, and Construction Monitor shall have the right to attend and receive copies of all draw requests and third party inspection reports with respect to the Rehabilitation. (f) HTC Landlord agrees that prior to funding any construction draw submitted by the Contractor, or applying any other Development Source (each, a “ Request For Disbursemen t”), HTC Tenant and its Investor Member must approve each of the foregoing in writing. HTC Tenant and Investor Member shall have ten (10) Business Days from the receipt of an executed copy of the proposed Request for Disbursement (to be given to any Lender or other capital provider), all Disbursement Deliverables, and a Construction Consultant’s inspection report to provide their approval, which shall not be unreasonably withheld, conditioned or delayed. In the event that either HTC Tenant or Investor Member does not approve such disbursement, no Request for Disbursement shall be made until such time as HTC Tenant and Investor Member have approved in writing such Request for Disbursement.
(g) HTC Landlord’s environmental responsibilities with respect to the Rehabilitation are as follows:
(i) HTC Landlord, its agents, employees, and each Contractor shall not, and shall not permit any other person, including, but not limited to, third parties with whom HTC Landlord contracts, to bring onto the Property any Hazardous Substance or incorporate any Hazardous Substance into the improvements constructed on the Property in violation of Environmental Laws. For purposes of this Section 6.7, the term Hazardous Substance shall not include construction materials in reasonable quantities for lawful and customary use in the construction of the Rehabilitation, so long as such material is used, held, stored, and disposed of in accordance with applicable Environmental Laws. Subject to Section 8.4, HTC Landlord shall be liable for the consequences of and is responsible for removal and/or remediation of any Hazardous Substance on the Property in violation of this provision;
(ii) HTC Landlord will comply, and shall cause each Contractor and an y subcontractors of each such Contractor to comply, with all Environmental Laws with respect to the Rehabilitation; and
(iii) Except as described in the Environmental Reports, neither HTC Landlord nor any of its Affiliates or members has ever received notification from any federal, state or other governmental authority of (x) any potential, known, or threat of release of any Hazardous Substance on to or from the Property or (y) the incurrence of any expense or loss by any such governmental authority or by any other Person in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance is now or, to the best of its knowledge, was ever, stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto. Any actions required to be taken by any Environmental Law or recommended to be taken which were contained in the Environmental Reports or any other environmental assessment reports prepared in conjunction with the Property and the development and rehabilitation thereof shall be 1M - Page 61

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease appropriately completed in a manner that fully complies with such recommendations and all laws, regulations, ordinances, orders or decrees pertaining thereto; (h) Prior to the Commencement Date , the following types of insurance shall be maintained or caused to be maintained by HTC Landlord in form and amounts satisfactory to HTC Tenant:
(i) With respect to each Contractor, General Contractor’s Commercial General Liability and Property Damage Insurance ; Automobile/Hired and Non-Owned Liability; and Workers’ Compensation and Employer’s Liability Insurance; (ii) With respect to the Architect, Architect’s Errors and Omissions Professional Liability Insurance ; Commercial General Liability; Automobile/Hired and Non-Owned Liability; and Workers’ Compensation and Employer’s Liability Insurance; (iii) All-Risk Builder’s Risk Insurance; and
(iv) Commercial General Liability.
(i) In the event that HTC Landlord or any C ontractor or any of its licensed professional(s) fail or refuse to provide insurance certificates or policies or fails or refuses to renew any insurance policy required to be maintained in this Section, or if such a policy is canceled or modified in a manner not permitted in this Section, such action shall constitute an Event of Default if not cured within ten (10) calendar days after notification of such default by HTC Tenant. HTC Tenant shall have the right (and not the obligation) to purchase insurance on behalf of said parties and HTC Landlord shall promptly reimburse HTC Tenant for the cost of the premiums; (j) Evidence of insurance coverage, as described in Section 6.7(g), must be provided to HTC Tenant upon request and be evidenced by certificates of insurance and properly endorsed policies certified as true and correct by the insurance agent. All evidence of insurance must satisfy the following requirements: (a) HTC Tenant, any Lender, and their respective members should each be named as an additional insured where indicated; (b) policies must be written with an A.M.

Best rated company of “A -” or better and a financial size category rating by A.M. Best of IX or higher; (c) all binders and policies should contain a cancellation clause stating that the policy will not be canceled or non -renewed without at least thirty (30) calendar days prior written notice to HTC Tenant and Investor Member; (d) certificates must document the amount of all deductibles; and (e) all binders and policies must be accompanied by evidence of premium payment; (k) HTC Landlord shall not permit the rehabilitation schedule set forth in the any Construction Contract to be delayed by more than forty five (45) calendar days, unless (i) such delay was the result of Force Majeure, provided, however, that in no event, including Force Majeure, shall the rehabilitation schedule set forth in such Construction Contract be delayed by more than sixty (60) calendar days, or (ii) each Lender and HTC Tenant consent to such delay(s) in writing under the terms and conditions acceptable to the Investor Member within such time period. HTC Landlord shall fund, or shall cause Guarantor to fund, any material construction cost overruns within ten (10) Business Days after written notice from HTC Tenant and in such a manner so as not to materially adversely affect the Project and/or the Rehabilitation thereof and so as to not affect the amount, timing or allocation of Historic Tax Credits to the Investor Member; and 1M - Page 62

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (l) As soon as practicable, HTC Landlord shall deliver to HTC Tenant: (i) evidence of Substantial Completion of the Project reasonably acceptable to HTC Tenant; (ii) all necessary certificates of occupancy from the applicable governmental jurisdiction(s) or authority(ies) for one hundred percent (100%) of the improvements therein; and (iii) any other documentation necessary to establish that the Building has been Placed in Service for purposes of Section 47(b) of the Code. (m) HTC Landlord will not take any action, authorize or consent to any or otherwise permit any physical alterations to the Building (or any applicable portion thereof) without the prior written consent of HTC Tenant and Investor Member in accordance with Section 5.3.

Section 6.8 Tax Attributes and HTC Election.
(a) Subject to the terms and conditions of this HTC Lease, the HTC Landlord agrees to elect, pursuant to Section 50(d) of the Code, and Section 1.48-4 of the Treasury Regulations, to pass-through to the HTC Tenant the Historic Tax Credits to which the HTC Landlord is otherwise entitled as a result of the Rehabilitation, agrees to file an appropriate election (the “Election”), and take any and all other actions necessary under the Code to entitle the HTC Tenant to claim one hundred percent (100%) of the Historic Tax Credits generated by the Project. (b) Subject to the terms and conditions of this HTC Lease, the HTC Landlord shall file the Election and provide the same to HTC Tenant, which shall be substantially in the form attached hereto as Exhibit B, on or before the due date (including any extensions of time) of the Investor Member’s federal income tax and information returns for the year ending 2025, if applicable, and for each other year in which improvements to the Building funded with QREs within the meaning of Section 47(c)(2) of the Code) are Placed in Service, which is expected to occur by the Anticipated Completion Date.
(c) Except as otherwise provided herein, HTC Tenant in its capacity as tenant under this HTC Lease expressly waives and relinquishes in favor of HTC Landlord any rights to claim the benefit of or to use any state tax credits or rebates or federal depreciation benefits that are currently or may become availa ble during the Term as a result of the improvements constituting part of the Property, or any equipment, furniture or fixtures installed by HTC Landlord on the Property whether or not such items become a part of the realty, and HTC Tenant agrees to execute and deliver to HTC Landlord any election form required to evidence HTC Landlord’s right to claim such state tax credits or depreciation benefits on improvements made or property installed by HTC Landlord; provided, however, that in connection with any cla im or use of such other credits or benefits, HTC Landlord shall not take any position inconsistent with the Historic Tax Credits being passed through to HTC Tenant pursuant to the provisions herein. HTC Landlord and HTC Tenant agree that HTC Tenant shall be entitled to any investment tax credits or depreciation attributable to Repairs, alterations, additions, capital expenditures and/or improvements made by or property installed by HTC Tenant and paid for by HTC Tenant following the Commencement Date. HTC Landlord shall (i) inform HTC Tenant and Investor Member promptly of any oral or written communication or request for information which it receives from, or any conference with, the IRS directly relating to the amount of the Historic Tax Credit relating to the Property or the right of HTC Landlord to pass through the Historic Tax Credit and QREs to HTC Tenant in accordance with the terms of this HTC Lease; (ii) promptly provide HTC Tenant and Investor Member with copies of any such communications or inform ation 1M - Page 63

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease referred to in Section 6.8(c)(i); (iii) provide HTC Tenant and Investor Member with a draft of any proposed communication or correspondence from HTC Landlord to the IRS and allow HTC Tenant and Investor Member a reasonable amount of time to provide a ny comments to such communication or correspondence; (iv) provide HTC Tenant and Investor Member (and their counsel) with the opportunity, to the extent permitted by relevant law or practice, to attend and participate in (at their own expense) any substant ive meetings with the IRS; and (v) consult in good faith with HTC Tenant and Investor Member concerning strategic and major tactical decisions related to dealings with the IRS.
(d) To the extent there is an audit of HTC Landlord in which material questions are raised concerning (i) the amount of QREs related to the Property; (ii) the eligibility of any expenses to be treated as a QREs; or (iii) any other matter impacting the Historic Tax Credits and/or their availability to HTC Tenant and Investor Member, HTC Tenant shall control all decisions, communications, and strategic dealings with the IRS. For the avoidance of doubt, the parties agree that HTC Landlord shall act as directed by HTC Tenant with respect to any such audit and shall not take any actions unless approved by HTC Tenant. To the degree that an audit of HTC Landlord involves an issue for which HTC Landlord or its Affiliates believe they are required to indemnify HTC Tenant or Investor Member under the Operating Documents, HTC Tenant will consult in good faith with HTC Landlord regarding the approach and all decisions related to such audit and shall not settle or concede any issues or adjustments without the consent of HTC Landlord during the audit stage; provided that HTC Landlord and its Affiliates have provided HTC Tenant and Investor Member with (x) a written acknowledgement of such liability and (y) any reasonably requested assurances or evidence from HTC Landlord and its Affiliates of their ability to satisfy such indemnity obligations.
(e) If following the end of the 24th month after the date on which Investor Member filed the tax return on which the Historic Tax Credit was claimed, the National Park Service has not issued the Part 3 Approval, HTC Landlord, HTC Tenant, and Investor Member shall consult in good faith regarding how to resolve any issues and matters with the National Park Service with respect to the Part 3 Approval. However, at any time following the 24th month after the date on which Investor Member filed the ta x return on which the Historic Tax Credit was claimed, HTC Tenant shall have the right (exercisable in its sole discretion) (i) to assume control of all discussions and negotiations with the National Park Service regarding the Part 3 Approval and (ii) to take any and all actions necessary to effectuate and implement the results of such negotiations and discussions, including, but not limited to, entering into related agreements and hiring third parties. (f) HTC Landlord hereby unconditionally and irrevocably g uarantees to HTC Tenant and Investor Member, to the extent not paid or performed by the Managing Member the punctual payment when due, and at all times hereafter the obligation of the Managing Member to make any payment or advance any funds under the terms and conditions of Sections 5.03 and 8.07 of the HTC Tenant Operating Agreement, to the extent such obligation arises due to a breach by HTC Landlord of this HTC Lease or the SNDA.
(g) Notwithstanding anything else herein, it is the partie s’ intention to comp ly with Section 4.05(2)(b) of Revenue Procedure 2014 -12 that states that no person involved in a rehabilitation transaction may pay an Investor Member’s costs or indemnify an Investor Member for the Investor Member’s costs if the IRS challenges the Investor Member’s claim of Historic Tax 1M - Page 64

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Credits (“Costs of Challenge”). Therefore, the parties acknowledge that HTC Landlord shall have no liability hereunder for any amounts payable to HTC Tenant or Investor Member with respect to any Costs of Challenge. To th e extent that Revenue Procedure 2014 -12 is clarified, amended, or modified after the Effective Date with respect to Section 4.05(2)(b), then any such clarification or modification shall be deemed incorporated hereunder and this HTC Lease shall be read consistently with any such clarification, amendment, or modification.

ARTICLE VII.

CASUALTY AND TAKING
Section 7.1 Casualty.

If any improvements from time to time constructed at the Property are damaged or destroyed by fire or other casualty, HTC Landlord and/or HTC Tenant, as applicable, shall proceed promptly to establish and collect all valid claims which may have arisen against insurers or others based upon any such damage or destruction. Once collected by HTC Tenant, such Insurance Proceeds shall be turned over to HTC Landlord to repair, restore, replace and rebuild the Building subject to the provisions of this Section 7.1 . Subject to the requirements of any Mortgage, HTC Landlord, using the Insurance Proceeds, shall within one hundred and twenty (120) calendar days after the Insurance Proceeds become available, repair, restore, replace or rebuild the Building to substantially the same condition as existed immediately prior to the damage or destruction and substantially in accordance with the originally approved Construction Documents for the Building other than leasehold improvements that are not covered by insurance; provided, however, that (i) if HTC Landlord commences such repair, restoration or rebuilding within one hundred and twenty (120) calendar days af ter such Insurance Proceeds become available and proceeds diligently therewith, HTC Landlord shall be in compliance with this Section 7.1 notwithstanding that such restoration, repair, replacement or rebuilding is not complete within one hundred and twenty (120) calendar days after such Insurance Proceeds became available and (ii) the exception with respect to leasehold improvements shall not apply to the extent that the failure to restore any such leasehold improvements would impair the Historic Tax Credits. If such amounts are not available, then HTC Landlord shall restore the Property and shall fund such restoration as required under Section 7.2 hereof. Notwithstanding the foregoing, in the event of substantial damage or destruction by casualty (i) whic h damage HTC Tenant, the Investor Member or the holder of any Mortgage in good faith determines is such that the reconstruction of an economically viable Building is not practicable (taking into account any loss, disallowance, or recaptured Historic Tax Cr edits resulting from such failure to reconstruct the Building), because (a) the Insurance Proceeds made available to HTC Landlord, plus the applicable deductible are not sufficient to repair such loss or damage, or (b) such reconstruction cannot be carried out under Applicable Laws, including then current building or zoning laws and/or such reconstruction cannot be carried out in a manner that would ensure that all Historic Tax Credits previously claimed, or projected to be claimed, by the Investor Member w ould not be subject to loss, disallowance or recapture as determined by the Investor Member, or (ii) which damage occurs during the last three (3) years of the Term, then HTC Landlord, subject to the rights of the holder of any Mortgage, shall have the right to terminate this HTC Lease upon thirty (30) calendar days’ written notice to HTC Tenant. Upon such 1M - Page 65

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease termination, the Insurance Proceeds shall be apportioned and disbursed in the following priority and amounts:
(i) First, to HTC Tenant, an amount equal to the lesser of the HTC Tenant’s Share (as defined in Section 7.6) and the amount of such Insurance Proceeds; and (ii) Second, to HTC Landlord, the remainder of such Insurance Proceeds.

Section 7.2 Insurance Proceeds: Deficits or Excess.

Subject to the requirements of any Mortgage, if the Building is being reconstructed as provided for in Section 7.1 above, and if the Insurance Proceeds received by HTC Landlord are insufficient to pay the entire cost of the work necessary in order to avoid recapture or disallowance of the Historic Tax Credits (the “Work”), then the amount of any such deficiency shall be paid by HTC Landlord. If the Insurance Proceeds received by HTC Landlord shall exceed the entire cost of the Work, then such excess proceeds shall first be used to reimburse HTC Tenant up to the amount of any deductible actually funded by HTC Tenant, and the remaining proceeds (if any) shall belong to HTC Landlord.

Section 7.3 Taking.

If a Taking occurs at any time during the Term, then the provisions of this Article VII shall apply to the condemnation proceedings and the distribution of any Condemnation Award pertaining to such Taking, subject to the rights of the holder of any Mortgage.

Section 7.4 Apportionment of Condemnation Award.

Whether or not separate awards are made to HTC Landlord and HTC Tenant, any Condemnation Award attributable to the respective interests of HTC Landlord and HTC Tenant in the Property shall be first used to satisfy any requirements of any Mortgage, and any rema ining proceeds shall be apportioned between HTC Landlord and HTC Tenant as provided in S ections

7.6(b) and 7.6(c), as applicable.

Section 7.5 Requests for Separate Awards by Court.

The court in such condemnation proceedings shall, if not prohibited by law, be requested by HTC Landlord and HTC Tenant to make separate Condemnation Awards to HTC Landlord and HTC Tenant apportioned in accordance with Sections 7.6(b) and 7.6(c) hereof. The provisions of Sections 7.6(b) and 7.6(c) concerning termination of the Term and receipt and payment of the award shall also apply to circumstances governed by this Section 7.5 and the court shall be requested to take such matters into account in rendering separate awards.

Section 7.6 Single Award by Court.
(a) If the court in such condemnation proceedings is prohibited by law from making separate Condemnation Awards to HTC Landlord and HTC Tenant, or declines to do so, then the provisions of this Section 7.6 shall apply to the distribution of the single Condemnation Award made by such court.
1M - Page 66
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (b) If a Total Taking (other than a Temporary Taking) occurs, then the HTC Lease Payment shall be prorated between HTC Landlord and HTC Tenant as of the effective date of such Total Taking (the “Date of Taking ”), and this HTC Lease shall be terminated as of the Date of Taking. The following provisions shall apply to the apportionment of any Condemnation Award for such Total Taking:
(i) All sums, including damages and interest, con stituting the Condemnation Award shall be deposited promptly with a mutually agreeable escrow agent, and shall be apportioned pursuant to the terms of this Section 7.6(b); and (ii) The Condemnation Award , after the payment of all reasonable fees and expenses related thereto shall be apportioned and disbursed in the following amounts and priority:
(A) First, to HTC Tenant, an amount equal to the lesser of the HTC Tenant’s Share and the amount of such Condemnation Award; and
(B) Second, to HTC Landlord, the remainder of such Condemnation Award.

For the purposes of the foregoing, the “ HTC Tenant’s Share” shall equal the sum of the Leasehold Interest Value and the HTC Value. The “Leasehold Interest Value ” shall be the fair market value of the Leasehold Interest as of the date of the Taking calculated as if the Taking had not occurred. The “HTC Value” shall equal the value of the Historic Tax Credits associated with the Project lost or recaptured by reason of the Taking. (c) Subject to the terms of any Mortgage, in the event of a Partial Taking (other than a Temporary Taking),
(i) if HTC Landlord and HTC Tenant reasonably determine that the continued use and occupancy of the remainder of the Property by HTC Tenant is or can reasonably be made to be economically viable, s tructurally sound, consistent with any Mortgage and the HTC Tenant and Investor Member reasonably determine that the restoration of the Property can be carried out in a manner that would ensure that all Historic Tax Credits previously claimed, or projected to be claimed, by the Investor Member would not be subject to loss, disallowance or recapture, then this HTC Lease shall remain in effect as to the remainder of the Property, and, if otherwise feasible based upon the amount of the Condemnation Award and a ny other funds of HTC Landlord that are available for the purpose of paying for such restoration (the “Restoration Criteria”), then the Property shall be restored pursuant to Section 7.9 hereof,
(ii) if HTC Landlord and HTC Tenant reasonably determine that the continued use and occupancy of the remainder of the Property by HTC Tenant is not or cannot reasonably be made to be economically viable and structurally sound, consistent with any Mortgage, and otherwise feasible, if a holder of a Mortgage applies the Condemnation Award to the obligations secured by a Mortgage, or if HTC Tenant or Investor Member do not reasonably determine that the restoration can be carried out in a manner that would ensure that all Historic Tax Credits previously claimed, or projected t o be claimed, by the Investor Member would not be subject to loss, disallowance or recapture , then this HTC 1M - Page 67

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Lease may be terminated and the Condemnation Award shall be applied in accordance with Section 7.6(b).
(d) If a Temporary Taking occurs, provided that the Condemnation Award is paid over to HTC Tenant as provided in this Section 7.6(d), then the Term shall not be reduced or affected in any way and HTC Tenant shall continue to pay in full the HTC Lease Payment , without reduction or abatement, in the manner and at the times specified in this HTC Lease. Except only to the extent that HTC Tenant is prevented from so doing pursuant to the terms of the order of the condemning authority, HTC Tenant shall continue to perform and observe all of the other covenants, agreements, terms and provisions of this HTC Lease as though such Temporary Taking had not occurred. Upon any such Temporary Taking, HTC Tenant shall be entitled to receive the entire amount of any Condemnation Award made for such Temporary Taking whether such award is paid by way of damages, HTC Lease Payment or otherwise; provided, however, that if the period of temporary use or occupancy shall extend beyond the date of the expiration or termination of the Term, then such Condemnation Award shall be prorated by HTC Landlord and HTC Tenant as of such date of expiration.

Section 7.7 Condemnation Proceedings.

HTC Tenant, Investor Member, HTC Landlord and each holder of a Mortgage shall each have the right, at its own expense, to appear in any condemnation proceeding and to participate in any and all negotiations, hearings, trials and appeals in such proceeding.

Section 7.8 Notice of Condemnation.

If HTC Landlord or HTC Tenant receives notification of any proposed or pending condemnation proceeding affecting the Property, then the party receiving such notification shall promptly give written notice to the other party and the holder of any Mortgage.

Section 7.9 Restoration.

If a decision is made pursuant to S ection 7.6(c) following a Partial Taking to restore the remainder of the Property, and/or the Building, as applicable, HTC Tenant and HTC Landlord shall reasonably agree upon and approve plans and specifications for doing so and each of the HTC Tenant and HTC Landlord agree that such plans an d specifications will be prepared in a manner that complies with the Part 2 Approval and the Part 3 Approval and that would ensure that all Historic Tax Credits previously claimed, or projected to be claimed, by the Investor Member would not be subject to loss, disallowance or recapture . Upon approval of said plans and specifications, HTC Landlord shall promptly proceed to commence and complete the restoration pursuant to the approved plans and specifications . HTC Landlord shall use the entire Condemnation Award for such restoration; provided, however, that any portion of the Condemnation Award remaining after the completion of the restoration shall be applied in accordance with Section 7.6(b). If HTC Landlord has decided pursuant to Section 7.6(c) to restore the remainder of the Property and/or the Building, as applicable, said restoration shall be at HTC Landlord’s expense, and if the cost of the restoration shall exceed the amount of the Condemnation Award, the deficiency shall be paid by HTC Landlord, except if said deficiency exists by virtue of the failure or refusal of any holder of a Mortgage or any other lender to release all or any portion 1M - Page 68

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease of the Condemnation Award to HTC Landlord to pay for said restoration, in which case the provisions of Section 7.6(b) shall apply.

Section 7.10 No Abatement.

In the event of a fire or other casualty that damages or destroys all or any portion of the Building or other improvements that are part of the Project, this HTC Lease shall remain in full force and effect and the HTC Tenant’s obligation to make all payments of the HTC Lease Payment and to pay all other charges as and when required under this HTC Lease shall remain unabated during the Term notwithstanding any damage involving the Project (provided , that the HTC Landlord shall credit against any such payments any amounts paid to the HTC Landlord as a consequence of such damage under any business interruption or rental income insurance obtained by the HTC Tenant hereunder). The provisions of this Section 7.10 shall be considered an express agreement governing any cause of damage or destruction to the Project and to the maximum extent permitted by law, no local or state statute, law, rule, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

Notwithstanding the foregoing, in the event of a fire or other casualty that damages or destroys all of the Project, the HTC Landlord shall have the option to terminate this HTC Lease within ten (10) Business Days of such damage or destruction (“Termination Notice”), whereupon the HTC Tenant shall pay to the HTC Landlord the Lease Termination Payment within thirty (30) days of the date such Termination Notice is received by the HTC Tenant. “Lease Termination Payment” shall be as set forth in the Termination Notice and as reasonably determined by the HTC Landlord, and shall equal the net present value of (i) the Base Rent and the Additional Rent (as adjusted by the applicable Consumer Price Index) due the HTC Landlord under this HTC Lease for the remainder of the Term, and (ii) a commercially reasonable imputed rate of return for the HTC Landlord for the remainder of the Term, taking into account commercially reasonable rates of return for like commercial properties in Palm Springs, California. Such net present value shall be determined by using a “discount rate” equal to the “applicable federal rate” within the meaning of Section 1274(d) of the Code as of the Termination Notice. The Lease Termination Payment shall be used to repay any loans made by any Lender to the HTC Landlord. The provisions of this Section 7.10 shall survive the termination of this HTC Lease.

ARTICLE VIII.

CONDITION OF PROPERTY
Section 8.1 Condition; Title.

Except for the obligations of HTC Landlord regarding the Rehabilitation or as specifically provided for else where herein, the Property is demised and let in an “as is” condition as of the Effective Date. The Property is demised and let to HTC Tenant subject to:
(a) zoning regulations, restrictions, rules, laws and ordinances now in effect or hereafter adopted by any governmental authority;
(b) use of the Property which is consistent with the terms of this HTC Lease; and 1M - Page 69

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (c) the Mortgages and any other Permitted Encumbrances.

Section 8.2 No Encumbrances.

Subject to Section 8.1, HTC Landlord covenants that it has good and marketable leasehold title to the Land and the Building subject to Permitted Encumbrances, and that it has full right and lawful authority to enter into this HTC Lease in accordance with the terms hereof and to grant the estate demised hereby, and that no other party has any right, lease or option to or in connection with the Property except for the Permitted Encumbrances. Except for any Mortgage and other Permitted Encumbran ces, HTC Landlord covenants that it will not encumber the title of the Property or cause or permit said title to be encumbered in any manner whatsoever after the date hereof without the Consent of HTC Tenant, and HTC Tenant may reduce or discharge any encumbrance or lien not permitted hereunder by payment or otherwise at any time after giving ten (10) calendar days ’ written notice thereof to HTC Landlord and recover or recoup all costs and expenses thereof from HTC Landlord. HTC Landlord further covenants that HTC Landlord has received no written notice and has no knowledge of the intention of any party holding an easement affecting the Property or any part thereof to expand the exercise of any such easement beyond the scope of the present exercise thereof (as by replacing, or expanding existing facilities, conduits (including underground or overhead wires, cables or pipes) or systems for sewers, water, electric, gas, cable and other utilities). None of the Permitted Encumbrances has or will have a material adverse effect upon the Rehabilitation or operation of the Property.

Section 8.3 Quiet Enjoyment.

HTC Landlord covenants and warrants that HTC Tenant, upon payment of all sums herein provided and upon performance and observance of all of its covenants herein contained, shall peaceably and quietly have, hold, occupy, use and enjoy and shall have the full, exclusive and unrestricted use and enjoyment of, all of the Property during the Term, free from hindrance by HTC Landlord or any person claiming by, through or under HTC Landlord, and subject only to the provisions of this HTC Lease , the Permitted Encumbrances and all applicable Legal Requirements, including without limitation the use restrictions set forth in Section 6.1 hereof.

Subject to any Mortgage and the other Permitted Encumbrances, HTC Landlord agrees to warrant and forever defend the title to the Property against the claims of any and all persons whomsoever lawfully claiming by, through or under the HTC Landlord, but not otherwise, subject only to the provisions of this HTC Lease , the Permitted Encumbrances , and all applicable Legal Requirements. Notwithstanding the foregoing, subject to the rights of subtenants, HTC Landlord, in person or through its agents, upon reasonable prior written notice to HTC Tenant, shall have the right to enter upon the Property for purposes of reasonable inspections performed during reasonable business hours in order to assure compliance by HTC Tenant with its obligations under this HTC Lease. In addition, prior to the Building being Placed in Service, HTC Landlord hereby reserves unto itself , its agents and employees, each Contractor, and their agents the right to full access to the Property, including the Building, rights-of-way and easemen ts for access thereto, subject to preexisting rights of other parties, if any, for purposes of performing the Rehabilitation and any repairs, maintenance and similar obligations of HTC Landlord under this HTC Lease.

HTC Landlord hereby agrees to indemnify HTC Tenant from any and all loss, damage, or claim incurred by it as a result of any negligence, misfeasance, and/or malfeasance on the part of HTC Landlord, its employees, agents, or any Contractor in connection with such activities on the 1M - Page 70

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Property. HTC Landlord shall provide such insurance required by this HTC Lease and as may be necessary with respect to any activity to be undertaken on the site by HTC Landlord under said license.

Section 8.4 Environmental Indemnity.

Subject to HTC Landlord’s obligation to compl ete any legally-required environmental remediation of the Property prior to any portion of the Building being Placed in Service, HTC Tenant covenants and agrees to indemnify, protect, defend (by counsel reasonably satisfactory to HTC Landlord), and save HTC Landlord, its employees, agents, members and any successor thereof, harmless against and from any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, remediation costs, environmental assessment costs, governmental compliance costs, and reasonable attorneys’ and experts’ fees and disbursements), known or unknown, foreseen or unforeseen, which may at any time be imposed upon, incurred by or asserted or awarded against HTC Landlord, its employees, agents, managers and members or the Property or any portion thereof and arisi ng directly or indirectly, in whole or in part, from or out of any Hazardous Substances on, in, under or affecting all or any portion of the Property, (i) from and after the Commencement Date, or (ii) which migrate off of the Property (or portion thereof) after the Commencement Date, except that any increase in scope or exacerbation of any such release or threat of release covered in clauses (i) and (ii) above is excluded from the foregoing indemnity if said increase in scope or exacerbation arises out of HTC Landlord’s negligence or willful misconduct.

HTC Landlord covenants and agrees to indemnify, protect, defend (by counsel reasonably satisfactory to HTC Tenant ), and save HTC Tenant , its employees, agents, members and any successor thereof, harmless against and from any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, remediation costs, environmental assessment costs, governmental compliance costs, and reasonable attorneys’ and experts’ fees and disbursements), known or unknown, foreseen or unforeseen, which may at any time be imposed upon, incurred by or asserted or awarded against HTC Tenant, its employees, agents, managers and members or the Property or any portion thereof and arising directly or indirectly, in whole or in part, from or out of any Hazardous Substances on, in, under or affecting all or any portion of the Property, (i) which exist at any time prior to the Commencement Date , (ii) which exists in violation of the requirements of Section 6.7; or (iii) which migrate onto the Property hereafter from any other property owned by HTC Landlord, except that any increase in scope or exacerbation of any such release or threat of release covered above is excluded from the foregoing indemnity if said increase in scope or exacerbation arises solely out of HTC Tenant’s gross negligence or willful misconduct.

Section 8.5 Representations, Warranties and Covenants of HTC Landlord.

HTC Landlord hereby represents and warrants to HTC Tenant that the following are true and correct as of the date hereof and covenants that each will be true and correct for the Term and shall be deemed to be remade on the date any portion of the Project is Placed in Service:
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37 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (a) HTC Landlord Entity-Level Representations:
(i) HTC Landlord is a duly organized l imited liability company, validly existing and in good standing under the laws of the State of California and has undertaken all acts, including without limitation, the filing of all certificates and the payment of all fees, taxes, and ot her sums necessary for HTC Landlord to operate as a limited liability company in the State of California and to enable HTC Landlord to engage in its business and operate HTC Landlord’s property and its interests in the Property in accordance with its operating agreement and this HTC Lease.
(ii) The HTC Landlord is duly registered to do business in the State of California.
(iii) HTC Landlord has full power and authority to enter into, consummate and deliver this HTC Lease, all instruments pertaining hereto, and the ot her Operating Documents to which is it a party, and to perform all acts related thereto. (iv) The organizational documents and authorizing resolutions of HTC Landlord submitted to HTC Tenant on or prior to the date hereof are true, correct and complete and have not been amended.
(v) The execution and delivery of HTC Landlord Operating Agreement and the Operating Documents have not resulted in a breach of any of the terms, provisions or conditions of any agreement or instrument known to the members of HTC Landlord or by which HTC Landlord or any member thereof may be bound.
(vi) No default (or event that, with the giving of notice or the passage of time or both, would constitute a default) has occurred and is conti nuing under any Operating Documents or any other contract, agreement, or instrument to which HTC Landlord or its members is subject, and the Operating Documents are, or upon execution and delivery by the parties thereto will be, in full force and effect an d HTC Landlord is or will be entitled to the benefit of the Operating Documents.
(vii) This HTC Lease has been duly and validly authorized, executed and delivered by HTC Landlord, and constitutes the legal, valid and binding obligation of HTC Landlord, enforceable in accordance with its terms (subject to any applicable provisions of bankruptcy or insolvency law or equitable principles);
(viii) The execution and delivery of this HTC Lease, the incurrence of the obligations set forth in this HTC Lease, and the consummation of the transactions contemplated by this HTC Lease and the Operating Documents by HTC Landlord, its members, and/or any of their Affiliates do not violate or conflict with any provision of any applicable federal, state, municipal or local laws, ordinances, rules, regulations, requirements, codes or any order, judgment, decree, determination, or award of any court binding on either HTC Landlord or HTC Landlord’s members or manager(s), or their assets, including the Property; nor do they conflict with, result in a breach of, constitute a violation or default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice (which notice has not been 1M - Page 72

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease furnished) under any agreement, contract, lease, license, instrument, or other arrangement to which either HTC Landlord or HTC Landlord’s members or manager(s) is a party or by which either is bound or to which any of its assets is subject, including the organizational documents and authorizing resolutions of HTC Landlord, its members, and/or their Affiliates.
(ix) No consent, authorization, approval or permit of or from, or notice to or filing with, any governmental body or any party to any contract, agreement or instrument to which HTC Landlord is a party or by which HTC Landlord is bound, is required for the execution, delivery or compliance with the terms of this HTC Lease by HTC Landlord. (x) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, event of Bankruptcy, reorganization or other proceedings have occurred or are pending or, to HTC Landlord’s Knowledge, been threatened against or with respect to HTC Landlord, its members, or any Guarantor, or any of HTC Landlord’s Affiliates, and none of the foregoing Persons is contemplating taking any action that would constitute an event of Bankruptcy.
(xi) No litigation, action, investigation, event, or proceeding is pending, or, to the best of HTC Landlord’s Knowledge, threatened, against HTC Landlord, its members, any Guarantor, any of HTC Landlord’s Affiliates and/or the Property that, if adversely resolved, would: (i) have a material adverse effect on any of HTC Landlord, its members, any Guarantor, any of HTC Landlord’s Affiliates or the Property; (ii) have a material adverse effect on the ability of HTC Landlord, its members, any Guarantor, any of HTC Landlord’s Affiliates to perform their respective obligations under this HTC Lease, and/or any Operating Documents; (iii) have a material adverse effect on the financial condition of HTC Landlord or any Guarantor; or (iv) constitute or result, if true, in a material breach of any representation, warranty, covenant, or agreement set forth in this HTC Lease and/or any Operating Documents.
(xii) The HTC Landlord will take all actions reasonably necessary (or requested by the HTC Tenant, at the Investor Member’s sole cost and expense unless such disposition or transfer is being made pursuant to Section 14.01 of the HTC Tenant Operating Agreement) to cooperate with HTC Tenant to facilitate disposition or transfer of ownership interest in the members of HTC Tenant or any other upper tier entities and/or the receipt of such consents, including, but not limited to, delivering an updated legal opinion, providing financial statements, information and reports with respect to the HTC Landlord, Guarantor, and or any of their respective Affiliates and reaffirming the accuracy of the representations and covenants set forth in the HTC Landlord Operating Agreement. If the approval of any lender, or governmental authority is required pursuant to the terms of the Operating Documents, the HTC Landlord will take all actions requested by HTC Tenant to cooperate with HTC Tenant to obtain and deliver such approvals to HTC Tenant. HTC Tenant and its members are authorized to run publicly available UCC, judgment and tax lien searches with respect to HTC Landlord and its members and to disclose such information to potential transferees and to initiate contact (and take any other actions needed to obtain required consents) with any lender or third -party whose consent to such disposition is required.
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39 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xiii) HTC Landlord has not at any time filed an election to be treated as other than a partnership for federal income tax purposes , (B) has at all times filed tax returns consistent with its status as a partnership for federal income tax and state law purposes, and (C) has not taken any position to the contrary of the foregoing. (b) HTC Landlord Real Estate Representations:
(i) Neither HTC Landlord nor any of its members is presently under any commitment to any real estate broker, rental agent, finder, syndicator or other intermediary with respect to the Property, or any portion thereof, except for any arrangements specifically described in this HTC Lease and the arrangements previously disclosed in writing to HTC Tenant, which have received the written consent of HTC Tenant. (ii) Neither HTC Landlord nor its members has entered into any contracts for the sale of the Property, the HTC Landlord, or any interest in HTC Landlord, nor do there exist any rights of first refusal or options to purchase the Property, the HTC Landlord, or any interest in HTC Landlord, except provided for in this HTC Lease [and reflected on the Title Policy].
(iii) Throughout the Term, HTC Tenant will hold leasehold title in and to the Property and all rental space therein (and the tangible and intangible personal property thereof), free and clear of any liens, charges, or encumbrances other than this HTC Lease and the Permitted Encumbrance s. As of the date hereof, neither HTC Landlord nor its members have received notice of any such liens, charges, or encumbrances. (iv) Palm Springs, as Ground Lessor, has good and marketable fee simple title to the Land and Building subject to Permitted Encumbr ances and the Ground Lease is in full effect as of the Effective Date.
(v) As of the date hereof, the good and marketable leasehold title to the Land and Building was and is held solely by the HTC Landlord, free and clear of any liens, charges or encumbrances other than Permitted Encumbrances and otherwise as approved by the Investor Member in writing prior to the date hereof, and mechanics or other liens which have been bonded or insured against in such a manner to preclude the holder of such lien or such surety or insurer from having any recourse to the Property, the HTC Tenant, or the HTC Tenant’s interest in the Property under the HTC Lease for payment of any debt secured thereby. None of the liens, charges, encumbrances, or exceptions has or will have a material adverse effect on the construction or operation of the Property. (vi) There is no delinquent tax or any actual or threatened assessment of deficiency or additional tax or other governmental charge or a basis for such a claim with respect to the Property . There are no tax liens on the Property other than liens for real property taxes that are not yet due and payable.
(vii) All building, zoning, health safety, business, and other applicable certificates, permits, and licenses necessary to permit the Rehabilitation, use, occupancy, and operation of the Property have been issued and remain in full force and effect, or if the present stage of design, construction and rehabilitation does not allow such issuance, then 1M - Page 74

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease such certificates, permits and licenses will be issued when the Property or any specified portion thereof, reaches such stage, pursuant to the requirements of this HTC Lease, all improvements rehabilitated or to be rehabilitated on the Property have been or will be constructed and equipped in full compl iance with the requirements of all governmental authorities having jurisdiction over the Property, the Operating Documents and, as applicable, the Secretary’s Standards, all requirements and approvals of the United States Department of Interior, including, without limitation, the Part 1 Approval and Part 2 Approval and any conditions therein, and environmental remediation of the Property. (viii) Neither HTC Landlord nor its members has received any notice, or has any Knowledge, of any violation with respect to the Property of any law, rule, regulation, order, or decree of any governmental authority having jurisdiction that would have a material adverse effect on the Property or HTC Tenant’s investment in the Property (including HTC Tenant’s ability to transfer its interest in and to the Property in accordance with terms of this HTC Lease) or the rehabilitation, use, occupancy, or operation thereof. (ix) Upon completion of the Rehabilitation, the Property will not be in violation of any Applicable Laws, including, without limitation, matters relating to zoning or use of the Property for its intended purposes, nor with respect to construction, fire protection, building code, health code, housing code, traffic, flood control or fire safety. (x) Neither HTC Landlord nor its members has received any notice from any insurance company or any applicable governmental entity, nor has any Knowledge, of any violation of applicable codes or insurance requirements or any defect in, on or about the Property
(xi) The completion of any impro vements, alteration or rehabilitation on or of the Property or any portion thereof will not require the dedication of any portion of the Property to any applicable governmental entities.
(xii) No “common area” assessments or assessments for public improvements have been made against the Property which remain due and unpaid and all bills and claims for labor performed and services and materials furnished for the Property are or will be timely paid-in-full and the Property is or will be free from mechanic’s or mat erialman’s liens other than Permitted Encumbrances.
(xiii) To the best of HTC Landlord’s Knowledge (including without limitation the Knowledge of HTC Landlord’s members), there is not any plan, study or effort of any applicable governmental entities, which in any way would materially adversely affect the use of the Property for its intended uses or any intended public improvements which will result in any material charge being levied against, or any material lien assessed upon, the Property
(xiv) None of the prior tenan ts of the Property or occupants thereof are eligible for relocation and/or moving payments or benefits under applicable federal, State and/or local law.
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41 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xv) The Property is not subject to any pending or, to the best of HTC Landlord’s Knowledge, threatened Taking.
(xvi) There are no defects or conditions of the soil which will materially adversely affect the use, occupancy and operation of the Property, and no need for unusual or new subsurface excavations, fill, footings, caissons or other installations on or about the Property.
(xvii) HTC Landlord has not received any notice of, nor does HTC Landlord have Knowledge of, any existing, proposed, contemplated, threatened, or pending plans or proceedings to change, re-zone, or down-zone the existing zoning classifications as to any portion of the Property or to widen, modify or realign any street or highway contiguous to the Property.
(xviii) The Property has and will continue to have permanent unrestricted access to appropriate public roadways. All public utilities necessary to the operation of the Property, including, but not limited to, sanitary and storm sewers, water, gas (if applicable), telephone and electricity, are or will by the date any and each portion of the Project is Placed in Service be, and will remain available to and connected to, the Property and each portion thereof. The Property is an independent unit which does not rely on any drainage, sewer, access, parking, structural or other facilities not located on the Property or on public or utility easements for th e ( A) fulfillment of any zoning, building code or other requirement of any governmental entity that has jurisdiction over the Property, ( B) structural support, or (C) the fulfillment of the requirements of any lease or other agreement affecting the Property. HTC Landlord, HTC Tenant and any tenants thereof, directly or indirectly, have the right to use all amenities, easements, public or private utilities, parking, access routes or other items necessary for the rehabilitation or operation of the Property.

