2025-01608 Donner Field Senior Apartments (Project): Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing and Approval of the Housing Authority of the City of Sacramento Issuance of Tax Exempt Bonds Obligations for the Donner Field Senior Apartments in the Amount of up to $30 Million; Approval of Construction and Permanent Loan Documents with Donner Field Senior, L.P. in the Amount of $13.71 Million in HOME, HOPWA, MHSA, City General Funds, and Seller Carryback Funds; Authorize the Issuance of Multifamily Mortgage Revenue Bonds in an Amount not to Exceed $30 Million for the Financing of the Projec — Sacramento City Council, October 7, 2025 (part 2 of 2)

19. Prior Lienholder. The provisions of this Deed of Trust shall operate subject to the claims of prior lienholders to the extent of such claims.

20. Nonrecourse. Notwithstanding any provision of this Deed of Trust or any document evidencing or securing the Loan, Borrower, and Borrower’s principals, agents, officers, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan, and in the event of a default Lender shall look solely to the Property subject to this Deed of Trust and to the rents, issues and profits thereof in satisfaction of the indebtedness evidenced by the Note; provided, that nothing in this condition and no action so taken shall operate to impair any obligation of Borrower under the Regulatory Agreement.

21. Reconveyance. Upon payment of all sums secured by this Deed of Trust, Lender shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee.

Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled to such reconveyance. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of their truthfulness.

22. Substitute Trustee. Lender, at Lender's option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed under this Deed of Trust. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee by this Deed of Trust and appl icable law.

23. Request for Notice. Borrower and each party listed to receive Additional Notices request that copies of the notice of default and notice of sale be sent to their respective addresses.

24. Statement of Obligation. Lender may collect a reasonable fee for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California, as it may be amended from time to time.

25. Use of Property. Borrower shall not permit or suffer the use of any of the Property for any purpose othe r than the use for which the same was intended at the time this Deed of Trust was executed.

26. Extended Use Agreement. In order to receive an allocation of federal low income housing tax credits, Borrower will be required to record in the real property reco rds of the County in which the property is located, an “extended low -income housing commitment” (as defined in Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended (“Code”)) (“Extended Use Agreement”). Lender acknowledges and agrees that, i n the event of a foreclosure of its interest under this Deed of Trust or delivery by Borrower of a deed in lieu thereof (collectively, a “Foreclosure”), Lender expressly agrees to undertake, with respect to low-income housing tenants, the requirements of Section 42(h)(6)(E)(ii) of the Code, as amended from time to time.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 45

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust.

BORROWER (Trustor):

DONNER FIELD SENIOR, L.P.

By:__________________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 46 Exhibit 5: Regulatory Agreement

REGULATORY AGREEMENT FOR RESIDENTIAL RENTAL PROPERTY

AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY

CITY FUNDS

PROJECT NAME: Donner Field Senior Apartments
PROJECT ADDRESS: 4501 9th Avenue, Sacramento, California 95820 APN: 014-0223-004-0000

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS ACKNOWLEDGED, AGENCY AND OWNER HAVE

ENTERED THIS REGULATORY AGREEMENT AND DECLARATION O F RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY (REGULATORY AGREEMENT) AS OF THE EFFECTIVE DATE.

1. GENERAL. This Regulatory Agreement includes the Exhibits listed below which are attached to and incorporated in this Regulatory Agreement by this reference.

2. DEFINITIONS. The capitalized terms in this Regulatory Agreement shall have the meanings assigned in the following table and in the body of this Regulatory Agreement as the context indicates. Terms being defined are indicated by quotation marks.

TERM DEFINITION
“Effective Date” This Regulatory Agreement shall be effective as of the following date: October 1, 2025 “Agency” Housing Authority of the City of Sacramento
a public body, corporate and politic.
“Agency Address” Agency’s business address is 801 12th Street, Sacramento, California 95814 “Owner” Donner Field Senior, L.P.
“Owner Address” Owner’s business address is as follows: 22645 Grand Street Hayward, CA 94541 “Jurisdiction” City of Sacramento
“Property”
That certain real property which is subject to this Regulatory Agreement as further described in the legal description, attached as Exhibit 1 – Legal Description of the Property and incorporated in this Regulatory Agreement by this reference
“Funding
Agreement”
The Funding Agreement between
Agency and Owner as follows:

Titled: Construction and Permanent Loan
Agreement
Dated: October 1, 2025
“Agency Funding” Agency Funding made by Agency to Owner under the Funding Agreement for the purchase and development of the Property
“Agency Funding
Amount“
The amount of Agency Funding, as follows: $1,250,000.00 “Plans and
Specifications”
That certain Plans and Specifications related to this Project and approved in writing by Agency on June 27, 2023.
“Proportionate
Agency
Assistance”
The percentage of the Project cost, including without limitation, land, predevelopment and development costs, that is attributable to Agency Funding. For rehabilitation projects, the percentage that Agency Funding bears to the total of the fair market value of the Property before rehabilitation and the total costs of rehabilitation.