The Property is adjacent to a physically open, dedicated public street, and has all necessary permits for ingress and egress and adequate public water, sewer systems and utilities are available at the Property. The Property will satisfy all Legal Requirements related to the number of parking spaces at the Property. Other than the common elements, no building or other improvement not located on the Property relies on any part of the Property to fulfill any zoning requirements, building code or other requirements of any governmental entity that has jurisdiction over the Property for structural support or to furnish to such building or improvement any essential building systems or utilities. (xix) To the best of HTC Landlord’s Knowledge, except as described in the Environmental Reports, neither HTC Landlord nor any of its Affiliate or its members has ever received notification from any federal, state or other governmental auth ority of (A) any violation of the Environmental Laws, (B) any potential, known, or threat of release of any Hazardous Substance on to or from the Property or (C) the incurrence of any expense or loss by any such governmental authority or by any other Perso n in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance is now or, to the best of its knowledge, was ever, stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto. The Property is in compliance with 1M - Page 76

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease all applicable Environmental Laws, and any actions required to be taken by any Environmental Law or recommended to be taken which were contained in the Environmental Reports or any other environmental assessment reports prepared in conjunction with the Property and the development and rehabilitati on thereof shall be appropriately completed in a manner that fully complies with such recommendations and all laws, regulations, ordinances, orders or decrees pertaining thereto. For purposes of this Section 8.5(b)(xviii), HTC Landlord’s Knowledge consist s of the Knowledge of HTC Landlord’s members, review of said Environmental Reports, any additional reports or testing of the Property required or suggested in said Environmental Reports and actually obtained or performed, and the Knowledge of HTC Landlord. (xx) If, at any time during the Term, HTC Tenant reasonably determines that the foregoing representations were not true when made, or may have become untrue, HTC Landlord, upon request from HTC Tenant, shall promptly obtain an environmental audit of the Property. The scope of such audit and the company performing it shall be acceptable to HTC Tenant.
(xxi) HTC Landlord maintains and will continue to maintain insurance on all HTC Landlord activities and the Property which complies with the terms specified in this HTC Lease.
(xxii) Subject to the terms of Section 7.1, HTC Landlord has or shall have no discretion under any of the Operating Documents to elect not to rebuild the Project (or a portion thereof) to the extent that Insurance Proceeds realized from a casualty are sufficient therefor.
(xxiii) No additional financing for or in connection with the Project, whether for completion of construction, operations or otherwise, will be obtained without the prior written Consent of Investor Member.
(xxiv) Neither the Property nor any membership interest in any of the Developer Entities and/or HTC Tenant serves or will serve as collateral for any financing without prior written Consent of Investor Member.
(xxv) HTC Landlord, its members, or any of its Affiliates have not entered into any agreement or contract for the payment or offset of any rehabilitation loan or loan discounts, additional interest, yield maintenance or other charges or financing fees or any agreement to incur any financial responsibility with respect to the Property (other than the MOU and Theater Operation Agreement) or providing for the guaranty of payment for any kickback or rebate of fees under any Operating Document, other than those disclosed in this HTC Lease; and in no event have they or HTC Landlord entered into any such agreement or guaranty of any kind whatsoever (such as an escrow arrangement or letter of credit arrangement) that may in any way affect allocation of the anticipated Histor ic Tax Credits.
(c) HTC Landlord Tax Credit Representations:
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (i) To the best Knowledge of HTC Landlord, HTC Landlord has delivered to HTC Tenant copies of all material documents in its possession with respect to the acquisition, construction, Rehabilitation, financing, ownership, leasing, maintenance and operation of the Property and the factual statements contained in such documents, taken as a whole, are not materially misleading in light of the circumstances under which they were made. The HTC Landlord h as disclosed to the HTC Tenant all material facts and transactions known to it that relate to the Property or this HTC Lease. Such documents and information have been furnished to HTC Tenant for HTC Tenant to rely upon in connection with the transactions contemplated by this HTC Lease. (ii) Neither the HTC Landlord nor any of its members or partners, nor their members or partners, if any, is (i) a mutual saving bank, cooperative bank, or domestic building and loan association to which Section 593 of the Code ap plies; (ii) a regulated investment company or real estate investment trust subject to taxation under Subchapter M, Chapter 1 of the Code; (iii) “tax-exempt organization” as used in Section 50(b)(3) or a “tax-exempt entity” as defined in Section 168(h) of t he Code or “tax -exempt controlled entity” as defined in Section 168(h) of the Code that has not made an election provided for in the Section 168(h)(6)(F)(ii) of the Code with any “tax -exempt entity” (which term includes the United States, any state or poli tical subdivision thereof, or any agency or instrumentality of any of the foregoing; any organization exempt from federal income tax; and any foreign person or entity), or (iv) a cooperative organization described in Section 1381(a) of the Code (any Person described by any of (i) -(iv) of the foregoing, a “Disqualified Person”).
(iii) As of the date hereof, the Building has received the approval described in clause (i) of the definition of Part 1 Approval and the HTC Landlord expects that the Building will be nominated for an individual listing of the Building on the National Register by the SHPO and will be so listed by the NPS on or before [TBD, 2025]. (iv) The HTC Landlord has received a determination by the National Park Service, pursuant to the Part 2 Approval , that, subject to the satisfaction of the conditions listed therein, the Rehabilitation is consistent with the historic character of the Building and meets the Secretary’s Standards. All rehabilitation incurred through the Effective Date has been complet ed (and all future rehabilitation is expected to be completed) in accordance with the Part 2 Approval and the Secretary’s Standards (v) The Rehabilitation will be completed in all material respects in accordance with the Historic Approvals . The HTC Landlord shall not undertake any of the Rehabilitation work unless such work has been approved as part of the Part 2 Approval. (vi) Following the submission of the Part 3 Application, HTC Landlord will use commercially reasonable efforts to secure Part 3 Approval, inclu ding, but not limited to responding to questions or comments from the National Park Service, performing such additional or corrective work as required by the National Park Service, and resubmitting the Part 3 Application as necessary to secure Part 3 Approval. 1M - Page 78

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (vii) The Part 3 Approval is expected to be received on or prior to [_______], 2026.
(viii) No default by the HTC Landlord has occurred or is continuing (nor has there occurred any continuing event which, with the giving of notice or the passage of time or both, would constitute such a default in any material respect) under any documents delivered to or required by t he Secretary, the National Park Service, the IRS or any other governmental authority designated for such purpose related to Historic Tax Credits (including Part 1 and Part 2 of the Historic Preservation Certification Application), as any of the foregoing m ay be or has been amended or supplemented from time to time in accordance with this HTC Lease.
(ix) HTC Landlord shall retain and consult with the Architect as necessary and appropriate and direct the Architect to share any information, findings, reports, and/o r correspondence related to the Rehabilitation with Investor Member upon a written request with Investor Member.
(x) The Architect has demonstrated expertise in the area of historic preservation and compliance with the Secretary’s Standards.
(xi) The Building is subject to depreciation (or amortization in lieu of depreciation). The QREs that form the basis for Historic Tax Credits generated by the Rehabilitation of the Building will not include (A) any expenditure with respect to which a method other than the straight -line method for depreciation over a recovery period determined under Section 168(c) or (g) of the Code for nonresidential real property (as modified by Section 251(d)(4) of the Tax Reform Act of 1986 ) will be used, ( B) the cost of acquiring the Building or any interest therein or ( C) the cost of any enlargement of the Building, excluding any increase in floor space resulting solely from interior remodeling.

With respect to any portion of the Building attributable to the QREs, HTC Landlord will elect out of the special bonus depreciation allowance for certain expenditures and tenant improvements set forth in Section 168(k) of the Code or any other elective depreciation method that would result in any improvements to the Building funded with QREs being depreciated on any method other than the method permitted by this Section 8.5(c)(xi). (xii) Upon the date a ny improvements to the Building funded with QREs are Placed in Service, such improvements will be “new section 38 property” (within the meaning of Treas. Reg. Section 1.48-2) in the hands of the HTC Landlord, and the “original use” of such improvements funded with QREs (within the meaning of Treas. Reg. Section

1.48-4(b)) will commence with the HTC Landlord for federal income tax purposes. No portion of the Building attributable to the QREs has been Placed in Service prior to the date hereof, or if later, the admission of Investor Member as a member of the HTC Tenant. The QREs incurred in connection with the Rehabilitation of the Building would constitute “new section 38 property” to the HTC Tenant if the HTC Tenant had actually purchased such improvements funded with QREs, and the HTC Tenant will be deemed to be the “original user” of such improvements funded with QREs (within the meaning of Treas. Reg. Section

1.48-4(b)).
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45 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xiii) The Building was Placed in Service at least once by a prior owner before the beginning of its Rehabilitation by the HTC Landlord as a theater. (xiv) HTC Landlord did not use for person al or business purposes or Place in Service any portion of the Building on or prior to the date hereof. As of the date hereof, the Building was not in a condition or state of readiness for its operation or occupancy as “nonresidential real property” withi n the meaning of Section 168(e)(2)(B) of the Code.

Without limiting the generality of the foregoing, as of the date hereof, (A) no portion of the Building has received, nor could it have received, a certificate of occupancy permitting its use and operation for its intended purpose, and (B) neither the Building nor any portion of the Project is currently Placed in Service.
(xv) Before HTC Landlord will deliver the Property (or any portion thereof) to HTC Tenant to take possession of the Property under this HTC Lease, HTC Landlord will ensure that the Rehabilitation meets all requirements or will meet all requirements to qualify for Historic Tax Credits such that HTC Tenant will be entitled to claim the Historic Tax Credits and confirm that the Rehabilitation wa s in strict accordance with all of the requirements imposed by the Historic Approvals, the historic standards and guidelines of the National Park Service, or pursuant to applicable state law. (xvi) The HTC Landlord shall prepare and submit to the Secretary, the Secretary of the Treasury and/or the IRS (or any other governmental authority designated for such purpose), on a timely basis, any and all requests for approval, reports, information returns and other certifications and information required:
(A) To cause the Rehabilitation to qualify the HTC Landlord for Historic Tax Credits; (B) To pass through the Historic Tax Credits to the HTC Tenant; and (C) To avoid any event or circumstances that result in the adjustment, disallowance or recapture of Historic Tax Credits or any portion thereof under the Code. (xvii) HTC Landlord has not obtained any debt or financing that would cause a reduction or deferral in the Historic Tax Credit otherwise allowed with respect to the Rehabilitation of the Building under any provision of the Code (including, but not limited to, Section 49 of the Code) or in the amount thereof that may be passed through to HTC Tenant under Section 50(d) of the Code.
(xviii) HTC Landlord has not made any elections under t he Code without the written consent of HTC Tenant that would affect the amount, timing, availability, or allocation of Historic Tax Credits.
(xix) HTC Landlord is, and has always been, on an accrual method of accounting for financial and federal tax purposes, a nd will properly elect the accrual method of accounting for federal income tax purposes. HTC Landlord has filed any and all certifications and other documents on a timely basis with the IRS and/or the State taxing authorities and any other federal, state or local governmental agency or political subdivision as have been required to support the allocation of Historic Tax Credits. 1M - Page 80

46 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xx) HTC Landlord holds leasehold title to the Property pursuant to the Ground Lease and is the sole owner of the Building for federal income tax purposes, and will continue to hold such title and be the sole owner for federal income tax purposes at all times during the term of this HTC Lease. The term of the Ground Lease exceeds the remaining useful life of the Building foll owing the Rehabilitation of the Building. The Property is not (i) subject to any reversion of title or (ii) subject to any restrictions on use that would contravene any provision of this HTC Lease.
(xxi) HTC Landlord has reviewed the financial projections attac hed hereto as Schedule B (the “Projections”) and the assumptions set forth therein. Any information HTC Landlord provided, with respect to HTC Landlord and Project, to the accountants in connection with the preparation of the Projections was true, correct, and complete. No circumstances now exist that would materially and adversely affect the reasonable likelihood of achieving the objectives an d the benefits set forth in the Projections. All of the Property information and assumptions in the Projections, including, without limitation, Property budget costs, rents, utility costs and other operating and maintenance expenses, and depreciation are reasonable, accurate and achievable. Without limiting the foregoing, the assumptions as to rehabilitation costs for each taxable year shown in the Projections correspond, or can be reasonably expected to correspond, in all material respects, to the actual work that will be completed within that taxable year. (xxii) HTC Landlord is expected to expend not less than $[33,376,826] for the renovation, restoration, or reconstruction of the Property which will qualify as QREs, not including acquisition, enlargement of existing building, new construction or peripheral items such as sidewalks, parking lots or landscaping, which QREs are anticipated to result in Historic Tax Credits in an amount not less than $[6,675,366]. The expenditures included in the calculation of qualified rehabilitation expenditures shown in the Projections are properly chargeable to a capital account for “nonresidential real property” as defined in Section 168(e)(2)(B) of the Code (or an addition or improvement thereto) for which depreciation is allowable under Section 168 of the Code. All site improvements included in the QREs set forth in the Projections are improvements, which by their nature, as a factual matter, will be retired contemporaneously with the physical assets funded with eligible QREs and are not inextricably associated with the Land underlying the Property; none of the costs of the Rehabilitation of the Building set forth as QREs in the Projections relate to syndication costs, costs of organizing HTC Landlord or HTC Tenant; rent-up or lease-up costs, including advertising, sample unit costs, initial rental incentives, and any other costs to fully rent out the Property; or rental management, consisting of the day -to- day management of the Property, including all dealings with tenants , renewal of leases, and procurement of new tenants. None of the rehabilitation expenditures constituting QREs have been made by tenants of the Property.
(xxiii) HTC Landlord’s basis in the Building allocable to hard costs will be attributable to QREs and the basis attributable to QREs will reflect HTC Landlord’s actual costs for such expenditures, and such costs will be incurred as the result of arm’s length negotiations with unrelated third parties and will be consistent with the market value for the same.
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47 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xxiv) No one has claimed or will claim any Historic Tax Credits with respect to the QREs incurred by HTC Landlord with respect to the Building except the members of HTC Tenant.
(xxv) The Developer has not received any payments from any Contractor. (xxvi) The Development Fee, construction costs and contractor fees payable are reasonable and do not exceed similar fees and costs that would be charged in connection with an arm’s length transaction between unrelated third parties. Each of the Developer and HTC Landlord will act independently and will enforce the Development Agreement as if each party were an unrelated third party. HTC Landlord has and will continue to properly accrue the Development Fee under the accrual method of accounting; the Development Fee is in consideration for obligations of Developer in the Development Agreement with respect to the Building.
(xxvii) If the Developer defers recognizing the Development Fee as income, such deferral will be in the Developer’s regular course of business in accordance with the applicable requirements of the Code, and not from a manipulation of the cash method of accounting with respect to either the Developer or HTC Landlord or any members or Affiliates thereof
(xxviii) There is, or there will be, sufficient, reasonable and adequate documentation that provides objective evidence that details the time and effort spent by the Developer on any of the services (e.g., time records or memoranda recounting meetings or other efforts as to such services).
(xxix) None of the Developer’s obligations provided, or to be provided, for the Development Fee are duplicative (including, but not limited to, the services performed, or to be performed, by any Contractor).
(xxx) No portion of the Development Fee is required to be, or will be, treated as an expense and deducted in the year paid or incurred.
(xxxi) The Development Fee is, and will be, capitalized as part of the Property. (xxxii) HTC Landlord is legally obligated to pay the Development Fee. (xxxiii) HTC Landlord has no reason to believe that Development Fee is unreasonable compared to such item s for real estate development projects that do not involve Historic Tax Credits. No portion of the Development Fee is for, or incident to: (i) syndication expenses; (ii) organization costs; (iii) acquisition costs; (iv) construction management fees or similar payments; (v) rent/lease up costs; (vi) rental management; or (vii) any similar type costs.
(xxxiv) The Rent constitutes reasonable rent for the Property and all other terms of this HTC Lease are reasonable.
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48 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xxxv) As of the date hereof, there are no outstanding loans or advances from HTC Landlord to HTC Tenant and HTC Tenant has no unsatisfied obligation to make any payments of any kind to HTC Landlord, its members or its Affiliates. (xxxvi) HTC Landlord has a bona fide business purpose for entering into the HTC Lease, including achieving fixed returns over the term of the HTC Lease and reducing lease up and re-leasing risk for HTC Landlord.
(xxxvii) HTC Tenant’s rental payments to the HTC Landlord, made pursuant to the terms of the HTC Lease and indirectly Investor Member’s contribu tions to HTC Tenant are necessary for the Rehabilitation as a source of upfront capital to construct and acquire the Property.
(xxxviii) Except as provided in Section 9.11, there is no agreement or understanding that HTC Landlord will forbear from exercising its rights to terminate the HTC Lease if HTC Tenant fails to pay any rents or other obligations that are otherwise due pursuant to the terms of the HTC Lease.
(xxxix) No Developer Entity has filed with the IRS a Reportable T ransaction Disclosure Statement (Form 8886) with respect to this transaction, any prior transaction involving the Property, or any portion thereof and, the best of its knowledge, no Developer Entity is required to file the same as a result of this transact ion, any prior transaction involving the Property, or any portion thereof. No Developer Entity has participated or will participate in a syndicated conservation easement or substantially similar transaction within the meaning of Notice 2017 -10, 2017-4 I.R.B. 544 with respect to the Property or any portion thereof.
(xl) HTC Landlord bears no relationship to Theater Subtenant that is specified in Section 267(b) or 707(b)(1) of the Code. Neither Theater Subtenant nor any Affiliate of Theater Subtenant nor any “related entity” (as such phrase is used in Section 168(h)(1)(B)(ii) of the Code) of Theater Subtenant has owned, leased, or used any portion of the Building prior to the Effective Date.
(xli) HTC Landlord will treat this HTC Lease as a lease (as oppose d to a sale) for federal income tax purposes and will treat the Ground Lease as a sale of the Building (as opposed to a lease) for federal income tax purposes and will not take any position inconsistent with such treatment.
(xlii) Effective on or prior to the Effective Date, Managing Member has filed an election to be treated as an association taxable as a corporation for federal income tax purposes.

Section 8.6 Further Covenants of HTC Landlord. HTC Landlord shall have the following duties and obligations during the Term and hereby covenants as follows:
(a) HTC Landlord Entity-Level Covenants:
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (i) HTC Landlord shall do all things necessary to maintain its status as a validly existing limited liability company in good standing in the State of California and qualified to do business in the State of California.
(ii) HTC Landlord shall continue to have full po wer and authority to hold its interest in and to the Property and to develop, operate, and maintain the Property in accordance with the terms of this HTC Lease and to enable HTC Landlord to engage in its business as contemplated by this HTC Lease. HTC Landlord will not change its organizational structure and will not make any changes or amendments to its organizational documents and authorizing resolutions which would impair its ability to act in accordance with this HTC Lease without the prior written consent of HTC Tenant. (iii) HTC Landlord shall promptly inform HTC Tenant of any litigation, action, investigation, event, or proceeding that is pending respecting HTC Landlord, its members, the Property, and/or any Guarantor and, further, upon receipt of any notice or Knowledge shall promptly inform HTC Tenant of any such matter which is threatened which, if adversely resolved, would (i) have a material adverse effect on HTC Landlord, its members or the Property; (ii) have a material adverse effect on the abil ity of HTC Landlord, its members, a Guarantor or any of their respective Affiliates to perform their respective obligations under this HTC Lease; (iii) have an adverse effect on any adjacent property, which would have a material adverse effect on the Property or HTC Landlord’s investment in the Property; (iv) have a material adverse effect on the financial condition of HTC Landlord, its members or any Guarantor; or (v) constitute or result, if true, in a material breach of any representation, warranty, covenant, or agreement set forth in this HTC Lease. (iv) Upon request, HTC Landlord shall provide HTC Tenant with true and correct copies of all Approved Loan Documents (if any) and Operating Documents. HTC Landlord shall not amend any of the Approved Loan Docum ents or the Operating Documents without the prior written consent of HTC Tenant and Investor Member, which consent shall not be unreasonably withheld.
(v) HTC Landlord shall furnish to HTC Tenant, within ten (10) Business Days of receipt thereof, a copy of any notice of default under any Approved Loan Documents or Operating Documents.
(vi) HTC Landlord shall cause to be prepared and delivered to HTC Tenant each of the documents and other informa tion necessary to allow HTC Tenant to remain in compliance with Section 13.04 of the HTC Tenant Operating Agreement (vii) HTC Landlord shall not accept any grant of funds without the written consent of HTC Tenant.
(viii) HTC Landlord shall not permit its members to con vey any of such member’s membership interests in HTC Landlord without the consent of HTC Tenant, which consent shall not be unreasonably withheld, conditioned or delayed. (ix) HTC Landlord shall not amend the HTC Landlord Operating Agreement in effect as of the date hereof without the prior written consent of HTC Tenant and Investor 1M - Page 84

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Member nor shall HTC Landlord admit any additional or substitute member as a member of HTC Landlord.
(x) HTC Landlord will not file an election to be taxed as a C corp oration for federal income tax purposes.
(b) HTC Landlord Real Estate Covenants
(i) HTC Landlord shall promptly inform HTC Tenant upon receiving any notice of or having any Knowledge of, any violation with respect to the Property of any law, rule, regulation, order, or decree of any governmental authority having jurisdiction, which would have a material adverse effect on the Property (including HTC Landlord’s ability to transfer its interest in and to the Property in accordance wit h the terms of this HTC Lease) or the Rehabilitation, use, occupancy, or operation thereof (ii) HTC Landlord shall keep all public utilities necessary to the operation of the Property, including, but not limited to, sanitary and storm sewers, water, gas (if applicable), and electricity, operating in working condition to the extent that HTC Landlord is responsible for the operation and maintenance of such utilities under this HTC Lease. (iii) HTC Landlord will cause the Property to be operated in compliance with all applicable zoning regulations, ordinances, and subdivision laws, rules, and regulations. (iv) HTC Landlord shall maintain insurance against risks that are of a character usually insured by Persons engaged in a similar business and in form and amount and covering such risks as is usually carried by such Persons including, but not limited to, insurance of the type described in this HTC Lease; provided, however, that: (i) in addition to such requirements, HTC Landlord shall at all times comply with the insurance requirements required by any Lender under any Approved Loan Documents; (ii) all such insurance policies and any renewals or substitutions thereof are and shall be in full force and effect during the Term of the this HTC Lease; and (iii) the Investor Member shall be named as a certificate holder and an additional insured or loss payee on each policy where applicable pursuant to Exhibit A of the HTC Tenant Operating Agreement and shall have the right to receive thirty (30) calendar days’ notice from the HTC Landlord prior to any termination or reduction of coverage by the insurer.
(v) HTC Landlord shall take all actions necessary to ensure that the Property contains no, and is not affected by the presence of, any Hazardous Substance, and to ensure that the Property is not in violation of any federal, state, or local statute, law, regulation, rule, or ordinance, including any Environmental Law. HTC Landlord shall promptly deliver to HTC Tenant any notice received from any source whatsoever of the existence of any Hazardous Substance on the Property or of a violation of any federal, state, or local statute, law, regulation, rule or ordinance, including any Environmental Law with respect to the Property. If any Hazardous Substance (including lead -based paint and asbestos) is found to exist or be present, HTC Landlord shall commence promptly the taking of action to assure such Hazardous Substance will be either removed from the Property and disposed of or encapsulated and/or otherwise corrected, contained and made safe and i naccessible, 1M - Page 85

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease all in strict accordance with federal, state and local statutes, laws (including any Environmental Laws), regulations, rules and ordinances, any recommendations set forth in the Environmental Reports, this HTC Lease and/or any agreement with a governmental authority.
(vi) HTC Landlord shall report to HTC Tenant any proposal or offer of any Person to acquire the Property that HTC Landlord desires to further investigate. (vii) HTC Landlord will cause the Project to be rehabilitated and renovated in a manner compatible with the soil condition at the time of construction and all necessary excavations, fills, footings, caissons and other installations, if any, will then have been provided.
(viii) The Developer shall not receive any payments from any Contractor. (ix) The Property is not and shall not be subject to any right of first refusal or option to acquire in favor of any person other than as may be set forth in the Title Policy. (x) Upon dissolution of HTC Landlord, the successor entity to HTC Landlord will assume the obligations of HTC Landlord pursuant to this HTC Lease and shall execute any documents necessary to evidence such assumption of obligations, and this HTC Lease shall remain in full force and effect.
(xi) HTC Landlord shall not, in the event of the Bankruptcy of HTC Tenant (i) terminate or cancel this HTC Lease solely as a result of such event of Bankruptcy; or (ii) acquiesce in the rejection of this HTC Lease; or (iii) modify, change, supplement, alter or amend this HTC Lease in any respect, either orally or in writing except pursuant to court order.
(xii) HTC Landlord shall not, in the event of the Bankruptcy of HTC Landlord, (i) surrender its estate or any portion thereof, nor terminate, cancel or reject this HTC Lease; or (ii) modify, change, supplement, alter or amend this HTC Lease in any respect, either orally or in writing, except pursuant to court order. (c) HTC Landlord Tax Credit Covenants.
(i) All portions of the Project will be Placed in Service on or before the Cut - Off Date.
(ii) HTC Landlord will do all things necessary to ensure (i) that the rehabilitation and construction of the Project is done in accordance with the Part 2 Approval, the standards for rehabilitation set forth in Title 36 of the Code of Federal Regulations, Part 67. 7, and the Projections, (ii) that the Building will receive a final certification (Part 3 Approval) of completed work from the Secretary stating that the Rehabilitation is consistent with the historic character of the Building, and (iii) upon completion of the Rehabilitation, the Building will constitute a “certified rehabilitation” of a “certified historic structure” as described in Section 47(c)(3) of the Code , upon issuance of the Part 3 Approval. HTC Landlord will not take any action, authorize or consent to any 1M - Page 86

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease or otherwise permit any physical alterations to the Building that might reasonably negatively impact the status of the Building as a certified historic structure or that violate or conflict with the Part 2 Approval.
(iii) HTC Landlord will cause all o f (i) the personal property, fixtures, maintenance supplies, tools, equipment and like owned or to be owned by HTC Landlord to be used in the operation of the Property as well as (ii) the rents, revenues and profits earned from the operation of the Property, to be free and clear of all security interests and encumbrances, except for the lien of any Approved Loan Documents and other Permitted Encumbrances. HTC Landlord will cause the Rehabilitation to be completed in a good and workmanlike manner, with comparable materials and equipment, free and clear of all mechanics’, materialman’s or similar liens, and in conformity with the relevant Construction Documents, Secretary’s Standards, Historic Approvals, all applicable Legal Requirements, HTC Program Require ments, and requirements of any Lender, and thereafter operated, in accordance with all applicable federal, state and local historic rehabilitation requirements (including without limitation the Historic Approvals and HTC Program Requirements) in order to qualify for and maintain the Historic Tax Credits and other tax benefits anticipated in connection therewith. No changes shall be made to the Part 2 Application or any Part 2 Approval after the date hereof without the prior written Consent of HTC Tenant, which Consent shall not be unreasonably withheld. Any resolution of any conditions and/or exceptions to the Part 2 Approval shall be subject to the written Consent of HTC Tenant, which approval shall not be unreasonably withheld.

In addition, HTC Landlord shall obtain all applicable permanent certificates of occupancy for the Property no later than the date the Rehabilitation is completed. HTC Landlord shall obtain all building, zoning, environmental, wetland and other applicable certificates, permits, and licenses necessary to permit the rehabilitation, use, occupancy, and operation of the Property that are obtainable only after completion of the Rehabilitation or a specified portion thereof. All improvements constructed or to be constructed on the Prope rty shall be constructed and equipped in full compliance with the requirements of all governmental authorities having jurisdiction over the Property.
(iv) HTC Landlord will file any and all certifications and other documents on a timely basis with the IRS and/or the State taxing authorities and any other federal, state or local governmental agency or political subdivision as may be required to support the allocation of Historic Tax Credits, all of which certifications and other documents (including without limitation Part 3 Application and the Final Cost Certification) shall be in all respects reasonably acceptable to HTC Tenant as to form and substance and in full accordance with Applicable Laws.
(v) By way of example, and not in limitation of the foregoing, the HTC Landlord has or will, as applicable, prior to any QREs relating to the Property being Placed in Service, prepare and submit to the Secretary Part 1 and Part 2 of the Historic Preservation Certification Application and any other requests for approval, repo rts, or other certifications and information required in order to obtain Part 1 Approval and Part 2 Approval, including but not limited to the approval of any conditions contained therein (the “Applications”), and shall thereinafter in a timely fashion obtain Part 3 Approval. 1M - Page 87

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (vi) Upon receipt, HTC Landlord will deliver the Part 3 Approval to HTC Tenant and Investor Member.
(vii) The HTC Landlord shall cause to be prepared and delivered to the HTC Tenant (i) immediately, upon learning of a condition or circumstance which is expected to reduce Historic Tax Credits below $[NTD; this number will equal 70% of final expected HTCs], a detailed statement describing such matters; (ii) immediately, upon lea rning of any information which would indicate a previously issued Final Cost Certification is incorrect, a detailed statement describing such matters; (iii) within two (2) Business Days after receipt by HTC Landlord, copies of all reports, notices, filing s, or correspondence sent or received regarding the Historic Tax Credits; and (iv) as soon as practicable, and in all cases no later than when required under the HTC Tenant Operating Agreement, the Final Cost Certification and the Part 3 Approval.
(viii) HTC Landlord will take all actions necessary or appropriate to prevent any portion of the Property from being treated as tax-exempt use property as defined in Section 168(h) of the Code, and in furtherance thereof, any “tax -exempt controlled entity” which is a direct or indirect owner of HTC Landlord shall make an election in accordance with Section 168(h)(6)(F) of the Code. Neither HTC Landlord nor any of its direct or indirect owners will become, or admit, or permit the admission as a direct or indirect owner, a “tax- exempt entity” or a “tax-exempt controlled entity” as defined in Section 168(h) of the Code or any other Disqualified Persons. Other than pursuant to the Theater Sublease, l ess than 30% of the rentable square footage within the Building will be leased to any tax -exempt entity.
(ix) During the Recapture Period, the HTC Landlord shall not (i) permit a disposition of the Property within the meaning of Section 50 of the Code, including taking any action that would interfere with HTC Tenant’s rights in the HTC Lease, or take any action that would cause a Recapture/Disallowance Event (as defined in the HTC Tenant Operating Agreement); including without limitation, taking any action that causes or is likely to cause the Building to be delisted from the Nation al Register of Historic Places; (ii) enter into any “disqualified lease” with respect to any portion of the Property as such term is defined in Section 168(h) of the Code (for purposes of this clause) with any Tax Exempt Entity (to being acknowledged and agreed that the Theater Sublease is not such a “disqualified lease”) ; or (iii) act or fail to act in any manner that would cause a Recapture/Disallowance Event.
(x) HTC Landlord ( A) will not file an election to be treated as other than a partnership for federal income tax purposes at any time during the term of this HTC Lease, (B) will, at all times, have at least two members for federal income tax purposes and for purposes of the California Revised Uniform Limited Liability Company Act, (C) will file tax returns consistent with its status as a partnership for federal income tax and state law purposes, and (iv) will not take any position to the contrary of the foregoing, and (D) shall not become a “publicly traded partnership” as defined in the Code and in the Treasury Regulations.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xi) Without limiting any other obligations of HTC Landlord hereunder or otherwise, HTC Landlord shall promptly provide HTC Tenant’s Construction Consultant with reasonable access upon reasonable prior notice for the purpose of inspection the Rehabilitation of the Property.
(xii) The qualified rehabilitation expenditures (within the meaning of Section 47(c)(2) of the Code) incurred during any twenty-four (24) month period ending within the taxable year in which the applicable portion of the Building is Placed in Service shall exceed the greater of (i) $5,000 or (ii) the adjusted basis (within the meaning of Section 47(c)(1)(C)(i) of the Code) of the Building and its respective structural components as of the first day of such twenty -four (24 ) month period. The qualified rehabilitation expenditures incurred in rehabilitating the Project shall not exceed the fair market value of the Project.
(xiii) None of the depreciable basis in the Building will be treated as "qualified improvement property" within the meaning of Section 168(e)(6) of the Treasury Regulations without the prior written consent of HTC Tenant and Investor Member except as provided in the Projections.
(xiv) Other than certain “qualified improvement property” that will be depreciated over 20 years, HTC Landlord will depreciate the Building over 40 years in accordance with Section 168 of the Code.
(xv) The fair market value of the Property attributable to QREs as of the date of the Building is Placed in Service will equal or exceed the aggregate adjusted basis of the HTC Landlord therein as of such date. Upon completion of the Rehabilitation, the fair market value of the Property is expected to exce ed the total amount of indebtedness, including accrued interest thereon, encumbering the Property and is expected to do so throughout the term of such indebtedness. The economic useful life of the Project (including, without limitation, all qualified impr ovement property ) is greater than [ __] years.
(xvi) HTC Landlord shall make valid and timely elections under Section 48(d) of the Code to pass through to HTC Tenant all Historic Tax Credits otherwise allocable to HTC Landlord with respect to the Property. The HTC Landlord will not elect to cause the Historic Tax Credits to be passed through to any lessee of the Property other than the HTC Tenant.
(xvii) None of the rehabilitation expenditures constituting QREs will be made by tenants of the Property.
(xviii) The costs charact erized as “qualified improvement property” in the Projections are being made by the HTC Landlord to an interior portion of a building which is nonresidential real property, excludes any improvement for which the expenditure is attributable to the enlargement of the Building, any elevator or escalator, and the internal structural framework of the Building, and such improvements will be placed in service after the date the Building was originally placed in service. 1M - Page 89

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (xix) Neither HTC Landlord nor any of its Affiliates shall enter into any agreement or guaranty (other than the Guaranty) of any kind whatsoever (such as an escrow arrangement or letter of credit arrangement) that may in any way affect allocation of the anticipated Historic Tax Credits to HTC Tenant.
(xx) HTC Landlord, its members, and any of their Affiliates shall not enter into any agreement or contract for the payment or offset of any rehabilitation loan or loan discounts, additional interest, yield maintenance or other interest charges or financing fees or any agreement to incur any financial responsibility with respect to the Property or providing for the guaranty of payment for any kickback or rebate of fees under any Operating Document, other than those disclosed in this HTC Lease, and in no event shall HTC Landlord, its members, and any of their Affiliates enter into any such agreement or guaranty of any kind whatsoever (such as an escrow arrangement or letter of credit arrangement) that may in any way affect allocation of the anticipated Historic Tax Credits. (xxi) HTC Landlord will not obtain any debt or financing that will cause a reduction or deferral in the Historic Tax Credit otherwise allowed with respect to the Rehabilitation of the Building under any provision of the Code (including, but not limited to, Section 49 of the Code) or in the amount thereof that may be passed through to HTC Tenant under Section 50(d) of the Code. Prior to execution of any documents in connection with any financing or refinancing transaction following the Effective Date, HTC Landlord shall submit such documents to HTC Tenant for review for compliance with this covenant, and HTC Landlord shall not execute any such documents without HTC Tenant’s consent (which consent shall include the consent of Investor Member), such consent not to be unreasonably withheld or delayed.
(xxii) For federal income tax purposes, HTC Landlord shall treat the HTC Lease as a lease, and it shall not take any positions contrary thereto. (xxiii) HTC Landlord will make the election described in Section 163(j)(7 )(B) to not have the limitation contained in Section 163(j) apply to HTC Landlord and provide evidence to HTC Tenant of making such election effective no later than the end of the taxable year ending December 31, 2025.
(xxiv) No direct or indirect member of HTC Landlord is subject to the “at -risk” rules set forth in Section 49 of the Code.
(xliii) HTC Landlord will at no time have more than 100 partners, including partners in tiered entities that would be counted as partners of a partnership for purposes of the 100 partner test under Treasury Regulations under Section 7704 of the Code. (xliv) HTC Landlord shall cause the Building to be listed on the National Register.

Section 8.7 Representations, Warranties and Covenants of HTC Tenant.

HTC Tenant hereby represents, warrants and covenants to HTC Landlord as follows:
(a) HTC Tenant Entity-Level Representations:
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (i) The HTC Tenant is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California. (ii) The execution and delivery of this HTC Lease, the incurrence of the obligations set forth in this HTC Lease, and the consummation of the transactions contemplated by this HTC Lease do not violate or conflict with any provision of any applicable federal, state, municipal or local laws, ordinances, rules, regulations, requirements, or any order, judgment, decree, determination, or award of any court binding on HTC Tenant or its managing member, or their assets including the Leasehold Interest; nor do they c onflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice (which notice has not been furnished) under any agreement, contract, lease, license, instrument, or other arrangement to which HTC Tenant or its managing member is a party or by which it is bound or to which any of its assets is subject; (iii) No consent, authorization, approval or permit of or from, or notice to or filing with, any governmental body or any party to any contract, agreement or instrument to which HTC Tenant is a party or by which HTC Tenant is bound, is required for the execution, delivery or compliance with the terms of this HTC Lease by HTC Tenant; (iv) The execution and delivery of this HTC Lease and the performance of all acts heretofore or hereafter made or taken or to be made or taken, pertaining to HTC Tenant or the Property by HTC Tenant have been duly authorized by all necessary company or other action, and the consummation of any such transactions with or on behalf of HTC Tenant will not constitute a breach or violation of, or a default under, the articles of organization, operating agreement or other governing documents of HTC Tenant or any agreement by which HTC Tenant or its managing member is bound; (b) HTC Tenant Tax Credit Representations:
(i) Subject to the satisfaction by the HTC Landlord of its obligations herein, the HTC Tenant shall claim such portion of the Historic Tax Credits pas sed through to it pursuant to the provisions herein beginning on its United States Federal income tax return for any fiscal year in which any portion of the Building is Placed in Service (subject to any available carryback and carryforward election), 99.00 % of which Historic Tax Credits claimed by the HTC Tenant shall be allocated to the Investor Member as the investor member of the HTC Tenant;
(ii) The improvements to the Building funded with QREs incurred in connection with the Rehabilitation would constitute “new section 38 property” to the HTC Tenant if the HTC Tenant had actually incurred the costs consisting of such QREs; (iii) The HTC Tenant (or the Investor Member) shall file its tax returns, shall execute and deliver such certifications, statements, and other documents and shall take such other action as may be necessary to effectuate the pass-through of the Historic Tax Credits relating to the Building to the HTC Tenant in accordance with the provisions of Section 50(d) of the Code and Treas. Reg. Section 1.48-4.
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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (iv) The HTC Tenant shall not (i) take any action or suffer any action to be taken by any of the subtenants or any of its Affil iates that would (A) cause any portion of the Building to constitute “tax-exempt use property” within the meaning of Section 168(h)(11) of the Code (or any successor provisions), or (B) cause or be likely to cause the Building to be delisted from the National Register of Historic Places; (ii) enter into any “disqualified lease” with respect to any portion of the Property as such term is defined in Section 168(h) of the Code (for purposes of this clause) with any Tax Exempt Entity (provided the parties acknowledge and agree that the Theater Sublease is not a disqualified lease; or (iii) permit a disposition of the Property within the meaning of Section 50 of the Code, or cause a Recapture/Disallowance Event to occur.
(v) The HTC Tenant shall not lease any portion of the Property for residential use.
(vi) The HTC Tenant will treat this HTC Lease as a lease (as opposed to a sale) for federal income tax purposes and will not take any position inconsistent with such treatment.

ARTICLE IX.

DEFAULTS
Section 9.1 Default.

The occurrence of any of the following events shall constitute an event of default (“Event of Default”) hereunder:
(a) if HTC Tenant fails to pay when due any HTC Lease Payment, and any such default shall continue for ten (10) calendar days after the receipt of written notice thereof from HTC Landlord;
(b) if HTC Tenant fails in any material respect to observe or perform any covenant, condition, agreement or obligation hereunder not addressed by any other event described in this Section 9.1 or if any representation or warranty of HTC Tenant is materially inaccurate , and, to the extent such failure or inaccuracy is susceptible to cure, HTC Tenant shall fail to cure, correct or remedy such failure or inaccuracy within thirty (30) calendar days after the receipt of written notice thereof; provided, however, that if such failure or inaccuracy is not monetary in nature such that it cannot be cured by the payment of a sum certain to HTC Landlord (or other required payee), then, if such failure is susceptible to cure, but cannot with due diligence be cured within such thirty (30) day period, the time within which HTC Tenant may cure such failure or inaccuracy shall be extended so long as HTC Tenant proceeds promptly and with due diligence to cure the fail ure or inaccuracy and diligently completes the curing thereof within a reasonable period of time; Further, if an Event of Default pursuant to this Section 9.1(b) occurs and the HTC Tenant fails to cure such default within the applicable cure period, HTC Landlord shall notify the Investor Member within ten (10) calendar days of the lapse of the applicable cure period and shall provide the Investor Member with an additional ninety (90) calendar days to cure such Event of Default; 1M - Page 92

58 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (c) if after taking possession of the Property or applicable portion thereof, HTC Tenant abandons the Property or any substantial portion thereof and such abandonment is not cured within thirty (30) calendar days following written notice from HTC Landlord; or (d) if an event of Bankruptcy occurs with respect to HTC Tenant or HTC Tenant suffers foreclosure with respect to any Leasehold Mortgage.

Notwithstanding anything herein to the contrary, there shall be no Event of Default by HTC Tenant where such Event of Default is the result of a default by a subtenant and HTC Tenant is diligently pursuing the cure thereof.

Section 9.2 Rights and Remedies.
(a) Upon the occurrence of any Event of Default hereunder (including the expiration of all applicable notice and cure periods), subject in all respects to (i) Section 9.11 of this HTC Lease, (ii) the provisions of this HTC Lease with respect to HTC Landlord’s rights to cure defaults by HTC Tenant and (iii) the rights of the holder of any Mortgage, HTC Landlord shall have the right to pursue any and all remedies available at law or in equity including, without limitation, a preliminary or permanent injunction, specific performance or other equitable relief; actual (but not consequential or punitive) damages; and/or termination of this HTC Lease. (b) No default in the performance of the terms, covenants or conditions of this HTC Lease on the part of HTC Tenant or HTC Landlord (other than in the payment of amoun ts due) shall be deemed to continue if and so long as HTC Landlord or HTC Tenant, as the case may be, shall be delayed in or prevented from remedying the same due to Force Majeure; but if and when the occurrence or condition which delayed or prevented the remedying of such default shall cease or be removed, it shall be the obligation of HTC Landlord or HTC Tenant, as the case may be, without further delay, to commence the correction of such default or to continue and complete the correction thereof.
(c) The defaulting party shall be liable for the reasonable legal expenses of the non - defaulting party in connection with any collection of funds owed under this HTC Lease, the remedying of any Event of Default under this HTC Lease or any termination of this HTC Lease where such collection, remedying or termination results from an Event of Default , as finally determined by a court of competent jurisdiction. If a default is alleged and it shall be determined that no Event of Default exists the court may determine for just cause that the alleging party shall be liable for the legal costs and expenses of the other party in defending such claim. (d) Notwithstanding anything to the contrary set forth in this HTC Lease, HTC Landlord, for itself and for each and every suc ceeding owner of the Property, agrees that it shall never be entitled to seek a personal judgment against HTC Tenant’s member(s), and that upon any Event of Default hereunder, the rights of HTC Landlord to enforce the obligations of HTC Tenant, its successors or assigns, or to collect any judgment, shall be limited to the termination of this HTC Lease and/or to collection from the assets of HTC Tenant and the enforcement of any other equitable rights and remedies specifically granted to HTC Landlord hereunder; provided, however, that the limitations set forth in this paragraph shall not be applicable to fraud or other criminal 1M - Page 93

59 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease action, or misappropriation of any Condemnation Award or Insurance Proceeds, for which HTC Tenant shall be personally liable.

Section 9.3 Termination of HTC Lease for HTC Tenant’s Default.

Upon a termination of this HTC Lease pursuant to Section 9.2(a), the Leasehold Interest shall automatically revert to HTC Landlord, HTC Tenant shall promptly quit and surrender the Property to HTC Landlord, without cost to HTC Landlord, and, if any sublease remains in full force and effect as of the date of the termination, may assign to HTC Landlord all its rights under such subleases. The obligations of HTC Tenant under this HTC Lease which arose prior t o termination shall survive such termination.

Section 9.4 Rights Upon Termination.

Upon termination of this HTC Lease pursuant to Section 9.2(a), HTC Landlord may:
(a) at the time of such termination, collect any unpaid HTC Lease Payment or any other amount due hereunder (without any right to accelerate Rent) through the date of such termination, without any deduction, offset or recoupment whatsoever; (b) enforce its rights under any bond outstanding at the time of such termination; (c) require HTC Tenant to deliver to HTC Landlord, or otherwise effectively transfer to HTC Landlord, any and all security deposits and governmental approvals and permits, and any and all rights of possession, ownership or control HTC Tenant may have in any and all financing arrangements, plans, spec ifications, and other technical documents or materials related to the Property; and
(d) request the assignment to it of all of HTC Tenant’s right, title and interest in and to any subleases in connection with the Property.

Section 9.5 Performance by HTC Landlord.

If HTC Tenant shall fail to make any payment or perform any act required under this HTC Lease, HTC Landlord may (but need not), after giving not less than thirty (30) calendar days written notice in addition to any written notice required under Section 9.1 or any other Section of this HTC Lease (except in case of emergencies and except where a shorter time period is specified elsewhere in this HTC Lease) to HTC Tenant and without waiving any default or releasing HTC Tenant from any obligations, cure such default for the account of HTC Tenant. HTC Tenant shall promptly pay HTC Landlord the amount of such charges, costs and expenses as HTC Landlord shall have incurred in curing such default, together with interest at the Designated Prime Rate plus two percent (2%) per annum.

In addition to any other remedies of HTC Landlord under this HTC Lease, HTC Tenant agrees to reimburse HTC Landlord for any and all actual expenditures incurred by HTC Landlord by reason of such failure, whether or not such failure shall constit ute an Event of Default or termination, however caused, including all costs, claims, losses, liabilities, damages and expenses 1M - Page 94

60 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease (including without limitation, reasonable attorneys’ fees and costs) incurred by HTC Landlord as a result thereof.

Section 9.6 Remedies Cumulative.

Unless otherwise specifically provided in this HTC Lease, no remedy herein shall be exclusive of any other remedy or remedies, and each such remedy shall be cumulative and in addition to every other remedy; and every power and remedy given by this HTC Lease may be exercised from time to time and as often as may be deemed expedient by either party. No delay or omission by HTC Landlord to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein.

Section 9.7 Default by HTC Landlord.
(a) Except as set forth in Section 9.7(b) below, HTC Landlord shall be in default of this HTC Lease if it fails to perform any provision of this HTC Lease or any other Operating Document that it is obligated to perform or if any of HTC Landlord’s covenants, representations or warranties under any such document are untrue as of the date made or become untrue in any material respect, and if the failure to perform or the failure of such repre sentation or warranty is not cured within thirty (30) calendar days after written notice of the default has been given to HTC Landlord. If the default cannot reasonably be cured within thirty (30) calendar days , HTC Landlord shall not be in default of this HTC Lease if HTC Landlord commences to cure the default within such thirty-day period and diligently and in good faith continues to cure the default within a reasonable period of time, but in no event shall such period exceed ninety (90) calendar days. (b) HTC Landlord shall be in default of this HTC Lease upon the occurrence of material construction cost overruns, unless such construction cost overruns are funded by HTC Landlord, HTC Landlord’s managing member or a Guarantor, in each case within twenty (20) Business Days (or such shorter period of time to avoid a delay in the Rehabilitation schedule or default under the Construction Documents beyond the Cut -Off Date) after written notice from Investor Member and in such a manner so as to not materially adversely affect the Property and/or the rehabilitation thereof and so as to not affect the allocation of Historic Tax Credits to the Investor Member.
(c) HTC Landlord shall be in default of this HTC Lease if it submits a Request for Disbursement, makes any payment to the Contractor , or otherwise applies any Development Sources before receiving written approval to do so by HTC Tenant and Investor Member pursuant to the terms of Section 6.7(f).
(d) If HTC Landlord shall have failed to cure a default by HTC Landlord after expiration of the applicable time for cure of such default, HTC Tenant, at its election, but without obligation therefor (i) may set-off against the HTC Lease Payment the amount of any loss resulting from HTC Landlord’s default, (ii) may seek specific perf ormance of any obligation of HTC Landlord after which HTC Tenant shall retain and may exercise and enforce any and all rights that HTC Tenant may have against HTC Landlord as a result of such default, (iii) from time to time without releasing HTC Landlord in whole or in part from the obligations to be performed by HTC 1M - Page 95

61 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Landlord hereunder, may cure the default at HTC Landlord’s cost, or (iv) may exercise any other remedy given hereunder or now or hereafter existing at law or in equity. Any reasonable costs incurred by HTC Tenant in order to cure such a default by HTC Landlord (including without limitation, reasonable attorneys’ fees and costs) shall be due immediately from HTC Landlord, and may be set-off against any amounts due from HTC Tenant to HTC Landlord. (e) In the event that: (i) HTC Landlord has not substantially complied with any material provisions of this HTC Lease; (ii) any financing commitment of any Lender, or any agreement entered into by HTC Landlord for financing related to the Property, has terminated as the result of a default by HTC Landlord thereunder and the same has not been replaced within sixty (60) calendar days with a substitute, which substitute shall be acceptable to HTC Tenant in its reasonable discretion; or (iii) foreclosure proceedings have been commenced against the Property, then HTC Landlord shall be in default of this HTC Lease, and HTC Tenant, at its sole election, subject to the provisions of any SNDA or other agreement between HTC Tenant and any Lender, may withhold payment of any Installment Base Rent otherwise payable to HTC Landlord; provided, however, that if a payment of all or any portion of the Installment Base Rent or any other rent then due would cure in whole or in part the event justifying the withholding, then HTC Tenant shall pay such Installment Base Rent otherwise payable if it is applied to cure such event. Nothing herein shall preclude HTC Tenant from pursuing or realizing upon its other remedies at law or in equity by reason of any default hereunder by HTC Landlord. (f) In the event that HTC Landlord fails to apply for the Part 3 Approval within sixty (60) days after the day on which the Building is Placed in Service, HTC Tenant shall have the right to direct any affiliate, member or party having common ownership with HTC Landlord to do so.

In the event such other entity fails to comply with this Section 9.7(f), HTC Tenant is authorized, on behalf of HTC Landlord, to take such action and file such documents as are necessary to obtain the Part 3 Approval, and HTC Landlord hereby grants to HTC Tenant a power of attorney, coupled with an interest, to execute any and all necessary documents in connection therewith. (g) Notwithstanding anything to the contrary contained in this HTC Lease, after the commencement of foreclosure proceedings (or acceptance of a deed in lieu) by any Lender or its designees, HTC Tenant shall have no offset rights under this HTC Lease for any defaults by HTC Landlord hereunder and its sole recourse shall be a separate suit against HTC Landlord for such defaults; provided, however, that HTC Tenant shall have a set -off right against any foreclosure transferee for any losses resulting from the condition of the Property (excluding any such damages arising out of a recapture of the Historic Tax Credits) that (i) arises after the date of the foreclosure sale (or deed in lieu) and (ii) arises after such foreclosure transferee has gained sole control of the Property.

Section 9.8 Default Notices.

Notices given by HTC Landlord or by HTC Tenant under this Article IX shall specify the alleged default and the applicable HTC Lease provisions, and shall demand that HTC Tenant or HTC Landlord, as applicable, perform the appropriate provisions of this HTC Lease within the applicable period of time for cure. No such notice shall be deemed a forfeiture or termination of this HTC Lease unless expressly set forth in such notice. 1M - Page 96

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Section 9.9 Limitation of HTC Tenant’s Liability.

Notwithstanding anything in this HTC Lease to the contrary, no m ember of HTC Tenant nor any Affiliate thereof (other than a Guarantor) shall have any personal liability hereunder, including for any HTC Lease Payment hereunder.

Section 9.10 Notice to Investor Member.

So long as Investor Member is a member of HTC Tenant, HTC Landlord agrees, simultaneously with the giving of each notice hereunder, to give a duplicate copy thereof to Investor Member. Investor Member, during the cure periods provided herein for curing a default, may itself remedy the default or cause the same to be remedied, and HTC Landlord agrees to accept such performance on the part of such Investor Member as though the same had been done or performed by HTC Tenant.

Section 9.11 Forbearance During Recapture Period.

Notwithstanding anything to the contrary set forth in t his HTC Lease, HTC Landlord, for itself and for each and every succeeding owner of HTC Landlord’s interest in the Property, agrees that, prior to termination of the Recapture Period, upon any Event of Default hereunder, HTC Landlord’s rights and remedies on account of such Event of Default shall be limited (regardless of whether such rights and remedies arise under the terms of this HTC Lease, at law or in equity , HTC Landlord hereby expressly and absolutely waiving such rights and remedies for said period) such that in no event whatsoever shall HTC Landlord have any right or remedy (i) to terminate this HTC Lease or HTC Tenant’s right to possession of the Property hereunder; or (ii) to accelerate Base Rent hereunder.

LEASEHOLD MORTGAGES
Section 10.1 Leasehold Mortgages.

HTC Tenant shall not enter into any Leasehold Mortgage without the Consent of HTC Landlord and the Investor Member. The documentation evidencing any such Leasehold Mortgage shall be in a form and substance reasonably acceptable to HTC Landlord and Investor Member.

ARTICLE XI.

ESTOPPEL CERTIFICATE
From time to time upon not less than twenty (20) calendar days’ prior request, each of HTC Tenant and HTC Landlord agree to deliver to the other requesting party, or to the holder of any Mortgage, a statement in writing signed by HTC Landlord certifying (a) that this HTC Lease is unmodified and in full force and effect (or if there have been modifications, that this HTC Lease as modified is in full force and effect and identifying the modification s); (b) the date upon which HTC Tenant began paying Rent and the dates to which the Rent and any other HTC Lease Payment have been paid; (c) that the requesting party is not in default under any provision of this HTC Lease, or, if in default, the nature th ereof in detail; (d) that (if applicable) the Project has been completed in accordance with the terms hereof and HTC Tenant is in occupancy and paying Rent 1M - Page 97

63 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease on a current basis with no Rent offsets or claims; (e) that there has been no prepayment of Rent other than that provided for in this HTC Lease; (f) that there are no actions, whether voluntary or otherwise, pending against HTC Tenant or HTC Landlord, as applicable, under the bankruptcy laws of the United States or any state thereof; and (g) such other m atters as may be reasonably requested by the other party.

ARTICLE XII.

MISCELLANEOUS
Section 12.1 Construction.

HTC Landlord and HTC Tenant agree that all the provisions hereof are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate section thereof.

Section 12.2 Performance Under Protest.

In the event of a dispute or difference between HTC Landlord and HTC Tenant as to any obligation which either may assert the other is obligated to perform or do, then the par ty against whom such obligation is asserted shall have the right and privilege to carry out and perform the obligation so asserted against it without being considered a volunteer or deemed to have admitted the correctness of the claim, and shall have the r ight to bring an appropriate action at law, equity or otherwise against the other for the recovery of any sums expended in the performance thereof and in any such action, the successful party shall be entitled to recover in addition to all other recoveries such reasonable attorneys’ fees as may be awarded by the court.

Section 12.3 No Waiver.

Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said part y of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this HTC Lease shall be deemed a waiver of a breach of any other provision of this HTC Lease or a Consent to any subsequent breach of the same or any other provision. If any action by either party shall require the Consent or approval of the other party, the other party’s Consent to or approval of such action on any one occasion shall not be deemed a Consent to or approval of said action on any subsequent occasion or a Consent to or approval of any other action on any subsequent occasion. In addition, HTC Landlord acknowledges that pursuant to HTC Tenant Operating Agreement, HTC Tenant must obtain the Consent of Investor Member prior to responding to certain requests for the Consent of HTC Tenant or approval hereunder. Except as expressly limited by the terms of this HTC Lease, any and all rights and remedies which either party may have under this HTC Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other; and no one of them whether exercised by said party or not, shall be deemed to be in exclusion of any other; and two or more or all of such rights and remedies may be exercised at the same time. 1M - Page 98

64 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Section 12.4 Headings.

The headings used for the various articles and sections of this HTC Lease are used only as a matter of convenience for reference, and are not to be construed as part of this HTC Lease or to be used in determining the intent of the parties of this HTC Lease.

Section 12.5 Partial Invalidity.

If any term, covenant, provision or condition of this HTC Lease or the application thereof to any person or circumstance shall be declared inva lid or unenforceable by the final ruling of a court of competent jurisdiction having final review, the remaining terms, covenants, provisions and conditions of this HTC Lease and their application to persons or circumstances shall not be affected thereby a nd shall continue to be enforced and recognized as valid agreements of the parties, and in the place of such invalid or unenforceable provision there shall be substituted a like, but valid and enforceable, provision mutually agreeable to HTC Landlord and HTC Tenant which comports to the findings of the aforesaid court and most nearly accomplishes the original intention of the parties.

Section 12.6 Bind and Inure.

Unless the context requires otherwise, the words “HTC Landlord” and “HTC Tenant” shall be construed to mean the original parties, their respective permitted successors and assigns and those claiming through or under them respectively. Subject to the provisions of Section 6.2, the agreements and conditions in this HTC Lease contained on the part of HTC Tenant to be performed and observed shall be binding upon HTC Tenant and its permitted successors and assigns and shall inure to the benefit of HTC Landlord and its permitted successors and assigns, and the agreements and conditions in this HTC Lease contained on the part of HTC Landlord to be performed and observed shall be binding upon HTC Landlord and its permitted successors and assigns and shall inure to the benefit of HTC Tenant and its successors and assigns. No holder of a Leasehold Mortgage shall be deemed to be the holder of said Leasehold Interest until such holder shall have acquired indefeasible title to said Leasehold Interest.

Section 12.7 Time of Essence.

Time is of the essence of this HTC Lease and of all provisions hereof.

Section 12.8 Recordable Form of HTC Lease.

Simultaneously with the delivery of this HTC Lease the parties have delivered a memorandum or short form of this HTC Lease, which HTC Tenant shall record in the public office in which required to put third parties on notice. If this HTC Lease is terminated before the Term expires, the parties shall execute, deliver and record an instrument acknowledging such fact and the date of termination of this HTC Lease.

Section 12.9 Notices.

Any and all notices, consents, approvals and other communications req uired or permitted under this HTC Lease shall be deemed adequately given only if in writing delivered either (i) in 1M - Page 99

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease hand, by mail or by expedited commercial carrier which provides evidence of delivery or refusal, addressed to the recipient, postage prepaid and certified or registered with return receipt requested, if by mail, or with all freight charges prepaid, if by commercial carrier or (ii) via electronic mail but solely if (x) the sender of the notice includes a disclaimer at the top of the electronic mail notice stating in bolded font “Any response to this e-mail will constitute an acknowledgement of receipt of this message,” (y) the notice party receiving the written notice has provided an e -mail address in this Section 12.9, and (z) such notice party responds to such notice via electronic mail in any manner other than an automated response, provided, that (1) such acknowledgement will not, alone, constitute any consent or other affirmation with respect to the content of the electronic mail notice, and (2) if the notice party receiving an electronic mail notice has included more than one recipient or copy recipient, then an acknowledgement from one such recipient shall be considered acceptance of the written notice without regard to any other recipients.

All notices and other communications shall be deemed to have been given for all purposes of this HTC Lease upon the date of receipt or refusal, or if sent via electronic mail, the date of the acknowledgement described in this Section 12.9.

Any notice required by the provisions of this HTC Lease to be given to HTC Landlord shall be addressed as follows:

Palm Springs Plaza Theatre Landlord, LLC
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer
Email: [___________]

with a copy to:

Best Best & Kreiger LLP
3390 University Ave, 5th Floor
Riverside, CA 92501
Attention: John Rottschaefer
Email: [email protected]

Any notice required by the provisions of this HTC Lease to be given to HTC Tenant shall be addressed as follows:

Palm Springs Plaza Theatre Master Tenant, LLC
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer
Email: [___________]

with a copy to:
1M - Page 100

66 Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Best Best & Kreiger LLP
3390 University Ave, 5th Floor
Riverside, CA 92501
Attention: John Rottschaefer
Email: [email protected]

And:

Stetson Investments Fund LLC
c/o National Trust Community Investment Corporation
1155 15th Street NW, Suite 300
Washington, DC 20005
Attention: Bret Mosher
Email: [email protected]

With copy to:

Riemer & Braunstein LLP
100 Cambridge Street, 22nd Floor
Boston, MA 02114

Attention: Jeffrey D. Gaulin, Esq.

Email: [email protected]

Section 12.10 Entire Agreement.

This instrument contains all the agreements made between the parties hereto and may not be modified in any other manner than by an instrument in writing executed by the parties or their respective successors in interest and to which each holder of a Mortgage, if applicable, has Consented, if such Consent is required pursuant to the terms of the applicable Mortgage. Where terms have definitions or other meanings herein are stated to be contained in the HTC Tenant Operating Agreement, such definitions and meanings shall be deemed to be those contained in the HTC Tenant Operating Agreement in effect on the Effective Date, unless HTC Landlord specifically consents to a later amendment to such definition or meaning.

Section 12.11 Governing Law.

This HTC Lease, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of California.

Section 12.12 Relationship of Parties.

No relationship exists between HTC Landlord and HTC Tenant other than that of landlord and tenant under the terms of this HTC Lease. The parties hereto expressly declare that, in connection with the activities and operations contemplated by this HTC Lease, they are neither partners nor joint venturers, nor does a debtor -creditor, principal-agent or any other relationship except as aforesaid, exist between them.
1M - Page 101

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Section 12.13 Legal Fees.

All legal fees incurred by the HTC Landlord, the HTC Tenant and/or Investor Member , including, without limitation, those in the preparation and/or amendment of this HTC Lease and all other Operating Documents and legal fees incurred by the HTC Tenant and/or Investor Member with respect to any consent requested of the HTC Tenant and/or Investor Member, shall be paid or caused to be paid by the HTC Landlord without reimbursement.

Section 12.14 Waiver of Jury Trial.

HTC Landlord and HTC Tenant waive trial by jury in any action or proceeding brought by either of the parties hereto against the other or on any counterclaim in respect thereof on any matters whatsoever arising out of, or in any way connected with, this HTC Lease, the relationship of HTC Landlord and HTC Tenant, HTC Tenant’s use or occupancy of the Property and/or any claim of injury or damage under this HTC Lease.

Section 12.15 Holding Over.

Should HTC Tenant hold over in possession of the Property after the expiration of this HTC Lease, HTC Tenant shall be deemed to be occupying the Property from month to month, subject to such occupancy’s being terminated by either party upon at least thirty (30) days’ written notice, as though this HTC Lease had continued. Such occupancy shall be subject to all of the terms, covenants, and conditions of this HTC Lease insofar as the same may be applicable to a month-to-month tenancy except that the Base Rent shall be calculated at two -hundred percent (200%) of the Base Rent and Additional Rent in effect at the expiration of this HTC Lease. In addition, HTC Tenant shall pay as Additional Rent to HTC Landlord for all damages sustained by reason of HTC Tenant’s retention of possession. Nothing in this Se ction 12.15 excludes HTC Landlord’s rights of re-entry or any other right hereunder.

Section 12.16 Counterparts.

This HTC Lease may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall tog ether constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this HTC Lease by telecopier, facsimile machine, portable document format (“PDF”), Electronic Signature (as defined below) or other electronic means sh all be as effective as delivery of a manually executed counterpart of this HTC Lease. The effectiveness of any such documents and signatures shall, subject to Applicable Laws, have the same force and effect as manually signed originals and shall be binding on the parties. No party may raise the use of a telecopier, facsimile machine, PDF or other electronic means, or the fact that any signature was transmitted through the use of a telecopier, facsimile machine, PDF or other electronic means, as a defense to the enforcement of this HTC Lease. “Electronic Signature” means any symbol or process attached to a document or instrument and executed or adopted by a person with the intent to sign the document or instrument, including, without limitation, any digital representation of a party’s signature created by scanning such party’s signature or by any electronic signature service such as DocuSign. 1M - Page 102

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#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Section 12.17 No Merger.

There shall be no merger of this HTC Lease or of the leasehold estate hereby created with the fee estate in the Property or any part thereof by reason of the fact that the same person, firm, corporation, or other legal entity may acquire or hold, directly or indirectly, this HTC Lease or the leasehold estate and the fee estate in the Property or any interest in such fee estate.

Section 12.18 Third-Party Rights.

Notwithstanding anything to the contrary set forth elsewhere in this HTC Lease, HTC Landlord and HTC Tenant hereby acknowledge and agree that Investor Member shall be deemed to be a third -party beneficiary of the provisions of this HTC Lease which specifically grant to Investor Member rights and/or benefits, including, without limitation, those provisions which entitle Investor Member to receive notice and exercise the right to cure. In connection therewith, Investor Member may seek any and all remedies available to Investor Member in order to enforce such provisions.

Section 12.19 Reporting.
(a) HTC Landlord shall, at HTC Landl ord’s expense, cause to be prepared and delivered to HTC Tenant and Investor Member all such reasonable reports requested by Investor Member as shall be necessary for Investor Member to comply with its Historic Tax Credit requirements in connection with HTC Tenant and all reports and information contained in Exhibit F of the HTC Tenant Operating Agreement.
(b) Each party hereby agrees and acknowledges that Investor Member may share with any of its Affiliates any information provided to Investor Member relating to HTC Tenant, the Project, Managing Member, HTC Landlord Managing Member, HTC Landlord, or a Guarantor (or any Affiliates thereof), but only to the extent commercially reasonable and necessary with respect to its investment in HTC Tenant. Investor Member is also authorized to disclose the terms and nature of its investment in HTC Tenant to Investor Member’s auditors, attorneys, accountants and regulators, but only to the extent commercially reasonable and necessary, and as otherwise required by Applicable Laws.

[Remainder of Page Intentionally Left Blank]
[Signatures contained on following pages]
1M - Page 103

Signature Page
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease IN WITNESS WHEREOF, the parties have hereunto set their signatures to this HTC Lease as of the date hereof.

HTC LANDLORD:

PALM SPRINGS PLAZA THEATRE
LANDLORD, LLC, a California limited liability
company

By: Palm Springs Plaza Theatre Managing
Member, LLC, a California limited liability
company, its managing member

By: ______________________
Name: ____________________
Title: _____________________

1M - Page 104

Signature Page
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease

COUNTERPART SIGNATURE PAGE

HTC LEASE

HTC TENANT:

PALM SPRINGS PLAZA THEATRE MASTER
TENANT, LLC, a California limited liability
company

By: Palm Springs Plaza Theatre Managing
Member, LLC, a California limited liability
company, its managing member

By: ______________________
Name: ____________________
Title: _____________________

1M - Page 105

Schedule A
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Schedule A

Base Rent

[**Base Rent for the first and final Lease Year shall be determined based on the rent commencement date agreed to by HTC Landlord and HTC Tenant in the Rent Commencement Notice as set forth in Section 3.1 hereof.]
1M - Page 106

Schedule B
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Schedule B

Projections

[See Attached]

1M - Page 107

Schedule C
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Schedule C

Form of SNDA

[See Attached]

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Exhibit A

Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease

Exhibit A

Legal Description

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Exhibit B
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Exhibit B

Form of Pass-Through Election

PASS-THROUGH ELECTION

This Pass-Through Election is made by PALM SPRINGS PLAZA THEATRE LANDLORD, LLC, a California limited liability company (the “HTC Landlord”), and by PALM SPRINGS PLAZA THEATRE MASTER TENAN T, LLC, a California limited liability company (the “HTC Tenant”), with respect to that certain historic building (the “Building”) located at 128 S. Palm Canyon Dr., Palm Springs, California 92262, in accordance with the provisions of Treas. Reg. Section 1.48-4(f):

(i) HTC LANDLORD:

NAME: Palm Springs Plaza Theatre Landlord, LLC
ADDRESS: 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743

TAXPAYER #: [________]

HTC TENANT:

NAME: Palm Springs Plaza Theatre Master Tenant, LLC
ADDRESS: 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743

TAXPAYER #: [________]

(ii) DISTRICT DIRECTOR’S OFFICE WHERE HTC LANDLORD’S TAX RETURNS ARE FILED:
[_____________________]
DISTRICT DIRECTOR’S OFFICE WHERE
HTC TENANT’S TAX RETURNS ARE FILED: [______________________]

(iii) PROPERTY WITH RESPECT TO WHICH ELECTION IS MADE:

The building located at 128 S. Palm Canyon Dr., Palm Springs, California 92262.

(iv) DATE ON WHICH POSSESSION OF THE PROPERTY WAS TRANSFERRED TO HTC TENANT: [______], [20__]
(v) ESTIMATED USEFUL LIFE OF THE PROPERTY IN THE HANDS OF THE HTC LANDLORD: [___]
(vi) AMOUNT FOR WHICH HTC TENANT IS TREATED AS HAVING ACQUIRED THE PROPERTY UNDER PARAGRAPH (c)(2) or (c)(3) OF TREASURY REGULATIONS SECTION 1.48-4:
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Exhibit B
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease The Property is not short-term lease property under paragraph (c)(2), and the HTC Tenant is treated as having acquired the Property for its fair market value on the date possession was transferred to the HTC Tenant which pursuant to Treasury Regulation 1.48-12(f) is equal to the HTC Landlord’s basis attributable to QREs which is [$_____].

(vii) INFORMATION TO BE PROVIDED IF THE HTC LANDLORD IS ITSELF A HTC TENANT:

N/A
This election is hereby made by HTC Landlord and filed with HTC Tenant on [______], 20[__].

HTC LANDLORD:

PALM SPRINGS PLAZA THEATRE LANDLORD, LLC,
a California limited liability company

By: Palm Springs Plaza Theatre Managing Member,
LLC, a California limited liability company, its
managing member

By: ______________________________
Name:

Title:

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Exhibit B
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Consent to the foregoing information is hereby given by HTC Tenant on [______ __, 20__].

HTC TENANT:

PALM SPRINGS PLAZA THEATRE MASTER
TENANT, LLC, a California limited liability company

By: Palm Springs Plaza Theatre Managing Member,
LLC, a California limited liability company, its
managing member

By: ______________________________
Name:

Title:

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Exhibit C
Palm Springs Plaza - HTC Lease
#4372241v5<IMAN1> - NTCIC - Palm Springs Plaza - HTC Lease Exhibit C

467 Rent Schedule
4372241.5
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ATTACHMENT E

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1 60205720.3

SUB-SUBLEASE
THIS SUB-SUBLEASE (the “Sub-Sublease”) is made as of this ___ day of _______, 2025 (the “Effective Date”) by and between Palm Springs Plaza Theatre Master Tenant, LLC, a California limited liability company (“Sub-Sublandlord”), and Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corporation (“Sub-Subtenant”, together with Sub-Sublandlord, each a “Party” and collectively the “Parties”), with reference to the following recitals of fact.

RECITALS:

A. The City of Palm Springs, a California charter city and municipal corporation (the “City”) owns that certain building commonly known as the “Palm Springs Plaza Theatre” located at 128 South Palm Canyon Drive, Palm Springs, California (“Plaza Theatre”), together with the land on which the Plaza Theatre is located and legally described on Exhibit A attached hereto (“Land” and together with the Plaza Theatre, the “Property”); B. WHEREAS, prior to the date of this Sub-Sublease, the City and Sub-Subtenant entered into that certain Memorandum of Understanding (“MOU”), dated November 8, 2022 pursuant to which the City and Sub-Subtenant agreed, among other things, to certain responsibilities relating to fundraising for the rehabilitation of the Plaza Theatre; C. WHEREAS, prior to the date of this Sub-Sublease, the City and Sub-Subtenant entered into that certain Agreement for Management, Operation and Entertainment Production Services for the Historic Plaza Theatre, dated July 24, 2023 (the “Operation Agreement”), pursuant to which the City and Sub-Subtenant agreed, among other things, to certain responsibilities regarding the management, operation and entertainment production services for the Property;
D. WHEREAS, prior to the date of this Sub-Sublease, Sub-Subtenant and Global Spectrum, L.P., a Delaware limited partnership d/b/a OVG360 (“OVG”), entered into that certain Pre-Opening Services and Management Agreement, dated February 1, 2023 (the “Management Agreement”), pursuant to which OVG agreed to render certain pre-opening, operation and management services to Sub-Subtenant in relation to the Property; E. WHEREAS, following execution of the MOU, the Operation Agreement and the Management Agreement, the City determined it to be in the best interest of the Property and the rehabilitation of the Plaza Theatre to enter into that certain Ground Lease with Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company (“Sublandlord”), dated ______________, 2025, (“City Lease”) pursuant to which the City, as ground lessor, ground leased the Property to Sublandlord, as ground lessee;
F. WHEREAS, Sublandlord intends to rehabilitate the Plaza Theatre in a manner that manner that will qualify for Historic Tax Credits (as defined in the HTC Lease) and Sublandlord intends to elect to pass the Historic Tax Credits relating to the Plaza Theatre through to Sub-Sublandlord, in accordance with the HTC Lease and pursuant to Section 50(d) of the Internal Revenue Code of 1986, as amended (the “Code”); G. WHEREAS, Sublandlord and Sub-Sublandlord have concurrently entertain into that certain HTC Lease Agreement dated ____________, 2025 (“HTC Lease”) for the sublease of the Property;
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H. WHEREAS, Sub-Sublandlord and Sub-Subtenant desire to enter into this Sub- Sublease to provide for Sub-Subtenant’s subleasing of the Property on terms and conditions similar in certain respects to the MOU and Operation Agreement but also satisfying the requirements of the Historic Tax Credit financing described in the HTC Lease; I. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT:

1. Term. Sub-Sublandlord does hereby sublease to Sub-Subtenant the Property, upon the terms and conditions herein stated, for a term (the “Term”) commencing on the Effective Date, and, subject to the terms of this Sub-Sublease, ending on [December 31, 2035] (“Sub-Sublease Expiration Date”). The parties agree that there are no express or implied extension or renewal rights in favor of the Sub-Subtenant, and Sub-Sublandlord has no obligation to renew or extend the Term of this Lease beyond the Sub-Sublease Expiration Date.

2. Use.
(a) Sub-Subtenant shall use the Property as a theater for presentation of entertainment productions, including concerts, chamber orchestra performances, film festivals, community meetings, addresses, conventions, cabaret performances, booked acts, lectures, music festivals, ideal festivals, charity and fundraising events and other events (collectively “Entertainment Presentations”). Sub-subtenant shall arrange for continuous security for the Plaza Theatre and all property thereon. Sub-subtenant shall provide supervision, coordination and technical support for other users of the Plaza Theatre, and shall establish, collect, deposit and account for payments made by third party users of the Plaza Theatre. (b) The Sub-Subtenant will limit “community theater” or amateur productions to twenty-one (21) days per year, which productions may (but need not necessarily be) a “City Use” as defined in Section 2(f) below. During each calendar year this Sub-Sublease is in effect, the Sub-Subtenant shall produce and present, or cause to be produced and presented a combined total of not fewer than fifty-two (52) performance days of Entertainment Presentations. Absent an intervening cause, as set forth in Section 2(j), the period during which no performances of Entertainment Presentations are presented shall not exceed forty-five (45) days. The Sub-Subtenant shall encourage and assist other artists and groups to use the Plaza Theatre to produce and present Entertainment Presentations. (c) Production assistance services provided to other users shall include:
operation of the box office and ticket sales; marketing and promotional consultation; and such other services and assistance as may be required to ensure quality presentation and appropriate use of the Plaza Theatre as set forth in this Sub-Sublease. The Sub-Subtenant may charge such other users Co-Production Fees for these services. The Sub-Subtenant shall undertake to market the Plaza Theatre for Entertainment Presentations. The Sub-Subtenant shall have the authority to charge users fees for rental and use of the Plaza Theatre, including equipment in the Plaza Theatre, as well as for Production Assistance Services. Sub-Subtenant shall retain such rental and co-production fees for its own use. Sub-Subtenant shall have the authority to fix the prices to be charged for tickets to its Entertainment Presentations and the 1M - Page 116
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prices for concession items, including food, beverages and novelties. Sub-Subtenant shall retain all revenue generated pursuant to this section.
(d) Sub-sublandlord acknowledges that Sub-subtenant may provide the Plaza Theatre to the City (or its designee) for City’s (or its designee’s) uses as follows: (a) City governmental purposes (such as meetings of the City Council, boards/commissions, staff, or personnel testing, town hall meeting or other governmental purpose), (b) City-authorized meetings or events held by other public agencies (such as the Palm Springs Unified School District, Desert Water Agency, or the College of the Desert), (c) meetings or events held by non- profits and which are sponsored by the Sub-Sublandlord or City (such as the State of the City) (collectively ''City Uses").
(e) Any City Uses shall be subject at all times to availability due to prior confirmed event scheduling for the Plaza Theatre, may be rent-free, and shall be limited to eighteen (18) event days per year, with this number being subject to reasonable modification by Sub-Subtenant from time to time. City (or its designee) shall reimburse Sub-Subtenant for any actual and reasonable costs/expenses incurred for labor, equipment, food and beverage, audio- visual or other customary expenses associated with the City Use of the Plaza Theatre. Such reimbursement shall be at a reimbursement level that is no higher than the level charged by Sub-Subtenant to non-profit entities for Plaza Theatre use. (f) The Palm Springs International Film Society (the “Society”) shall be entitled to use the Plaza Theatre during the period of the annual Film Festival during the first two weeks of each January. Nothing in this Sub-Sublease shall prevent Sub-Subtenant from charging the Society a rental/usage fee, provided that such rental/usage fee is the lowest category of rental/usage fees charged to any other user. The Society's use pursuant to this Section 2(f) may or may not count toward the "City Uses" in Section 2(d) above, nor shall the Society's use pursuant to this Section 2(f) qualify as a "community theater" or amateur production for purposes of Section 2(b) above.
(g) Sub-Sublandlord and Sub-Subtenant acknowledge Sub-Subtenant’s civic responsibility to ensure community access to, and effective efficient utilization of the Plaza Theatre. Sub-subtenant agrees to furnish a copy of any annual schedule of entertainment presentations (the “Annual Schedule”) it delivers to the City under the Operation Agreement for review purposes, only. The Parties recognize that the schedule is subject to change during the course of the period covered by the schedule provided. A copy of any modifications or substitutions to the Annual Schedule delivered to the City shall be promptly submitted to Sub- Sublandlord for review only.
(h) Sub-Sublandlord acknowledges and approves of the MOU and Management Agreement as of the date hereof.
(i) Sub-sublandlord shall furnish a copy to Sub-sublandlord (for review only) of any annual plan for the marketing of the Plaza Theatre ("Annual Marketing Plan") delivered to the City under the Operation Agreement. Sub-subtenant shall deliver a copy to Sub- sublandlord (for review only) of any monthly schedule listing each of the current confirmed production bookings for that month.
(j) Sub-Subtenant shall submit to Sub-Sublandlord, for review only, any proposed schedules for facility maintenance of the Plaza Theatre it delivers to the City under the Operation Agreement.
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(k) The obligation of any party to perform any acts hereunder, other than the obligation to pay sums of money, including, without limitation, Rent, shall be suspended during the period such performance is prevented by acts of God; war; riot; invasion; fire; accident; strike or walkout; government interference, regulation, appropriation, or rationing; or, by inability to secure goods or provide services because of the foregoing conditions. The obligation(s) shall resume upon cessation of the aforementioned conditions. (l) As between Sub-sublandlord and Sub-subtenant, Sub-subtenant shall have the right to modify or eliminate City Uses, “community theater”, amateur production use and/or use of the Plaza Theatre by the Society, in each case, in any respect, provided Sub- sublandlord shall continue to use the Property for Entertainment Presentations.

3. Base Rent. Sub-Subtenant does hereby agree, without notice, deduction or offset, to pay base rent, in lawful money of the United States and to the office designated by Sub-Sublandlord, to Sub-Sublandlord for the Property for each year in the Term, commencing on the date a certificate of occupancy is obtained for the Property, as set forth in Schedule 1 (“Base Rent”), payable in equal monthly installments on the first day of each month during the Term. Said payment shall be paid in lawful money of the United States and shall be delivered to the address provided in Section 12 such other address designated by written notice

4. Supplemental Rent. In addition to Base Rent, Sub-Subtenant agrees to pay to Sub-Sublandlord, in addition to Base Rent, supplemental rent (“Supplemental Rent”), which shall mean an amount equal to three quarters of one percent (0.75%) of Sub-Subtenant’s gross revenue related to operation of the Plaza Theatre during the Term, calculated and paid on a monthly basis based on actual gross revenue related to operation of the Plaza Theatre received during the applicable period.

5. Additional Rent. Sub-Sublandlord and Sub-Subtenant acknowledge and agree that, this Sub-Sublease constitutes a “triple net” lease. Sub-Subtenant does hereby agree to pay to Sub-Sublandlord Additional Rent. For the purposes of this Sub-Sublease, the term “Additional Rent” shall mean all impositions, property taxes, assessments, utilities (including water, gas, sewer, electricity, telephone, internet and waste management) charges, and costs of maintenance and repair related to Sub-Subtenant’s subleasing, use and occupancy of the Project. For purposes of this Sub-Sublease, “Base Rent” and “Additional Rent” (including Supplemental Rent) shall be collectively referred to herein as “Rent.”

6. HTC Lease & Historic Tax Credits.
(a) This Sub-Sublease and all rights and interests of the Sub-Subtenant under this Sub-Sublease are and shall at all times be expressly subordinate and subject to all of the terms and provisions of the City Lease and HTC Lease. In no event shall Sub-Subtenant have any rights to the Property greater than those granted to the Sub-Sublandlord pursuant to the HTC Lease. For the avoidance of doubt, this Sub-sublease is not intended to be a complete pass through of all obligations of Sub-Sublandlord under the HTC Lease and Sub-Subtenant’s obligations shall be limited to those set forth in this Sublease, except where the HTC Lease is expressly referenced.
(b) The Plaza Theatre is or will be listed on the National Register of Historic Places and is being rehabilitated in such a manner that will qualify for Historic Tax Credits. For a period of 5 years from the Commencement Date, Sub-Subtenant shall not (i) enter into a “disqualified lease” with respect to any portion of the Property, as such term is defined in 1M - Page 118
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Section 168(h) of the Code, or (ii) lease the Property for residential use, or (iii) allow the use of the Property to constitute “tax-exempt use property” as defined in Section 168(h) of the Code.

7. Acceptance of Property. Sub-Subtenant hereby accepts the Property in its "as- is", "where-is" condition without any representations or warranties whatsoever.

8. Sub-Subtenant’s Obligations.
(a) Accounting Records. Sub-Subtenant shall, during the term of this Sub- Sublease and for a period of three (3) years after its termination, maintain complete and accurate accounting records and systems, utilizing the standard classification of accounts and Governmental Accounting Standards, and supporting documentation for all revenue generated and operating expenses incurred pursuant to this Sub-Sublease. (b) Annual Audit Report . Sub-Subtenant shall submit to Sub-Sublandlord a copy of any audited financial statement (for informational purposes only) submitted to the City under the Operation Agreement.
(c) Sub-Subtenant shall keep the Plaza Theatre premises free from any liens arising out of any services performed, material furnished, or obligation incurred by Sub- Sublandlord or alleged to have been incurred by Sub-Sublandlord.

9. Quiet Enjoyment. So long as Sub-Subtenant pays all of the Rent due hereunder and performs all of Sub-Subtenant’s other obligations hereunder, Sub-Sublandlord shall do nothing to affect Sub-Subtenant’s right to peaceably and quietly have, hold and enjoy the Property.

10. Signage & Alterations to the Property.
(a) The Foundation will have the right to erect and/or install signage and/or monuments on the Property and the Theatre, at its sole cost and expense, subject to compliance with Section 10(b) below.
(b) The Sub-Subtenant shall have the right to make alterations and installations at its own expense from time to time during the Sub-Sublease term or any renewal thereof provided that it has the prior written consent of the Sub-Sublandlord and provided such alterations and installations do not physically alter the Property in a manner which would cause the Property to be de-listed from the National Register of Historic Places.

11. Naming Rights & Donation Solicitation. The Sub-subtenant shall have the right to issue naming rights for the Property, including the Plaza Theatre (or portions thereof) (“Naming Rights Opportunities”). Such Naming Rights Opportunities shall include, but not be limited to, the Plaza Theatre itself, the lobby, the seats, stage, and entry patio. The Sub-subtenant shall also have the right to solicit and receive general donations, including from the public, for the Property (“Specific Donations”) and to receive donations or other payments in consideration for Naming Rights Opportunities. Without limiting Sub-subtenant’s obligation to pay Rent or other amounts payable hereunder, Subsublandlord shall have no rights to such funds paid in consideration for Naming Rights Opportunities. The Sub-subtenant shall be solely responsible for the cost (including of signage, plaques, name plates, changes in lights, etc.) in connection with issuing Naming Rights Opportunities.
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12. Insurance.
(a) Sub-Subtenant shall, at its sole cost and expense, maintain, at a minimum, the following types of insurance: [INSERT INSURANCE PROVISIONS FROM OPERATION AGREEMENT, AS MODIFIED BY HTC REQUIREMENTS]
(i) [Property insurance description, including approved deductibles] (ii) [General liability / Umbrella liability insurance description, including approved deductibles]
(iii) [Rental interruption insurance description, including approved deductibles]
(iv) [Worker’s compensation insurance description, including approved deductible]
The aforementioned insurance shall apply against claims which may arise from Sub- Subtenant’s use and occupancy under this Sub-Sublease, including Sub-Subtenant’s agents, representatives, or employees. In the event the Sub-Sublandlord determines that Sub- Subtenant’s use and occupancy of this Property creates an increased or decreased risk of loss to Sub-Sublandlord, Sublandlord and/or the City, Sub-Subtenant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Sub-Sublandlord. Sub-Subtenant shall immediately substitute any insurer whose A.M. Best rating drops below A-VII, unless waived by Sub-Sublandlord. If any insurance is written on a claims-made basis, such insurance shall be maintained for a minimum of three (3) years subsequent to the expiration of this Sub-Sublease, or a three (3) year extended reporting period endorsement shall be purchased. Notwithstanding the foregoing Sub-Subtenant shall not be required to carry earthquake insurance for the Property. (b) Sub-Subtenant shall cause OVG to maintain the insurance required by self-insure or procure and maintain the insurance required pursuant to Schedule 7.13 of the Management Agreement.
(c) The policies required under Section 12(a) shall name Sub-Sublandlord as additional insured (except for any worker’s compensation insurance), as appropriate, and Sub- Subtenant shall provide to Sub-Sublandlord certificates of insurance and additional insured endorsements obtained by Sub-Subtenant hereunder promptly upon the request of Sub- Sublandlord.
(d) [For any claims related to this Sub-Sublease, except for [Crime and Workers' Compensation/Employer's Liability], Sub-Subtenant’s coverage shall be primary insurance, and any self-insurance or other insurance maintained by Sub-Sublandlord, Landlord or City shall be in excess of Sub-Subtenant’s insurance and shall not be required to contribute with it].
(e) [Commercial General Liability insurance coverage and limits provided by Sub-Subtenant and available or applicable to this Sub-Sublease are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies.]
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(f) [Sub-Subtenant agrees to require its commercial auto liability, commercial general liability and workers' compensation insurers to provide a notice of cancellation to the Sub-Sublandlord. Regarding all other insurance policies, Sub-Subtenant agrees to provide the Sub-Sublandlord with thirty (30) days' notice of cancellation, except for ten (10) days' notice of cancellation for non-payment of premium.]
(g) [Sub-Subtenant agrees to endeavor to ensure, if commercially reasonable, that subcontractors, and any other parties involved with alterations or repair work undertaken by Sub-Subtenant under this Sub-Sublease, provide the same minimum insurance coverage required of Sub-Subtenant. Sub-Subtenant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section 12(g). Sub-Subtenant agrees that upon request, all agreements with subcontractors and others engaged in the performance of services related to alterations or repair work undertaken by Sub-Subtenant under this Sub-Sublease will be submitted to the Sub-Sublandlord for review.]
(h) If Sub-Subtenant at any time during the Term fails to procure or maintain insurance required hereunder or to pay the premiums therefor, Sub-Sublandlord shall have the right to procure the same and to pay any and all premiums thereon, and any amounts paid by Sub-Sublandlord in connection with the acquisition of insurance shall be immediately due and payable as additional rent, and Sub-Subtenant shall pay to Sub-Sublandlord upon demand the full amount so paid and expended by Sub-Sublandlord. Any policies of insurance obtained by Sub-Sublandlord covering physical damage to the Property shall contain a waiver of subrogation in favor of Sub-Subtenant if and to the extent such waiver is obtainable and if Sub- Subtenant pays to Sub-Sublandlord on demand the additional costs, if any, incurred in obtaining such waiver.
(i) The Sub-Subtenant acknowledges and agrees that any actual or alleged failure on the part of Sub-Sublandlord to inform Sub-Subtenant of noncompliance with any insurance requirement in no way imposes any additional obligations on Sub-Sublandlord nor does it waive any rights in this or any other regard.
(j) Sub-Subtenant shall provide proof that policies of insurance required in this Sub-Sublease, expiring during the Term of this Sub-Sublease, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Sub- Sublease applicable to the renewing or new coverage shall be provided to Sub-Sublandlord prior to the policy expiration and/or renewal date.
(k) Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. (l) Sub-Subtenant agrees to provide immediate notice to Sub-Sublandlord of any claim or loss against Sub-Subtenant arising out of the Services and related work performed under this Sub-Sublease and for any other claim or loss that may reduce the insurance available to pay claims arising out of this Sub-Sublease. Sub-Sublandlord assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of 1M - Page 121
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any such claim or claims if they are likely to involve Sub-Sublandlord, or to reduce or di lute insurance available for payment of potential claims
(m) Sub-Subtenant shall furnish Sub-Sublandlord with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Sub-Sublease. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by Sub-Sublandlord before Management Services commence.

13. Indemnification.

Sub-Subtenant shall indemnify Sub-Sublandlord, its officers, directors, members, agents, employees and representatives for all claims, damages or losses and expenses, including attorneys’ fees, arising out of or resulting from Sub-Subtenant’s use and occupancy of the Property, except to the extent arising out of Sub-Sublandlord’s Use and related activities, or Sub-Sublandlord’s negligence or willful misconduct. Sub-Sublandlord shall indemnify Sub- Subtenant, its officers, directors, members, agents, employees and representatives for all claims, damages or losses and expenses, including attorneys’ fees, arising out of or resulting from Sub-Sublandlord’s Use and related activities, or Sub-Sublandlord’s negligence or willful misconduct.

14. Notices. All notices shall be given in writing by registered or certified mail, postage prepaid, or by Federal Express or similar courier to the parties as follows:

To Sub-Sublandlord:

Palm Springs Plaza Theatre Master Tenant, LLC
c/o Palm Springs Plaza Theatre Managing Member, LLC
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer
Email: [email protected]
With a copy to:

Best Best & Kieger LLP
3390 University Ave, 5th Floor
Riverside, CA 92501
Attention: John Rottschaefer
Email: [email protected]
To Sub-Subtenant:

Palm Springs Plaza Theatre Foundation
1775 E. Palm Canyon Dr,
Suite 110-1028
Palm Springs, CA 92264
Attention: Chief Executive Office
Email: [email protected]
With copies to:
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Bocarsly Emden Cowan Esmail & Arndt LLP
633 West Fifth Street, Suite 5880
Los Angeles, California 90071
Attention: Robert F. Cowan
Email: [email protected]
and
Stetson Investments Fund LLC
c/o National Trust Community Investment Corporation
1155 15th Street NW, Suite 300
Washington, DC 20005
Attention: Bret Mosher
Email: [email protected]
and
Riemer & Braunstein LLP
100 Cambridge Street, 22nd Floor
Boston, MA 02114
Attention: Jeffrey D. Gaulin, Esq.

Email: [email protected]
Notices shall be delivered by certified, registered mail, postage prepaid or by electronic mail or facsimile.