3.38%
“Transfer”
A Transfer occurs whenever any of the following occur:

1. The transfer of partnership interests to or from any partner;

2. The removal, addition, or substitution of one or more of the general or limited partners of Owner; or

3. Any change in title to the Property or the Project.
“Funding
Requirements”
The legal restrictions on the use of the funds that Agency has used t o make Agency Funding, as applicable to and restricting the Property. The Funding Requirements are set out in Exhibit 2 – Funding Requirements.
“Approved Use”
The only permitted use of the Property, which is as a residential property available for rent by eligible residents pursuant to the City Funding Requirements and containing not less than the following number of units:
67 Donner Field – City Funds – Construction and Permanent Loan Agreement Page 47 “Governmental
Requirement”
All laws, orders, decrees, ordinances, rules and regulations of any United States federal, California state, local, or other governmental entity with statutory or regulatory authority over the Property or the Project.
“Title Policy” A policy issued by Placer Title Company that protects against losses that occur if the property is not free and clear of encumbrances, liens, and defects.

3. RESTRICTED UNITS; APPROVAL OF LEASES.
a. In order to ensure that the proper number and types of units have been rented in accordance with this Regulatory Agreement, Owner is prohibited from leasing any unit within the Project until either the parties have recorded against the Property a list of the Restricted Units or Agency has approved the individual lease or lease form for the Restricted Units. A “Restricted Unit” is a unit subject to the Agency’s rent and occupancy restrictions as a result of the financial assistance provided by the Agency for the Project. “Rent” means all amounts owed or paid by an Eligible Household reasonably related to an Eligible Household’s occupancy of a Restricted Unit, including without limitation a utility allowance, if any, and any amounts paid to Owner for parking, fees, taxes, pets, or any other expenses required by Agency or the Funding Requirements.

In no event shall the Rent exceed 30% of the Affordability Level defined below in Section 3(c). b. Owner shall ensure that at all times, each of the Restricted Units a re leased only to households who meet both of the following requirements:

(1) the household is deemed eligible for assistance in accordance with this Regulatory Agreement, the Funding Requirements, and all applicable Governmental Requirements; and

(2) the household’s annual adjusted income does not exceed the acceptable “Affordability Level,” which is the maximum annual adjusted income most recently established by the United States Department of Housing and Urban Development (HUD) for the Project’s Metropolitan Statistical Area and the household size. (if both requirements are met, an “Eligible Household”).

An Eligible Household who meets the Project’s eligibility criteria on the date of the Eligible Household’s initial occupancy shall remain eligible to continu e to lease the Restricted Unit where the Eligible Household resides so long as the Eligible Household’s annual adjusted income does not exceed the Affordability Level as adjusted for the current number of household members. In the event the Project is assisted with more than one source of Agency Funding, Owner shall determine household eligibility based on the Affordability Level stated for the source of assistance provided for each Restricted Unit, respectively.

c. When determining family size for the pur poses of determining whether a prospective tenant qualifies as an Eligible Household, Owner must include all persons applying to reside in the applicable Restricted Unit, except a qualified live -in aid, as determined in accordance with 24 CFR Part 8.

The maximum initial rent for the Restricted Unit shall be the following; provided, however, that upon the request of Owner, Owner and Agency may agree to a schedule of rents for the Restricted Units that complies with the following affordability requirements as of the date when the Project is first made available for occupancy. In any event the maximum rent for the Restricted Units shall not be adjusted not more often than once in a 12-month period.

4. Notwithstanding any conflicting provision in the Funding Req uirements, the Initial Rent per Unit per Month listed in this Regulatory Agreement shall be paramount and controlling.