15. Defaults; Remedies.
(a) In the event either Party commits a breach of this Sub-Sublease, the non- breaching Party may terminate this Sub-Sublease by first giving written notice to the breaching Party specifying the default(s) and demanding cure of the default(s) thirty (30) calendar days (except for the non-payment of Rent for which the cure period shall not exceed ten (10) calendar days).
(b) Should the Sub-Subtenant, during the term of this Sub-Sublease, (i) make any assignment for the benefit of its creditors, (ii) voluntarily or involuntarily be declared bankrupt or file for protection under any chapter of the applicable federal bankruptcy laws, or (iii) have a receiver or liquidator appointed to administer the Sub-Subtenant’s affairs, such action by the Sub-Subtenant shall be a material breach of this Sub-Sublease for which the Sub- Sublandlord shall have the right to provide notice and immediately terminate this Sub-Sublease. (c) If the default(s) are not cured by the defaulting Party within the stated cure periods above, this Sub-Sublease may be terminated by the non-breaching Party with a written notice of termination stating an effective date of not less than thirty (30) days from the date of the notice. If the breaching Party cures the default(s) following notice of termination but prior to the effective date, the non-breaching Party may, in its sole and absolute discretion and in writing, waive the notice of termination in which event this Sub-sublease shall be reinstated. (d) On the effective date of termination of this Sub-Sublease, Sub-Subtenant shall provide to Sub-Sublandlord the following: (i) a list of any events scheduled in the Plaza Theatre following the effective date of termination and copies of all signed contracts for such 1M - Page 123
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events, (ii) an inventory and possession of all furniture, fixtures and equipment belonging to Sublandlord, and (iii) documentation acceptable to Sub-sublandlord that there are no outstanding and unpaid bills for utilities or other expenses payable by Sub-Subtenant under this Sub-Sublease.
(e) If Sub-Subtenant shall default in the performance of any of its obligations under this Sub-Sublease, in addition to the remedies described above, Sub-Sublandlord, without being under any obligation to do so and without thereby waiving such default may remedy such default for the account and at the expense of Sub-Subtenant. If Sub-Sublandlord makes any expenditures or incurs any obligation for the payment of money in connection therewith, such sums paid or obligations incurred shall be paid to it by Sub-Subtenant on demand. If Sub-Sublandlord shall default in the performance of any of its obligations under this Sub-Sublease, in addition to the remedies described above, Sub-Sublandlord, without being under any obligation to do so and without thereby waiving such default may remedy such default for the account and at the expense of Sub-Sublandlord. If Sub-Subtenant makes any expenditures or incurs any obligation for the payment of money in connection therewith, such sums paid or obligations incurred, shall be paid to it by Sub-Sublandlord on demand.

16. Termination of Sub-Sublease. If the term of the HTC Lease shall terminate prior to the Sub-Sublease Expiration Date, this Sub-Sublease shall automatically be terminated, and Sub-Sublandlord shall not be liable to Sub-Subtenant by reason thereof, unless said termination shall have been caused by the default of Sub-Sublandlord under the HTC Lease and said Sub- Sublandlord’s default was not as a result of a Sub-Subtenant’s default hereunder.

17. Remedies Cumulative. No remedy herein conferred upon or reserved to Sub- Sublandlord or to Sub-Subtenant is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder now or hereinafter existing at law or in equity or by statute.

18. Brokers. Each party represents that in connection with this Sub-Sublease it has not had dealings with any real estate broker, finder, or other person. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person, with whom the other party has or purportedly has dealt.

19. Miscellaneous. This Sub-Sublease shall not be modified, changed or altered in any respect except by a writing executed and delivered by the parties hereto. All covenants, agreements and conditions shall apply to and bind and inure to the benefit of the successors and/or assigns of Sub-Sublandlord and Sub-Subtenant. As used herein, the singular includes the plural and one gender includes the other gender. The paragraph headings of this Sub- Sublease are inserted only for reference and in no way define, limit, or describe the scope or intent of this Sub-Sublease nor affect its terms or provisions.

20. Attorneys' Fees. If either party brings an action to enforce the terms hereof or declare rights hereunder, the substantially prevailing party in any such action, on trial or appeal, shall be entitled to recover their reasonable attorneys' fees and expenses.

21. Interpretation. The language in all parts of this Sub-Sublease shall in all cases be construed as a whole according to its fair meaning and neither strictly for nor against Sub- Sublandlord or Sub-Subtenant. Each party acknowledges that it and its legal counsel have reviewed this Sub-Sublease. The parties agree that the terms and conditions of this Sub- 1M - Page 124
11 60205720.3
Sublease shall not be construed against any Party on the basis of such party’s drafting, in whole or in part, of such terms and conditions.

22. Severability. If any provision of this Sub-Sublease (other than those relating to payment of Rent) or the application thereof to any person or circumstances shall to any extent be held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Sub-Sublease, and to this end the provisions of this Sub-Sublease are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Sub-Sublease.

23. Governing Law. The validity, construction, and performance of this Sub- Sublease shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules.

24. Exhibits. All exhibits referred to herein are deemed to be incorporated in this Sub-Sublease in their entirety.

25. No Waiver Implied. No waiver of any default hereunder shall be implied from any omission by either party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. The acceptance by Sub-Sublandlord of Rent with knowledge of the breach of any of the covenants of this Sub- Sublease by Sub-Subtenant shall not be deemed a waiver of any such breach. One or more waivers of any breach of any covenant, term or condition of this Sub-Sublease shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by Sub-Sublandlord or Sub-Subtenant, as the case may be, to or of any act by the other party requiring consent or approval shall not be deemed to waive or render unnecessary Sub-Sublandlord’s or Sub-Subtenant’s consent or approval, as the case may be, to or of any subsequent similar acts by the other party.

26. Further Assurances. Upon execution, each party shall do and perform, or cause to be done and performed, all such further acts, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party reasonably may request in order to carry out the intent and accomplish the purposes of this Sub-Sublease and the consummation of the transactions contemplated hereby.

27. Counterparts. This Sub-Sublease may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart.

Execution of this Sub-Sublease at different times and places by the parties hereto shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Sub- Sublease.

28. Casualty or Taking. [Open pending finalization of the HTC Lease & Ground Lease]
(a) Termination of Sub-Sublease Following Casualty. In the event of damage or destruction to the Property or any part thereof, the HTC Lease shall either continue or terminate with respect to the Property pursuant to the terms thereof (including, without limitation, Article 7 thereof). If the HTC Lease terminates, this Sub-Sublease shall also terminate and, 1M - Page 125
12 60205720.3
subject to the provisions of the documents governing any loan to Sub-Sublandlord, Sub- Subtenant shall be entitled to [any insurance proceeds solely from insurance policies it purchased for its personal property or the Property (Sub-Sublandlord being entitled to all insurance proceeds it purchased relating to the Property)]. (b) Continuation of Sub-Sublease Following Casualty. In the event of damage or destruction to the Property or any part thereof, if the HTC Lease does not terminate, then the appropriate party under the City Lease or HTC Lease shall commence the necessary repair or restoration of the Property, including that portion of the Plaza Theatre, if any, suffering damage or destruction, as required under the terms of the City Lease and HTC Lease. Neither Sub-Subtenant, nor Sub-Sublandlord shall have any responsibility whatsoever for the repair or restoration of the Premises under this Sub-Sublease, and Sub-Subtenant’s obligation to pay Rent shall be abated during any period of damage or destruction to the Property rendering it unusable. Sub-Subtenant shall be required to repair or replace Sub-Subtenant’s property at Sub-Subtenant’s sole cost and expense to the extent required to operate the Property in accordance with this Sub-Sublease.
(c) Termination of Sub-Sublease Following Taking. In the event a proceeding in eminent domain or condemnation is instituted against the Property or any part thereof, the HTC Lease shall either continue or terminate according to the terms thereof (including, without limitation Article 7 thereof). If the HTC Lease terminates, this Sub-Sublease shall also terminate and, subject to the provisions of the documents governing any loan to Sub-Sublandlord, Sub- Subtenant shall be entitled to any award of damages for Sub-Subtenant's interest in the Property, including for the taking of Sub-Subtenant's personal property, and fixtures (and Sub- Subtenant's share of any moving expenses awarded to Sub-Subtenant), all other sums being paid to the Sub-Sublandlord.
(d) Continuation of Sub-Sublease Following Taking. In the event a proceeding in eminent domain or condemnation is instituted against the Property or any part thereof, if the HTC Lease does not terminate, then a determination will be made whether the Property is condemned or taken by the proceeding in eminent domain or condemnation pursuant to the same standard giving rise to Sub-Sublandlord’s termination rights under the HTC Lease, if any. If the Property has not been condemned or taken, then this Sub-Sublease shall continue in full force and effect except that the rent payable hereunder shall be reduced to the extent that rent applicable to the Property is equitably reduced under the terms of the HTC Lease. Neither Sub-Subtenant nor Sub-Sublandlord shall have any responsibility or obligation to rebuild or restore the Premises under this Sub-Sublease. During any period of taking when Sub-Subtenant is unable to use the Premises, there shall be an abatement of Rent payable.

29. Reserves. Sub-Subtenant shall deposit $[2,278,564] (“Reserve Funds”) in development services fee in connection with certain development services rendered with respect to the rehabilitation of the Plaza Theatre. From and after receipt of such Reserve Funds, Sub-Subtenant shall use such monies to establish a reserve in support of its use of the Plaza Theatre and satisfaction of its obligations under this Sub-Sublease. Sub-Sublandlord shall have the right to consent to any withdrawal and use of Reserve Funds for the first five (5) years of the Term.
[remainder of page intentionally blank
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13 60205720.3
IN WITNESS WHEREOF, the parties hereto have executed this Sub-Sublease as of the day and year first above written.

SUB-SUBLANDLORD:

PALM SPRINGS PLAZA THEATRE MASTER TENANT, LLC,
a California limited liability company
By: Palm Springs Plaza Theatre Managing Member, LLC,
a California limited liability company,
its managing member

By: ______________________________
Name: ______________________________
Title: ______________________________
SUB-SUBTENANT:

PALM SPRINGS PLAZA THEATRE FOUNDATION,
a California nonprofit public benefit corporation

By: ________________________________
Name: Jon Roberts
Title: Chief Executive Officer
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A - 1
60205720.3

EXHIBIT A

PROPERTY LEGAL DESCRIPTION
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Sch - 1
60205720.3
SCHEDULE 1
Base Rent Schedule

Lease Year Start Date End Date Yearly Base Rent
2025 November 1, 2025 December 31, 2025 $101,000
2026 January 1, 2026 December 31, 2026 $230,000
2027 January 1, 2027 December 31, 2027 $260,000
2028 January 1, 2028 December 31, 2028 $262,600
2029 January 1, 2029 December 31, 2029 $265,226
2030 January 1, 2030 October 31, 2030 $267,878
2031 November 1, 2030 December 31, 2030 $270,557
2032 January 1, 2031 December 31, 20231 $273,263
2033 January 1, 2032 December 31, 2032 $275,995
2034 January 1, 2033 December 31, 2033 $278,755
2035 January 1, 2034 December 31, 2034 $234,618

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ATTACHMENT F

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R&B Cmts 9/11/25

1 Development Services Agreement (Palm Springs Plaza Theatre)

DEVELOPMENT SERVICES AGREEMENT
THIS DEVELOPMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October [15], 2025, by and between Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company (the “ Owner”), having an address at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263 -2743, the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under and by virture of the laws of the State of California (the “City Developer”), having an address at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92263-2743, and The Palm Springs Plaza Theatre Foundation, a California nonprofit corporation (“Foundation Developer”, together with the City Developer, the “Developer”)).

RECITALS
WHEREAS, City Developer is the owner of the building located at 128 South Palm Canyon Drive, Palm Springs , California, and commonly known as the Palm Springs Plaza Theatre (the “Building”) as well as certain other improvements, and the tract(s) of land upon which the Building is located (collectively, the “Land” and, together with the Building, the “Property”); and WHEREAS, City Developer has determined that it is in the best of interest of City Developer to ground lease the Property to the Owner pursuant to a ground lease by and between the City Developer and Owner, dated as of the date hereof (the “Ground Lease”), for purposes of rehabilitating the Building; and
WHEREAS, the rehabilitation of the Building by Owner under the Ground Lease will help ensure the preservat ion and protection of the historic Building through the restoration of the historic interiors and exteriors of the Building, and the development of the Building into commercial use property that will qualify for rehabilitation credits (as defined in the Section 47 of the Internal Revenue Code of 1986, as amended) (the “Project”); and WHEREAS, Palm Springs Plaza Theatre M anaging Member, LLC, a California limited liability company (the “Managing Member ”), is the managing m ember of the Owner and is governed by that certain Operating Agreement of Managing Member, dated on or about the date hereof; and
WHEREAS, the Owner is governed by that certain Amended and Restated Operating Agreement of Owner, dated as of even date herewith (the “Owner Operating Agreement”); and WHEREAS, prior to the date of this Agreement, the City Developer was engaged in construction and providing certain services with respect to developing the Project and managing construction with respect to the Project, with the assistance of Foundati on Developer, and the Owner desires that the Developer continue to provide those services for the Owner until all development work related thereto is completed.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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2 Development Services Agreement ( Palm Springs Plaza Theatre)

1. Appointment. The Owner hereby appoints the Developer to render development and construction management services for the Owner, and confirms and ratifies the appointment of the Developer with respect to services rendered for the Project and Owner to date, in supervising and overseeing the rehabilitation of the Building as herein contemplated.

2. Development Services. The City Developer shall have, and has had, to the extent they have not already been performed or are not performed by third parties pursuant to separate agreements with the Owner , the authority and the obligation to do the following with resp ect to development of the Project (the “Development Services”):
(a) Directly contract, interface, coordinate and participate in meetings with major construction professionals, such as Woodcliff Corporation, a California corporation (“Contractor”), and Architectural Resources Group, a California corporation (“Architect”), and administer the contracts for such constructin professionals, as agent for and on behalf of Owner, including receiving invoices for services thereunder, and making payments therefor on behalf of Owner, using Owner’s funds.
(b) The Developer shall oversee the development and rehabilitation of the Building, in its capacity as a developer thereof, and shall perform the services and carry out the responsibilities within the general scope of such development and rehabilitation and as are designated from time to time by the Owner.
(c) act on behalf of the Owner in its relation with any governmental agency or authority and any of the Project lenders with respect to all matters relating to the rehabilitation of the Building;
(d) coordinate the preparation of the plans and specifications (the “ Plans and Specs”) with the Architect , including changes thereto, and recommend alternative solutions whenever design details affect construction feasibility or schedules;
(e) ensure that the Plans and Specs are in compliance with all applicable codes, laws, ordinances, rules and regulations (“Applicable Laws”); (f) Negotiate on behalf of the Owner or assist with negotiating any Architect or design agreements for the Project, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party wi th whom the agreement is to be made shall have been approved by the Owner;
(g) If requested to do so by the Owner, perform on behalf of the Owner key- development related obligations of the Owner with respect to the rehabilitation of the Building contained in any loan agreement or security agreement entered into in connection with any financing for the Project, or in any agreement entered into with any governmental body or agency relating to 1M - Page 132

3 Development Services Agreement ( Palm Springs Plaza Theatre)

the terms and conditions of such rehabilitation, provided that copies of such agreements have been provided by the Owner to the Developer or the Owner has otherwise notified the Developer in writing of such obligations; (h) At the direction of the Owner, implement any decisions of the Owner made in connection with the rehabilitation of the Building or any policies and procedures relating thereto, inclusive of assistance with leasing activities; (i) Assist the Owner in obtaining and maintaining insurance coverage for the Project and the Owner during the construction phas e of the Project, in accordance with any insurance schedule approved by the Owner, which insurance shall include general public liability insurance covering claims for personal injury, including, but not limited to, bodily injury, or property damage, occurring in or upon the Project or the streets, passageways, curbs and vaults adjoining the Project. Such insurance shall be in a liability amount approved by the Owner;
(j) During the rehabilitation of the Building, assist the Owner with compliance with all Applicable Laws all federal, state and municipal governments, courts, departments, commissions, boards and offices having jurisdiction in the county in which the Project is located or any other body exercising functions similar to those of any of the foregoing, or any insurance carriers providing any insurance coverage for the Owner or the Project, which may be applicable to the Project or any part thereof
(k) secure all building code approvals and obtain certificates of occupancy for the Building from governmental agencies;
(l) cause the rehabilitation of the Building to be completed in compliance with any and all obligations of the Owner under any applicable debt or equity financing documents;
(m) keep, or cause to be kept, accounts and cost records as to the rehabilitation of the Building;
(n) maintain, or cause to be maintained, at its expense, all office and accounting facilities and equipment necessary to adequately perform the foregoing functions;
(o) commission and deliver to the Owner, upon request, a dimensione d as -built survey of the real property and as -built drawings of the Building construction, one or more environmental reports, appraisals, and/or reasonableness studies regarding the Project, in each case , as agent for and on behalf of Owner, including rece iving invoices for services thereunder, and making payments therefor on behalf of Owner, using Owner’s funds;
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4 Development Services Agreement ( Palm Springs Plaza Theatre)

(p) investigate and recommend a schedule for purchase by the Owner of all materials and equipment requiring long lead time procurement, coordinate the schedule with the Architect and Contractor and expedite and coordinate delivery of such purchases;
(q) revise and refine the approved estimate of rehabilitation cost, incorpor ate changes as they occur, and develop cash flow reports and forecasts as needed; (r) provide regular monitoring of the approved estimate of rehabilitation cost, show actual costs for activities in process and estimates for uncompleted tasks, identify variances between actual and budgeted or estimated costs and advise the Owner whenever projected costs exceed budgets or estimates; (s) in collaboration with the Architect, establish and implement procedures for expediting the processing and approval of shop drawings and samples; (t) coordinate with the preservation consultant for the historical components of the development and rehabilitation of the Building, if necessary; (u) assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer's functions hereunder; (v) assist with the documentation of the pre-rehabilitation conditions of the interior and exterior of the Building; and
(w) perform and administer any and all other development-related services and responsibilities of the Developer which are set forth in any other provisions of this Agreement, or which are requested to be performed by the Owner and are within the general scope of the services described herein.

3. Construction Management Services. The [Foundation?] Developer shall have, and has had, to the extent they have not already been performed or are not performed by third parties pursuant to separate agreements with the Owner, the authority and the obligation to do the following w ith respect to construction management of the Project (the “ Construction Management Services”): [NTD: Section 2 lays out the City Developer’s duties. Is Section 3 intended to lay out the Foundation Developer’s duties? If not and the below duties are meant to be duties of both parties, how are these duties being split up?]

(a) Negotiate on behalf of the Owner or assist with negotiating any construction contracts with respect to the Project, including, without limitation with Contractor or the furnishing of any supplies, materials, machinery or equipment therefore, or any amendments thereof, provided that no agreement shall be executed nor binding commitment made until the terms and conditions thereof and the party with whom the agreement is to be made shall have been approved by the Owner;

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5 Development Services Agreement ( Palm Springs Plaza Theatre)

(b) help select subcontractors and negotiate subcontracts for the rehabilitation of the Building;

(c) prepare pre-qualification criteria for bidders interested in the Building, establish bidding schedules and conduct pre-bid conferences to familiarize bidders with the bidding documents and management techniques with any special systems, materials or methods;

(d) receive bids, prepare bid analyses and make recommendations to the Owner for award of contracts or rejection of bids;
(e) provide a detailed schedule of realistic activity sequences and durations, allocation of labor and materials and processing of shop drawings and samples;

(f) monitor disbursement and payment of amounts owed to the Architect, Contractor, and the subcontractors;

(g) record the progress of the Building and submitting written progress reports to the Owner and the Architect, including the percentage of completion and the number and amounts of change orders;

(h) ensure that the Building is rehabilitated fr ee and clear of all mechanics' and materialmen's liens;

(i) choose the products and materials necessary to equip the Building in a manner which satisfies all requirements of the Plans and Specs;

(j) obtain an Architect's certificate that the work on the Building is substantially complete, and inspect the Architect's and Contractor’s work;

(k) cause the rehabilitation of the Building to be completed in a prompt and expeditious manner, consistent with good workmanship, and in compliance with the Plans and Specs as they may be amended by the agreement of the parties hereto , any and all zoning regulations, county ordinances, including health, fire and safety regulations, and any other requirements of federal, state and local laws, rules, regulations and ordinances app licable to construction of the Building;

(l) cause to be performed in a diligent and efficient manner the following:

(i) rehabilitation of the Building, including any required off-site work; and

(ii) general administration and supervision of the rehabilitation of the Building, including but not limited to activities of subcontractors and their employees and agents, and others employed as to the Building in a manner which complies in all respects with the Plans and Specs;

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6 Development Services Agreement ( Palm Springs Plaza Theatre)

(m) provide, and periodically update a buil ding construction time schedule which coordinates and integrates the Architect’s services with the Contractor’s construction schedules;

(n) coordinate the work of the Architect and Contractor to complete the rehabilitation in accordance with the objectives as to cost, time and quality, and provide sufficient personnel at the Property with authority to achieve such objectives;

(o) provide regular monitoring of the schedule as construction progresses, identify potential variances between scheduled and probable completion dates, review the schedule for work not started or incomplete, recommend to the Owner adjustments in the schedule to meet the probable completion date, provide summary reports of such monitoring, and document all changes in the schedule;

(p) make available to the Owner, during normal business hours and upon the Owner’s written request, copies of all material construction contracts and subcontracts;

(q) recommend courses of action to the Owner when requirements of subcontracts are not being fulfilled;

(r) develop and implement a system for review and processing of change orders as to the rehabilitation of the Building;

(s) develop and implement a procedure for the review and processing of applications by subcontractors for progress and final payments; and

(t) Perform and administer any and all other construction management -related services and responsibilities of the Developer which are set forth in any other provisions of this Agreement, or which are requested to be performed by the Owner and are within the general scope of the services described herein.

4. Development Fee.

For services performed and to be performed under Sections 1, 2 and 3 of this Agreement, the Owner agrees to pay the Developer a development fee in the aggregate amount of $[4,744,639] (the “Development Fee”). The City Developer and Foundation Developer hereby agree to share in and allocate the Development Fee as follows: (a) $ [2,404,944] payable to City Developer and (b) $ [2,339,695] payable to Foundation Developer. The City Developer and Foundation Developer shall have the right to receive Development Fee payments made hereunder on a pro-rata basis, when and as made. The entire Development Fee shall be deemed to have been earned upon final Placed in Service date of the Building and shall be paid at that time, subject to the following provision. [NTD: tracking language in Landlord OA]

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7 Development Services Agreement ( Palm Springs Plaza Theatre)

If for any reason the Development Fee shall not be paid in full as of the final Placement in Service date, unpaid amounts shall be deferred without interest and shall be paid no less than yearly from the Owner’s net cash flow as provided for in Owner Operating Agreement.

Notwithstanding the foregoing, the entire unpaid balance of the Development Fee shall be paid not later than the Recapture Expiration Date.

5. Withholding of Fee Payments. In the event that the City Developer or Foundation Developer shall not have substantially complied with any material provisions under this Agreement (any such defaulting party referred to hereafter as a “Defaulting Developer”), then the Defaulting Developer shall be in defa ult of this Agreement. In the event that the Defaulting Developer shall remain in default of this Agreement after Notice and a thirty (30) day opportunity to cure such default, the Owner may terminate this Agreement and/or withold any payments due hereunder to such Defaulting Developer (but not to any party comprising Developer which is not then in default under this Agreement (any such party referred to herein as a “ Non-Defaulting Developer”).

All amounts so withheld by the Owner under this Section 5 shall be promptly released to the Defaulting Developer only after such party has cured the default within the time period specified above, as demonstrated by evidence reasonably acceptable to the Owner.

In the event the Defautling Developer fails to cure its default within the time period specified above, t he Non-Defaulting Developer shall have the righ t to cure the Defaulting Developer’s default and perform the unperformed remaining obligati ons of the Defaulting Developer hereunder , and, if so cured and performed in accordance with the terms of this Agreement, such Non-Defaulting Developer shall be entitled to payment of the entire balance of the Development Fee.

6. Accounts and Records.
(a) The Developer on behalf of the Owner, shall keep such books of account and other records as may be required and approved by the Owner, including, but not limited to, records vouchers, statements, receipted bills and invoices relating to the costs of any advances made and other activities by the Developer in completion of its Development Services or Construction Management Services hereunder. All accounts and records relating to the Property, including all correspondence, shall be surrendered to the Owner, upon demand without charge therefore.

(b) All books and records prepared or maintained by the Developer shall be kept and maintained at all times at the place or places approved by the Owner, and shall be available for and subject to audit, inspection and copy ing by the Owner or any representative or auditor thereof or supervisory or regulatory authority, at all reasonable times and upon reasonable prior notice.

7. Assignment of Fees . The Developer shall not assign, pledge or otherwise encumber, for security or otherwise, the Development Fee set forth above to be made by the Owner, or any portion(s) thereof or any right(s) of the Developer thereto, without prior consent of and notice to the Owner.
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8 Development Services Agreement ( Palm Springs Plaza Theatre)

8. Termination. If the Managing Member withdraws from the Owner for any reason whatsoever, including the removal of the Managing Member, this Agreement shall terminate effective on the date of such withdrawal (an “Early Termination”) unless the Owner otherwise elect in writing. If an Early Termination occurs on or after the date on which all of the Project has been Placed in Service, the Developer shall be entitled to receive payments of the Development Fee to the extent earned when and as specified under this Agreement; provided, however, that the Owner shall be entitled to exercise any remedies available to them at law or in equity, including any remedies in connection with any lien, pledge or right of offset available to them with respect to the repayment of Development Fees. If an Early Termination occurs, the Developer shall remain liable for all damages, liabilities and claims (“ Claims”) arising under or in connection with this Agreement which are based on acts or omissions prior to the date of such termination, including Claims which do not become manifest until after the date of such termination. The Developer shall have no right to terminate this Agreement without the Consent of the Owner, which Consent may be withheld in Owner’s sole discretion.

9. No Lien Filings. Except in connection with the failure to pay the Developer any earned Developer Fee in accordance with Section 4 or 5 of this Agreement, the Developer hereby represents, warrants and covenants that neither it nor its Affiliates shall file a mechanic's lien , materialmen's lien or other lien against the Project or any other assets of the Owner, and hereby waives and releases any right it may have or may hereafter acquire to file a such lien against the Project or any other assets of the Owner, in violation of this Section 1 1. The Developer shall indemnify and hold harmless the Owner from any losses, damages, and/or liabilities, to or as a result of a breach of this provision.

10. Successors and Assigns, Termination . This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns. However, this Agreement may not be assigned by any party hereto without the consent of the other parties; such consent shall not be unreasonably withheld.

11. Notices. Any notices required hereunder shall be given to City Developer, Foundation Owner or the Owner, as the case may be, at the address set forth hereinabove. In addition, a copy of any notice required hereunder shall also be sent to the following:

If to Owner: 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer
If to City Developer: 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer

If to Foundation Developer: 1775 E. Palm Canyon Dr,
Suite 110-1028
Palm Springs, CA 92264
Attention: Chief Executive Officer

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9 Development Services Agreement ( Palm Springs Plaza Theatre)

12. Defined Terms . Capitalized terms used in this Agreement and not specifically defined herein shall have the meanings assigned to them in the Owner Operating Agreement.

13. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Agreement is determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement which are valid.

14. Counterparts. This Agreement may be executed in several cou nterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same counterpart.

15. No Continuing Waiver. The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.

16. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

17. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT HEREBY

EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT,

INCLUDING WITHOUT LIMITATION, ANY PRESENT OR FUTURE AMENDMENT THEREOF, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR

INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM

WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT,

DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION

HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH

CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW

EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS

THAT ANY SUCH CLAI M, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE

DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY TO THIS

AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS

SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE

PARTIES HERETO TO T HE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

18. No Continuing Waiver. The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.

19. Amendment. This Agreement may not be amended without the consent of the Owner.

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10 Development Services Agreement ( Palm Springs Plaza Theatre)

Remainder of Page Intentionally Left Blank
Signature Page Follows
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Signature Page
Development Services Agreement ( Palm Springs Plaza Theatre)

IN WITNESS WHEREOF, the parties have caused this Development Services Agreement to be duly executed as of the date first written above.

OWNER:

Palm Springs Plaza Theatre Landlord, LLC,
a California limited liability company

By: Palm Springs Plaza Theatre Managing Member,
LLC,
a California limited liability company, its
managing member

By:

___________________________________

CITY DEVELOPER:

City of Palm Springs,
a charter city, organized and existing in the County of Riverside,
under and by virtue of the laws of the State of
California

By:
___________________________________

ATTEST:

By:

Brenda Pree, City Clerk

APPROVED AS TO FORM:

By:

Jeffrey Ballinger, City Attorney

FOUNDATION DEVELOPER:

Palm Springs Plaza Theatre Foundation,
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Signature Page
Development Services Agreement ( Palm Springs Plaza Theatre)

a California nonprofit public benefit corporation

By:

Jon Roberts, Chief Executive Officer

4438308.3
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ATTACHMENT G

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RB Draft 9/5/25

Palm Springs Plaza – HTC Guaranty

GUARANTY
THIS GUARANTY (this “Guaranty”), is made as of October [15], 2025, by and between THE CITY OF PALM SPRINGS, a charter city, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California (the “Guarantor”), for the benefit of STETSON INVESTMENTS FUND LLC, a Delaware limited liability company (together with its successor and assigns, the “Investor Member”).

RECITALS
WHEREAS, Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company (“HTC Landlord”), holds a leasehold interest in a building (the “Building”) and property commonly known as the Plaza Theatre, which is located at 128 S. Palm Canyon Dr., Palm Springs, California 92262;
WHEREAS, the Building and rights appurtenant thereto, including without limitation, rights appurtenant in the land upon which the Building and other improvements are located are collectively referred to herein as the “Property”;
WHEREAS, HTC Landlord is rehabilitating the Building into a theater in a manner that is expected to qualify for Historic Tax Credits (as defined in the HTC Tenant Operating Agreement identified and defined below) (the “Project”);
WHEREAS, Palm Springs Plaza Theatre Master Tenant, LLC, a California limited liability company (“HTC Tenant”), will lease the Project from HTC Landlord pursuant to the terms of that certain HTC Lease dated as of the date hereof (the “HTC Lease”); WHEREAS, under the HTC Lease, HTC Landlord has agreed to pass through the Historic Tax Credits under Section 50 of the Code arising from HTC Landlord’s rehabilitation of the Building to HTC Tenant;
WHEREAS, Investor Member has been requested to enter into that certain Amended and Restated Operating Agreement dated as of the date hereof (the “ HTC Tenant Operating Agreement”) with Palm Springs Plaza Theatre Managing Member, LLC, a California limited liability company, and to acquire an interest in HTC Tenant; WHEREAS, Guarantor and Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corporation, as co-developers (collectively, the “Developers”), and HTC Landlord have entered into that certain Development Services Agreement dated as of the date hereof (the “Development Agreement”), in connection with the development of the Project; WHEREAS, Guarantor believes it shall substantially benefit, directly or indirectly, from Investor Member’s acquisition of an interest in HTC Tenant and from HTC Tenant’s leasing the Project from HTC Landlord; and
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WHEREAS, as a condition of acquiring a n interest in HTC Tenant, the Investor Member has required Guarantor to provide the guaranties and indemnifications as herein set forth.

1. Guarantor, irrevocably and unconditionally:

A. fully guarantees the due, prompt and complete payment and performance of each and every one of the following obligations:
(i) the obligations of the Managing Member (as defined in the HTC Tenant Operating Agreement, and for purposes of this Guaranty, the “HTC Tenant Managing Member”) under the HTC Tenant Operating Agreement;
(ii) the obligations of the Managing Member (as defined in the HTC Landlord Operating Agreement, and for purposes of this Guaranty, the “HTC Landlord Managing Member”) under the HTC Landlord Operating Agreement; (iii) the obligations of HTC Landlord and HTC Tenant under the HTC Lease including, without limitation, the obligation to fund Excess Development Costs (as such term is defined in the HTC lease); and
(iv) the obligations of the Developers under the Development Agreement.

The HTC Tenant Operating Agreement, the HTC Landlord Operating Agreement, the HTC Lease, and the Development Agreement are collectively referred to herein as the “Guaranteed Documents ”, and the obligations guaranteed under this Section 1.A. are collectively referred to herein as the “Guaranteed Documents Obligations”; B. fully guarantees the accuracy , completeness, and the performance of the certifications, representations and warranties of the HTC Tenant Managing Member, the HTC Landlord Managing Member, HTC Landlord, and HTC Tenant, as applicable, set forth in the Guaranteed Documents (collectively, the “ Guaranteed Re presentations and Warranties”);
C. fully indemnifies , defends, and holds the Investor Member harmless from and against any and all loss and/or damage suffered by the Investor Member in connection with or relating to (i) any default or breach, as applicable, of the Guaranteed Documents Obligations and the Guaranteed Representations and Warranties, and (ii) any default by the Guarantor under this Guaranty (the indemnification a nd hold harmless obligations of the Guarantor under this subsection C, collectively, the “Guaranteed Indemnifications”); and D. fully guarantees the due, prompt and complete payment of all costs and expenses (including, without limitation, reasonable attor neys’ fees) incurred by the Investor Member in connection with the enforcement of this Guaranty against Guarantor. 1M - Page 145

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The Guaranteed Documents Obligations, the Guaranteed Representations and Warranties, the Guaranteed Indemnifications, and the cost and expens es guaranteed under Section 1.D, are hereinafter collectively referred to as the “Guaranteed Obligations”.

Subject to the express limitati ons in the following paragraph , Guarantor irrevocably and unconditionally agrees to take such action in each fiscal ye ar in which an obligation arises hereunder, to budget and appropriate funds as necessary and to pay directly to the Investor Member the amount of any Guaranteed Obligations recalculated on an After -Tax Basis (as that term is hereinafter defined) promptly u pon demand. “After -Tax Basis” means, with respect to any payment to be received by the Investor Member, the amount of such payment, net of any offsetting direct or allocated deduction to which the Investor Member claims as a result of the application of such payment, supplemented by a further payment or payments so that, after deducting from such payments the amount of all taxes imposed on the Investor Member by any governmental authority or other taxing authority with respect to such payments, the balance of such payments shall be equal to the original payment to be received; provided, however, for the purposes of this definition, and for purposes of any payment to be made to the Investor Member on an After-Tax Basis, it shall be assumed that taxes are pay able by the Investor Member at the Applicable Tax Rate (as hereinafter defined), which rate shall be certified in writing by the Investor Member to the HTC Tenant Managing Member upon request. “ Applicable Tax Rate ” means the combined effective federal, state, and local income tax rate of a taxpayer applicable in any given fiscal year assuming in each case the maximum tax rate actually applicable to the taxpayer without regard to actual taxable income.

Section 4 of Revenue Procedure 2014-12 sets forth a “safe harbor” (the “Safe Harbor”) that applies in the case of a partnership that validly claims Historic Tax Credits (a “ Partnership”).

Pursuant to the Safe Harbor, the IRS will not challenge a Partnership’s allocations of validly claimed Historic Tax Credit s if the partnership and its partners satisfy the Safe Harbor. The Guarantor, HTC Tenant Managing Member, HTC Tenant, HTC Landlord Managing Member, HTC Landlord and the Investor Member each intends that each of the requirements of the Safe Harbor will be satisfied, including, without limitation, the prohibition of “impermissible guarantees” (as described under Section 4.05(2) of the Safe Harbor, “ Impermissible Guarantees”). Accordingly, this Guaranty is intended to be a “permissible guaranty” as described under Section 4.05(1) of the Safe Harbor and shall be interpreted and treated as such. In addition, in no event shall any provision of this Guaranty include for purposes hereof any direct or indirect indemnity, guaranty or other insurance of: (i) the Investor Member’s ability to claim Historic Tax Credits, the cash equivalent of the Historic Tax Credits, or the repayment of any portion of the Investor Member’s contribution to HTC Tenant due to inability to claim Historic Tax Credits as a result of an Excluded Event; or (ii) payment of the Investor Member’s costs if the IRS challenges the Investor Member’s claim of Historic Tax Credits, which shall not be considered Guar anteed Obligations. The parties hereto affirm and direct that any ambiguity in the meaning of any provision of this Guaranty shall be resolved in favor of an interpretation that would comply with the requirements of the Safe Harbor, including without limi tation, that this Guaranty and the provisions set forth herein do not constitute Impermissible Guarantees.

2. Guarantor hereby grants to the Investor Member in its absolute discretion and without notice to Guarantor, the power and authority to deal in any law ful manner with the 1M - Page 146

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Guaranteed Obligations and the other obligations guaranteed hereby. Without limiting the generality of the foregoing, the liability of Guarantor hereunder shall not be affected, impaired or reduced in any way by any action taken by the Investor Member involving any of the following powers or authorities or pursuant to any other provision hereof, or by any delay, failure or refusal of the Investor Member to exercise any right or remedy it may have against the HTC Tenant Managing Member o r any other person, firm or corporation, including other guarantors, if any, liable for all or any part of the Guaranteed Obligations or any of the other obligations guaranteed hereby:
(a) to renew, compromise, extend or otherwise change the time or place of payment of or to otherwise change the terms of the Guaranteed Obligations; (b) to (i) modify any of the terms of the HTC Tenant Operating Agreement, the HTC Landlord Operating Agreement, the HTC Lease, the Development Agreement and/or any other obligations guaranteed hereby (in the manner provided for in such agreements or as the parties thereto shall otherwise agree); or (ii) waive any of the terms thereof; (c) to take and hold security (except for the Property) for the payment of the Guaranteed Obligations and/or performance of the other obligations guaranteed hereby and to impair, exhaust, exchange, enforce, waive or release any such security; (d) to direct the order or manner of sale of any such security (except for the Property) as the Investor Member, in its discretion, may determine; (e) to grant any indulgence, forbearance or waiver with respect to the Guaranteed Obligations or any of the other obligations guaranteed hereby; (f) to sell or assign all or a portion of its Interest in the HTC Tenant; (g) to agree to any valuation by the Investor Member of any collateral securing payment of any of the Guaranteed Obligations in any proceedings under the United States Bankruptcy Code concerning the Investor Member or Guarantor.

3. With respect to any Guaranteed Obligation which can be satisfied with the payment of money, Guarantor agrees that if any of the Guaranteed Obligations is not fully and timely paid or performed in accordance with the terms of the document under which such Guaranteed Obligations arises, Guarantor shall immediately upon receipt of written demand therefor from the Investor Member pay all such Guaranteed Obligations not timely paid or performed and hereby guaranteed in like manner as if the Guaranteed Obligations constituted the direct and primary obligation of Gua rantor. Guarantor shall not have any right of subrogation as a result of any payment made hereunder or any other payment made by Guarantor on account of the Guaranteed Obligations (except with respect to any duplication of payment), and, until the Guarant eed Obligations are satisfied in full or the Investor Member is no longer a member of HTC Tenant, Guarantor hereby waives, releases and relinquishes any claim based on any right of subrogation, any claim for unjust enrichment or any other theory that would entitle Guarantor to a claim against 1M - Page 147

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the HTC Tenant Managing Member or HTC Landlord or the HTC Landlord Managing Member based on any payment made hereunder or otherwise on account of the Guaranteed Obligations.

4. This Guaranty and the Guaranteed Obligations of Guarantor hereunder shall be continuing and irrevocable until the obligations have been satisfied in full. Notwithstanding the foregoing or anything else set forth herein, and in addition thereto, if at any time all or any part of any payment received by the Investor Member from Guarantor under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including, but not limited to, determination that said payment was a voidable preference or fraudulent transfer und er insolvency, bankruptcy or reorganization laws), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous receipt of payment by the Investor Member, and Guarantor’s obligations hereunder shall continue to be effective or be reinstated as to such payment, all as though such previous payment to the Investor Member had never been made. The provisions of the foregoing sentence shall survive termin ation of this Guaranty, and shall remain a valid and binding obligation of Guarantor until satisfied.

5. Guarantor hereby represents that (i) it is a charter city duly organized and existing under its charter and the laws of the State of California, (ii) the obligations of the Guarantor are limited by Article XVI, Section 18 of the California Constitution, and Sections 53850 et seq. of the California Government Code (the “Guaranty Limitations”), and (iii) the Guaranty Limitations preclude this Guaranty from co nstituting an impermissible debt. In order to ensure that this Guaranty is not in contravention of the Guaranty Limitations, Investor acknowledges that (i) this Guaranty is not a pledge of general tax revenues or funds of Guarantor and (ii) any amounts due from Guarantor hereunder may be subject to appropriations with respect to the fiscal year that such amounts arise. Guarantor acknowledges and agrees that (i) a benefit has been conferred to Guarantor in each fiscal year for which any obligation may arise hereunder for the continued operation of the Project on behalf of the Guarantor and (ii) Guarantor shall take such action in each fiscal year in which an obligation arises hereunder, to budget and appropriate funds as necessary.

6. (a) Guarantor acknowledges and agrees that (i) the Investor Member’s insurance requirements include Earthquake Coverage Requirements (as such term is defined on Exhibit [A] of the HTC Tenant Operating Agreement)1, (ii) Guarantor currently maintains property insurance with respect to th e Property (among other properties) that includes certain coverages regarding earthquakes and other seismic events (the “ Current Earthquake Insurance Policy ”) that does not currently meet the Earthquake Coverage Requirements, and (iii) if HTC Landlord and/or HTC Tenant does not obtain and maintain an insurance policy that satisfies the Earthquake Coverage Requirements, then Guarantor shall be obligated to fund the Insurance Shortfall Amount (as hereinafter defined) upon the occurrence of any Covered Event (as hereinafter defined) to the HTC Tenant for allocation pursuant to Section [7.1] of the HTC Lease. Guarantor agrees that following any Covered

1 Note that we’ll include the NTCIC coverage requirements for earthquake on the insurance Exhibit and define that as “Earthquake Coverage Requirements”.
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Event, or the occurrence of any earthquake or other seismic activity that Investor Member believes could be a Covered Event, Guarantor will make, or attempt to make, a claim under the Current Earthquake Insurance Policy (a “Required Claim”) unless the coverage amount under the Current Earthquake Insurance Policy has been exhausted and Guarantor is unable to make, or attempt to make, a claim under the Current Earthquake Insurance Policy (an “Exhaustion Occurrence”).
(b) For purposes of this Guaranty, (i) a “Covered Event” means the occurrence of any earthquake or other seismic activity that results in any damage to the Property, the occurrence of which is either ( A) covered by the Current Earthquake Insurance Policy as determined by the insurer under such policy (regardless of whether the insurer under such policy makes any payment under the Current Earthquake Insurance Policy) or (B) in the reasonable determination of the Investor Member, would have been covered by the Current Earthquake Insurance Policy but for an Exhaustion Occurrence , (ii) t he “ Insurance Shortfall Amount” means an amount equal to (A) the less er of (i) Maximum Coverage Amount in effect as of the date of the applicable Covered Event and (ii) the actual amount of damage to the Property caused by the Covered Event, as determined either (X) under the Current Earthquake Insurance Policy following a Required Claim or, (Y) following an Exhaustion Occurrence, by a licensed public adjuster selected by the Investor Member [with the consent of the Guarantor], minus (B) any amount actually paid to HTC Landlord and/or HTC Tenant (and properly allocated pursuant to Se ction [7.1] of the HTC Lease) with respect to the Property under the Current Earthquake Insurance Policy , and (iii) “Maximum Coverage Amount ” means an amount equal to the Projected Historic Tax Credits (as defined in the HTC Tenant Operating Agreement) as of the date of the Covered Event, provided that following each anniversary of the date the entire Property is Placed in Service (as defined in the HTC Tenant Operating Agreement), this amount will be reduced by one fifth (for example if the Projected Histo ric Tax Credits equaled $5,000,000, then following the first such anniversary, the amount will equal $4,000,000; following the third anniversary the amount will equal $2,000,000) until such amount is reduced to zero.

7. Guarantor hereby waives notice of accep tance of this Guaranty by the Investor Member and this Guaranty shall immediately be binding upon Guarantor.

8. Guarantor hereby waives and agrees not to assert or take advantage of:
(a) any right to require the HTC Tenant Managing Member or HTC Landlord Managing Member to proceed against any other person or to proceed against or exhaust any security held by HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Landlord Managing Member at any time or to pursue any other remedy in the HTC Landlord Man aging Member’s or HTC Landlord’s or HTC Tenant’s or HTC Tenant Managing Member’s power before proceeding against Guarantor hereunder; (b) any right to require the Investor Member to proceed against the HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Landlord Managing Member or any other person or to proceed against or exhaust any security held by the 1M - Page 149

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Investor Member at any time or to pursue any other remedy in the Investor Member’s power before proceeding against Guarantor hereunder;
(c) the defense of the statute of limitations in any action hereunder or in any action for the collection of the Guaranteed Obligations or the performance of any other obligations guaranteed hereby;
(d) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of the Investor Member to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;
(e) demand, presentment for payment, notice of non -payment, protest, notice of protest and all other notices of any kind, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Investor Member or any endorser or creditor of the Investor Member or Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by the Investor Member or in connection with the Guaranteed Obligations; (f) any defense based upon an election of remedies by the Investor Member, the right of Guarantor to proceed against the Investor Member for reimbursement, or both, any rights or benefits u nder the bankruptcy and insolvency laws of the State or under Sections 364 and 1111 of the Bankruptcy Code as same may be amended or replaced from time to time;
(g) any election by the Investor Member to exercise any right or remedy it may have against HTC Tenant or any security held by the Investor Member, including, without limitation, the right to foreclose upon any such security by judicial or non -judicial sale, without affecting or impairing in any way the liability of Guarantor hereunder, except to the extent the Guaranteed Obligations have been paid, and Guarantor waives any default arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of Guarantor against HTC Tenant or any such security whether resulting from such election by the Investor Member or otherwise. ; and (h) all duty or obligation on the part of the Investor Member to perfect, protect, not impair, retain or enforce any security for the payment of the Guaranteed Obligations or performance of any of the other obligations guaranteed hereby.

9. All existing and future Guaranteed Obligations of the HTC Tenant, the HTC Tenant Managing Member or the HTC Landlord or HTC Landlord Managing Member to Guarantor or to any person cont rolled or owned in whole or in part by Guarantor and, the right of Guarantor to withdraw or to cause or permit any person controlled or owned in whole or in part by Guarantor to withdraw any capital invested by Guarantor or such person in the HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Landlord Managing Member, are hereby subordinated to the Guaranteed Obligations at any time after a default exists and remains uncured 1M - Page 150

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under the Guaranteed Obligations. Furthermore, without the prior written consent of the Investor Member, such subordinated Guaranteed Obligations shall not be paid and such capital shall not be withdrawn in whole or in part nor shall Guarantor accept or cause or permit any person controlled or owned in whole or in part by Guarantor to accept any payment of or on account of any such subordinated Guaranteed Obligations or as a withdrawal of capital at any time after a default exists and remains uncured under the Guaranteed Obligations. Any payment received by Guarantor in violation of this Guaranty shall be received by the person to whom paid in trust for the Investor Member, and Guarantor shall cause the same to be paid to the Investor Member immediately on account of the Guaranteed Obligations. No such payment shall reduce or affect in any manner the liability of Guarantor under this Guaranty.

10. The amount of Guarantor’s liability and all rights, powers and remedies of the Investor Member hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to the Investor Member under the HTC Tenant Operating Agreement, any document or agreement directly relating in any way to the terms and provisions thereof or otherwise by law.

11. Subject to Sect ion 5, t he liability of Guarantor under this Guaranty shall be an absolute, direct, immediate and unconditional guarantee of payment and not of collectability and shall not be subject to appropriations or any other similar limitations. The obligations of Guarantor hereunder are independent of the obligations of the HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Landlord Managing Member or any other party which may be initially or otherwise responsible for performance or payment of the ob ligations hereunder guaranteed and Guarantor, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor, whether or not the HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Lan dlord Managing Member is joined therein or a separate action or actions are brought against the HTC Tenant, the HTC Tenant Managing Member or HTC Landlord or HTC Landlord Managing Member. The Investor Member may maintain successive actions for other defaults. The Investor Member’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless the Guaranteed Obligations have been paid in full.

12. The parties to the HTC Tenant Operating Agreement, the HTC Landlord Operating Agreement, the HTC Lease, the Development Agreement, and any document or agreement relating in any way to the terms and provisions thereof may, in their sole discretion, at any time enter into agreements to amend, modify or change such agreements in the manner provided for in such documents or as the parties thereto shall otherwise agree; or may at any time waive or release any provision or provisions thereof and, with reference thereto, ma y make and enter into all such agreements as they may deem proper or desirable, without any notice or further assent from Guarantor and without in any manner impairing or affecting this Guaranty or any of the rights of the Investor Member or Guarantor’s obligations hereunder.

13. Guarantor hereby agrees to pay to the Investor Member, upon demand, reasonable attorneys’ fees and all costs and other expenses which the Investor Member expends or incurs in collecting or compromising the Guaranteed Obligations or in enforcing this Guaranty against Guarantor whether or not suit is filed, including, without limitation, all costs, reasonable attorneys’ 1M - Page 151

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fees, and expenses incurred by the Investor Member in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving Guarantor which in any way affect the exercise by the Investor Member of its rights and remedies hereunder. Any and all such costs, attorneys’ fees and expenses not so paid shall bear interest at an annual interest rate equal to 10%, from the date Investor Member notifies Guarantor that such fees and expenses are due, until paid by Guarantor. Notwithstanding the foregoing, if a suit is filed by Investor Member in order to collect the Guaranteed Obligations or t o enforce this Guaranty, and Investor Member does not prevail in such suit, then Guarantor shall have no obligation to pay to Investor Member attorney’s fees or other costs and expenses incurred or expended by Investor Member in connection with such suit.

14. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions nevertheless shall be effective.

15. No provision of this Guaranty or right of the Investor Member hereunder can be waived nor can Guarantor be released from Guarantor’s obligations hereunder except by a writing duly executed by the Investor Member. This Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever except by the express terms of a writing duly executed by the Investor Member and Guarantor.

16. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein shall include any individual, company, firm, association, limited liability company , corporation, trust or other legal entity of any kind whatsoever.

17. If, at any time or from time to time, Investor Member assigns all or a portion of its equity interest in the HTC Tenant, (i) all references herein to “Investor Member” shall refer to each of the assigning Investor Member and such assignee, individually, wi thout the need of any express assignment, (ii) Guarantor shall be bound as set forth herein to each Investor Member (the assignor and all assignees), and (iii) each Investor Member shall have the right to enforce this Guaranty individually without impairme nt to the rights of any other Investor Member. The Investor Member agrees to use commercially reasonable efforts to give written notice to the Guarantor of any assignment of any Transfer of the Interest of the Investor Member, or any part thereof; provided, however, that the giving of notice to Palm Springs Plaza Theatre Managing Member, LLC, a California limited liability company, in accordance with the HTC Tenant Operating shall serve as notice under this Section 17.

18. This Guaranty shall inure to the benefit of and bind the heirs, legal representatives, administrators, executors, successors and assigns of the Investor Member and Guarantor.

19. This Guaranty shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law, except to the extent that any of such laws may now or hereafter be preempted by Federal law, in which case, such Federal law shall so govern and be controlling. Except as provided in any other written agreement now or at any time hereafter in force between Investor Member and Guarantor, this Guaranty shall constitute 1M - Page 152

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the entire agreement of Guarantor with Investor Member with respect to the subject matter hereof, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor Member or Guarantor unless expressed herein.

20. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the addressee or by depositing same with Federal Express for next business day delivery or by depositing same in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows:

If to Investor Member: Stetson Investments Fund LLC
c/o National Trust Community Investment
Corporation
1155 15th Street NW, Suite 300
Washington, DC 20005
Attention: Bret Mosher
Email: [email protected]

With a copy to:

Riemer & Braunstein LLP
100 Cambridge Street, 22nd Floor
Boston, MA 02114
Attention: Jeffrey D. Gaulin, Esq.

Email: [email protected]

If to Guarantor: The City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92263-2743
Attention: Director of Finance and Treasurer
Email: [________]

With a copy to:

Best Best & Kreiger LLP
3390 University Ave, 5th Floor
Riverside, CA 92501
Attention: John Rottschaefer, Esq.

Email: [email protected]

All notices, demands and requests shall be effective upon such personal delivery or upon being deposited with Federal Express or in the United States mail as required above. However, with respect to notices, demands or reques ts so deposited with Federal Express or in the United States mail, the time period in which a response to any such notice, demand or request must be given shall commence to run from the next business day following any such deposit with Federal 1M - Page 153

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Express or, in the case of a deposit in the United States mail as provided above, the date on the return receipt of the notice, demand or request reflecting the date of delivery or rejection of the same by the addressee thereof. Rejection or other refusal to accept o r the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request sent. By giving to the other party hereto at least thirty (30) days’ written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

21. Guarantor hereby agrees t hat this Guaranty, the Guaranteed Obligations and all other obligations guaranteed hereby, shall remain in full force and effect at all times hereinafter until paid and/or performed in full notwithstanding any action or undertakings by, or against, the Investor Member, Guarantor, and/or any member of the Investor Member in any proceeding in the United States Bankruptcy Court, including, without limitation, any proceeding relating to valuation of collateral, election or imposition of secured or unsecured claim status upon claims by the Investor Member pursuant to any Chapter of the Bankruptcy Code or the Rules of Bankruptcy Procedure as same may be applicable from time to time.

22. The Guaranteed Obligations of the Guarantor hereunder shall survive the termination of the HTC Tenant Operating Agreement, the occurrence of a Critical Event thereunder, the dissolution of the HTC Tenant, or the sale, assig nment or other transfer of the interest of the Investor Member in the HTC Tenant until such time as the Guaranteed Obligations have been paid or performed in full (subject to Section 4); provided, however, that with respect to Guaranteed Obligations related to tax matters, if there are no outstanding obligations of Guarantor to be paid or performed hereunder and Investor Member has not provided notice of any event that could give rise to such an obligation, the obligations of Guarantor under this Agreement with respect to those tax-related obligations shall terminate following the end of the calendar year that includes the date on which the I nternal Revenue Service is prohibited from assessing additional tax liability against Investor Member or its member(s) for any year in which Investor Member or its member(s) claimed Federal Historic Tax Credits..

23. This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, with the same effect as if all parties hereto had signed the same signature page. Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.

24. Capitalized terms used in this Guaranty and not specifically defined herein shall have the meanings assigned to them in the HTC Tenant Operating Agreement.

25. The amount of Guarantor’s liability and all rights, powers and remedies of the Investor Member hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and r emedies available to the Investor Member under the Operating Documents or otherwise by law. The Investor Member may maintain 1M - Page 154

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successive actions for other defaults. The Investor Member’s rights hereunder shall not be exhausted by its exercise of any of it s rights or remedies or by any such action or by any number of successive actions until and unless the obligations indemnified hereunder has been paid in full.

26. Guarantor covenants, represents and warrants to and for the benefit of the Investor Member as follows:
(a) the execution, delivery and performance by it of this Guaranty does not and will not, to its knowledge after reasonable inquiry, contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government , governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it;
(b) there are no facts or circumstances of any kind or nature whatsoever of which it is aware that could in any way materially impair or prevent it from performing its obligations under this Guaranty;
(c) Guarantor does not need the consent of any party to either execute this Guaranty or perform its obligations hereunder;
(d) any and all financial information with respect to it t hat it has given to the Investor Member in connection with the transactions contemplated by this Guaranty fairly and accurately present its financial condition and results of operations as of the respective dates thereof and for the respective dates indica ted therein in all material respects, and, since the respective dates thereof, there has been no material adverse change in the financial condition or results of its operations;
(e) with the assistance of counsel of its choice, it has read and reviewed this Guaranty and such other documents as it and its counsel deemed necessary or desirable to read;
(f) each representation made by it in any of the documents evidencing or securing any Operating Document to which Guarantor is a party is true and correct in all material respects and the Investor Member may rely thereon; (g) Guarantor shall not, in a single or series of transactions, sell, gift or otherwise transfer all or substantially all of its assets; and (h) as soon as available and in any event not later than [two hundred and ten (210) days ] after the end of each fiscal year, Guarantor shall provide to the Investor Member the following in form and substance acceptable to Investor Member (provided, however, that if such information is maintained and easily identifiable and available on the Electronic Municipal Market Access (EMMA) website, the Investor Member shall obtain such information from that web-site):
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13 Palm Springs Plaza – HTC Guaranty

(i) audited financial statements, or if an audit is not available, a CPA prepared balance sheet and income statem ent for such fiscal year for Guarantor; and
(i) Guarantor shall immediately notify the Investor Member of any change in its financial condition that adversely and materially affects its ability to perform hereunder. (j) To the extent that Guarantor may be entitled in any jurisdiction in which any lawsuit, proceeding, arbitration, or other dispute resolution process (a “ Proceeding”) may at any time be commenced with respect to this Guaranty, to claim for itself or its revenues, assets or properties any immunity from any such Proceeding, the jurisdiction of any court, attachment prior to judgement, attachment in aid of execution of a judgment, set-off, execution of a judgement or any other legal process, and to the extent th at in any such jurisdiction there may be attributed such immunity (whether or not claimed), Guarantor irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. [Remainder of Page Intentionally Left Blank]
[Signature Pages Follow]
1M - Page 156

Signature Page
Palm Springs Plaza – HTC Guaranty

COUNTERPART SIGNATURE PAGE

GUARANTY
IN WITNESS WHEREOF, the undersigned Guarantor have caused this Guaranty to be duly executed as of the date first above written.

CITY OF PALM SPRINGS, a charter city,
organized and existing in the County of Riverside,
under and by virtue of the laws of the State of
California

By: ______________________________
Name:

Title:

4372240.4
1M - Page 157

ATTACHMENT H

1M - Page 158
1 ESTOPPEL CERTIFICATE AND AGREEMENT
60207841.1

ESTOPPEL CERTIFICATE AND AGREEMENT

This Estoppel Certificate and Agreement (“Agreement”) is dated as of September __, 2025, and executed by Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corporation (“Foundation”) and The City of Palm Springs, a California charter city and municipal corporation (the “City”) with respect to the following facts:

A. The City owns that certain building commonly known as the “Palm Springs Plaza Theatre” located at 128 South Palm Canyon Drive, Palm Springs, California (“Plaza Theatre”), together with the land on which the Plaza Theatre is located (“Land” and together with the Plaza Theatre, the “Property”);

B. WHEREAS, prior to the date hereof, the City and Foundation entered into that certain Memorandum of Understanding (“MOU”), dated November 8, 2022 pursuant to which the City and the Foundation agreed, among other things, to certain responsibilities relating to fundraising for the rehabilitation of the Plaza Theatre;

C. WHEREAS, prior to the date hereof, the City and Foundation entered into that certain Agreement for Management, Operation and Entertainment Production Services for the Historic Plaza Theatre, dated July 24, 2023 (the “Operation Agreement”), pursuant to which the City and Foundation agreed, among other things, to certain responsibilities regarding the management, operation and entertainment production services for the Property;

D. WHEREAS, prior to the date hereof, the City and the Foundation entered into that certain Funding and Repayment Agreement, dated September 12, 2024 (the “Funding Agreement”), pursuant to which the City and Foundation agreed, among other things, to certain responsibilities regarding gap funding for rehabilitation of the Plaza Theater;

E. WHEREAS, following execution of the MOU, the Operation Agreement, the Management Agreement, and the Funding Agreement, the City determined it to be in the best interest of the Property and its rehabilitation to enter into that certain Ground Lease with Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company (“HTC Landlord”), dated ______________, 2025, (“City Lease”) pursuant to which the City, as ground lessor, ground leased the Property to HTC Landlord, as ground lessee;

F. WHEREAS, HTC Landlord and Palm Springs Plaza Theatre Master Tenant, LLC, a California limited liability company (“HTC Tenant”), have entered into into that certain HTC Lease Agreement dated ____________, 2025 (“HTC Lease”) for the sublease of the Property;

G. WHEREAS, HTC Tenant and the Foundation have entered into that certain Sub- Sublease, dated _________, 2025 (“Sublease”) for the sub-sublease of the Property;

H. WHEREAS, the Sublease contains, (i) the obligation of the Foundation to use the Plaza Theatre for Entertainment Presentations (as defined in the Management Agreement), (i) the obligation to allow for City Use (as defined in the Management Agreement) of the Plaza Theatre, (iii) the obligation to submit the Annual Schedule of Entertainment Presentations (as defined in the Management Agreement) to the City for review and comment, and (iv) the right to issue certain Naming Rights Opportunities (as defined in the MOU) subject to certain City consent rights thereunder, among other principal rights and obligations originally contained in the Management Agreement and/or the MOU;

1M - Page 159
2 ESTOPPEL CERTIFICATE AND AGREEMENT
60207841.1
I. WHEREAS, the City expects to receive certain payments and other benefits as a result of entering into the City Lease, and as a result of the HTC Lease and the Foundation’s performance under the Sublease;

NOW, THEREFORE, the parties hereby certify, represent, warranty and agree as follows:

1. The parties certify that there is no current default or event of default (however defined) under the MOU, the Management Agreement or the Funding Agreement.

2. The City hereby agrees that the Foundation’s performance and satisfaction of its obligations under the Sublease during its term shall be deemed performance and satisfaction of its obligations under the MOU and the Management Agreement.

3. Foundation agrees to timely provide to the City for review and/or approval under the Sublease (or otherwise) those items that require City review and/or approval under the MOU, the Management Agreement and the Funding Agreement.

4. The City hereby agrees that (i) receipt of any amounts in connection with the City Lease, including without limitation, rent thereunder, and (ii) payment by the Foundation of property taxes and assessments related to the Property under the Sublease, shall each be credited towards amounts due to the City under the Funding Agreement.

5. The Foundation hereby agrees that all remaining amounts owed by the City to the Foundation under Article I(viii) of the MOU shall be satisfied by receipt of its $[2,389,695] development fee under that certain Development Services Agreement, by and among HTC Landlord, the City and the Foundation, dated on or about the date hereof.

6. This Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by PDF or other electronic imaging means shall be effective as delivery of a manually executed counterparty of this Agreement.

(Remainder of page intentionally left blank)
1M - Page 160
S-1

ESTOPPEL CERTIFICATE AND AGREEMENT
60207841.1

IN WITNESS WHEREOF, City and Foundation executed this Agreement as of the date first hereinabove written.

CITY:

City of Palm Springs,
a charter city, organized and existing in the County
of Riverside,
under and by virtue of the laws of the State of
California

By:
___________________________________

ATTEST:

By:

Brenda Pree, City Clerk

APPROVED AS TO FORM:

By:

Jeffrey Ballinger, City Attorney

FOUNDATION:

Palm Springs Plaza Theatre Foundation,
a California nonprofit public benefit corporation

By:

Jon Roberts, Chief Executive Officer

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ATTACHMENT I
1M - Page 162
Palm Springs Plaza
HTC Tenant Operating Agreement
_________________________

PALM SPRINGS PLAZA THEATRE MASTER TENANT, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

AMENDED AND RESTATED OPERATING AGREEMENT
_________________________
DATED AS OF OCTOBER [15], 2025
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Palm Springs Plaza
HTC Tenant Operating Agreement

PALM SPRINGS PLAZA THEATRE MASTER TENANT, LLC

AMENDED AND RESTATED OPERATING AGREEMENT
This Amended and Restated Operating Agreement (this “Agreement”) is made and entered into as of [______], 2025 (the “ Effective Date ”) by and between PALM SPRINGS PLAZA THEATRE MANAGING MEMBER, LLC, a California limited liability company (the “Managing Member”), and STETSON INVESTMENTS FUND LLC, a Dela ware limited liability company (the “Investor Member”).

RECITALS
WHEREAS, Palm Springs Plaza Theatre Master Tenant, LLC (the “ Company”) was formed in accordance with the Act (as hereinafter defined) as more particularly described in Article I herein; and
WHEREAS, on June 16, 2025, Managing Member entered into that certain Operating Agreement of the Company as its sole member (the “Original Agreement”).

WHEREAS, Palm Springs Plaza Theatre Landlord, LLC, a California limited liability company (together with any successor thereto, the “ HTC Landlord”), has a leasehold interest in the real estate and improvements located at 128 S. Palm Canyon Dr., Palm Springs, California 92262, and commonly known as the Plaza Theatre (the “ Building”) as well as certain other improvements, and the tract(s) of land upon which the Building is located (collectively, the “Land” and, together with the Building, the “Property”); and
WHEREAS, the HTC Landlord is rehabilitating the Building into a theater in a manner that will qualify for Historic Tax Credits (as hereinafter defined) (the “Project”); and WHEREAS, the Investor Member intends to make an investment in one or more installments in the Company;
WHEREAS, the Company has been formed to lease the Property, including the rehabilitated Building, from the HTC Landlord pursuant to the terms of that certain HTC Lease of 1M - Page 164

Palm Springs Plaza
HTC Tenant Operating Agreement
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even date herewith between the HTC Landlord, as landlord, and the Company, as tenant (the “HTC Lease”), for a term of nineteen (19) years, and to hold, maintain, operate, and sell or otherwise dispose of its Leasehold Interest in the Property; and
WHEREAS, pursuant to the HTC Lease, the HTC Landlord will elect under Section 50(d) of the Internal Revenue Code to pass -through to the Company the Historic Tax Credits to which the HTC Landlord is otherwise entitled as a result of the rehabilitation of the Building; and WHEREAS, the parties hereto now desire to enter into this Agreement to (i) admit Stetson Investments Fund LLC, as the Investor Member of the Company; (ii) appoint Palm Springs Plaza Theatre Managing Member, LLC as the Managing Member of the Company; (iii) assign Interests in the Company; (iv) amend and restate the Original Agreement in its entirety; and (v) set forth all of the provisions governing the Company.

NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree to continue the Company pursuant to the Act, as set forth in this Agreement, which reads in its entirety as follows:
1M - Page 165

Table of Contents

Page
Palm Springs Plaza
HTC Tenant Operating Agreement
i
ARTICLE 1. FORMATION & RELATED MATTERS .................................................................1

1.01 Formation .................................................................................................................1

1.02 Name ........................................................................................................................1

1.03 Principal Executive Offices; Agent for Service of Process .....................................1

1.04 Term .........................................................................................................................1

1.05 Filings ......................................................................................................................1

1.06 Title to the Property .................................................................................................1

1.07 Admission of Members ............................................................................................1 ARTICLE 2. DEFINED TERMS ....................................................................................................2 ARTICLE 3. PURPOSE AND BUSINESS OF THE Company ...................................................28

3.01 Purpose of the Company ........................................................................................28

3.02 Authority of the Company .....................................................................................28 ARTICLE 4. REPRESENTATIONS, WARRANTIES AND COVENANTS; DUTIES AND OBLIGATIONS .............................................................................................................................29

4.01 Representations, Warranties and Covenants Relating to the Property and the Company ................................................................................................................29

4.02 Duties and Obligations Relating to the Property and the Company ......................36 ARTICLE 5. MEMBERS, Company INTERESTS AND CAPITAL ...........................................44

5.01 Members, Managing Member, Capital Contributions and Company Interests .....44

5.02 Return of Capital Contributions .............................................................................46

5.03 Adjustments to Investor Member Capital Contributions .......................................47

5.04 Withholding of Capital Contribution Upon Default ..............................................49

5.05 Subordinated Loans ...............................................................................................49 ARTICLE 6. CHANGES IN MANAGING MEMBER ................................................................51

6.01 Resignation of a Managing Member ......................................................................51

6.02 Admission and Appointment of a Successor or Additional Managing Member ...51

6.03 Effect of Bankruptcy, Death, Withdrawal, Dissolution or Incompetence of a Managing Member .................................................................................................52 ARTICLE 7. ASSIGNMENT TO THE Company ........................................................................54 ARTICLE 8. RIGHTS, OBLIGATIONS AND POWERS OF THE MANAGING MEMBER ...55

8.01 Management of the Company ................................................................................55

8.02 Limitations Upon the Authority of the Managing Member ...................................55

8.03 Management Purposes; Fiduciary Duty .................................................................59

8.04 Delegation of Authority .........................................................................................60

8.05 Developer Entity Dealings with the Company ......................................................60

8.06 Other Activities ......................................................................................................60

8.07 Liability for Acts and Omissions ...........................................................................61

8.08 Company Taxable as Partnership ...........................................................................63

8.09 Excess Development Costs, Operating Deficits ....................................................63

8.10 Net Interim Income ................................................................................................63 1M - Page 166
Table of Contents (continued)

Page
Palm Springs Plaza
HTC Tenant Operating Agreement
ii

8.11 Withholding of Fee Payments ................................................................................64

8.12 Removal of the Managing Member .......................................................................64

8.13 Reserves .................................................................................................................68

8.14 Property Manager ...................................................................................................68

8.15 Termination of Property Management Agreement ................................................69

8.16 Loans to the Company ...........................................................................................70

8.17 Operating Budget and Capital Budget ...................................................................70

8.18 Investor Member’s Rights Following a Manager Breach ......................................70 ARTICLE 9. TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS OF INTERESTS OF INVESTOR MEMBER .................................................................................................................71

9.01 Purchase for Investment .........................................................................................71

9.02 Restrictions on Transfer of Investor Member’s Interest ........................................72

9.03 Admission of Substitute Investor Member ............................................................72

9.04 Rights of Assignee of Company Interest ...............................................................74 ARTICLE 10. RIGHTS AND OBLIGATIONS OF INVESTOR MEMBER ..............................75

10.01 Management of the Company ................................................................................75

10.02 Limitation on Liability of Investor Member ..........................................................75

10.03 Other Activities ......................................................................................................75 ARTICLE 11. Profits, Losses, DISTRIBUTIONS ........................................................................76

11.01 Allocation of Profits, Losses, Credits and Cash Distributions ...............................76

11.02 Determination of Profits or Losses ........................................................................77

11.03 Allocation of Profits or Losses from a Capital Transaction ..................................77

11.04 Distribution of Proceeds from a Capital Transaction ............................................78

11.05 Capital Accounts ....................................................................................................79

11.06 Authority of Managing Member to Vary Allocations to Preserve and Protect Members’ Intent .....................................................................................................80

11.07 Designation of Partnership Representative ............................................................80

11.08 Authority of Partnership Representative ................................................................82

11.09 Expenses of Partnership Representative ................................................................86

11.10 Special Allocations ................................................................................................86 ARTICLE 12. SALE, DISSOLUTION AND LIQUIDATION ....................................................88

12.01 Dissolution of the Company ..................................................................................88

12.02 Winding Up and Distribution .................................................................................88 ARTICLE 13. BOOKS AND RECORDS, ACCOUNTING TAX ELECTIONS, ETC. ..............90

13.01 Books and Records; Accounting Method ..............................................................90

13.02 Bank Accounts .......................................................................................................90

13.03 Accountants............................................................................................................90

13.04 Reports to Members ...............................................................................................91

13.05 Section 754 Elections .............................................................................................92

13.06 Company Fiscal Year .............................................................................................92

13.07 Investor Member Inspection ..................................................................................92 1M - Page 167
Table of Contents (continued)

Page
Palm Springs Plaza
HTC Tenant Operating Agreement
iii

13.08 Communications ....................................................................................................92 ARTICLE 14. .................................................................................................................................93

14.01 Option 93

14.02 Optional Capital Contribution................................................................................94 ARTICLE 15. AMENDMENTS ...................................................................................................94

15.01 Proposal and Adoption of Amendments ................................................................94 ARTICLE 16. CONSENTS, VOTING AND MEETINGS ...........................................................95

16.01 Method of Giving Consent.....................................................................................95

16.02 Submissions to Investor Member...........................................................................95 ARTICLE 17. GENERAL PROVISIONS ....................................................................................96

17.01 Burden and Benefit ................................................................................................96

17.02 Applicable Law ......................................................................................................96

17.03 Counterparts ...........................................................................................................96

17.04 Separability of Provisions ......................................................................................96

17.05 Entire Agreement ...................................................................................................96

17.06 Liability of the Investor Member ...........................................................................96

17.07 Notices ...................................................................................................................97

17.08 Legal Fees ..............................................................................................................98

17.09 Rights and Remedies..............................................................................................98

17.10 Survival of Obligations ........................................................................................100 1M - Page 168

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Palm Springs Plaza
HTC Tenant Operating Agreement

FORMATION & RELATED MATTERS
Formation. On June 16, 2025, an individual as authorized person executed the Articles pursuant to the Act for the formation of the Company, which Articles were subsequently filed in the O ffice of the Secretary of State of the Formation S tate (as hereinafter defined) on June 16, 2025, pursuant to said Act. The Members hereby continue the Company as a limited liability company under the Act. This Agreement amends, restates and supersedes the Original Agreement in its entirety. The Managing Member and the Investor Member, constituting all of the Members (as hereinafter defined) of the Company, hereby enter into this Agreement to govern the Company and continue the Company as a limited liability company under the Act (as hereinafter defined). The Managing Member has filed, or shall cause to be filed with the Office of the Secretary of State of the Formation State, any amendments to the Articles as may be required under the Act.

Name. T he name of the Company is Palm Springs Plaza Theatre Master Tenant, LLC.

Principal Executive Offices; Agent for Service of Process. The principa l executive office of the Company shall be 3200 Tahquitz Canyon Way, Palm Springs, California 92263- 2743. The Company may change the location of its principal executive office to such other place or places as may hereafter be determined by the Managing Me mber. The Managing Member shall promptly notify all other Members of any change in the principal office. The Company may maintain such other offices at such other place or places as the Managing Member may from time to time deem advisable.

The name and address of the Agent for service of process is Brenda Pree, 3200 E. Tahquitz Canyon Way, Palm Springs, California 92263-2743.

Term. The term of the Company commenced upon the filing of the Articles and shall continue until Company is dissolved by law or in accordance with the provisions of this Agreement.

Filings. The Managing Member shall take all necessary action required by law to perfect and maintain the Company as a limited liability company under the laws of the Formation State and shall register the Company under any assumed or fictitious name statute or similar law in force and effect in the State or the Formation State, as required.

Title to the Property. Legal leasehold title to the Property shall be in the name of the Company, and no Member, individually, shall have any ownership of such leasehold interest in and to the Property.

Admission of Members. As of the Admission Date, the Investor Member is hereby admitted as the sole investor member.
1M - Page 169

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Palm Springs Plaza
HTC Tenant Operating Agreement

DEFINED TERMS
In addition to the defined terms set forth in the Recitals to this Agreement, the following defined terms used in this Agreement shall have the meanings specified below:
“50(d) Income ” means any income required to be reported by the Investor Member pursuant to the provisions of former Section 48(d)(5) of the Code, as incorporated by reference in current Section 50(d)(5) of the Code and Treasury Regulation Section 1.50- 1 (including any successor or replacement Treasury Regulations or other law). “Accountants” means Novogradac & Company, LLP or such other firm of independent certified public accountants as may be engaged by the Managing Member with the Consent of the Investor Member.
“Act” means the California Revised Uniform Limited Liability Company Act, as the same may be amended from time to time during the term of the Company. “Actual Historic Tax Credits” means, for a particular year or in the aggregate, as the context may require, the total amount of Historic Tax Credits properly passed through or allocated to the Company by the HTC Landlord and properly allocable to the Investor Member under the terms of this Agreement and not subject to limitation or deferral under Section 49 of the Code, all as subsequently adjusted, if applicable, as otherwise provided for herein. Such amount shall not include Historic Tax Credits generated in connection with the QREs incurred after t he Cut-Off Date.

“Adjusted Operating Expenses” means the amount of Operating Expenses paid within the period being tested modified as follows: with respect to any expense that relates to a period longer than a month (for example an expense paid annually for a service provided throughout an annual period or taxes and insurance paid in arrears for a particular period), such expense shall be treated as paid ratably over each month to which the expense relates (for example, for an expense pai d once annually, one twelfth of the expense would be treated as paid for each month).

“Adjusted Operating Income” means the amount of Operating Income received within the period being tested modified as follows: (1) the amount of any reserves released during the period at issue will be excluded from such Operating Income and (2) with respect to any Operating Income that relates to a period that extends beyond the period being tested, such Operating Income shall be treated as received ratably over each mont h to which the Operating Income relates (for 1M - Page 170

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Palm Springs Plaza
HTC Tenant Operating Agreement
example, for a prepaid lease with an annual term, one -twelfth of the income would be treated as earned each month).

“Adjustment Year” shall have the meaning set forth in Section 6225(d) of the Code.

“Admission Date” means the date upon which this Agreement is executed and delivered by all Members.

“Adverse Change of Law” means (i) amendments to the Code; (ii) any amendment to the Treasury Regulations promulgated under the Code; or (iii) the promulgation of any new Treasury Regulations after the date of this Agreement, that results or is reasonably like to result, directly or indirectly, in a material adverse effect on the Investor Member, the Company, the Project, or the Historic Tax Credits.

“Affiliate” means, with respect to a specified Person, (i) any Person directly or indirectly controlling, controlled by or under common control with the Person specified, (ii) any Person owning or controlling 10% or more of the outstanding voting securities or beneficial i nterests of the Person specified, (iii) any officer, director, partner, trustee or member of the immediate family of the Person specified, (iv) if the Person specified is an officer, director, general partner, manager, managing member or trustee, any corporation, partnership, limited liability company, or trust for which that Person acts in that capacity, or (v) any Person who is an officer, director, general partner, manager, managing member, trustee or holder of 10% or more of outstanding voting securities or beneficial interests of any Person described in clauses (i) through (iv). The term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Notwithstanding the foregoing, the Investor Member shall not be deemed an Affiliate of any Developer Entity and vice-versa.

“Affiliate Transferee” has the meaning set forth in Section 9.02(a). “After-Tax Basis” means, with respect to any payment to be received by the Investor Member, the amount of such payment supplemented by a further payment or payments so that, after deducting from such payments the amount of all Taxes imposed on the Investor Member by any Governmental Authority or other taxing authority with respect to such payments, the balance of such payments shall be equal to the original payment to be received; provided, however, that for the purposes of this definition, and for purposes of any payment to be made to the Investor Member on an After-Tax Basis, it shall be assumed that Taxes are payable by the Investor Member at the Applicable Tax Rate.
“Aggregate Expected Capital Contribution” has the meaning set forth in Section 5.01(c). 1M - Page 171

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Palm Springs Plaza
HTC Tenant Operating Agreement
“Agreement” means this Amended and Restated Operating Agreement, as amended from time to time.
“Allocation Regulations ” means the Treasury Regulations promulgated under Sections 704(b) and 752 of the Code, as the same may be amended or restated from time to time.

In the event that the Allocation Regulations are amended or restated subsequent to the Admission Date, references herein to sections or paragraphs of the Allocation Regulations shall be deemed to be references to the applicable sections or paragraphs of the Allocation Regulations as then in effect.
“Applicable Laws” means any provision of any federal, state, municipal or local laws, ordinances, rules, regulations, requirements, including, without limitation, Environmental Laws, or any order, judgment, decree, determination, or award of any court binding on the Company or any Developer Entity, or their assets including the Property. For avoidance of doubt, any provision in this Agreement requiring compliance with “Applicable Laws” shall not be deemed to have been violated by an IRS challenge to the income tax treatment and tax structure of the Investor Member’s membership interest in the Company.
“Applicable Securities Laws” has the meaning set forth in Section 4.01(a)(viii). “Applicable Tax Rate” means the combined effective federal, state, and local income tax rate of a taxpayer applicable in any given Company Fiscal Year assuming in each case the maximum tax rate applicable to the taxpayer without regard to actual taxable income, which rate will be determined by Investor Member.
“Approved Loan Documents” has the meaning set forth in the HTC Lease. “Architect” means Architectural Resources Group, or such other firm as may be engaged by the HTC Landlord with the Consent of the Investor Member to provide architectural services in connection with the Rehabilitation.
1M - Page 172

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Palm Springs Plaza
HTC Tenant Operating Agreement
“Architect’s Closing Certificate ” means the certificate executed by the Architect in the form attached hereto as Exhibit D.
“Architect’s Installment Certificate” means the certificate executed by the Architect in the form attached hereto as Exhibit F.
“Articles” means the Articles of Organization of the Company, or any articles of organization or any other instrument or docume nt which is required under the laws of the Formation State to perfect or maintain the Company as a limited liability company under the laws of the Formation State, to effect the admission, withdrawal or substitution of any Member of the Company, or to protect the limited liability of the Investor Member under the laws of the Formation State.
“Asset Management Fee” means a $[54,000] fee payable to National Trust Community Investment Corporation for asset management services, payable in advance on the Admissi on Date, which shall be deemed earned as follows: $[4,000] on the Admission Date, and $10,000 on each January 1 thereafter through January 1, 2030.
“Bad Acts” means gross negligence, malfeasance, willful misconduct, fraud or any breach of fiduciary duty, including the duty of loyalty and the duty of care, by the Managing Member or any other Developer Entity.
“Bankruptcy” or “Bankrupt” as to any Person means the filing of a petition for relief as to any such Person as debtor or bankrupt under the Bankruptcy Code of 1978, as amended, or like provision of law (except if such petition is contested by such Person and has been dismissed within sixty (60) days); insolvency of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of its assets; commencement of any proceedings relating to such Person under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided, that if such proceeding is commenced by another, such Person indicates its approval of such proc eeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within sixty (60) days. 1M - Page 173

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Palm Springs Plaza
HTC Tenant Operating Agreement
“Bankruptcy Code” has the meaning set forth in Section 6.03(f). “Budget” has the meaning set forth in Section 8.16.
“Building” has the meaning set forth in the Recitals.
“Business Day” means a day during which commercial banks in the State of California are open for business of the nature required for the implementation or administration of this Agreement.
“Capital Account” means the capital account of a Member as described in Section 11.05. “Capital Contribution” means with respect to any Member the total amount of money or the fair market value of other property (net of liabilities thereon) contributed or agreed to be contributed, as the context requires, to the Company by such Member pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by a predecessor holder of the Interest of such Member. “Capital Transaction” means (i) a sale, assignment, or other disposition of Company assets other than in the ordinary course of its business; (ii) a contribution, borrowing or refinancing; (iii) a casualty (where the proceeds are not to be used for reconstruction), condemnation or similar event of any part of the Leasehold Interest, where the gross proceeds from such event exceed $50,000; (iv) the termination of the HTC Lease prior to the expiration of its term; (v) a title defect giving rise to payments to the Company under the Title Policy; (vi) any of the foregoing that occurs in connection with the HTC Landlord but only to the extent of the Company’s share, if any, of any distributions, fees, loan repayments, or other amounts arising therefrom, or (vii) any other transaction generating cash proceeds to the Company that are not includable in determining Net Cash Flow.
“Certification Application” means for the Property, the Part 1, Part 2, and Part 3 of the Historic Preservation Certification Application, and any amendments thereto, provided for in Title 36 of the Code of Federal Regulations, Part 67.
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Palm Springs Plaza
HTC Tenant Operating Agreement
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision or provisions of prior or succeeding law. “Commercial Sublease” means the Theater Sublease and any other lease or sublease or other agreement for the use or occupancy of any portion of the Leasehold Interest other than as a “dwelling unit” as that term is defined in Section 168(e)(2) of the Code. “Company” has the meaning set forth in the Recitals.
“Company Adjustment” means any adjustment to any item of income, gain, loss, deduction, or credit of the Company, or any Member’s distributive share thereof, in either case as described in any applicable Treasury Regulations or other guidance prescribed by the IRS. “Company Fiscal Year” means the fiscal and tax year of the Investor Member as provided in Section 13.06.
“Consent” means the prior unanimous written consent or approval of one or more Members, as the context may require, to do the act or thing for which the consent or approval is solicited. Any Consent of the Investor Member may be provided or withheld in the Investor Member’s sole discretion.
“Construction Consultant” has the meaning set forth in the HTC Lease. “Construction Contract” has the meaning set forth in the HTC Lease. “Contractor” has the meaning set forth in the HTC Lease. 1M - Page 175

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HTC Tenant Operating Agreement
“Controlling Interest” means (i) the power to direct the management of any Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise or (ii) the ownership of 25% or more of the interests in any Person. The Election, withdrawal, and replacement of individual members of the management board of director of the Managing Member in accordance with the Managing Member Operating Agreement shall not be deemed a change in Controlling Interest of the Managing Member.
“Costs of Challenge” has the meaning set forth in Section 17.09(d). “Counsel” or “Counsel for the Company” means such attorneys or law firm or firms upon which the Investor Member and the Managing Member shall agree; provided, however, that if any section of this Agreement either (i) designates particular counsel for the purpose described therein, or (ii) provides that counsel for the purpose described therein shall be chosen by another method or by another Person, then such designation or provision shall prevail over this general definition. “Credit Adjustment” has the meaning set forth in Section 5.03(a)(ii). “Credit Commencement Date” means the date on which the improvements to the Building (or any portion thereof) funded with QREs arising from the Rehabilitation of the Building achieve Placement in Service for federal income tax purposes and the applicable portion of the Rehabilitation otherwise is eligible for the Historic Tax Credit (other than the subsequent issuance of the Part 3 Approval). Solely for purposes of Section 5.03(b), for the Credit Commencement Date to have occurred in a particular taxable year, the Investor Member must have received all reports and tax returns, including, without limitation, Schedule K-1, necessary to claim the Historic Tax Credits in question on or before August 15 of the following taxable year. “Credit Determination” has the meaning set forth in Section 5.03(a)(i). “Credit Recovery Adjustment ” means any amounts deemed to be a Credit Recovery Adjustment hereunder.
“Credit/Capital Ratio” means $0.83.
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“Critical Event” has the meaning set forth in Section 8.07(c). “Cut-Off Date” means [December 31, 2026].
“Damages Payment” has the meaning set forth in Section 8.07(c). “Deferred Credit Date” means the date a Deferred Credit could have been claimed but for the application of Section 49 of the Code.
“Deferred Credits” means any Historic Tax Credits that are properly allocated to the Investor Member but cannot be actually claimed by Investor Member as of the Deferred Credit Date as a result of Section 49 of the Code.
“Delay Amount” has the meaning set forth in Section 5.03(b). “Delayed Credits” means any Historic Tax Credit that is not available to be claimed by Investor Member as of the Outside Delivery Date for any reason including a delay in the Credit Commencement Date or an Adverse Change of Law. In the case of any Historic Tax Credits claimed ratably pursuant to Section 47(a) of the Code, “Delayed Credits” shall include the aggregate amount of such Historic Tax Credits.
“Depreciation” means, for each Company Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Company Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Company Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal incom e tax depreciation, amortization, or other cost recovery deduction for such Company Fiscal Year or other period bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beg inning of such Company Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.
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“Designated Individual” means the person appointed by the Partnership Representative to be the “designated individual” with the sole authority to bind the Partnership Representative pursuant to the Revised Partnership Audit Rules.
“Designated Prime Rate” means the prime commercial rate of interest as published from time to time in The Wall Street Journal, or such other source as the parties may agree, adjusted as such rate adjusts.
“Developer” has the meaning set forth in the HTC Lease
“Developer Entity” has the meaning set forth in the HTC Lease. “Development Agreement” has the meaning set forth in the HTC Lease. “Development Fee” has the meaning set forth in the HTC Lease. “Disbursement Deliverables” has the meaning set forth in Exhibit E. “Draft Cost Certification” means a draft version of the Final Cost Certification. “Election” means the election by the HTC Landlord to pass through Historic Tax Credits relating to the Building to the Company pursuant to the provisions of Section 50(d) of the Code and Section 1.48-4 of the Treasury Regulations.
“Environmental Laws has the meaning set forth in the HTC Lease. 1M - Page 178

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“Environmental Reports” has the meaning set forth in the HTC Lease. “Excluded Event ” means (a) any direct or indirect sale, transfer, conversion or other disposition or deemed disposition of the Interests of Investor Member in the Company, or any direct or indirect interest therein, or redemption or repurchase of any such direct or indirect interest, other than following the occurrence of a Critical Event, or (b) any Final Determination (unless such Final Determinatio n is the result of a Manager Breach) that any of the transactions or the Interests or the transactional structures contemplated by this Agreement lack economic substance or a valid business purpose or are otherwise properly recharacterized for federal income tax purposes, and, as a result of any of the foregoing set forth in this clause (b), all or any portion of such transactions or the Interests or the transactional structures are disregarded or recharacterized for federal income tax purposes.
“Final Completion” means the date upon which the Company and the Investor Member have received from the HTC Landlord evidence of each of the following: (i) Substantial Completion; (ii) final lien-free completion of the Rehabilitation (or the bonding over of any suc h liens in a manner acceptable to Investor Member in its sole discretion) with no outstanding punch list items and receipt of each of the following: (A) the Application and Certificate for Payment (AIA G702) covering 100% of the contract sum, certified by the Architect; (B) General Contractor’s Affidavit of Payment and Debts and Claims (AIA G706) from each contractor; (C) General Contractor’s Affidavit of Release of Liens (AIA G706A) from each contractor; and (D) final unconditional lien waivers; (iii) [Reserved]; (iv) receipt of any capital contribution required to be made by the Managing Member to the HTC Landlord; and (v) a project report from the Construction Consultant (at the expense of the Company) certifying as to achievement of Final Completion, each to the reasonable satisfaction of the Investor Member. “Final Cost Certification” has the meaning set forth in the HTC Lease. “Final Determination ” means the earliest to occur of (i) the date on which a decision, judgment, decree or other order has been issued by any court of competent jurisdiction, which decision, judgment, decree or other order has become final (i.e., all allowable appeals requested by the parties to the action have been exhausted or the deadline for filing any appeal has passed), (ii) the date on which the IRS (or, if applicable, any state or local taxing authority) has entered into a binding agreement with the Company with respect to such issue or on which the IRS (or such state or local taxing authority) has reached a final administrative or judicial determination with respect to such issue which, whether by law or agreement, is not subject to appeal, (iii) the date on which the time for instituting a claim for refund has expired, or if a claim was filed the time for instituting suit with respect thereto has expired with no such suit having been filed, or (iv) the date 1M - Page 179