Agency Funding
Source: Affordability Level:

Number of
Restricted
Units:

Type of Restricted
Units:

Maximum Initial Rent per
Restricted Unit per
Month:

SHRA City of
Sacramento
(Measure U) Funds
80% Area Median
Income (AMI) 5 One Bedroom $2,058
SHRA City of
Sacramento
(Measure U) Funds
30% Area Median
Income (AMI) 1 Two Bedroom $868

e. In the event of a conflict between the Funding Requirements and this Regulatory Agreement regarding the Initial Rent per Unit per Month, the lowest amount shall control.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 48

5. INCOME TARGETING REQUIREMENTS. Owner shall ensure that during any given fiscal year, at least 40% of Restricted Units that become available are leased to Eligible Households. If Owner has actively marketed the available Restricted Units to Eligible Households and has been unable to achieve the 40% target for admissions, Owner must promptly notify Agency and provide complete records of Owner’s marketing efforts, demonstrate that best efforts were made to fill available Restricted Units with Eligible Households, and certify that Owner is diligently continuing to attempt to meet the 40% target.

It shall be an Event of Default under this Regulatory Agreement if Agency finds, in its sole and absolute discretion, that Owner has not made or is currently not making a diligent effort to meet the 40% target.

6. MANAGEMENT COMPANY; MANAGEMENT AGREEMENT.

a. Owner agrees that at all times the Project shall be managed by a property manager (i) approved by Agency in its reasonable discretion and (ii) who has successfully managed at least five projects over forty units in size and subject to a recorded regulatory agreement for at least three years’ prior to the application, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). Owner shall submit to Agency from time to time such information about the background, experience and financial condition of any existing or proposed Manager as Agency may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. Agency reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Regulatory Agreement. Owner agrees to cooperate with Agency in such reviews.
b. If Agency determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the requirements or standards of the Funding Agreement, Agency may deliver notice to Owner requesting replacement of the Manager, which notice shall state clearly the reasons for such request. Owner agrees that, upon receipt of such notice, Owner shall within 60 days submit to Agency, a propos al to engage a new Manager meeting the requirements of this provision. Agency shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, Owner shall promptly terminate the existing Manager’s engagement and engage the new Manager.
c. Owner shall not enter into any management agreement or arrangement with any party with respect to the management of the Project without Agency's prior written consent, such consent not to be unreasonably withheld or delayed. Owner shall not materially modify, amend or terminate any approved management agreement (other than as required to comply with the terms of the Funding Agreement and/or applicable law) without Agency's prior written consent, which consen t will not be unreasonably withheld or delayed; provided, however, that Owner shall proceed prompt notice of Agency of such removal.

Agency consent shall not be required to extend the term of an existing management agreement.

Approved Management Company
Eden Housing Property Management

7. SPECIAL PROVISIONS. Owner shall also comply with the following special provisions.

Provision Term
Owner agrees to pay an annual administrative fee (“Fee”) to Lender as compensation for monitoring compliance with regulatory restrictions and the administration of the Loan. Borrower shall pay annually a Fee equal to 5 basis points ( 0.05%) of the outstanding bond amount. The Annual Administration Fee shall not be less than fifteen thousand ($15,000) annually. Fee payments shall commence on the Closing Date for the prorated semiannual period from the Closing Date to and including March 31, 2026 , and in equal semiannual installments in advance on each April 1 and October 1 of each year thereafter throughout the term of the Regulatory Agreement. In the event that there are multiple loans, only one annual administrative fee will be collected for all Lender loans.
32 Years

8. REPRESENTATIONS. Agency has provided Agency Funding to Owner to develop the Property, subject to the terms of the Funding Agreement. For purposes of this Section 8, “Property” shall mean Property or Restricted Unit as the context may indicate. This Regulatory Agreement is a substantial part of the consideration to Agency for making Agency Funding. The funds used by Agency under the Funding Agreement are funds from public funding sources administered by Agency and their use is subject to certain requirements some of which are embodied in this Regulatory Agreement. Further, Agency has

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 49 made Agency Funding in accordance with the laws, rules and regulations to which Agency is subject. Therefore, Agency has made Agency Funding conditioned upon Owner’s agreement, for itself and its successors and assigns, to comply with all provisions of this Regulatory Agreement, including without limitation, the Funding Agreement. Owner represents that it has had full opportunity to make itself independently familiar with such limitations and restrictions, and Owner accepts them and agrees to comply fully with them. As a material inducement to Agency to enter into the Funding Agreement and to give Agency Funding to Owner, Owner unconditionally, and each signatory who signs on its behalf, to the extent of their best knowledge, represents and warrants to Agency, as of the Close of Escrow, as follows:
a. Owner represents that it has had full opportunity to make itself independently familiar with the limitations and restrictions contained herein, and Owner accepts them and agrees to comply fully with them. b. The Plans and Specifications are satisfactory to Owner and the General Contractor and have been approved by Agency and all other construction lenders. There are no structural defects in the Project as shown in the Plans and Specifications that are known to or reasonably should have been known to Owner or its agents and employees, and to the best of Owner’s knowledge, no violation of any Governmental Requirement, includi ng but not limited to an environmental requirement, exists.