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on which the applicable statute of limitations for raising an issue regarding a federal (or, if applicable, a state or local) income tax matter with respect to the Company has expired with such issue not having been raised.
“First Installment” has the meaning set forth in Schedule B-1. “Fixed Contribution” means 75% of the Aggregate Expected Capital Contribution. “Flip Date” means the earlier to occur of (a) the date immed iately following the last to occur of (i) the end of the Recapture Period, (ii) the date on which cash distributions to the Investor Member under Sections 11.01(a)[__] and [__] [these would be the priority return and excess cash flow sections] meet or exceed the Target Return together with any outstanding amounts owed to the Investor Member pursuant to the terms of this Agreement, plus all interest due and owing thereon, (iii) the date on which all Unpaid Credit Recovery Adjustments, Subordinated Loans, Priority Return, Special Tax Distributions, Damages Payments and any other amounts due and owing to Investor Member have been paid to Investor Member in full together with any interest thereon; and (iv) the date on which the Development Fee has been paid in full and reasonably satisfactory evidence thereof has been provided to Investor Member; provided, however, that the Flip Date shall be deemed not to have occurred at any time that there exists any outstanding defaults under the Project Documents or an uncured Manager Breach or (b) the date on which the Damages Payment has been paid in full to Investor Member. For purposes of this definition, Priority Return and Special Tax Distribution amounts due and owing shall include current amounts (pro-rated for partial years) through and including the date of calculation. “Formation State” means the State of California.
“Former Member” means any Person who was a Reviewed Year Member but does not hold an interest in the Company at any time during the Adjustment Year. “GAAP” has the meaning set forth in Section 13.01.
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“Governmental Authority” means every governmental and quasi -governmental body or agency having jurisdiction over HTC Landlord, the Company, the Property and the Project. “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
(i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company;
(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managing Member, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (c) the liquidation of the Company within the meaning of Section

1.704-1(b)(2)(ii)(g) of the Treasury Regulations; provided, however, that the adjustments pursuant to clauses (a) and (b) above shall be made only if the Managing Member reasonably det ermines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;
(iii) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution; and (iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that suc h adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704- 1(b)(2)(iv)(m) of the Treasury Regulations and Section 11.05 hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (iv ) to the extent the Managing Member determines that an adjustment pursuant to clause (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section (i), (ii) or (iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits or Losses. “Ground Lease” has the meaning set forth in the HTC Lease. 1M - Page 181

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“Ground Lease Estoppel Certificate” has the meaning set forth in Schedule B-2. “Guarantor” has the meaning set forth in the HTC Lease. “Guaranty” has the meaning set forth in the HTC Lease.
“Hazardous Substance” has the meaning set forth in the HTC Lease. “Historic Tax Credits” has the meaning set forth in the HTC Lease. “HTC Landlord” has the meaning set forth in the Recitals. “HTC Landlord Interest ” means the Company’s membership interest in HTC Landlord held pursuant to the terms of the HTC Landlord Operating Agreement. “HTC Landlord Operating Agreement ” means that certain [Amended and Restated Operating Agreement] of the HTC Landlord dated as of the date hereof. “HTC Lease” has the meaning set forth in the Recitals.
“HTC Lease Payment ” means any rent, additional rent or other sums payable by the Company pursuant to the HTC Lease.
“Imputed Underpayment” shall have the meaning set forth in Section 6225 of the Code. 1M - Page 182

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“Initial Closing” means the date of the funding of the First Installment. Initial Closing is expected to occur on the date hereof.
“Initial Operating Period ” means the period commencing on the Admission Date and ending six months following the end of the Recapture Period. “Installment(s)” means, as the context requires, one or more of the installments of the Investor Member’s Capital Contribution or the Managing Member’s Capital Contribution paid or payable to the Company pursuant to Section 5.01 and Schedule B -1 through Schedule B-3, or as otherwise provided herein.
“Interest” or “Company Interest ” means the ownership interest of a Member of the Company at any particular time, including the right of such Member to any and all benefits to which such Member may be entitled as a Member of the Company as provided in this Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and of said Act. Such Interest of each Member shall, except as otherwise specifically provided herein, be that percentage of the aggregate of such benefit or obligation specified by Section 5.01 as such Member’s Percentage Interest. In the case of a non - member manager of the Company, the term “Interest” means all rights and obligations of such Person with respect to the Company in such Person’s capacity as a manager of the Company. “Investor Member” means Stetson Investments Fund LLC, a Delaware limited liability company, and its successors and assigns, and in the event of more than one Investor Member, Investor Member means, collectively, all such Investor Members. “Investor Member Put” has the meaning set forth in Section 14.01(a). “Investor Member Put Closing Date” has the meaning set forth in Section 14.01(c). “Investor Member Put Option Commencement Date” has the meaning set forth in Section

14.01(a).
“Investor Member Put Price” has the meaning set forth in Section 14.01(b). “IRS” means the Internal Revenue Service.
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“Land” has the meaning set forth in the Recitals.
“Leasehold Interest” means the Company’s interest in the Property under the HTC Lease. “Leasehold Lender” means any lender of a Leasehold Loan, in such Person’s capacity as such, or its successor and assigns in such capacity.
“Leasehold Loan ” means any loan to the Company, including any loan secured by a Leasehold Mortgage, but excluding any loan made by a Developer Entity. “Leasehold Mortgage” means any mortgage or deed of trust granted by the Company and secured in whole or in part by the Leasehold Interest.
“Lender’s Estoppel Certificate” has the meaning set forth in Section 5.01(c)(ii). “Lender” has the meaning set forth in the HTC Lease.
“Liquidator” means the Managing Member or, if there are none at the time in question, such other Person who may be appointed in accordance with applicable law and who shall be responsible for taking all action necessary or appropriate to wind up the affairs of, and distribute the assets of, the Company upon its dissolution.
“Liquor License” has the meaning set forth in Section 4.02(b)(x) “Management Rights” means all rights and privileges hereunder of the Managing Member to control or manage the Company, including, without limitation, the Managing Member’s authority to bind the Company; provided that Management Rights shall not include any obligations or liabilities of Managing Member hereunder.
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“Manager Breach ” means (i) Bad Acts; (ii) material breach of or default under this Agreement or any other Operating Document by the Managing Member or any other Developer Entity, or (iii) material breach of any of the representations, warranties, or covenants by Managing Member or any other Developer Entity in the Operating Documents. “Managing Member ” means Palm Springs Plaza Theatre Managing Member, LLC, a California limited liability company, and it s successor(s) pursuant to this Agreement, including particularly the provisions of Sections 6.03, 8.01 and 8.13. “Managing Member’s Certificate” has the meaning set forth in Section 5.01(c). “Member” means any or each Person who is a member of the Company as the context shall require.
“MOU” means that certain Memorandum of Understanding, dated as of November 8, 2022, by and between the City of Palm Springs and Theater Subtenant. “National Park Service” has the meaning set forth in the HTC Lease. “Necessary Earthquake Coverage” means [to be determined regarding required coverage]. “Negative Credit Adjustment” has the meaning set forth in Section 5.03(a)(iii). “Net Cash Flow” means for each Company Fiscal Year the sum of (i) Operating Income and (ii) any other funds deemed available for distribution by the Managing Member with the approval of the Lenders, if required (excluding loans, condemnation and casualty proceeds, Capital Transaction proceeds, and tenant security deposits, and interest thereon, unless fo rfeited to the Company), less the sum of all Operating Expenses and all other cash expenditures (whether or not such expenditure are deducted, amortized or capitalized for tax purposes). Net Cash Flow shall be determined separately for each Company Fiscal Year, commencing on the day after Final Completion and shall not be cumulative.
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“Net Interim Income ” means the amount by which the sum of Operating Income attributable to the Property Development Period, even if actually received after such period, exceeds the sum of any Operating Expense attributable to the Property Development Period. “Notice” means a writing containing the information required by this Agreement to be communicated and either given by U.S. registered or certified mail, return receipt requested, with postage prepaid (except in the event of a postal disruption, by strike or otherwise, in the United States), or sent by e- mail promptly confirmed in writing, or sent by personal delivery by a nationally recognized courier service for next day delivery; provided, however, that any written communication containing such information actually received shall constitute Notice for all purposes of this Agreement.
“Oakview Theater Management Agreement” means that certain Pre-Opening Services and Management Agreement by and between Theater Subtenant and Global Spectrum, L.P., a Delaware limited partnership d/b/a OVG360.
“Operating Deficit” means for any period, the amount by which Operating Income for such period of time is exceeded by Operating Expenses of the Company. For purposes of this definition, all expenses shall be deemed payable on a sixty (60) day current basis. “Operating Deficit Loans ” means the loans made by the Managing Member to the Company pursuant to Section 8.09 of this Agreement.
“Operating Documents” has the meaning set forth in the HTC Lease. “Operating Expenses” means all expenses of the Company for operation of the Property and the Company, as incurred by the Company in the reasonable discretion of the Managing Member, including, without limitation, the HTC Lease Payment (other than any portion of the HTC Lease Payment that may accrue and is payable out of Net Cash Flow), the Asset Management Fee, fees paid to a Theater Manager under a Theater Management Agreement to a party other than a Developer Entity, costs of utilities, maintenance, repairs and necessary replacements, real estate taxes, insurance premiums, professional and management fees not payable to a Developer Entity, audit and tax return expenses, miscellaneous expenses, and any deposit to cash reserves for working capital, capital expenditures, repairs, replacements and anticipated expenditures 1M - Page 186

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(including any Reserve funding required pursuant to the HTC Lease and/or the HTC Landlord Operating Agreement), in such amounts as may be required under the HTC Lease or may be determined from time to time by the Managing Member with the Consent of Investor Member to be advisable for the operation of the Company, but excluding any payments or distributions of Net Cash Flow as set forth in Section 11.01 hereof and depreciation, amortization deductions and other non-cash items. For purposes of this definition, all expenses shall be deemed paid on the earlier of the stated due date or on a sixty (60) day current basis. “Operating Inc ome” means all cash received from operation of the Property and the Company in the ordinary course of business and recognizable by the Company for income tax reporting purposes, including rents, withdrawals from reserves to the extent otherwise permitted hereunder, and all other sources (including, without limitation, distributions or other amounts received by the Company from HTC Landlord); provided, however, that Operating Income shall exclude Capital Contributions, the proceeds of any loans to the Company, proceeds from Capital Transactions, and interest earned on Reserves (unless withdrawn as aforesaid). “Operating Profits ” or “ Operating Losses” means, for any Company Fiscal Year, the Profits or Losses, as the case may be, of the Company for that year as determined for federal income tax purposes by the Accountants with the adjustments described in the definition of “Profits or Losses,” excluding Profits or Losses from a Capital Transaction and determined without regard to any adjustments to basis pursuant to Sections 734 or 743 of the Code. “Ordinary Income Amount” has the meaning set forth in Section 11.03(d). “Original Agreement” has the meaning set forth in the Recitals. “Outside Delivery Date” means December 31, 2025.
“Part 1 Approval” has the meaning set forth in the HTC Lease. “Part 2 Approval” has the meaning set forth in the HTC Lease. 1M - Page 187

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“Part 3 Approval” has the meaning set forth in the HTC Lease. “Partnership Representative” means the Member designated in Section 11.07 to be the “Partnership Representative” provided for in the Revised Partnership Audit Rules. “Percentage Interest” means the percentage Interest of each Member as set forth in Section

5.01. “Permitted Encumbrance” has the meaning set forth in the HTC Lease. “Person” means any individual, partnership, joint venture, limited liability company, corporation, trust or other entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so requires. “Placement in Service”, “Place in Service”, or “Placed in Service” means with respect to the Rehabilitation or any phase thereof the occurrence of the events necessary to establish placement in service thereof for purposes of Section 1.48-12(f)(2) of the Treasury Regulations and Section 47(b) of the Code such that as determined in accordance with the Treasury Regulations (A) the Rehabilitation of the Building funded with QREs (or such phase or portion thereof) are placed in a condition or state of readiness for a specifically assign ed function in the HTC Landlord’s trade or business, and (B) the Building has been Substantially Rehabilitated. The HTC Landlord and the Company agree and acknowledge that there shall be one “Placement in Service” for the entire Building.
“Plans and Specifications” has the meaning set forth in the HTC Lease. “Positive Credit Adjustment Cap” has the meaning set forth in Section 5.03(a)(ii). “Priority Return” means a cumulative, annual distribution to the Investor Member (pro - rated for periods of less than a full year) of an amount equal to 1.5% the Priority Return Rate of its paid in Capital Contribution, which shall accrue on the date hereof for each Company Fiscal Year and be payable from Net Cash Flow in the manner set forth in Article XI. 1M - Page 188

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“Profits” or “ Losses” means, for each Company Fiscal Year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such Company Fiscal Year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:
(i) Any items described in Sections 705(a)(1)(B) and 705(a)(1)(C) of the Code which are not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss.
(ii) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expen ditures pursuant to Section 1.704- 1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss. (iii) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value. (iv) In the event of a distribution of Company assets to a Member (whether in connection with a liquidation or otherwise), or in the event the Gross Asset Value of any Company asset is adjusted upon the acquisition of an additional interest in the Company, unrealized income, gain, loss and deduction inherent in such distributed or adjusted assets (not previously reflected in Capital Accounts) shall be allocated pursuant to Section 11.01 hereof as if there had been a taxable disposition of such distributed or adjusted assets at fair market value. (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Company Fiscal Year or other period, computed in accordance with the definition of “Depreciation” set forth herein. (vi) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 11.10 hereof shall be taken into account in computing Profits or Losses only if required under the applicable provisions of the Code and Treasury Regulations.
“Profits or Losses from a Capital Transaction” means the Profits or Losses, if any, recognized by the Company as a result of a Capital Transaction, as determined for federal income tax purposes by the Accountants with the adjustments described in the definition of “Profits or Losses,” but without regard to any adjustments to basis pursuant to Sections 734 and 743 of the Code.
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“Project” has the meaning set forth in the Recitals.
“Projected Historic Tax Credits” means Historic Tax Credits in the amount of $[6,439,324] with respect to the Building, which the Accountants have projected in the Projections (and which have been reviewed and accepted by the Managing Member on the date hereof) to be the total anticipated amount of Historic Tax Credits available to the Investor Member in connection with the Rehabilitation. Upon any Credit Determination and following the adjustments and payment s required under Section 5.03, the amount of Projected Historic Tax Credits shall be defined to equal to the amount of Historic Tax Credits set forth in such Credit Determination.

“Projections” means the financial projections prepared by the Accountants and attached hereto as Exhibit C.
“Property” has the meaning set forth in the Recitals.
“Property Development Period” means the period commencing upon formation of the Company and terminating upon Final Completion.
“Push-Out Election” has the meaning set forth in Section 11.08(f). “Put Availability Notice” has the meaning set forth in Section 14.01(a). “Put Exercise Period” has the meaning set forth in Section 14.01(a). “QREs” has the meaning set forth in the HTC Lease.
“Recapture Period” has the meaning set forth in the HTC Lease. “Recapture/Disallowance Adjustment Amount ” means, as applicable, the amount of Historic Tax Credits lost, disallowed or recaptured (whether characterized as an increase in taxes payable by Investor Member, or otherwise) as a result of any Recapture/Disallowance Event plus 1M - Page 190

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any interest and/or penalties due to the IRS or the State in connection therewith all calculated on an After-Tax Basis.
“Recapture/Disallowance Event” means any Manager Breach or other act or omission of the Managing Member or any Developer Entity that results in the loss, recapture or disallowance of Historic Tax Credits (other than a recapture, disallowance or other loss arising as a result of an Excluded Event).
“Rehabilitation” has the meaning set forth in the HTC Lease. “Replacement Reserve” has the meaning set forth in Section 8.13. “Reserves” means any and all reserves and escrow accounts maintained or required to be maintained by or for the benefit of the Company, including any escrows for real estate ta xes and hazard liability or mortgage insurance premiums and any reserves of the Company required pursuant to the Projections. Reserves not identified in Section [8.13] shall only be established and maintained with the Consent of Investor Member
“Revenue Procedure” means Revenue Procedure 2014 -12, 2014-3 IRB 415, as amended from time to time.
“Reviewed Year” shall have the meaning set forth in Section 6225(d) of the Code. “Reviewed Year Member” means any Person who held an interest in the Company at any time during the Reviewed Year.
“Revised Partnership Audit Rules ” means the partnership audit rules contained in Subchapter 63C of the Code, as amended by the Bipartisan Budget Act of 2015, Pub L. No. 114- 74 (the “2015 Budget Act”) and the Protecting Americans from Tax Hikes Act of 2015, P.L. 114- 1M - Page 191

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113, the Treasury Regulations promulgated thereunder, and any applicable forms, instructions and other guidance prescribed by the IRS related thereto.
“Safe Harbor” has the meaning set forth in Section 17.09(c) of this Agreement. “Second Installment” has the meaning set forth in Schedule B-2. “Secretary” has the meaning set forth in the HTC Lease. “Secretary’s Standards” has the meaning set forth in the HTC Lease. “Special Tax Distribution” means in any Company Fiscal Year in which net taxable income and/or net taxable gain is recognized by the Investor Member on account of its interest in the Company, whether on the Company’s tax return or after audit by the IRS or any applicable state or local taxing authority, including, without limitation, any 50(d) Income, a distribution from Net Cash Flow in an amount equal to the product of (i) the amount of such net taxable income and/or net taxable gain allocated to such Investor Member for such year, and (ii) the Applicable Tax Rate, which amount shall be paid on an After -Tax Basis, payable in all years. Any Special Tax Distribution not made shall accrue with interest at a rate equal to the Designated Prime Rate plus two percent (2%) and remain payable until paid in accordance with Article XI hereof. “State” means the State of California.
“Subordinated Loan” means any loan made by a Member to the Company pursuant to Section 5.05.
“Substantial Completion” has the meaning set forth in the HTC Lease. 1M - Page 192

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“Substantial Completion Date” means [October 31], 2025. “Substitute Investor Member” means any Person admitted to the Company as an Investor Member pursuant to Section 9.03.
“Survey” means the ALTA (or an equivalent) survey prepared, certified and submitted to the Investor Member.
“Target Return” means $[_________]. [NTD. Will equal Operating Distributions + Priority Distributions from page [32] of Projections].
“Tax” or “Taxes” means any and all liabilities, losses, expenses and costs that are, or are in the nature of, taxes, fees or other governmental charges, including interest, penalties, fines and additions to tax imposed by any Governmental Authority. “Tax Dispute” has the meaning set forth in Section 11.08(d). “Theater Management Agreement” means any property or theater management agreement entered into by Theater Subtenant or by the Company following the termination of Oakview Theater Management Agreement or the Theater Sublease, which agreement shall be subject to the prior written consent of Investor Member pursuant to Section 8.14. “Theater Management Agreement Requirements ” has the meaning set forth in Section

8.14. “Theater Management Termination Event” has the meaning set forth in Section 8.15. 1M - Page 193

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“Theater Manager” means a person, firm, or company selected by the Managing Member subject to Section 8.14 to manage the operation of the Property in accordance with this Agreement. “Theater Operation Agreement” means that certain Agreement for Management, Operation and Entertainment Production Services for the Historic Plaza Theatre by and between the City of Palm Springs and Theatre Subtenant, dated July, 24, 2023.

“Theater Sublease” means that certain Sub-Sublease, dated as of the Effective Date, by and between HTC Tenant, as landlord, and Theater Subtenant, as tenant. “Theater Subtenant” means the Palm Springs Plaza Theatre Foundation, a California nonprofit public benefit corporation.
“Third Installment” has the meaning set forth in Schedule B-3. “Title Policy” has the meaning set forth in the HTC Lease. “Treasury Regulations ” or “ Treasury Reg .” means the final and temporary regulations promulgated from time to time under the Code.
“Unpaid Credit Recovery Adjustment” means the sum of any Credit Recovery Adjustments determined pursuant to Section 5.03(a)(iii), 5.03(b), 5.03(c), 5.03(d) and 8.07, together any interest thereon as determined under Section 5.03(d) minus the amount of cash flow distributed to the Investor Member pursuant to Section 11.01(a)(i) or Section 11.04(c) minus any amounts paid by Managing Member or any Guarantor to Investor Member pursuant to Section 5.03(d) or Section

8.07(d).
“Withdrawal Event ” means the occurrence of any of the following events: (a) the withdrawal or removal of any Managing Member or the sale, assignment, transfer or encumbrance by a Managing Member of any portion of such Managing Member’s rights hereunder; (b) the death or adjudication of incompetency of any individual Managing Member; (c) the voluntary or involuntary dissolution of a Managing Member which is not a natural person; (d) the sale, 1M - Page 194

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assignment, transfer or encumbrance of a Controlling Interest in a corporate Managing Member, of a partner interest in a Managing Member which is a partnership or of a member interest in a Managing Member which is a limited liability company; (e) a Bankruptcy with respect to any Managing Member or with respect to the holder of any Controlling Interest in any Managing Member; or (f) without limitation of the foregoing, any event occurring as to a Guarantor, or a partner of a Managing Member which is a partnership or as to a member of a Managing Member which is a limited liability company which would cons titute a Withdrawal Event as provided above, if such Person were a Managing Member. The election, withdrawal, and replacement of individual members of the management board of director of the Managing Member in accordance with the Managing Member Operating Agreement shall not be deemed a transfer or assignment of a Controlling Interest of the Managing Member.
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PURPOSE AND BUSINESS OF THE COMPANY
Purpose of the Company. The Company has been organized exclusively to lease the rehabilitated Property and to maintain, operate, lease and sell or otherwise dispose of the Leasehold Interest in compliance with Section 47, and Section 50 of the Code, as amended .

Notwithstanding anything contained herein to the contrary, the Company shall not engage in any business, and it shall have no purpose, unrelated to the Property and shall not acquire any real property or own assets other than those related to the Property and/or otherwise in furtherance of the purposes of the Company.

Authority of the Company . In order to carry out its purpose, the Company is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Company, including, without limitation, the following:
enter into the HTC Lease and acquire the Leasehold Interest; make an equity investment in HTC Landlord as contemplated in the HTC Landlord Operating Agreement and acquire a membership interest in HTC Landlord, subject to the terms of this Agreement;
operate, maintain, improve, buy, o wn, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Property; operate and sublease the Property consistent with the requirements of the Operating Documents;
enter into any kind of ac tivity, and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company;
borrow money and issue evidences of indebtedness in furtherance of the Company’s business and secure any such indebtedness by mortgage, pledge, or other lien; maintain and operate the Property;
enter into and perform the Operating Documents to which it is a party; and do any and all other acts and things necessary or proper in furtherance of the Company’s business.

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REPRESENTATIONS, WARRANTIES AND COVENANTS;

DUTIES AND OBLIGATIONS
Representations, Warranties and Covenants Relating to the Property, the Company, and the Managing Member. As of the date hereof, the Managing Member hereby represents, warrants and covenants to the Company and to the Members as follows:
(a) Managing Member Entity-Level Representations:
(i) The execution and delivery of this Agreement, the incurrence of the obligations set forth in this Agreement, and the consummation of the transactions contemplated by this Agreement do not violate or conflict with any provision of any federal, state, municipal or local laws, ordinances, rules, regulations, requirements, or any order, judgment, decree, determination, or award of any court binding on any Developer Entity, or its assets (including the Leasehold Interest) nor do they conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice (which notice has not been furnished) under any agreement, contract, lease, license, inst rument, or other arrangement to which any Developer Entity is a party, or by which it is bound or to which any of its assets is subject. (ii) The execution, delivery , and performance by the Managing Member of this Agreement will not contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it.
(iii) No default by any Developer Entity has occurred or is continuing (nor has there occurred any continuing event which, with the giving of notice or the passage of time or both, would constitute such a default) under any of the Operating Documents, and the Operating Documents are in full force and effect (except to the extent fully performed in accordance with their respective terms). (iv) The Company is and will continue to be a limited liability company, duly organized and validly existing under the laws of the Formation State and had, has, and shall continue to have , full power and authority to hold, operate and maintain the Property in accordance with the terms of this Agreement and Applicable Law, and has taken and shall continue to take all action under the laws of the Formation State and any other applicable jurisdiction including , without limitation, the filing of all certificates and the payment of all fees, taxes, and other sums necessary for the Company to protect the limited liability of the Investor Member and to enable the Company to lawfully engage in its business. (v) There is and shall be no direct or indirect personal liability (including guarantees, letters of credit and stop -loss agreements provided to the 1M - Page 197

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Lenders) of the Company for the repayment of principal of or payment of interest on any Leasehold Loans; the Company currently has no Leasehold Loan. (vi) The Company is duly registered to do business in the State. The Company’s taxpayer identification number is 39-3564718. Prior to the Admission Date, the Company did not engage in any trade or business or otherwise conduct any activity.
(vii) The Managing Member is a duly organized limited liability company validly existing and in good standing under the laws of the Formation State and has full power and authority to enter into and perform its obligations under the Operating Documents to which it is a party.
(viii) The Managing Member will indemnify and hold the Company, the Investor Member, the members thereof, and their Affiliates and agents, free and harmless from any injury, loss or damage (including, without limitation, reasonable attorneys’ fees, court costs, and amounts paid in settlement of any claims, which settlement has been mutually agreed to by it and the party against whom such claim has been made) resulting from the claims of any Person with respect to any liability arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the securities laws or regulations of any stat e or other jurisdiction (collectively, the “ Applicable Securities Laws”), which claims are based upon alleged fraud, deceit, or untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact re quired to be stated or necessary to make the statements not misleading, in each case by any Developer Entity or board member of any Developer Entity, with respect to or based upon information furnished or statements made by it to the Investor Member or any members thereof, their Affiliates or agent(s), in connection with the acquisition by the Investor Member of its Interest in the Company or the offer or sale of interests in the Company or in the Investor Member.
(ix) No restrictions on the sale or refinancing of the Leasehold Interest, other than the restrictions set forth in the HTC Lease or Ground Lease, exist as of the date hereof, and no such restrictions shall (except as may be set forth in the HTC Lease), at any time while the Investor Member is a Member, be placed upon the sale or refinancing of the Leasehold Interest; neither the HTC Landlord nor any Lender has or shall have the discretion under any of the Operating Documents to elect not to rebuild the Property (or a portion thereof) to the extent that insurance proceeds realized from a casualty are sufficient therefor. (x) Neither the Company nor any Developer Entity has incurred any financial responsibility with respect to the Leasehold Interest or the Property prior to the date of execution of this Agreement, other than the MOU, the Theater Operation Agreement, and Oakview Theater Management Agreement, or otherwise as disclosed in writing to the Investor Member.
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(xi) Subject to Section 13.06, the Company’s fiscal year is and shall be the calendar year.
(xii) Each Developer Entity has complied with all Applicable Laws relating to the Company or the Property, and no action, suit, proceeding, hearing, government investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any Developer Entity alleging any failure so to comply. (xiii) Each Developer Entity is solvent, is able to pay its debts as they mature, and has capital sufficient to carry on the business in which it is engaged, and the present fair saleable value of its assets is greater tha n the amount of its liabilities and no Developer Entity is Bankrupt or contemplating a Bankruptcy and no event has occurred that, with the passage of time, could become an event of Bankruptcy, with respect to the Managing Member or any other Developer Entity. (xiv) There is no default, claim, demand, litigation, proceedings or governmental investigation pending or, to the best of its knowledge, threatened against the Managing Member, except for those which are fully covered by insurance or, if adversely determined, would not materially impair its ability to pay when due any amounts that may become payable under this Agreement; (xv) This Agreement has been duly authorized, executed and delivered on behalf of the Managing Member and is fully enforceable against the Managing Member and the Company, respectively, in accordance with its terms, except to the extent enforceability is limited by bankruptcy and other similar laws affecting creditors’ rights generally.
(xvi) The Managing Member has disclosed to the Investor Member:
(A) all material facts and transactions known to the
Managing Member or any other Developer Entity that relate to the Project; (B) all material actions with respect to the Company taken by the Managing Member or any other Developer Entity prior to the date hereof; and
(C) all material documents relating to the Company and the Property (and copies of the same have been delivered to the Investor Member). (xvii) There are no ou tstanding restrictions, circumstances or obligations which would have a material adverse impact on the HTC Landlord’s or the Company’s ability to carry out the Project.
(xviii) As of the Admission Date, the Company has no material outstanding obligations except for pursuant to the Operating Documents to which it is a party and this Agreement.
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(xix) The Company’s bank accounts and funds have been and will be maintained separately from those of any other Developer Entity, have been and will be maintained in the name of the Company and no other Developer Entity has been or will be an account party, has made or will make deposits to, or has had or will have the power to make withdrawals from such accounts or funds, except certain members or officers or managers of the Managing Member, and then only in accordance with the terms of this Agreement and the other Operating Documents. (xx) Each of the Company and the Managing Member maintains and will maintain separate and full records and financial records in accordance with GAAP consistently applied and capable of being readily audited for itself only, and maintains and will maintain its assets and the Managing Member’s assets in a manner that facilitates their identification and segregation from those of any other Developer Entity.
(xxi) The Company has conducted and will conduct its own business through the Managing Member or the Theater Manager , as applicable, and that business has been and will be conducted solely in the name of the Company and in such a way as to not mislead others as to the identity of the Person with which they are dealing. In that regard, all written communications by the Company or the Managing Member, including, without limitation, letters, invoices, purchase orders and contracts, have been and will be made solely in the name of the Company or the Managing Member, as appropriate. The Company has described and will always describe itself as a separate legal entity and not as a division or department of any other Developer Entity. The Company has and will have its own invoices, checks and other business forms, separate from those of any other Developer Entity. (xxii) The Company (i) is not and will not at any time during the term of this Agreement be an investment company within the meaning of the Investment Company Act of 1940, as amended, and (ii) is not relying and will not rely at any time during the term of this Agreement on the exceptions contained in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended, in making such determination.
(xxiii) No part of the proceeds of the Investor Member Capital Contributions will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.
(b) Managing Member Real Estate Representations
(i) The Project is properly zoned for the uses contemplated herein; by the Credit Commencement Date of the Building the Company has or will have all permits, consents, permissions and licenses required by all applicable governmental 1M - Page 200

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entities for the operation of the Property, and the Property conforms and will be operated in a manner that conforms to all Applicable Laws. (ii) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently or will be available to the Property and will be operating properly for the Property at the time of first occupancy of the Property. The Property has direct access to a public street or highway and will have adequate parking to comply with Applicable Laws and make it viable. (iii) Upon execution of the HTC Lease, the Leasehold Interest will be held solely by the Company, free and clear of any liens, charges or encumbrances other than Permitted Encumbrances, the Property or the Company for payment of any debt secured thereby, and
(A) none of the liens, charges, encumbrances or exceptions set forth in the Title Policy has or will have a material adverse effect upon the construction or operation of the Property;
(B) there are no unpaid and past due fees or taxes with respect to the Project or any portion thereof; and
(C) there are no mechanic’s liens recorded against the
Project or the Leasehold Interest and, to the knowledge, after due inquiry, and belief of the Managing Member, no Person has threatened to assert or record any such mechanic’s lien.
(iv) Except as described in the Environmental Reports,
(A) no Developer Entity has ever received notification from any federal, state or other G overnmental Authority of (x) any potential, known, or threat of release of any Hazardous Substance from the Property or (y) the incurrence of any expense or loss by any such Governmental Authority or by any other Person in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance was, prior to the HTC Landlord’s ownership of the Property, ever stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto; and subsequent to the HTC Landlord’s ownership of the Property, no Hazardous Substance was ever or is now stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto; and
(B) the Managing Member has no knowledge of any deposit, storage, disposal, burial, discharge, spillage, uncontrolled loss, seepage or filtration of any Hazardous Substances at, upon, under or within the Land or any contiguous real estate, and has not caused nor permitted to occur, and it 1M - Page 201

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shall not permit to exist, any condition which may cause a discharge of any Hazardous Substances at, upon, under or within the Land or on any contiguous real estate or engaged in or permitted, and will not permit, any subtenant or occupant of the Property to e ngage in any activity that could impose liability under the Environmental Laws on such subtenant or occupant, on the Land or on the Company.
(v) The Managing Member has not been, nor will it be involved in operations at or, pursuant to its best efforts, near the Land, which operations could lead to (A) the imposition of liability under the Environmental Laws on the Company or on any other subsequent or former owner of the Property or (B) the creation of a lien on the Property under the Environmental Laws or under any similar laws or regulations.
(vi) All improvements rehabilitated or to be rehabilitated on the Project have been or will be constructed and equipped in compliance with the requirements of every Governmental Authority and the Operating Documents and, as applicable, with all requirements and approvals of the Secretary and the State in connection with the historic rehabilitation and environmental remediation of the Project; and neither the Company nor the Managing Member has received any notice, or has any knowledge, of any violation with respect to the Project of any law, rule, regulation, order, or decree of any Governmental A uthority that would have a material adverse effect on the Project or the rehabilitation, use, occupancy or operation thereof. The completion of any improvements, alteration or rehabilitation on or of the Project or any portion thereof will not require the dedication of any portion of the Project to any applicable governmental entities. (vii) Insurance has been obtained in form and amounts sa tisfactory to Investor Member, as specified in Exhibit A to this Agreement. (viii) Given the 19 year term of the HTC Lease, no Transfer Taxes are anticipated with respect to the Property.
(c) Managing Member Tax Credit Representations
(i) To the best of the Managing Member’s knowledge, upon due inquiry, the assumptions underlying the Projections are reasonable and the facts therein relating to the Developer Entities and the Project are accurate. (ii) Neither the HTC Landlord nor Managing Member is, or will be as of the Credit Commencement Date, a “tax -exempt entity” or “tax- exempt controlled entity” as those terms are used in Section 168(h) of the Code that has not made the election to be treated as taxable under Section 168(h) of the Code and the Managing Member shall take such actions as may be necessary to avoid the characterization of the Project as tax- exempt use property under Section 168(h) of the Code. Less than 30% of the rentable square footage within the Building will be 1M - Page 202

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leased pursuant to a “disqualified lease” as s uch phrase is used in Section 168(h) of the Code.
(iii) No portion of the improvements to the Building funded with QREs achieved Placement in Service prior to the Admission Date and the QREs incurred in connection with the Rehabilitation of the Building would under the Code constitute “new section 38 property” to the Company if the Company has actually purchased such improvements funded with QREs. As of the Admission Date, the Building was not in a condition or state of readiness for its operation or occupancy as a theater. Without limiting the generality of the foregoing, as of the Admission Date, (A) the Credit Commencement Date ha d not occurred with respect to any improvements to the Building funded with QREs , and ( B) no temporary or permanent certificate of occupancy or the equivalent had been issued or are available to be issued with respect to the Building, or any portion thereof permitting the use and operation of such improvements funded with QREs for their intended purpose. (iv) As of the Effective Date Managing Member has filed an election to be treated as an association taxable as a corporation for federal income tax purposes.
(v) Each of the Company and the HTC Landlord has complied with all aspects of the HTC Lease (including, without limitation , the covenants, representations and warranties located in Article VIII thereof). (vi) The Project will meet all requirements to qualify for Historic Tax Credits as a “certified historic structure,” as set forth in Section 47(a)(2) of the Code and the rehabilitation of the Project will be in strict accordance with all of the requirements imposed by the Part 1 Approval, Part 2 Approval and Part 3 Approval, the historic standards and guidelines of the Secretary, or pursuant to applicable state law and to the best knowledge and belief of the Managing Member, all such requirements are contained within the Operating Documents. (vii) On and after the Credit Commencement Date with respect to any Historic Tax Credits, the representations and warranties in the Managing Member Certificate relating to the Rehabilitation are or will be true and correct in all material respects.
(viii) The Historic Tax Credits available to the Company with respect to the Building are anticipated to be an aggregate amount equal to $[6,504,368] earned ratably over five (5) years commencing in calendar year 2025. (ix) To the knowledge, after due inquiry, and belief of the Managing Member and its Affiliates,
(A) the rent payable under the HTC Lease and all other
terms and conditions of the HTC Lease are commercially reasonable and comparable to the rent and other terms and conditions of leases in real estate transactions that are not financed, in whole or in part, with Historic Tax 1M - Page 203

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Credits, and neither the Managing Member nor any of its Affiliates is aware of any facts to the contrary; and
(B) all fees disclosed in the Operating Documents paid or to be paid by or to a Developer Entity are commercially reasonable and comparable to fees paid in real estate transactions that are not financed, in whole or in part, with Historic Tax Credits, and neither the Managing Member nor any its Affiliates is aware of any facts to the contrary. (x) No election has been filed nor has any action been or will be taken that would cause the Company to elect to be treated as a corporation or other than a partnership for federal income tax purposes.
(xi) Prior to the Rehabilitation, th e Building was previously Placed in Service and used by prior owners as a performing arts theater.

The Managing Member shall be solely responsible for the representations, warranties and covenants hereunder, and shall not assert as a defense in any action by the Company or the Investor Member the fact that the Managing Member may have relied on other parties in connection with matters addressed therein.

Legal counsel to Investor Member and Managing Member are hereby permitted to rely on the foregoing repres entations, warranties and covenants in the issuance of federal income tax opinions to Investor Member with respect to the transactions contemplated by this Agreement.

Duties and Obligations Relating to the Property and the Company . The Managing Member shall have the following duties and obligations with respect to the Property and the Company and hereby covenants as follows:

Managing Member Entity-Level Covenants:
(i) The Managing Member shall cause to be met all requirements applicable to the Company, if any, which are necessary to obtain, achieve , and maintain compliance with all provisions of the Operating Documents. (ii) The Managing Member shall exercise good faith in all activities relating to the conduct of the business of the Company, including the operation and maintenance of the Property, and it shall take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company.
(iii) The Managing Member shall comply and cause the Company to comply with the provisions of all Applicable Laws, including, without limitation, state 1M - Page 204

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and local zoning laws, building codes, health and safety codes, and all other applicable governmental and contractual obligations.
(iv) The Managing Member shall use commercially reasonable efforts consistent with sound management practice and with the terms of the Operating Documents to maximize Net Cash Flow available for distribution to the Members.
(v) The Managing Member shall cause the Company to conduct, and will conduct, its own business through the Managing Member, as applicable, and that business has been and will be conducted solely in the name of the Company and in such a way as to not mislead others as to the identity of the entity with which they are dealing. In that regard, all written communications by the Company or the Managing Member, including, without limitation, letters, invoices, purchase orders and contracts, have been and will be made solely in the name of the Company or the Managing Member, as appropriate. The Company has described and will always describe itself as a separate legal entity and not as a division or department of any Developer Entity. The Company has and will have its own stationery, invoices, checks and other business forms, separate from those of any Developer Entity. The Managing Member has and will have as its only office the registered office of the Company. Each of the Company and any Developer Entity will pay its own expenses and liabilities from its own funds. Invoices and other statements of account from creditors of the Company will be addressed and mailed directly to the Company. The Company and the Managing Member allocate and will allocate all other overhead expenses for items shared with any Developer Entity (if any) pursuant to a written agreement with such Developer Entity, which shall allocate such shared expenses on the basis of actual use to the extent practicable and, to the extent such allocated is not practicable, on an equitable basis reasonably related to the actual use. (vi) The Managing Member shall keep itself and the Company in good standing in accordance with the requirements of the State and the Formation State.
(vii) The Managing Member shall furnish to the Investor Member such approvals, opinions, certificates, documents or agreements as Investor Member may reasonably request, in form and substance reasonably acceptable to Investor Member.
(viii) The Managing Member agrees to provide notice to the Investor Member of any change in the financial condition of the Managing Member or Guarantor that could have a material adverse effect on the ability of the Managing Member or any Guarantor to satisfy their respective obligations under the Operating Documents or this Agreement.
(ix) The Managing Member shall prevent an event of Bankruptcy from occurring with respect to any Developer Entity.
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(x) The Managing Member shall cause the Company to establish and maintain the Reserves required pursuant to Section 8.13 of this Agreement. The balance of all Reserves required to be maintained by the Company pursuant to any and all of the Operating Document s equals or exceeds the minimum levels required to be maintained thereunder.
(xi) The Managing Member shall cause the Company to comply with all requirements of the Corporate Transparency Act, codified at 31 U.S.C. § 5336, together with its implementing regulations, codified at 31. C.F.R. § 1010.380 (the “CTA”), and any and all amendments thereto, including, without limitation filing reports to Financial Crimes Enforcement Network of the United States Treasury (or any successor agency tasked with enforcing the CTA) that meets the requirements set forth in the CTA for an initial report, an updated report, or a corrected report (as such terms are defined in the CTA).
(xii) No Developer Entity will enter into any agreement with any other Developer Entity with respect to the Property, the intention or effect of which is to effectively amend the terms of any of the Operating Documents.

Managing Member Real Estate Covenants:
(i) The Managing Member shall cause to be met all requirements applicable to the Company, if any, which are necessary to obtain, achieve and maintain issuance of all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of the Property.
(ii) All of (A) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Company or to be appurtenant to, or to be used in the operation of the Property, as well as ( B) the rents, revenues and profits earned from the operation of the Leasehold Interest, will be free and clear of all security interests and encumbrances, except Permitted Encumbrances.
(iii) In operating the Property, the Managing Member shall use commercially reasonable efforts to obtain all contracts, materials, supplies, utilities and services required by the Project on commercially reasonable terms. Except as otherwise approved by the Consent of the Investor Member, the Managing Member shall secure and credit to the Company, and not receive or retain for itself, its agents, employees or Affiliates, any discounts, compensation, rebates or commissions obtainable with respect to any and all purchases, service contracts, and all other transactions affecting the Project, including, without limitation, any compensation received from the assignment or transfer of any contracts affecting the Property.
(iv) The Managing Member shall comply in all respects with the requirements of the Environmental Laws and related regulations and with all similar laws and regulations. In addition, the Managing Member shall provide the Investor Member with prompt written notice (A) upon any Managing Member or Affiliate thereof obtaining knowledge of any potential or known release, or threat of release, of any hazardous material 1M - Page 206

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in violation of Applicable Laws at or from the Property or any other property owned, occupied or operated by any Managing Member, any Affiliate of a Managing Member or any Person for whose conduct any Managing Member or Affiliate of a Managing Member is or was responsible and whose liability may result in a lien on the Property (or the Leasehold Interest), (B) upon any Managing Member or Affiliate thereof receiving any notice to such effect from any federal, state, or other Governmental Authority, or (C) upon any Managing Member or Affiliate thereof obtaining knowledge of any incurrence of any expense or loss by any such Governmental A uthority in connection with the assessment, containment, or removal of any hazardous material for which expense or loss a lien may be imposed on the Property (or the Leasehold Interest). (v) The Managing Member shall at all times indemnify, defend, and hold harmless the Investor Member and its members against and from any and all claims, suits, actions, debts, damages, costs, charges, losses, obligations, judgments, and expenses, of any nature whatsoever, suffered or incurre d by the Investor Member or its members, under or on account of the Environmental Laws as they relate to the Property or any similar laws or regulations, including the assertion of any lien thereunder. The foregoing indemnification shall be a recourse obligation of the Managing Member and shall survive the dissolution of the Company and/or the death, retirement, incompetency, insolvency, Bankruptcy, resignation, removal, or withdrawal of the Managing Member. (vi) The Managing Member shall not permit to exist, a ny condition which may cause a discharge of any Hazardous Substances at, upon, under or within the Land or on any contiguous real estate or engaged in or permitted, and will not permit, any subtenant or occupant of the Property to engage in any activity th at could impose liability under the Environmental Laws on such subtenant or occupant, on the Land or on the Company.
(vii) The Managing Member shall cause the Company to hold and apply any amounts received as a security deposit under any Commercial Sublease in accordance with Applicable Law.
(viii) Insurance shall be maintained in form and amounts satisfactory to the Investor Member, as specified in Exhibit A to this Agreement. (ix) Managing Member, on behalf of the Company, shall strictly enforce the terms of the Theater Sublease against the Theater Subtenant and shall terminate the Theater Sublease upon any material default (which shall include any monetary default) that is not cured within any applicable cure period unless the Investor Member Consents otherwise; provided that Managing Member may not terminate the Theater Sublease without the Consent of the Investor Member.
(x) Managing Member will require the Theater Subtenant to apply for and obtain a license to sell alcohol on the Property from the California Department of Alcoholic Beverage Control (the “Liquor License”) and will not apply for or obtain such Liquor License in the Company’s name; if the Theater Sublease is terminated at any time, 1M - Page 207

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Managing Member will require the Theater Manager or any substitute subtenant to maintain the Liquor License.

Managing Member Tax Credit Covenants:
(i) The Managing Member shall take such actions as may be necessary to avoid characterization of the Project as tax-exempt use property under Section 168(h) of the Code, including making a timely election in accordance with Section 168(h)(6) of the Code.
(ii) The Managing Member shall provide the Investor Member with Notice of any written or oral notice of any ( A) default or event of default or failure of compliance with respect to any financial, contractual or governmental obligation of the HTC Landlord, Company or the Managing Member; ( B) IRS proceeding regarding the Property or the Company or any intention on the part of the Secretary to revoke, cancel or amend Part 1 Approval, Part 2 Approval or Part 3 Approval; (C) litigation, criminal action or administrative proceeding against the HTC Landlord, Managing Member, the Company, the Guarantor or any Affiliate of any of them; or ( D) communication from the Lenders or the Secretary or any other Person or Governmental Authority which is not in the ordinary course of business.
(iii) The Managing Member shall not cause or allow through its actions or inactions the (A) revocation of any Part 3 Approval or (B) the failure of the Building to achieve or maintain the status of a “certified historic structure” as provided for in Section 47(c)(3)(A)(ii) of the Code. Further, the Managing Member shall operate or cause the Property to be operated in a manner that satisfies, and shall continue to satisfy, all restrictions and requirements, including, without limitation, the Secretary’s Standards and all other National Park Service and similar requirements applicable to the Property and the Leasehold Interest and projects generating Historic Tax Credits and which shall be in conformity with the description of the Property set forth in Part 2 of the HTC Landlord’s Certification Application.
(iv) The Managing Member shall prepare and submit to the Secretary, the Secretary of the Treasury or the IRS (or any other Governmental Authority designated for such purpose), on a timely basis, the Election (to the extent required to be signed by the Company) and any and all annual reports, information returns and other certifications and information required (A) to ensure the Election is properly filed and that Investor Member will qualify for the Historic Tax Credits, (B) to ensure that the Historic Tax Credits are properly documented and claimed in the Company’s tax returns and (C) to avoid any Recapture/Disallowance Event or the imposition of penalties or interest on the Company or Investor Member for failure to comply with the requirements of the Code or any other Applicable Laws relating to the Historic Tax Credits
(v) The Managing Member shall cause the Rehabilitation of the Building to achieve Substantial Completion by the Substantial Completion Date. 1M - Page 208

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(vi) The Managing Member shall cause the Property to receive Part 3 Approval within twelve (12) months of Placement in Service, or such later date as may be Consented to by the Investor Member.
(vii) The QREs incurred during the 24-month period ending on the Credit Commencement Date for any portion of the Building (the “Measuring Period”) will exceed the greater of (A ) $5,000 or ( B) the adjusted basis (within the meaning of Section 47(c)(1)(C)(i) of the Code) of the Building and its structural components as of the first day of the Measuring Period.
(viii) While conducting the business of the Company, the Managing Member shall not act in any manner which it knows or should have known after due inquiry will (A) cause the termination of the Company for federal income tax purposes without the Consent of the Investor Member, (B) cause the Company to be treated for federal income tax purposes as an association taxable as a corporation; or (C) cause any Investor Member to lose its limited liability protection.
(ix) The Managing Member will execute on behalf of the Company all documents necessary to elect, pursuant to Sections 732, 734, 743 and 754 of the Code, to adjust the basis of the Company’s property upon the request of the Investor Member, if, in the sole opinion of the Investor Member, such election would be advantageous to the Investor Member or any of its members.
(x) The Managing Member shall, during and after the period in which it is a Managing Member, provide the Company with such information and sign such documents as are necessary for the Company and the Investor Member to make timely, accurate and complete submissions of (A) federal and state income tax returns, (B) reports to governmental agencies, and (C) any other reports required to be delivered to the members of the Investor Member or their members.
(xi) The Managing Member shall not allow the Company to enter into any agreements, contracts or other arrangements creating rights or obligations that fail to meet the requirements of Section 4.02(2)(c) of the Revenue Procedure (including, without limitation, (A) entering into a sublease that is the same or greater duration than the HTC Lease, (B) terminating the HTC Lease at any time Investor Member is a Member of Company) or that are not on arm’s length terms, or (C) entering into any lease (other than the HTC Lease) for any portion of the Project with (1) the Managing Member; (2) the HTC Landlord; or (3) any Person that is considered to be related to the Managing Memb er, the HTC Landlord, or their respective Affiliates under Section 267(b) or Section 707(b)(1) of the Code.
(xii) The Managing Member shall not enter into any Commercial Sublease other than the Theater Sublease without the Consent of the Investor Member as to the form and content of the proposed Commercial Sublease and the suitability of the proposed subtenant thereunder, including the financial viability of the proposed subtenant to discharge its obligations under the Commercial Sublease throughout its term. Ea ch sublease or other rental agreement entered into by the Company shall comply with all 1M - Page 209

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applicable governmental requirements and contractual obligations of the Company. In addition, each Commercial Sublease shall require the subtenant to bear any Operating Expenses allocable to the space demised thereunder consistent with the Projections, and, unless otherwise Consented to by the Investor Member, shall have a term that ends no sooner than the termination of the Recapture Period. In addition, each proposed Commercial Sublease must include a representation from the proposed sublessee as to the sublessee’s status as a “tax-exempt entity” (as that term is defined in Section 168(h) of the Code), and evidence that less than 30% of the subleased space is being leased pursuant to a “disqualified lease” as such phrase is used in Section 168(h) of the Code. (xiii) The Managing Member shall not make, or suffer to be made, any sublease (including any Commercial Sublease) which is not in conformity with the requirements of thi s Agreement and the HTC Lease; modify any Commercial Sublease (other than modifications typically made in the usual and ordinary course of arm’s length negotiations of leases of similar space in improvements comparable to the Property and which are otherwise consistent with the requirements of this Agreement); or cancel any Commercial Sublease. Subtenants shall not include any business engaged in the following:
the operation of any racetrack, or other facility used for gambling, such as off track betting (provided, that state sponsored lottery tickets shall not be prohibited); shooting gallery; adult bookstore or facility selling or displaying pornographic books, literature, or electronic media (materials shall be considered “adult” or “pornographic” for such purpose if the same are not available for sale or rental to c hildren under 18 years old because they explicitly deal with or depict human sexuality); or farming within the meaning of Section 2032A(e)(5)(A) or (B). Each Commercial Sublease shall include representations and covenants that the sublessee and any sub -sublessee is and shall continue to comply with the foregoing restrictions with respect to business activities, and the Company shall have the right to terminate the Commercial Sublease for any breach of such representations and or covenants.
(xiv) The Managing Member shall cause Final Completion to occur within nine (9) months of Placement in Service of the Building(s) or such other date as may be agreed to or required by the Lenders and the Investor Member. (xv) Subject to Sections [8.02(b)(xxxi) and 8.02(b)(xxxii)], Managing Member shall diligently enforce the Company’s rights pursuant to Sections 6.8(d) and

6.8(e) of the HTC Lease.
(xvi) Managing Member, on behalf of the Company, shall cause HTC Landlord to fund Excess Development Costs (as such term is defined in the HTC Lease) pursuant to Section 6.7(b) of the HTC Lease.
(xvii) Managing Member shall cause any event of default described in clauses (a), (b) , or (c) of Section 5.04, occurring prior to Final Completion, to be cured within thirty (30) days of the Managing Member’s receipt of Notice of such default. 1M - Page 210

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(xviii) Effective with respect to the 2025 taxable year, the Managing Member will file an election under Section 168(h)(6) of the Code to not be treated as a tax- exempt controlled entity.

Legal counsel to Investor Member and Managing Member are hereby permitted to rely on the foregoing representations, warranties and covenants in the issuance of federal income tax opinions to Investor Member with respect to the transactions contemplated by this Agreement. 1M - Page 211

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MEMBERS, COMPANY INTERESTS AND CAPITAL
Members, Managing Member, Capital Contributions and Company Interests.

The Managing Member, its principal address or place of business, its Capital Contribution and its Percentage Interest are set forth in Schedule A attached hereto. On or about the date hereof, the Managing Member shall make a capit al contribution to the Company in the amount of $[53,986]. The Managing Member shall be obligated to (and does hereby covenant and agree to) make additional capital contributions to the Company in proportion (based on its pre-Flip Date Percentage Interest) to each Installment made by the Investor Member at the time such Installment is contributed to the Company by the Investor Member in amounts such that Managing Member’s aggregate paid-in Capital Contribution is proportional to its pre-Flip Date Percentage Interest.

The Investor Member, its principal office or place of business, its Capital Contribution and its Percentage Interest are set forth in Schedule A attached hereto.

Subject to the provisions of this Agreement, including, without limitation, the provisions of Sections 5.01(d) and 5.03, the Investor Member shall be obligated to make a Capital Contribution to the Company in the aggregate amount of $[ 5,344,639] (the “Aggregate Expected Capital Contribution”), as the same may be adjusted herein, in th ree (3) Installments, which Installments shall be due and payable in cash by the Investor Member as set forth in Schedule B-1 through Schedule B-3.

No Installment shall be due or payable prior to receipt by the Investor Member of the following at least ten (10) Business Days and not more than thirty (30) calendar days prior to the due date of the Installment: (i) a written payment notice in the form set forth in Exhibit B-1 executed by the Managing Member specifying the amount of such Installment, and (ii) a written certification in the form set forth in Exhibit B-2 updated to reflect the 1M - Page 212

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status of events described therein and executed by the Managing Member (the “Managing Member Certificate”).

Any requirements to an Installment set forth in this Agreement may be waived by the Investor Member in its sole discretion; provided, however, that any such waived requirements shall be a requirement of the subsequent Installments, unless further waived by the Investor Member in its sole discretion.

The Investor Member shall have the right to pay itself, at any time and from any Installment, on behalf of the Company, any unpaid Special Tax Distribution or Priority Return.

Such payment shall be deemed a contribution to the Company and a subsequent distribution to the Investor Member permitted notwithstanding any other distribution provisions in this Agreement.

Any legal, accounting or other related costs incurred by the Investor Member with respect to any Installment or other post-closing documents, may be deducted from any Installment.

Subject to the preceding right of the Investor Member to pay itself any unpaid Special Tax Distribution or Priority Return from an Installment, the Installments shall be used as follows:

The First Installment shall be used [to pay the As set Management Fee and the Company’s capital contribution to HTC Landlord as contemplated in the HTC Landlord Operating Agreement].

The Second Installment shall be used [to fund the Company’s capital contribution to HTC Landlord as contemplated in the HTC Landlord Operating Agreement].

The Third Installment shall be used [to fund the Company’s capital contribution to HTC Landlord as contemplated in the HTC Landlord Operating Agreement].
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If and to the extent that the aggregate Installments of Capital Contributions exceed the amounts reflected in the Projections and the Deferred Developer Fee has been fully paid, such excess Capital Contributions may be used by the Company for any acceptable purpose as determined unanimously by the Managing Member and Investor Member acting in good faith, such purposes to include, but not be limited to, using such excess Capital Contributions to make payments of rent under the HTC Lease, fund additional reserves, or pay other Operating Expenses of the Company. Any other use of such excess amounts shall be subject to the Consent of Investor Member.

Notwithstanding any provision of this Agreement, or any Operating Documents, to the contrary, Investor Member shall not have any obligation to make any Capital Contribution for any Historic Tax Credits with a Credit Commencement Date after the Cut-Off Date.

Return of Capital Contribution Except as provided in this Agreement, no Member shall be entitled to demand or receive the return of any portion of its Capital Contribution. 1M - Page 214

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Any other provision of this Agreement to the contrary notwithstanding the net paid -in Capital Contribution of Investor Member must equal no less than twenty percent (20%) of the “Projected Capital Contribution” of Investor Member (i.e. the First Installment, as adjusted pursuant to Section 5.03 hereof) prior to Placement in Service and throughout the duration of its ownership of its Interest in the Company, provided, that this Section 5.02 shall not limit the Investor Member’s ability to receive any indemnity payments or payments of liquidated damages hereunder.

Adjustments to Investor Member Capital Contributions .
(i) If, as a result of a reduction or increase in QREs, or for any other reason (other than an event described in clause (a) of the definition of Excluded Event), either the Accountants shall determine in prepari ng the Company’s tax returns (or an amended return) or the Final Cost Certification, the Investor Member determines in good faith based upon advice from tax counsel or its accountants, or there shall be a Final Determination, that the Actual Historic Tax C redits are more or less than the Projected Historic Tax Credits (such determination being referred to herein as the “Credit Determination”), the provisions of Sections 5.03(a)(ii) and (a)(iii) shall apply.

After the Credit Determination is made, the Accountants shall calculate the difference between the Actual Historic Tax Credits and the Projected Historic Tax Credits. Such difference shall be multiplied by the Credit/Capital Ratio and the product shall be referred to herein as the “Credit Adjustment.” If the amount of the Credit Adjustment is positive, the remaining Installments shall be increased proportionately by the amount of such positive Credit Adjustment, which positive Credit Adjustment amount shall be contributed to the capital of the Company an d then applied in the same manner as amounts described in Section 5.01(d)(iii). If there are no remaining unpaid Installments, the Investor Member shall contribute the amount of such positive Credit Adjustment to the capital of the Company within thirty (30) days following the receipt of written notice from the Accountants of the positive Credit Adjustment, which amount shall then be applied in the manner agreed between the Managing Member and the Investor Member. Prior to any such increase in the amount of a remaining Installment or obligation to contribute additional capital, the Accountants shall provide the Investor Member with evidence reasonably sufficient to enable it to verify the calculation of such positive Credit Adjustment.

Notwithstanding the foregoing, in no event shall the positive Credit Adjustments in the aggregate exceed $[will equal 120% of final projected capital] (“Positive Credit Adjustment Cap”).

In the case of a negative Credit Adjustment, subject to Section 5.03(c), the amount of t he next succeeding Installment (and any Installment(s) thereafter if necessary) to be paid by the Investor Member after the Credit Determination has been made shall be reduced by the sum of the amount of the negative Credit Adjustment plus any interest, penalties, or other charges imposed on or incurred by the Investor Member by a Governmental Authority as a result of or in connection with such Credit Determination but excluding any amounts paid or payable to the Investor Member with respect to any Costs of Challenge (the “ Negative Credit 1M - Page 215

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Adjustment”). If the Negative Credit Adjustment exceeds the amount of all remaining Installment(s) or the amount of the reduction of any Installment is limited by the provisions of Section 5.03(c), the difference between the Negative Credit Adjustment and the amount by which such Installment(s) were reduced shall be either (A) if not the result of an event described in clause (b) of the definition of Excluded Event promptly paid by Managing Member as an indemnification payment to Investor Member in such amount, and Guarantor under the Guaranty shall guarantee the payment of such amount to Investor Member and (B) if the result of an event described in clause (b) of the definition of Excluded Event, deemed a Credit Recovery Adjustment.

In addition to any adjustment in Capital Contribution described in Section

5.03(a)(ii) or (iii), subject to Section 5.03(c), with respect to any Delayed Credits or Deferred Credits, the amount of the next succeeding Installment (and any Installment(s) thereafter if necessary) to be paid by the Investor Member shall be reduced by an amount equal to the product of (i) $0.03 and (ii) the amount of the Delayed Credits or Deferred Credits, as applicable. In addition, thereafter, the amount of the next succeeding Installment (and any Installment(s) thereafter if necessary) to be paid by the Investor Member shall be reduced by, in addition to the amount described in the preceding sentence but subject to Section

5.03(c), an amount equal to the product of (i) $0.01and (ii) the amount of the Delayed Credits or Deferred Credits, as applicable, for each quarter, entire or partial, after March 31, 2026, until the date that (A) in the case of Delayed Credits, the Delayed Credits are available to be claimed by the Investor Member or (B) in the case of Deferred Credits, such Deferred Credits are no longer subject to deferral under Section 49 of the Code (the reductions referred to in this sentence and the preceding sentence, the “Delay Amount”). If the Delay Amount exceeds the amount of all remaining Installment(s) or the amount of the reduction of any Installment is limited by the provisions of Section 5.03(c), the difference between the Delay Amount and the amount by which such Installment(s) were reduced shall be paid by Managing Member as an indemnification payment to Investor Member in such amount, and Guarantor under the Guaranty shall guarantee the payment of such amount to Investor Member.

Anything to the contrary herein notwithstanding, the cumulative adjustments under this Section 5.03 and under Section 8.07(d) due to any Negative Credit Adjustment and any Delay Amount shall be limited so that the Investor Member’s Capital Contribution is not reduced below the Fixed Contribution and any balance shall be either (A) if not the result of an event described in clause (b) of the definition Excluded Event, promptly paid by Managing Member as an indemnification payment to Investor Member in such amount, and Guarantor under the Guaranty shall guarantee the payment of such amount to Investor Member and (B) if the result of an event described in clause (b) of the definition Excluded Event, deemed a Credit Recovery Adjustment.

If any Negative Credit Adjustment or Delay Amount determined purs uant to Section 5.03 or any R ecapture/Disallowance Adjustment Amount determined pursuant to Section 8.07 is not paid when due by the Managing Member or Guarantor or the Investor Member is assessed any amount which would constitute a Recapture/Disallowance Adjustment Amount but for the fact that it results from an Excluded Event (other than an event described in clause (a) of the definition of Excluded Event) or does not result from a 1M - Page 216

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Manager Breach, then any such amount will be deemed a Credit Recovery Adjustment on such date. All Unpaid Credit Recovery Adjustments shall be deemed to bear interest from the respective dates on which such Credit Recovery Adjustments were determined at an annual interest rate equal to the Designated Prime Rate plus two percent (2%), compounded annually. Credit Recovery Adjustments shall be payable by the Company as provided in Article XI. Any subsequent Recapture/Disallowance Adjustment Amount paid by the Managing Member or Guarantor pursuant to Section 8.07 shall be credited against the Unpaid Credit Recovery Adjustments on the date received.

Nothing in this Section 5.03, including any of the limitations on the reductions that may be made to the Capital Contribution of the Investor Member as the result of any Credit Adjustment, Delay Amount or Excluded Event, shall be deemed to limit any remedy of the Investor Member for loss, liability expense or damages to the Investor Member caused by a Manager Breach.

Any indemnification payment to be paid under this Section 5.03 to Investor Member that is not paid when due shall accrue interest at the rate of twelve percent (12%) per annum, until paid.

Withholding of Capital Contribution Upon Default. In the event that: (a) any event described in Section 8.12 herein has occurred, (b) foreclosure proceedings have been commenced against the Leasehold Interest or the Property or any portion thereof, (c) the Managing Member has not made its capital contribution to the HTC Landlord, in its capacity as managing m ember of the HTC Landlord, as required by the HTC Landlord Operating Agreement, or (d) any default exists under any of the Operating Documents, then the Company and the Managing Member shall be in default of this Agreement, and the Investor Member, at its sole election, may withhold payment of any Installment otherwise payable to the Company; provided , however, that if a payment of all or any portion of the then due Installment will cure the event justifying the withholding, then the Investor Member may pay such Installment otherwise payable if it is applied to cure such event. At the sole election of the Investor Member, it may directly apply all or any part of any unpaid Installment to cure the event justifying the withholding, including, without limitation, the failure of the Managing Member to make payments required under Sections 8.07 and/or

8.09. Unless applied as set forth above, all amounts so withheld by the Investor Member under this Section 5.04 shall be promptly contributed to the Company only after the Managing Member or the Company has cured the default justifying the withholding, as demonstrated by evidence reasonably acceptable to the Investor Member.

Subordinated Loans.

The Managing Member shall have the right, but not the obligation, after funding all other obligations under this Agreement, including, without limitation, its obligation to fund Operating Deficits pursuant to Section 8.09 hereof, to make 1M - Page 217

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“Subordinated Loans” pursuant to this Section 5.05(a) to fund Operating Deficits of the Company or to fund other reasonable and necessary obligations of the Company.

At the request of a Member, which request may be made quarterly, any Subordinated Loan shall be evidenced by a non -negotiable promissory note or notes reflecting any such Subordinated Loans made during the preceding calendar quarter.

Subordinated Loans shall be on the following terms: (i) interest shall accrue on Subordinated Loans at an annual interest rate equal to the Designated Prime Rate plus two percent (2%), compounded annually; and (ii) Subordinated Loans shall be repayable solely as set forth in Sections 11.01 and 11.04 of this Agreement. Subordinated Loans shall be unsecured loans.

Subordinated Loans shall not be considered a part of a Member’s Capital Contribution and shall not increase such Member’s Capital Account.
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CHANGES IN MANAGING MEMBER
Resignation of a Managing Member.

A Managing Member may resign from the Company or sell, transfer or assign its Interest as Managing Member (or a Controlling Interest in the Managing Member) only with the Consent of the Investor Member, and of the Lenders, if required , and only after being given written approval by the necessary parties as provided in Section 6.02 of the Managing Member(s) to be substituted for it or to receive all or part of its Interest as Managing Member.

In the event that a Managing Member resigns from the Company or sells, transfers or assigns its entire Interest in compliance with Section 6.01(a), it shall be and shall remain liable for all obligations and liabilities incurred by it as Managing Member before such resignation, sale, transfer or assignment shall have become effective, but shall be free of any obligation or liability incurred on account of the activities of the Company from and after the time such resignation, sale, transfer or assignment shall have become effective.

Notwithstanding the foregoing, such Managing Member shall continue to be liable with respect to its acts or omissions taken as the Partnership Representative of the Company after such resignation, sale, transfer or assignment is effective, other than notification of the IRS of its resignation as the Partnership Representative.

Admission and Appointment of a Successor or Additional Managing Member . A Person shall be admitted and appointed as a Managing Member of the Company only if the following terms and conditions are satisfied:
the admission and appointment of such Person shall have been Consented to by Investor Member, and consented to, if required, by the Lenders; the successor or additional Person shall have accepted and agreed to be bound by (i) all the terms and provisions of this Agreement, by executing a counterpart thereof, and (ii) all the terms and provisions of the Operating Documents, to the extent applicable, by executing a counterpart thereof, and (iii) all the terms and provisions of such other documents or instruments as may be required or appropriate in order to effect the admission and appointment of such Person as a Managing Member, and an appropriate document evidencing the admission and appointment of such Person as a Managing Member shall have been filed, if required, and all other actions required by Section 1.05 in connection with such admission and appointment shall have been performed;
if the successor or additional Person is a limited liability company or corporation, it shall have provided the Company with evidence satisfactory to Counsel for the Company of its authority to become a Managing Member, to do business in the State and to be bound by the terms and provisions of this Agreement; and Counsel, upon request of the Investor Member, shall have rendered an opinion that the admission and appointment of the successor or additional Person is in conformity with the Act and that none of the actions taken in connection with the admission and/or 1M - Page 219

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appointment of such Person will cause the termination or dissolution of the Company or will cause it to be treated for federal income tax purposes as an association taxable as a corporation.

Effect of Bankruptcy, Death, Withdrawal, Dissolution or Incompetence of a Managing Member.

In the event of the Bankruptcy of the Managing Member, the termination, resignation, death or dissolution of the Managing Member or the adjudication that a Managing Member is incompetent (which term shall include, but not be limited to, insanity), the business of the Company shall be continued by the other Members unless the Company is terminated as otherwise provided for herein.

Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a Managing Member, such Person shall immediately cease to be a Managing Member and its Interest if applicable shall, without further action, be converted to a Member’s Interest until such time as the appointment and admission of a successor Managing Member hereunder, at which time such Interest (i) will be assigned to such replacement Managing Member and (ii) shall be ratably reduced to the extent necessary to insure that the remaining or substitute Managing Member holds a Percentage Interest equal to one percent (1%). Promptly thereafter, the Investor Member may appoint a successor Managing Member in the same manner as provided for in the event of termination of a Managing Member as described herein. The successor Managing Member shall have all rights and responsibilities of the Managing Member under this Agreement which ari se following the date of appointment of such successor Managing Member. Until the Investor Member has appointed a successor Managing Member, the Investor Member shall have all rights and responsibilities of the Managing Member under this Agreement.

A Managing Member that ceases to be a Managing Member in accordance with the provisions of this Section 6.03 shall cease to have any further rights under this Agreement, except as expressly set forth in this Section. A Managing Member that ceases to be a Managin g Member in accordance with the provisions of this Section 6.03 shall (i) be entitled to reimbursement of expenses or any fees or compensation provided for in this Agreement arising or earned before ceasing to be a Managing Member, and (ii) remain liable for all of its obligations and liabilities as Managing Member that accrued before the date which the Managing Member ceased to be a Managing Member and for any acts or omissions taken as the Partnership Representative of the Company after such date, other than notification of the IRS of its resignation as the Partnership Representative. Any amounts payable by the Company to a Managing Member that ceases to be a Managing Member in accordance with the provisions of this Section 6.03 whether as reimbursements, payments on Subordinated Loans, or otherwise, may be applied by the Company to meet the Managing Member’s obligations and liabilities (including any liability under any indemnification, but only obligations and liabilities incurred in its capacity as Man aging Member) to the Company or the other Members, shall be deemed paid to the Managing Member, and such application shall serve to reduce any such obligations or liabilities of the Managing Member.
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If, at the time of termination, resignation, Bankruptcy, death, adjudication that a Managing Member is incompetent or dissolution of the Managing Member, the Managing Member was not the sole Managing Member, then the remaining Managing Member(s) shall immediately (i) give Notice to the Investor Member of such te rmination, resignation, Bankruptcy, or dissolution and (ii) make such amendments to this Agreement and execute and file for recordation such amendments or documents or other instruments necessary to reflect that such Managing Member is no longer a Managing Member.

All parties hereto hereby agree to take all actions and to execute all documents as shall be necessary or appropriate to effect the foregoing provisions of this Section 6.03.

The Managing Member, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agrees that in the event the Managing Member should make application for or seek protection or relief under any of the Sections or Chapters of the United States Bankruptcy Code (the “Bankruptcy Code ”), or in the event that any involuntary petition is filed against the Managing Member, then, in such event, any other Member shall thereupon be entitled to immediate relief from any automatic stay imposed by Section 362 of the Bankruptcy Code, or otherwise, on or against the exercise of the rights and remedies available to such Member pursuant to this Agreement, or otherwise.

The foregoing shall in no way preclude, restrict or prevent the Managing Member from filing for protection under the Bankruptcy Code.

The Members acknowledge and agree that this Agreement is a contract under which the Investor Member is excused from accepting performance from the Managing Member, its assignee or trustee, in the event that the Managing Member makes application for or seeks protection under any of the Sections or Chapters of the Bankruptcy Code, or in the event that an involuntary petition is filed against such Managing Member. The effect of this Paragraph shall be that this Agreement is hereby deemed to be subject to the exceptions to assumption and assignment of contracts set forth in Sections 365(c)(1) and 365(e)(2)(A) of the Bankruptcy Code and that the Investor Member, by its refusal to consent to an assumption or assignment of this Agreement by the Managing Member after the filing of a petition in bankruptcy by or against such Managing Member, shall be able to prevent such assumption or assignment.

In the event that the Managing Member makes application for or seeks relief or protection under any of the Sections or Chapters of the Bankruptcy Code, or in the event that any involuntary petition is filed against said Managing Member, then, in such event, any Member may apply or move to the bankruptcy court in which such petition is filed for a change of venue to the bankruptcy court where the Company has its principal place of business, and the Managing Member hereby agrees not to oppose or object to such application or motion in any way.
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ASSIGNMENT TO THE COMPANY
The Managing Member acknowledges that in consideration for its appointment as the Managing Member, it hereby transfers and assigns to the Company any and all of its rights, title and interest in and to the Leasehold Interest, including, without limitation, the following:
all contracts with respect to the operation of the Property; all governmental approvals obtained in connection with the operations of the Property;
any Operating Documents and other work product related to the Leasehold Interest; and
The foregoing rights, title and interest are deemed to have no v alue for purposes hereof.
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RIGHTS, OBLIGATIONS AND POWERS OF THE MANAGING MEMBER
Management of the Company.

Except as otherwise set forth in this Agreement, the Managin g Member, within the authority granted to it under this Agreement, shall have full, complete and exclusive discretion to manage and control the business of the Company for the purposes stated in Article III, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to the best of its ability and use its best efforts to carry out the purpose of the Company. In so doing, the Managing Member shall take all actions necessary or appropriate to protect the interests of the Investor Member and of the Company. The Managing Member shall devote such of its time as is necessary to the affairs of the Company. The Managing Member shall not be paid any compensation for serving as managing member.

Except as otherwise set forth in this Agreement and subject to the applicable requirements of the Lenders and the provisions of the Operating Documents, the Managing Member (acting for and on behalf of the Company), in extension and not in limitation of the rights and powers given by law or by the other provisions of this Agreement, shall, in its sole discretion, have the full and entire right, power and authority in the management of the Company business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purpose of the Company, including, without limitation, the power to execute and deliver, on behalf of the Company, the Operating Documents and any bank resolution and signature card, release, discharge, or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith. All decisions made for and on behalf of the Company by the Managing Member shall be binding upon the Company. No person dealing with the Managing Member within the authority granted under this Agreement shall be required to determine its authority to make any undertaking on behalf of the Company, nor to determine any facts or circumstances bearing upon the existence of such authority. The Managing Member shall take all actions on behalf of the Company which pertain to the acquisition of the Leasehold Interest, the admission of the Investor Member to the Company, the obtaining of the HTC Lease and the Company’s investment in the HTC Landlord.

Limitations Upon the Authority of the Managing Member.

The Managing Member shall not have any authority to:
perform any act in violation of any Applicable Laws;
perform any act in violation of the provisions of any of the Operating Documents;
do any act required to be approved or ratified in writing by the Investor Member under the Act unless the right to do so is expressly given in this Agreement or written approval has been obtained;
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borrow from the Company or commingle Company funds with funds of any other Person;
Enter into any sublease that has a term that extends the term of the HTC Lease; or
terminate the HTC Lease while the Investor Member is a Member of the Company.

The Managing Member shall not, without the Consent of the Investor Member, have any authority to and/or cause the Company to:
sell, finance, refinance or otherwise dispose of all or substantially all of the assets of the Company, including the Leasehold Interest and any interest in the HTC Landlord; grant or refinance any mortgage or other indebtedness of the Company, or take any action that would give rise to an obligation by the Company or its Members to file a Reportable Transaction Disclosure Statement (Form 8886); permit a disposition of the Leasehold Interest within the meaning of Section 50 of the Code, or take any action that would cause a Recapture/Disallowance Event;
supplement, replace, renew, cancel or amend any of the Operating Documents (including, without limitation, any change in the HTC Lease Payment); incur debt in excess of $25,000 in the aggregate at any one time outstanding on the general credit of the Company, except borrowings constituting Subordinated Loans or Operating De ficit Loans, or which are provided for in an approved Budget, if any;
undertake or permit any rehabilitation, repairs or other work on the Building inconsistent with the Secretary’s Standards or construct any new or replacement capital improvements on the Property which (I) substantially alter the Property or its use, (ii) violate any Historic Approvals, or (III) involves cost in excess of $25,000 in a single Company Fiscal Year;
acquire any real property in addition to the Leasehold Interest; make any fili ng to begin Bankruptcy proceedings on behalf of the Company or confess any judgment against the Company;
make application(s) for or accept any grant funds on behalf of the Company regardless of the source of the grant;
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(A) consent to (or cause or permit the Company to consent to) the commencement of litigation by or defense of litigation against the Company or Managing Member, (B) on a per claim basis, consent to (or cause or permit the Company to consent to) (1) the settlement, compromise, mediation or other relinquishment of any litigation or other claim (actual or perspective) involving more than $25,000 against the Company that is not covered by insurance, (2) dismissal of any litigation or arbitration matter involving more than $25,000 against the Company that is not covered by insurance, (3) release, waiver or diminishment of any material Company rights in any litigation or arbitration matter involving a claim in excess of $10,000, or (4) confession of a judgment in excess of $25,000, or (C) on a per claim basis, consent to the settlement or dismissal of litigation involving more than $50,000 brought by the Company.
change the nature of the Company’s business;
dissolve and wind up the Company;
permit the merger or termination of the Company;
take any action or fail to take any action that causes or is likely to cause the Building to be delisted from the National Register of Historic Places or to be certified as noncontributing to the historic district in which it is located, as applicable, or revocation of the Part 3 Approval;
grant or request on behalf of the Company any approval or consent provided for in the Operating Documents, or permit any amendments to any of the Operating Documents;
take any action or fail to take any action that would prevent the Historic Tax Credits from being passed through to the Company pursuant to the HTC Lease, including, without limitation, any action that would be required to maintain compliance with the Safe Harbor;
guarantee the indebtedness of any Person;
confess any judgment against the Company, or commence litigation on behalf of the Company, except for tenant eviction matters in the normal course of business, or compromise any claim or liability owed by the Company or consent to a settlement with respect to any claim, lawsuit or other legal or administrative proceeding involving the Company as a party;
effect a sale, transfer, assignment, pledge, hypothecation or other disposition, of all or any portion of the HTC Landlord Interest; submit or permit Landlord to submit to National Park Service and/or SHPO any amendment to the Part 2 Approval in effect as of the Admission Date; 1M - Page 225

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engage in transactions in which the Managing Member or an Affiliate of the Managing Member has an actual or potential conflict of interest with any Investor Member or the Company and which could have a material adverse effect on the Company or its Leasehold Interest in and to the Project; except as otherwise set forth in the HTC Lease , cause or permit the Company to enter into any contract or agreement with the Managing Member or any Affiliate of any Managing Member;
make any expenditures (or series of expenditures) which would cause actual Operating Expenses to exceed total Operating Expenses reflected in an approved Budget by more than five percent (5%) for any calendar year; change any accounting method or practice of the Company in any manner that would materially adversely impact any Investor Member or the Company or replace the Accountants;
cause or permit the HTC Landlord to enter into any loan or otherwise obtain, modify or extend any financing without the Consent of Investor Member, which solely following the Flip Date, such Consent shall not be unreasonably withheld so long as the following conditions are met:
at least a 1.20x ratio of Adjusted Operating Income of the Company less Adjusted Operating Expenses of the Company for a projected period of at least 6 months divided by all p ayments of principal, interest, or other charges, or any combination thereof, due on the proposed loan (in addition to any previously approved financings) for such period, as determined by the Accountants and as reviewed and approved by the Investor Member. the loan or financing shall have a loan-to-value ratio of no greater than eighty percent (80%);
HTC Landlord must maintain at least 5% of stabilized value of the property in equity in such loan or financing;
the loan or financing must pay off any remaining Deferred Developer Fee before HTC Landlord can request a draw of such loan or financing; there shall be no change to any amounts due under the HTC Lease nor in the projected amount of the Investor Member’s Target Return; all accrued Priority Return shall be paid to date;
is not projected in financial projections reviewed and approved by Investor Member to result in a reduction in Net Cash Flow that would cause the Priority Return to be projected to be unpaid in any calendar year; 1M - Page 226

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a subordination and non- disturbance agreement shall be executed by and among such Lender, Company, HTC Tenant and Invest or Member in substantially the form attached to the HTC Lease as Schedule C; and a recognition and non-disturbance agreement shall be executed by and among such Lender and Investor Member, among other parties, for any direct or indirect pledge of any membership interest in HTC Landlord or the Company in form and substance acceptable to Investor Member in its sole and absolute discretion;
take any action which would cause the Company to make, or be obligated to make, an equity investment in or (ii) any othe r Person other than HTC Landlord (as set forth in this Agreement);
take any action which would cause the termination of the Company for federal income tax purposes or dissolution of the Company for state law purposes; sublease as an entirety the Property or enter into subleases of the Property without the Consent of the Investor Member ; provided, that Investor Member consents to the Theater Sublease;
admit any Person as a Member, except as otherwise provided in this Agreement;
breach any representation, warranty, or covenant of Managing Member contained herein;
take any action and/or direct HTC Landlord to take any action in connection with any audit of HTC Landlord as contemplated under Section 6.8(d) of the HTC Lease;
take any action or engage in any discussions and negotiations with the National Park Service as contemplated under Section 6.8(e) of the HTC Lease; or take any action for which the Consent of the Investor Member is required under the HTC Lease or any other provision of this Agreement with out obtaining such Consent in each such instance.

Management Purposes; Fiduciary Duty.

In conducting the business of the Company, the Managing Member shall be bound by the Company’s purpose(s) set forth in Article III.

The Managing Member shall have a fiduciary responsibility to the Investor Member for the safekeeping and use of all real and personal property owned by the Company (“Company Property”), whether or not in its immediate possession or control, and shall not use or dispose of Company Property in any manner except for the Company’s 1M - Page 227

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exclusive benefit. Except as otherwise specifically provided in this Agreement, the Managing Member shall not contract away its fiduciary duties under the common law of agency.

Delegation of Authority. The Managing Member may delegate all or any of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Company, which Person may, under supervision of the Managing Member, perform any acts or services for the Company as the Managing Member may approve. No such delegation or other action described herein shall (i) relieve the Managing Member of its obligations and responsibilities to ensure the proper management of the Company and the Project or (ii) relieve the Managing Member of its obligations under this Agreement.

Developer Entity Dealings with the Company.

A Developer Entity may act as developer or property manager on terms and conditions permitted by the Investor Member and each of the Lenders, if applicable, on such terms and conditions and may receive compensation in each case meeting the standards set forth in Section 8.05(b).

Neither the Company nor the Managing Member nor Theater Subtenant shall enter into any agreement with any Developer Entity for the sale of goods or services to the Company not specifically provided for in this Agreement without the Consent of Investor Member.

Any contract covering such transactions shall be in writing and shall be terminable without penalty on ninety (90) days’ Notice. Any payment made to a Developer Entity for such goods or services shall be fully disclosed to the Investor Member in the reports required under Section 13.04. The Company shall not, by the making of lump -sum payments to any Person for disbursement by such Person, circumvent the provisions of this Section 8.05(b).

Notwithstanding the foregoing, the Investor Member hereby consents to the HTC Lease, the HTC Landlord Operating Agreement, the Oakview Theat er Management Agreement, the Development Agreement, the Theater Sublease and the other Operating Documents in the forms executed at Initial Closing.

Other Activities. The Investor Member, its members and Affiliates may engage in or possess interests in other business ventures of every kind and description for their own account, including, without limitation, serving as a member of other limited liability companies which own, either directly or through interests in other limited liability companies, projects similar to the Property. Neither the Company nor any other Member shall have any rights by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom.
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Liability for Acts and Omissions.
(a) No Managing Member shall be liable, responsible or accountable in damages or otherwise to any of the Members for any act or omission performed or omitted by it in good faith on behalf of the Company and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in the best interest of the Company, except that the Managing Member shall be liable for, and shall indemnify, defend, and hold harmless the Company and Investor Member from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of, its actions and/or omiss ions to the extent they are attributable to a Manager Breach or actions performed outside the scope of its authority, and further provided that this will not affect the Managing Member’s guaranties and obligations hereunder, which remain in full force and effect, unaffected by this provision. In no event shall the Company or Investor Member be entitled to double recovery for the same loss under both the indemnity provisions and separate guaranties or obligations hereunder. Any loss or damage incurred by the Managing Member by reason of any act or omission performed or omitted by it in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company (but not, in any event, any loss or damage incurred by any Managing Member by reason of a Manager Breach) shall be paid from Company assets to the extent available (but the Investor Member shall not have any personal liability to the Managing Memb er under any circumstances on account of any such loss or damage incurred by the Managing Member or on account of the payment thereof).
(b) The Managing Member shall indemnify, defend and hold harmless the Investor Member and the Company (and the Company shall indemnify, defend and hold harmless the Investor Member) from and against any actual loss, liability, damage, cost or expense (including reasonable attorneys’ fees) to the extent that the Managing Member’s (including its employees and/or agents) acts and/or omissions constituted a Manager Breach and such breach had a material adverse effect on the Company or the Investor Member. (c) In connection therewith and not in way of limitation of the above, the Managing Member shall be obligated to pay damages to In vestor Member at the time provided in the following sentence if (i) Managing Member fails to satisfy its duties and obligations with respect to Section 4.02(c)(v), (ii) Managing Member fails to satisfy its duties and obligations with respect to Section 4.02(c)(vi), (iii) any Developer Entity fails to obtain and maintain casualty insurance as required by the Operating Documents, [(iv) solely to the extent that any Developer Entity fails to obtain and maintain casualty insurance with respect to the Building t hat includes the Necessary Earthquake Coverage, the occurrence of any earthquake or other seismic event that results directly or indirectly in the loss, recapture or disallowance of Historic Tax Credits,] (v) the Building has not been individually listed on the National Register (as defined the HTC Lease) on or before [TBD, 2025], (vi) an event of Bankruptcy has occurred with respect to any Developer Entity prior to the Credit Commencement Date (vii) [at least 70% of the Projected Historic Tax Credits proje cted to be delivered with respect to QREs placed in service in the 2026 taxable year as set forth in the Projections have not been delivered within the 2026 taxable year, (viii) prior to the Credit Commencement Date, the occurrence of an event under Sectio n 5.04(a) or 5.04(b), (ix) the 1M - Page 229

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occurrence of any Bad Acts, or (x) the occurrence of an Adverse Change of Law prior to the Credit Commencement Date (each a “Critical Event ”); provided, that Investor Member shall have the sole and exclusive right to extend any date that triggers a Critical Event. Upon the occurrence of any of the Critical Events, the Managing Member shall, within ten (10) calendar days thereafter, give Notice to the Investor Member of the occurrence of such Critical Event and of the Managing Member’s obligation to pay damages to Investor Member. The Investor Member may by Notice to the Managing Member at any time after becoming aware of the events specified herein, regardless of whether the Managing Member has complied with the ten (10) calend ar day Notice requirement described herein, elect to require the Managing Member to pay damages to the Investor Member in an amount equal to 100% of the Investor Member’s Capital Contributions paid to such date plus interest thereon at the lower of (1) 12% or (2) the maximum interest rate allowed by law, in each event compounded annually, from the date the capital is contributed until the date payment is made hereunder, plus (ii) reasonable costs and expenses incurred by the Investor Member related to such events (the “ Damages Payment”) . The Managing Member shall make the Damages Payment to the Investor Member within ten (10) calendar days after receipt of Notice from the Investor Member of the occurrence of one of the events described in this Section 8.07 and shall indemnify the Investor Member, and hold it harmless from and against, any and all claims or other liability arising respecting the occurrence of the Critical Events. Any Damages Payment not made when due shall accrue interest at the rate of twelve percent (12%) per annum, until paid. Following the payment in full of the Damages Payment, the Investor Member may, in its sole discretion, deem the Flip Date to have occurred for all purposes hereunder and, in such case, upon any exercise of the Investor Member Put, the Investor Member Put Price shall equal the lesser of (X) $1,000 and (Y) the amount determined under Section 14.01(b)(i).
(d) Without limiting the generality of the foregoing the Managing Member shall indemnify, defend and hold harmless the Investor Member and the Company (and the Company shall indemnify, defend and hold harmless the Investor Member) from and against any actual loss, liability, damage, cost or expense (including reasonable attorneys’ fees) from a Recapture/Disallowance Event. Subject to Section 5.03(c), if a Recapture/Disallowance Event occurs prior to the time the Investor Member has paid in its Capital Contribution in full, the amount of the next succeeding Installment (and any Installment(s) thereafter if necessary) of the Investor Member shall be reduced by the Recapture/Disallowance Adjustment Amount. If the Recapture/Disallowance Adjustment Amount exceeds the amount of the remaining Installments, no further Installments remain to be contributed, or the reduction in Inst allments is limited by Section 5.03(c), then the difference between the Recapture/Disallowance Adjustment Amount, and the amount by which such Installment(s) were reduced, shall be (i) be treated as a Credit Recovery Adjustment and (ii) Managing Member shall be obligated to make an indemnification payment to Investor Member in such amount and Guarantor under the Guaranty, shall guarantee the payment of such amount to Investor Member. Payment of such amount shall not relieve Managing Member from the payment of any other indemnification obligation that it may have to Investor Member under this Section 8.07. Any amounts not paid within thirty (30) days of written demand shall bear interest at an annual interest rate equal to the Designated Prime Rate plus two percent (2%), compounded annually.
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(e) The Managing Member shall indemnify, defend and hold harmless the Investor Member from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) for any Transfer Taxes (as hereinafter defined) incurred by the Investor Member as a result of the Investor Member’s admission to, or becoming a Member of, the Company or the exercise of the Investor Member’s rights under Article XIV hereof.