c. Owner is duly formed and validly exists in the form stated above, is qualified to do business in California, and has full power to consummate the transactions contemplated.

d. The consummation of the transactions covered by this Regulatory Agreement and the payment and performance of all of the obligations in the Funding Agreement and all documents evidencing, securing, or otherwise related to the Funding Agreement, will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, contract, loan or credit agreement, corporate charter, bylaws, partnership agreement, trust agreement, or other instrument to which Borrower or any of its general partners is a party or by which it or they or the Property may be bound or affected.

e. Owner is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

f. Owner has no t received financing for either the acquisition of the Property, the construction of the Project or the permanent financing of the Project except as has been specifically disclosed to and approved by Agency in writing.

g. All Personalty is vested solely in Owner, free of all claims, liens, and encumbrances, and the security interest of Agency in the Personalty is a first lien.

h. Owner has filed all required Federal, State, County, and City tax returns and has paid all taxes due and owing. Owner knows of no basis for additional assessments with respect to any taxes, other than the lien of taxes not yet due.

9. COVENANTS. Owner makes the following covenants. Unless Owner has received the prior written consent or Agency approval otherwise, Owner shall fully comply with each and every covenant. Except as otherwise stated in this Regulatory Agreement, the following covenants shall have a term that is the same as the longest term specified in the Funding Requirements.

a. Owner shall use and permit others to use the Property only for the Approved Use. . Additionally, Owner shall not use or permit others to use the Property, in whole or in part, for any “Disapproved Use,” which includes any use not listed as an Approved Use, including but not limited to a liquor s tore, bar, adult film store, hazardous materials storage or warehousing, tattoo or piercing establishment, pawn shop, check cashing or paycheck advance business, or cannabis sales, including medical cannabis.

b. Owner shall ensure full compliance with the Funding Requirements at all times.

c. Owner shall not convey, Transfer, hypothecate, or otherwise encumber any of the Property or permit the conveyance, Transfer, hypothecation, or encumbrance of the Property unless such conveyance, Transfer, hypothecation, o r encumbrance of the Property has received prior, written approval from the Agency and the assignee, transferee, beneficiary, or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the terms of this Regulatory Agreement.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 50 d. Owner shall not cause and shall not permit expansion, construction, modification reconstruction, or demolition of all or any part of any improvements on the Property, except as provided by the Funding Agreement or as authorized in a written agreement between Agency and Owner that has been executed by Agency’s Executive Director or their designee.

e. During the construction of the Project, Owner shall ensure that any funding received from Agency is used solely for payment of the costs of construction of the Project in accordance with the Plans and Specifications, or for other purposes specified in a written agreement between Agency and Owner that has been executed by Agency’s Executive Director or their designee.

f. During the Term of this Regulatory Agreement, to prevent defects, Owner shall inspect, review, supervise, and assure the high quality and suitability of any construction, demolition, rehabilitation, alteration, or maintenance performed on the Property.

Additionally, Owner shall ensure that any of the above acts are performed in a timely manner.

g. If, at any time, residents of the Project are displaced, Owner shall comply fully with all relocation laws. Owner’s failure to comply with applicable relocation laws is an Event of Default.

h. Owner shall maintain the Property and all building improvements, grounds and equipment of the Property in good repair and condition and in compliance with all applicable housing quality standards and local code requirements. Owner shall maintain the Property in good condition and shall keep the Property reasonably free from graffiti and unrepaired vandalism and from accumulation of abandoned property, inoperable vehicles, unenclosed storage, debris, waste materials, and hazardous substances. In the event of a casualty loss, Owner shall cause the restoration or replacement of the Property, in a timely manner.

i. Owner shall not cause and shall not permit discrimination based on race, color, national origin, religion, sexual orientation, gender, familial status, age source of income or disability in the sale, lease, or rental or in the use or occupancy of the Property. Owner covenants by and for him/her/itself, his/her/its heirs, executors, administrators, and assigns, and al l persons claiming under or through them that the re shall be no discrimination against or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. This covenant against discrimination shall continue in perpetuity.

j. Owner shall not evict, refuse to rent to, or otherwise treat someone differently because of that person’s status as a victim of domestic violence, dating violence, sexual assault, or stalking, in compliance with the Violence Against Women Act. This protection is available regardless of sex, gender identity, or sexual orientation.