As used herein, “Transfer Taxes” means any real property transfer taxes assessed by or within the State or the city or county in which the Property is located, including, without limitation, any such taxes imposed on the transfer of an interest in an entity that owns real property.
(f) The indemnification rights contained in this Section 8.07 shall (i) be joint and several recourse obligations of the Managing Members (if more than one); (ii) survive dissolution of the Company, the withdrawal, removal, incompetence, bankruptcy or insolvency of the Managing Member and the withdrawal, insolvency, dissolution or bankruptcy of the Investor Member; and (iii) be cumulative of and in addition to any and all rights, remedies and recourses to which the Investor Member shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity.

Company Taxable as Partnership.

The Managing Member shall take such steps and comply with such other requirements as may from time to time be necessary to assure that all provisions of the Code (as now or hereafter interpreted by the IRS or the courts) are met that are necessary to assure that the Company is classified as a partnership for federal income tax purposes.

Upon request, the Managing Member shall deliver to the Investor Member financial statements or other evidence reasonably satisfactory to the Investor Member of compliance with the requirements with Section 8.08(a). If the Managing Member is unable to comply with the requirements of Section 8.08(a) then, at the request of the Investor Member, and subject to Section 6.01, an additional or substitute Managing Member shall be admitted who shall cause the Managing Member to be in compliance with Section 8.08(a).

Operating Deficits. In the event that an Operating Deficit exists during the Initial Operating Period, the Managing Member shall provide such funds to the Company as shall be necessary to pay such Operatin g Deficit(s) in the form of a loan to the Company (the “Operating Deficit Loan(s)”). The Managing Member shall make Operating Deficit Loans in such amounts and at such intervals so as to allow the Company to cover accrued accounts payable on a 60-day current basis. An Operating Deficit Loan shall be treated as if it were a Subordinated Loan in accordance with the provisions of Section 5.05(b); provided, however, that an Operating Deficit Loan shall bear no interest, and shall be repaid only if the Managing Member is not in default with respect to its obligations under this Agreement.

Net Interim Income. Any Net Interim Income will be used to pay the Priority Return during the Property Development Period and, with the Consent of the Investor Member, any remaining Net Interim Income shall be added to Net Cash Flow for the first Company Fiscal Year in which Net Cash Flow is to be determined.
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Withholding of Fee Payments. Without limitation on any other provision in this Agreement, upon the occurrence of any of the events described in Section 5.04, then the Managing Member shall be in default of this Agreement, and the Company shall withhold payment of any amounts otherwise payable to Managing Member hereunder until such time as such default shall have been cured; provided, however, that if a payment of all or any portion of such amounts then otherwise due would cure the event justifying the withholding, then the Company shall pay such amounts otherwise payable if it is applied to cure such event.

Removal of the Managing Member.

The Investor Member, shall have the right to remove the Managing Member subject to Section 8.12(b):
for any Manager Breach; or
upon the occurrence of any of the following:
(A) the Company or any Developer Entity shall have violated any provisions of any of the Operating Documents or any Applicable Laws, any of which has a material, adverse impact on the Company, the Investor Member, its members or Affiliates, or the Property;
(B) the Managing Member or the HTC Landlord shall have
caused or suffered any loan or financing to go into default and such default shall not have been cured within any applicable notice and cure period under the Approved Loan Documents;
(C) the Managing Member shall have conducted its own affairs or the affairs of the Company in such manner as would:
(1) cause the Company to fail to qualify as a limited
liability company under the Act;
(2) cause the termination of the Company for federal
income tax purposes;
(3) cause the Company to be treated for federal income
tax purposes as an association taxable as a corporation; (4) cause non-compliance with the Safe Harbor; or
(5) cause a Recapture/Disallowance Event that is not
remedied by payment of the Recapture/Disallowance Adjustment Amount. (D) an event of Bankruptcy shall have occurred with respect to the Company or any Developer Entity; or there shall have occurred the liquidation or dissolution of any corporate Guarantor; or the death of an individual Guarantor, 1M - Page 232

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but then only if the personal representative of such Guarantor shall have failed to timely reach a binding agreement with the Company as provided for in the Guaranty;
(E) [Reserved];
(F) the Managing Member shall have been removed as the
managing member or general partner of the HTC Landlord; (G) failure of the Managing Member to comply or cause the Company to comply with its obligations under the HTC Landlord Operating Agreement, and such failure shall not have been cured within any applicable cure period;
(H) unless the Managing Member or the Guarantor have funded Operating Deficits when and as required herein, if net operating income for any Fiscal Year is less than seventy five percent (75%) of the projected net operating income for such year (as set forth in the Budget) for two (2) consecutive years; (I) the HTC Lease shall have terminated prior to the expiration of its term for any reason other than a default by the Company attributable to a default by the Investor Member hereunder; or
(J) any event of default by any Guarantor pursuant to the terms of the Guaranty, unless otherwise satisfied as provided for therein.

The Investor Member shall give Notice to all Members of its determination that the Managing Member shall be removed. The Managing Member shall have the lesser of (1) thirty (30) days after receipt of such Notice or (2) the cure period applicable to the event of default as determined by the operative document, to cure any default or other reason for such removal (if susceptible to cure); provided, however, that if upon the expiration of said thirty (30) day period, the Managing Member shall not have cured such default and, if in the reasonable judgment of the Investor Member, (x) the Managing Member has made reasonable progress towards cure, and (y) the default was not capable of being cured within said thirty (30) day period, then unless and to the extent the nature of the default is such that there is a likelihood of material loss, liability or prejudice to the Investor Member its members or Affiliates from any such delay in removal, the Managing Members shall have thirty (30) additional days in which to cure any such default, in which event it shall remain as Managing Member; provided, further, that the foregoing initial thirty (30) day cure period shall not apply in the case of Bad Acts or an event under Section 8.12(a)(ii)(D), or in the event of any failure or violation that constitutes an event of default as defined in the HTC Lease and as to which no cure period is provided to the Company or if the c ure period is shorter than thirty (30) days. If the default or other cause for removal shall not be susceptible to cure or shall not have been cured within any applicable cure period, the Managing Member shall cease to be a Managing Member and shall automatically be removed as a Managing Member, and the powers and authorities conferred on it as Managing Member under this Agreement shall cease, and (X) if a default or other cause for removal under this 1M - Page 233

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Section 8.12 is a Bad Act, then at the sole election of the Investor Member, Section 8.12(c) or Section 8.12(d) shall apply and (Y) if a default or other cause for removal under this Section

8.12 is not a Bad Act, then Section 8.12(c) shall apply.

Following the removal of the Managing Member pursuant to Section 8.12(b), then upon written notice to the Managing Member, which notice shall specify Investor Member’s election to exercise its rights under this Section 8.12(c), the Investor Member may elect to become the Managing Member or to designate another Person to become, a non - member manager (such entity, the “Replacement Manager”), in each case with any or all of the Management Rights held by the Managing Member, without limitation, the right to directly enforce the Company’s rights under the Operating Documents, and to give any notices or file any objections permitted or required to be given or filed by the Company under the Operating Documents. Upon an election by the Investor Member under this Section 8.12(c), the Replacement Manager shall automatically be come and shall be deemed to have all of the Management Rights. Upon any Person (including the Investor Member) becoming the Replacement Manager, (i) (a) if the Replacement Manager is the Investor Member, its interest in the Company shall not be increased as a result thereof or (b) if the Replacement Manager is not the Investor Member, the Replacement Manager shall not have any ownership interest in the Company, (ii) the Replacement Manager shall neither be liable for any representations, warranties, or covenants of the replaced Managing Member nor owe any fiduciary duty to any Member, except, in each instance, to the extent agreed to in writing by the Investor Member and Replacement Manger and (iii) Managing Member shall cease having any Management Rights and shall instead be a non-managing Member but shall continue to be liable for (A) all monetary obligations, including, without limitation, its obligations to fund Operating Deficit Loans and other obligations hereunder that do not require Management Rights and (B) all of its obligations and liabilities under this Agreement that arose prior to Investor Member’s designation of the Replacement Manager. Each Member hereby irrevocably appoints the Investor Member (with full power of substitution) as the attorney -in-fact of such Member for the purpose of executing, acknowledging, swearing to, recording and/or filing any amendment to this Agreement and the Articles necessary or appropriate to confirm the foregoing. [NTD: under review] Following the removal of the Managing Member pursuant to Section 8.12(b), and upon written notice to the Managing Member which notice shall specify Investor Member’s election to exercise its rights under this Section 8.12(d), the following provisions shall apply:

In the event of the re moval of any Managing Member pursuant to the provisions of this Section 8.12(d), the Company shall pay to the Managing Member an amount equal to the sum of (i) $100, and (ii) the principal balance and any accrued but unpaid interest on any Operating Deficit Loans, minus (i) an amount equal to any loss or damage suffered by the Company or the Investor Member as a result of the breach or occurrence creating the right of the Investor Member to remove the Managing Member (including, without limitation, any tran sfer taxes owed by the Company that are triggered by the removal) and (ii) any other amounts owed by the Managing Member to either the Company or Investor Member. 1M - Page 234

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In the event of the removal of any Managing Member pursuant to the provisions of this Section 8.12(d), any amounts due to the Managing Member pursuant to the provisions of Section 8.12(d)(i) shall be payable from the proceeds of a Capital Transaction after payments made under [Section 11.04(f)]; provided, that any fee, loan proceeds or distribution that would otherwise be paid or distributed to the removed Managing Member under this Section 8.12(d) at any time when a payment is owed to the Investor Member by the removed Managing Member or the Guarantor, shall be paid to the Investor Member to the extent of the amount owed and applied to such amount. The obligation of the Company to make payments to the Managing Member shall be evidenced by a negotiable nonrecourse unsecured non-interest bearing promissory note issued by the Company.

The Company’s sole liability to the removed Managing Member shall be the amount due under Section 8.12(d)(i) above and the Company shall be completely released from all other liability to the removed Managing Member and any other Developer Entities generally and to any others to whom any Distribution, loan, fee or other payments are to be made hereunder. Concurrently with, and as a condition to, the delivery of the note described under Section 8.12(d)(ii) above, the Managing Member shall provide the Company and the Inv estor Member (the “Released Parties”) with additional written releases from the Managing Member (and any other Developer Entity to whom obligations of any kind are owed by any of the Released Parties or any of their Affiliates) confirming such releases.

Upon the removal of any Managing Member under this Section 8.12(d), the Managing Member shall have no further interest in the Company and shall be relieved of all of its future obligations to the Company except that the removed Managing Member shall not be released from any liabilities to the Company or Investor Member hereunder from any action or omission to act of the Managing Member prior to its removal.

In the event of the removal of any Managing Member pursuant to the provisions of this Section 8.12[(d ), the Investor Member may designate a Person or Persons to become the successor Managing Member or Members replacing the removed Managing Member. Each Member hereby irrevocably appoints the Investor Member (with full power of substitution) as the attorney- in-fact of such Member for the purpose of executing, acknowledging, swearing to, recording and/or filing any amendment to this Agreement and the Articles necessary or appropriate to confirm the foregoing.

The Investor Member hereby is granted an irrevocable power of attorney, coupled with an interest, to execute any and all documents on behalf of the Members and the Company as shall be legally necessary and sufficient to effect all of the foregoing provisio ns of this Section 8.12. The election by the Investor Member to remove the Managing Member under this Section shall not limit or restrict the availability and use of any other remedy or action which the Investor Member or any other Member might have with respect to the Managing Member in connection with their undertakings and responsibilities under this 1M - Page 235

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Agreement. Nothing in this Section 8.12 shall reduce or otherwise limit the rights, remedies or other actions available to the Investor Member against the removed Managing Member.

Reserves. The Managing Member shall (a) cause the Theater Subtenant to establish and maintain an operating reserve (the “Operating Reserve”) in the amount of $[2,349,469] to fund operating expenses of the Building as required under the Theater Sublease and (b) cause the HTC Landlord to establish and maintain a replacement reserve (the “Replacement Reserve”), which is to be funded in the amount of $[50,000] per year from cash flow of HTC Landlord and is to be applied to the cost of Repairs (as defined in the HTC Lease) upon receipt of reasonable evidence of such Repairs delivered by Managing Member to Investor Member , and (c) cause all other Reserves required to be maintained hereunder or pursuant to the Operating Documents to be so maintained. Without the Consent of the Investor Member, the Company shall not permit the release funds from the Operating Reserve by Theater Subtenant.

Theater Manager.

Prior to the termination of the Theater Sublease or the Oakview Theater Management Agreement, the Company shall cause the Theater Subtenant to engage a Theater Manager (including Oakview) pursuant to a Theater Management Agreement (including by renewal of the Oakview Theater Management Agreement) and the Company shall ensure that any Theater Management Agreement is governed by provisions consistent with this Section 8.14. Following the termination of the Theater Sublease, the Company may engage, and if requested by Investor Member , shall engage, a Theater Manager subject to the Theater Management Agreement Requirements below and the rights of Investor Member set forth in Section 8.15(a) below.

Each Theater Management Agreement shall be subject to the following requirements (the “Theater Management Agreement Requirements”: (i) the fees paid under any such agreement shall be no greater than that which would be charged by an unrelated third party in an arm’s -length transaction for the services to be provided to the Company and the Project pursuant to such agreement, and, unless otherwise approved in writing by Investor Member, such fees, together with any other fees to be paid pursuant to any existing Theater Management Agreements, will not exceed either the amounts anticipated to be paid for such services in the Projections or in any approved Budget for the period covered by such Budget, (ii) such agreement, the economic terms thereof and any property management plan produced in connection therewith shall have been approved by the Lenders if required by any other party holding approval rights with respect thereto, (iii) unless otherwise approved in writing by Investor Member, such agreement shall be cancellable upon thirty (30) days prior written notice without payment of a fee or penalty or such Agreement shall contain termination rights for each of the Theater Management Termination Events set forth in Section 8.15 below, such cancellation or termination to be exercisable by the Managing Member or Investor Member on behalf of the Company, (iv) if the property manager under such agreement is or becomes an Affiliate of the Managing Member or any Developer Entity, then (A) unless otherwise approved in writing by I nvestor Member, the agreement must require a subordination of fees, with such subordinated fees to be payable from Net Cash Flow consistent with the definition of and calculation of Net Cash Flow and the distribution 1M - Page 236

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of Net Cash Flow pursuant to Section 11.01(a) herein, and (B) the fees payable under such proposed property management agreement shall have been confirmed in writing by a qualified, independent third party a t arms’ length, which written report shall be subject to the Consent of Investor Member in its sole discretion, (v) the proposed property manager shall be subject to the prior written Consent of Investor Member, provided , that if the proposed property manager is an Affiliate of the Managing Member or any Developer Entity, such approval may be withheld by Investor Member in its sole dis cretion, and (vi) subject to the other requirements in this paragraph, the form and substance of such agreement shall be subject to prior written Consent of Investor Member. Notwithstanding the foregoing, the Investor Member consents to the Theater Management Agreement as in effect on the Effective Date; provided, however, that any renewal of the Theater Management Agreement shall be subject to the Theater Management Agreement Requirements.

With respect to the O akview Theater Management Agreement and upon the execution of any Theater Management Agreement by the Company after the date hereof, the Managing Member shall be deemed to have represented and warranted to the Investor Member that (a) the Company has received all necessary approvals with respect to the entry into such Theater Management Agreement by the Company or Theater Subtenant, as applicable, and (b) the fees payable under such Theater Management Agreement are no greater than that which would be charged by an unrelated third party in an arm’s -length transaction for the services to be provided to the Company or the Theater Subtenant, as applicable, and the Project pursuant to such agreement.

Termination of Theater Management Agreement.

The Managing Member (i) upon receiving the prior written Consent of Investor Member and, if applicable, any required approval of any Lender, may terminate a Theater Management Agreement, and (ii) at the request of Investor Member, shall terminate a Theater Management Agreement if a Theater Management Termination Event has occurred. If the Managing Member fails to terminate any Theater Management Agreement requested by Investor Member following the occurrence of a Theater Management Termination Event, Investor Member, at its sole election, shall have the right on behalf of the Company to terminate such Theater Management Agreement and, at its sole election, enter into a property management agreement with an Affiliate of Investor Member or other Person acceptable to Investor Member.

As used herein, a “Theater Management Termination Event ” shall exist upon the occurrence of a ny of the following: (i) the Theater Manager is declared Bankrupt, is dissolved, or makes an assignment for the benefit of its creditors; (ii) the Theater Manager commits any fraud, gross negligence or any intentional misconduct; (iii) the Theater Manager fails to exercise reasonable care in the discha rge of its duties and obligations as Theater Manager, including, without limitation, any action or failure to take any action by the Theater Manager which: (A) violates in any material respect any provision of the Theater Management Agreement, or any mater ial requirement of any of the Operating Documents or HTC Landlord-approved management plan for the Property, if any, which violation has not been cured within any applicable notice and cure period; (B) violates in any material 1M - Page 237

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respect any Applicable Laws; (C) causes the Property to be operated in a manner which if continued would give rise to a Recapture/Disallowance Event; or (D) violates any provision of Section 13.04 of this Agreement, which violation has not been cured within any applicable notice and cure period; (iv) the Managing Member fails or refuses to fund Operating Deficits when and as required herein; or (v) the Managing Member is removed as Managing Member pursuant to this Agreement.

Loans to the Company . The Company is authorized to receive Operating Deficit Loans and Subordinated Loans on the terms set forth in this Agreement. In addition, if (i) additional funds are required by the Company for any purpose relating to the business of the Company or for any of its obligations, expenses, costs or expenditures, and (ii) the Company has not received an Operating Deficit Loan, or Subordinated Loan to pay such amounts, then the Company may borrow such funds as are needed from a Person or organization, other than a Developer Entity, in accordance with the terms of this Section 8.16, for such period of time and on such terms as the Managing Member and the Investor Member may agree; provided, however, that no such additional loan s shall be secured by any mortgage or other encumbrance on the property of the Company other than Permitted Encumbrances without the Consent of the Investor Member except that such Consent shall not be required in the case of the hypothecation of personal property purchased by the Company and not included in the security agreements executed by the Company at the time of Admission Date. Nothing in this Section 8.16 shall modify or affect the obligation of the Managing Member to make Operating Deficit Loans and to perform its obligations when and as required by this Agreement.

Operating Budget and Capital Budget. The annual operating budget and the capital budget for the Property (the “ Budget”) shall be prepared by the Managing Member and submitted to the Investor Member for its review at least sixty (60) days prior to the start of the Company Fiscal Year, with any such proposed Budget subject to the Consent of the Investor Member before it becomes effective. Such Budget shall specifically provide for all budget expenses in all major categories, including, without limitation, administration, operation, repairs and maintenance, utilities, capital improvements, Taxes, insurance, interest and all budgeted expenses which are to be paid to any Developer Entity. The review and approval of the Budget by the Investor Member, or its objections to the Budget, shall be made and delivered to the Managing Member within thirty (30) day s of the Investor Member’s receipt of the proposed Budget. After commencement of the Company Fiscal Year covered by such Budget, the Managing Member shall notify the Investor Member in writing of any proposed modification in the allocation of funds among the specific categories in the Budget approved by the Investor Member by more than (i) the greater of 10% or $2,500 in any category, or (ii) more than 5% of the overall Budget.

Investor Member’s Rights Following a Manager Breach.

Following a Manager Breach, and in addition to any other rights granted to the Investor Member pursuant to the terms hereof, the Investor Member and its employees, agents, counsel and other representatives (collectively, the “ Representatives”), in the sole and absolute discretion of the Investor Member shall be authorized and directed by the Company and the Managing Member to (i) enter into discussions, negotiations or other 1M - Page 238

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communications with any representative, agent, servicer or other party representing any Lender, whether or not accompanied by the Managing Member, and without liability or obligation of any kind; (ii) terminate such discussions, negotiations or other communications with any Lender, at any time, without notice to the Managing Member and without liability or obligation of any kind; and (iii) disclose to any other party any information in their possession relating to the Project, as they deem appropriate. The Co mpany and the Managing Member waive and release all rights, remedies, and other recourse of any nature that they may have against the Investor Member or its Representatives in respect of any discussions, negotiations or other communications described in th is Section 8.18, including, without limitation, any rights, remedies and other recourse of any nature arising from the disclosure by the Investor Member or its Representatives of any proprietary or confidential information relating to the Project.

Following a Manager Breach, and in addition to any other rights granted to the Investor Member pursuant to this Agreement, the Investor Member, in its sole and absolute discretion, shall be authorized and directed by the Managing Member and the Company to exercise the rights of the Company pursuant to Section 6.8(d) or 6.8(e) of the HTC Lease. The Managing Member and the Company waive any claims or defenses related to the Investor Member’s direction of the Company pursuant to this Section 8.18. Each Member hereby irrevocably appoints the Investor Member (with full power of substitution) as the attorney -in-fact of such Member for the purpose of executing, acknowledging or sending any notices or demands of the Company necessary or appropriate to the exercise of the rights and powers granted by this Section 8.18.

Each Member hereby acknowledges and agrees that if the Investor Member exercises any of the rights and remedies set forth in this Section 8.18, such exercise shall not be deemed a waiver by the Investor Member of any defaults, breach or violation, which may exist at the time of such exercise, including, without limitation, a Manager Breach.

TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS

OF INTERESTS OF INVESTOR MEMBER
Purchase for Investment.

The Investor Member hereby represents and warrants to the Managing Member, to the Company and to any other Investor Member that the acquisition of its Interest is made as principal for its account for investment purposes only and not with a view to the resale or distribution of such Interest, except insofar as Applicable Securities Laws permit such acquisitions to be made for the account of others or with a view to the resale or distribution of such Interest without requiring that such Interest, or the acquisition, resale or distribution thereof, be registered under Applicable Securities Laws.

Except for any transfer pursuant to Section 14.01, the Investor Member agrees that it will not sell, assig n or otherwise transfer its Interest or any fraction thereof to any Person who does not similarly represent and warrant and similarly agree not to sell, assign 1M - Page 239

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or transfer such Interest or fraction thereof to any Person who does not similarly represent and warrant and agree.

Restrictions on Transfer of Investor Member’s Interest.

The offer, sale, transfer, assignment, hypothecation or pledge of any Interest of the Investor Member to any Affiliate of the Investor Member (an “Affiliate Transferee”) shall be permitted without the Managing Member’s Consent. Any other offer, sale, transfer, assignment, by hypothecation or pledge of any Interest of the Investor Member, or any offer, sale, transfer, assignment, hypothecation or pledge of any Interest by any other Investor Member shall be subject to the Consent of the Managing Member in its reasonable discretion.

The Investor Member whose Interest is being transferred shall pay such reasonable expenses as may be incurred by the Company in connection with such transfer.

Nothing in this Section 9.02 shall limit the authority of any member of the Investor Member to offer, sell, transfer or assign any interests within such member of the Investor Member in such member’s sole discretion.

The Investor Member shall remain liable for all Capital Contributions required of the investor member hereunder, regardless of any assignment or transfer of its membership interest in the Company.

Admission of Substitute Investor Member.

Subject to the other provisions of this Article IX, an assignee of all or a portion of the Interest of an Investor Member (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Interest) shall be deemed admitted as a Substitute Investor Member of the Company only upon the satisfactory completion of the following:
each assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart thereof or an appropriate amendment he reto, and such other documents or instruments as the Managing Member may require in order to effect the admission of each such Person as an Investor Member;
an amended Agreement and/or Articles evidencing the admission, if necessary, of each such Person as an Investor Member shall have been filed for recording, if necessary, pursuant to the requirements to the Act; each assignee shall have represented and agreed in writing as required by Section 9.01;
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if any assignee is a corporation, the assignee shall have provided the Managing Member with evidence satisfactory to Counsel of its authority to become an Investor Member under the terms and provisions of this Agreement; and each assignee or the assignor shall have reimbursed the Company for all reasonable expe nses, including all reasonable legal fees and recording charges, incurred by the Company in connection with such assignment.

For the purpose of allocation of Profits or Losses and credits, and for the purpose of distributing Net Cash Flow of the Company, a Substitute Investor Member shall be treated as having become, and as appearing in, the records of the Company as a Member following satisfaction of the requirements of Section 9.02(a) and upon its signing of an amendment to this Agreement, agreeing to be bound hereby.

The Managing Member covenants and agrees that it will take all actions reasonably necessary (or requested by the Investor Member) to cooperate with the Investor Member to facilitate the Investor Member’s disposition or transfer of its Interest and/or the receipt of such consents, including, without limitation, delivering an updated legal opinion, providing financial statements, information , and reports with respect to the Managing Member, Guarantor, and or the Company and reaffirming the accuracy of the representations and covenants set forth in this Agreement. If the approval of any lender, U.S.

Department of Housing and Urban Development , or G overnmental Authority is required pursuant to the terms of the Operating Documents, the Managing Memb er covenants and agrees that it will take all actions requested by Investor Member to cooperate with Investor Member to obtain and deliver such approvals to Investor Member. Investor Member and its members are authorized to update UCC, judgment and tax lien searches with respect to the HTC Landlord, the Company and its members and to disclose such information to potential transferees and to initiate contact (and take any other actions needed to obtain required consents) with any lender or third-party whose consent to such disposition is required.

The Managing Member shall cooperate with each Person seeking to become a Substitute Investor Member by preparing the documentation required by this Section and making any official filings and publications. The Man aging Member shall cause the Company to take all such action, including the filing of any amended Agreement and/or Articles evidencing the admission of any Person as an Investor Member, if required, and the making of any other official filings and publications, if required, as promptly as practicable after the satisfaction by the assignee of the Interest of an Investor Member of the conditions contained in this Article IX to the admission of each such Person as an Investor Member of the Company. Any cost or expense incurred in connection with such admission shall be borne by each Substitute Investor Member.

The Investor Member has not acquired its interest in the Company with the intent of abandoning the interest after completion of the Rehabilitation.

Notwithstanding anything to the contrary set forth in Article XIV hereof, but subject to this Section 9.03:
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(i) Managing Member hereby expressly consents to the admission of an Affiliate Transferee as a Substitute Investor Member;

(ii) Such Affiliate Transferee shall become a Substitute Investor Member upon full execution of an amendment to this Agreement, evidencing such admission, under terms and provisions acceptable to the Affiliate Transferee; and

(iii) The Managing Member hereby grants the Affiliate Transferee and the Investor Member an unconditional, irrevocable power of attorney to execute any and all documents necessary or appropriate to effectuate the admission of a Substitute Investor Member pursuant to this Section 9.03(f), including, without limitation, any transfer documents, which power of attorney is coupled with an interest and is irrevocable.

Rights of Assignee of Company Interest.

Except as provided in this Article and as required by operation of law, the Company shall not be obligated for any purpose whatsoever to recognize the assignment by any Investor Member of its Interest until the Company has received actual Notice thereof.

Any Person who is the assignee of all or any portion of an Investor Member’s Interest, but does not become a Substitute Investor Member and desires to make a further assignment of such Interest, shall be subject to all the provisions of this Article IX to the same extent and in the same manner as any Investor Member desiring to make an assignment of its Interest.
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RIGHTS AND OBLIGATIONS OF INVESTOR MEMBER
Management of the Company. The Investor Mem ber shall not take part in the management or control of the business of the Company nor transact any business in the name of the Company. Except as otherwise expressly provided in this Agreement, the Investor Member shall not have the power or authority to bind the Company or to sign any agreement or document in the name of the Company. The Investor Member shall not have any power or authority with respect to the Company except insofar as the Consent of the Investor Member shall be expressly required and except as otherwise expressly provided in this Agreement. Notwithstanding the foregoing, any exercise of the rights and powers of the Company under the HTC Landlord Operating Agreement to direct, consent or approve the removal of the HTC Landlord’s Managin g Member pursuant to the HTC Landlord Operating Agreement shall require the Consent of the Investor Member.

Limitation on Liability of Investor Member . The liability of the Investor Member shall be limited to its Capital Contribution as and when payable under the provisions of this Agreement. The Investor Member shall not have any other liability to contribute money to, or in respect of the liabilities or obligations of, the Company, nor shall the Investor Member be personally liable for any obligations of the Company. The Investor Member shall not be obligated to make loans to the Company. No vote, Consent, or other action of Investor Member shall ever be construed to make Investor Member liable as a Managing Member or cause Investor Member to be liable for Company obligations.

Other Activities. The Investor Member may engage in or possess interests in other business ventures of every kind and description for its own account, including, without limitation, serving as a member of other limited liability companies which own, either directly or through interests in other limited liability co mpanies, projects similar to the Property. Neither the Company nor any of the Members shall have any right by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom.
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PROFITS, LOSSES, DISTRIBUTIONS
Allocation of Profits, Losses, Credits and Cash Distributions.

After application of Section 11.10, all Operating Profits and Operating Losses, except those gains and losses referred to in Section 11.03, and all credits shall be allocated among the Members in accordance with their Percentage Interests as set forth in Section

5.01. All Net Cash Flow shall be distributed as follows:
to the Investor Member in the amount of any Unpaid Credit Recovery Adjustments and interest thereon;
to the Investor Member in the amount of any outstanding Special Tax Distribution;
to the Investor Member in the amount of any outstanding Priority Return for the Company Fiscal Year plus any outstanding Priority Return for any prior Company Fiscal Year;
to fund the Replacement Reserve, if applicable;
to the repayment pari passu of any Subordinated Loans (and accrued interest thereon) and any Operating Deficit Loans; and
the balance to the Members in accordance with their Percentage Interests.

In any year in which a Member sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute Member, the share of all Profits or Losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 distributed to, all Members which is attributable to the Interest sold, assigned or transferred shall be allocated and distributed to the assignee from and after the first day of the calendar month following the month in which the assignee executes this Agreement; provided, however, that the assignor and the assignee may, by agreement, make special provisions for the allocation of items of Profits or Losses, deduction or credit as may from time to time be permitted under the Code, and for the distributions of Net Cash Flow and the proceeds of Capital Transactions, but such allocation shall be binding as to the Company only after it sh all have received Notice thereof from the assignor and assignee.

The Company shall distribute Priority Return annually for the prior calendar year no later than January 31 of the following year and the remainder of Net Cash Flow annually for the prior calendar year no later than [April 30] of the following year, in the manner provided in this Agreement; provided, however, that no amounts shall be paid or distributed to the Managing Member or any Developer Entity until after the reports specified in Section 13.04(a) have been received and approved by the Investor Member. 1M - Page 244

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In the event that there is a determination that there is any original issue discount, imputed interest or stated interest attributable to the Capital Contribution of any Member, or any loan between a Member and the Company, any income or deduction of the Company attributable to such imputed interest, stated interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Member.

If any Member’s Interest in the Company is reduced but not eliminated because of the admission of new Members or otherwise, or if any Member is treated as receiving any items of property described in Section 751(a) of the Code, the Member’s Interest in such items of Section 751(a) property that was property of the Company while such Person was a Member shall not be reduced, but shall be retained by the Member so long as the Member has an Interest in the Company and so long as the Company has an Interest in such property.

In accordance with Section 704(c) of the Code (relating to allocations with respect to appreciated contributed property) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contribut ed to the capital of the Company shall be allocated, solely for tax purposes, among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value. Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement.

In the event that the Managing Member makes any Operating Deficit Loans pursuant to Section 8.09, any deductions or losses of the Company attributable to the use of those funds shall be specially allocated to the Managing Member.

No distributions or return of Capital Contributions shall be made and paid from Company assets if, af ter the distribution or return of contribution is made, either:
(i) the Company would be insolvent, or (ii) the net assets of the Company would be less than zero.

Determination of Profits or Losses.

Profits or Losses for all purposes of this Agreement shall be determined in accordance with the accrual method of accounting for federal income tax purposes.

Allocation of Profits or Losses from a Capital Transaction.

After application of Section 11.10, Profits or Losses from a Capital Transaction recognized by the Company shall be allocated in the following manner:
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All Profits shall be allocated (i) first, to the Members with negative Capital Account balances, in proportion to such balances, that portion of gains (including any Profits treated as ordinary income for federal income tax purposes) which is equal in amount to such Members’ negative Capital Accounts in the Company; (ii) second, Profits in excess of the amount allocated under (i) shall be allocated to the Members in the amount and to the extent necessary to increase their Capital Accounts so that the proceeds if then distributed under Section 11.04 would be distributed in accordance with the Members’ respective Capital Accounts.

Losses shall be allocated (i) first, to the extent of and in such proportions to the Members’ positive Capital Accounts; and (ii) second, the amount of any Losses that remain after the allocations in subparagraph (b)(i) to the Members in accordance with the manner in which they bear the economic risk of loss associated with such Losses. In the event that no Member bears an economic risk of loss, then all Members shall be allocated Losses in excess of the amounts allocated under (i) and (ii) in accordance with their Percentage Interests.

If, at the end of the year for which Profits or Losses are allocated under this Section 11.03, there is any minimum gain attributable to nonrecourse liabilities or Member nonrecourse debt, then for (and solely for) purposes of applying the foregoing provisions of this Section 11.03, each Member’s Capital Account shall be increased by the amount of such Member’s share of such minimum gain.

Any portion of the gains treated as ordinary income for federal income tax purposes under Sections 1245 and 1250 of the Code (“Ordinary Income Amount”) shall be allocated on a dollar for dollar basis to those Mem bers to whom the items of Company deduction or loss giving rise to the Ordinary Income Amount had been previously allocated.

Distribution of Proceeds from a Capital Transaction.

Except as may be required under Section 12.02(b), the proceeds resulting from the liquidation of the Company assets pursuant to Section 12.02, and the net proceeds resulting from any Capital Transaction, as the case may be, shall be distributed and applied in the following order of priority:
to the payment of all matured debts and liabilities of the Company and all expenses of the Company incident to any Capital Transaction), excluding (i) debts and liabilities of the Company to Members or any Affiliates, and (ii) all unpaid fees owing to any Developer Entity under this Agreement;
to the setting up of any reserves which the Liquidator (or the Managing Member if the distribution is not pursuant to the liquidation of the Company) deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Company;
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to the payment to the Investor Member of any Unpaid Credit Recovery Adjustments and interest thereon;
to the Investor Member in the amount of any outstanding Priority Return; to the payment of any unpaid Special Tax Distribution (including any Taxes that are projected (at the Applicable Tax Rate) to be imposed on the members of the Investor Member as a result of the Capital Transaction);
to the rep ayment of any unpaid debts and liabilities (including unpaid fees) owed to the Members or any Affiliates by the Company for Company obligations, including any loans made pursuant to Section 5.05, and any Operating Deficit Loans; and the balance to the Members in accordance with their Percentage Interests.

Notwithstanding the foregoing, no proceeds resulting from a Capital Transaction shall be distributed to the extent that, after the distribution is made, either: (i) the Company would be insolvent, or (ii) the net assets of the Company would be less than zero.

If there is more than one Managing Member, any distribution to the Managing Member shall be made pro rata in accordance with their Percentage Interests.

Capital Accounts.

A separate Capital Account shall be maintained and adjusted for each Member. There shall be credited to each Member’s Capital Account the amount of its Capital Contribution, the fair market value of any property contributed to the Company (net of any liabilities secured by such property) and such Member’s distributive share of the Profits for Tax purposes of the Company; and there shall be charged against each Member’s Capital Account the amount of all Net Cash Flow distributed to such Member, the fair market value of any property distributed to such Member (net of any liabilities secured by such property), the net proceeds resulting from the liquidation of the Company’s assets or from any Capital Transaction distr ibuted to such Member, and such Member’s distributive share of the Losses for Tax purposes of the Company. Each Member’s Capital Account shall be maintained and adjusted in accordance with the Code and the Treasury Regulations thereunder. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Reg. §1.704- 1(b), and shall be interpreted and applied in a manner consistent with such regulations. It is the intention of the Members that the Capital Accounts maintained under this Agreement be determined and maintained throughout the full term of this Agreement in accordance with Section 704(b) of the Code and the accounting rules of Treasury Reg. §1.704-1(b)(2)(iv).

Except as otherwise provided in this Agreement, no Member shall be required to restore any deficit in such Member’s Capital Account or bring such Member’s Capital Account into parity with the Capital Account of other Members. In the event that the Company is liquidated within the meaning of Treasury Reg. § 1.704- 1(b)(2)(ii)(g), if the Managing Member’s Capital Account 1M - Page 247

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has a deficit balance (after giving effect to all contributions, distributions and allocations), the Managing Member shall increase its Cap ital Contribution by the amount of such deficit in compliance with Treasury Reg. § 1.704-1(b)(2)(ii)(b)(3).

Authority of Managing Member to Vary Allocations to Preserve and Protect Members’ Intent.

It is the intent of the Members that each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with this Article XI to the fullest extent permitted by Section 704(b) of the Code.

Subject to the Consent of the Investor Member, the Managing Member hereby is authorized and directed to allocate income, gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise provided for in this Article XI to the extent that allocating income, gain, loss, deduction or credit (or item thereof) in the manner provided for in Article XI would, in the opinion of the tax advisor to the Company (tax counsel or the Accountants) cause the determinations and allocations of each Member’s distributive share of income, gain, loss, deduction, or credit (or item thereof) not to be permitted by Section 704(b) of the Code and Treasury Regulations promulgated thereunder.

Notwithstanding any other provision to the contrary, in compliance with Sections 4.02(1) and (2) of the Revenue Procedure, for each Company Fiscal Year or other period, (i) the Managing Member shall be allocated at leas t 1% of each material item of Company income, gain, loss, deduction and credit; and (ii) the Investor Member shall be allocated a percentage of each material item of Company income, gain, loss, deduction and credit that is at least 5% of the Investor Member’s Percentage Interest in each such item for the Company Fiscal Year for which the Investor Member’s Percentage Interest is the largest (as adjusted for sales, redemptions, or dilution of such Investor Member’s interest). In particular, to the extent any special allocation in Section 11.03 or 11.06(a) would otherwise result in an allocation of any item in percentages that are not consistent with the foregoing, to the extent such items cannot be reallocated in compliance with this Section 11.06(b) without causing such special allocations to fail to be consistent with those required by the Allocation Regulations, the Managing Member may instead (with the Consent of the Investor Member) cause an additional amount of income, gain, loss, deduction or credit of similar character (such as depreciation expense or gross income) to be allocated to the Managing Member or Investor Member as appropriate to offset any allocation that would otherwise fail to comply with this Section 11.06(b). Any allocation made pursuant to Section 11.06(a) or (b) shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article XI and no amendment of this Agreement or approval of any Member shall be required.

Designation of Partnership Representative.

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the Company, as provided in Treasury Regulations pursuant to Sections 6233 and 6241 of the Code. Each Member, by the execution of this Agreement, Consents to such designation of the Partnership Representative and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such Consent.

For each taxable year, the Partnership Representative shall appoint as Designated Individual an individual who meets the requirements of the Revised Partnership Audit Rules for a “designated individual,” has sufficient experience and authority to represent the Company in all dealings with the IRS, and for taxable years beginning during the Recapture Period, is consented to by the Investor Member. No later than the effective date of the designation of the Designated Individual, such Designated Individual must agree in writing to be bound by the same obligations and restrictions imposed on the Partnership Representative under thi s Article XI prior to and as condition of such designation. If a Designated Individual for any taxable year becomes unable to perform the tasks required of a Designated Individual, no longer has the “capacity to act” within the meaning of the Revised Partnership Audit Rules, or the Managing Member otherwise determines that such person should be removed as the Designated Individual, the Managing Member shall promptly notify the Members of such determination and take all necessary actions to effectuate the resignation (or revocation) of such person as Designated Individual for all taxable years such designation was in effect (including obtaining any required IRS notification of such resignation from such person to be held in trust and delivered to the IRS at t he time specified in the Revised Partnership Audit Rules). The designation of the Designated Individual shall also automatically terminate on the effective date of the resignation or revocation of the applicable entity as Partnership Representative.

In the event of a withdrawal or removal of the Managing Member pursuant to Article VI or Section 8.12 hereof, to the extent permitted by law, the Company shall revoke the designation of the Managing Member as the Partnership Representative for all taxable years such designation was in effect and the Managing Member shall take all necessary actions to effectuate its resignation as Partnership Representative in accordance with the Revised Partnership Audit Rules, including updating the Partnership Representative contact information for the IRS as the Investor Member may specify or providing any required IRS notification to the Investor Member to be delivered to the IRS at the time specified in the Revised Partnership Audit Rules. Notice of such revocation or resignation shall be given to the IRS in the time and manner prescribed by the IRS and shall include the designation of another person selected by the Investor Member as the successor Partnership Representative for the applicable taxable years and the designati on of another individual as Designated Individual in accordance with Section 11.07(b). The resigning or removed Partnership Representative and Designated Individual shall remain obligated hereunder in such capacity until the replacement is accepted by the IRS. The resigning or removed Partnership Representative and Designated Individual shall not be obligated hereunder or liable for actions taken by any successor Partnership Representative or successor Designated Individual. In furtherance hereof, the Investor Member hereby is granted an irrevocable power of attorney, coupled with an interest, to execute any and all documents on behalf of the Managing Member as shall be legally necessary and sufficient to affect all of the foregoing provisions of this Section 11.07(c).
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Notwithstanding any other provision of this Agreement, the Investor Member hereby is granted authority at any time to designate itself or its manager as the Partnership Representative for any taxable year it is a Member of the Company. The Investor Member may exercise its right to designate the Partnership Representative for specified taxable years, as provided herewith, upon ten (10) days’ Notice to the then -existing Partnership Representative and the Managing Member. In the event that the Investor Member exercises its right to designate the Partnership Representative, the pre -existing Partnership Representative will resign as the Partnership Representative for the specified taxable years and shall take all necessary actions to effectuate its resignation as Partnership Representative in accordance with the Revised Partnership Audit Rules, including updating the Partnership Representative contact information for the IRS as the Investor Member may specify or providing any required IRS notification to the Investor Member (or its designee) to be delivered to the IRS at the time specified in the Revised Partnership Audit Rules. Notice of such resignation shall be given to the IRS in the time and manner prescribed by the IRS and shall include the de signation of the Investor Member (or its designee) as the successor Partnership Representative for the specified taxable years and the designation of another individual as Designated Individual in accordance with Section 11.07(b). No later than the effective date of such designation, the Investor Member (or its designee) must agree in writing to be bound by the same obligations and restrictions imposed on the Partnership Representative under this Article XI prior to and as condition of such designation. The Investor Member (or its designee), upon such redesignation as the Partnership Representative, shall have thereafter all the authority and powers given to the Partnership Representative of the Company under the Code and under this Agreement. Each Member, by its execution of this Agreement, consents to such admission and designation, as the case may be, and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or app ropriate to evidence such consent. Upon any exit of the Investor Member from the Company, if it or its designee has been designated as the Partnership Representative for any taxable year, it shall either (i) affirm that it remains obligated as Partnership Representative with respect to any Tax Disputes arising with respect to such taxable year or (ii) resign simultaneous with any such exit and the Managing Member shall designate a replacement Partnership Representative as provided for herein.

The Company did not elect pursuant to Section 1101(g)(4) of the 2015 Budget Act to have the Revised Partnership Audit Rules apply to a taxable year of the Company beginning prior to January 1, 2025. If the Company requires a “tax matters partner” or other representative in connection with any state or local tax matter or any taxable year commencing prior to January 1, 2025, the Partnership Representative shall act in such capacity, provided, that the provisions of Sections 11.07(a) -(d), 11.08 and 11.09 shall apply to the “tax matters partner” or other in the same manner they apply to the Partnership Representative.

Authority of Partnership Representative.

The Partnership Representative shall have and perform all of the duties required under the Code, including the following duties:
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within five calendar days after the receipt of any correspondence or communication relating to the Company or a Member from the IRS, shall forward to each Member and Reviewed Year Member, as applicable, a photocopy of all such correspondence or communication(s) and shall, within five calendar days thereafter, advise each Member and Reviewed Year Member, as applicable, in writing of the substance and f orm of any conversation or communication held with any representative of the IRS;
inform the Members of any matter which requires their consent pursuant to this Article XI, along with any applicable deadlines imposed pursuant to the Revised Partnership Audit Rules or the IRS in its conduct of any particular Tax Dispute;
provide the Investor Member with a draft copy of any correspondence, filing or other materials to be submitted by the Company or the Partnership Representative in connection with any administrative or judicial proceedings relating to the determination of Company items reasonably in advance of such submission, incorporate all reasonable changes or comments to such correspondence or filing requested by the Investor Member to the extent such review and comments are provided in a timely manner such that it would allow the Company to comply with any deadline imposed under applicable law, and provide the Investor Member with a final copy of such correspondence, filing or other materials; and represent the Company in all dealings with the IRS and state and local taxing authorities in accordance with the obligations and restrictions imposed by this Agreement.

Palm Springs City CouncilSeptember 25, 2025

Palm Springs City Council
September 25, 2025