k. Owner shall ensure compliance with the obligations imposed by the federal Personal Responsibility and Work Opportunity Act (Public Law 104-193, commonly known as the Welfare Reform Act) as amended by California Welfare and Institutions Code Section 17851, which restrict Agency funding of federal, state or local benefits to persons who are not citizens or qualified aliens as defined in such act.

l. At or before the close of escrow, Owner shall provide Agency with a detailed resident services plan including but not limited to the following information: (1) identification of all entities responsible for providing resident services to Proje ct tenants and each entity’s role in the provision of those services; (2) a description of the services to be provided; (3) a resident services budget; and (4) Agency approved resident services at the Project according to the schedule of fifteen (15) hours per week and including the following se rvices (the “Resident Services Plan”). Agency shall have the right to reject or approve the Resident Services Plan submitted by Owner. Prior to initial occupancy, Owner must have a Resident Services Plan in place that has been approved in writing by the Agency:

1) An onsite Coordinator who provides services to residents for a minimum of: four (4) hours per week; and

2) Services of a minimum of eleven (11) hours per week shall be provided and may include, but are not limited to:

i) Educational classes such as nutrition, exercise, health resources, health insurance application assistance, annual onsite health fair, English as a Second Language (ESL) classes; ii) Socialization activities such as bingo, gardening and community building events; and iii) Other services such as transportation assistance, counseling assistance and employee readiness and job search assistance.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 51 not limited to: the schedule of services and activities offered, the efforts made by Owner or resident services providers to advertise the activities and services, the number of Tenants served by each service or activity per week, the demographics of the Tenants served by each service or activity per week.

n. Owner shall ensure that the resident services offered at the Property are reasonably tailored to the needs of the Project’s resident community. Beginning at 75% occupancy of the Project’s residential units, Owner shall ensure that, at least once annually, the needs of the Project’s resident community are evaluated and, if necessary, the Resident Services Plan is amended to best suit the Project residents’ needs. The Resident Services Plan is not amended until the Agency provides written consent to the amendment.

o. At least once every calendar year, Owner shall deliver to Agency a “ Needs Assessment Report ,” which describes the following information in sufficient detail for the Agency to determine whether the needs assessment performed was adequate and whether the Resident Services Plan is adequately tailored to the Project’s needs:

1) the methodology used by Owner to determine the Project community’s needs;

2) a summary of the data collected about the Project community’s needs;

3) a summary of the data collected about the utilization of the existing resident services provided at the Project; and

4) an explanation of Owner’s decision to maintain the current Resident Services Plan or to amend the Resident Services Plan.

p. If Agency determines the Owner’s efforts to assess the Project residents’ needs or to tailor the Resident Services Plan to the Project’s residents’ needs are inadequate, Agency shall provide notice to Owner, and Owner shall remedy the deficiencies identified by Agency within 45 days of deemed delivery of such notice. Failure to remedy such deficiencies in a timely manner shall be an Event of Default.

q. Owner shall not permi t any entity to provide resident services at the Project without the Agency’s prior approval of such entity, such approval to be given, withheld, or revoked at any time upon Agency’s determination, in Agency’s sole and absolute discretion, that the resident services provider is not performing satisfactorily. Upon deemed delivery of notice from the Agency to Owner of the Agency’s determination that any resident services provider is performing or has performed unsatisfactorily to the Agency, Owner must ensure that such provider is removed and replaced with a new Agency-approved service provider within 60 days. Failure to timely remove and replace such service provider shall be an Event of Default under this Regulatory Agreement.

r. Subject to Agency’s written ap proval, Owner shall obtain and maintain for the life of this Regulatory Agreement an Agency approved, top quality property management agreement with a duly accredited real estate property management company for the management of the Property, and shall ass ure compliance of the property manager with the property management agreement. Agency shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Agency approval shall be an Event of Default under this Regulatory Agreement. Agency approval of a property management company or a property management agreement is fully revocable with 60 days’ notice from Agency. Upon the effective date of the revocation of Agency approval of a property management company or a property management agreement, the maintenance by Owner of the disapproved property management company or property management agreement, whichever applies, shall constitute an Event of Default under this Regulatory Agreement.

s. Owner shall not pass utility charges paid by Owner, including water, sewer, and garbage collection charges, through to any Tenant as an add-on to their contracted rent subject to adjustments permitted by applicable utility allowances.

t. Owner shall not make any Tenant’s payment of rental insurance premiums a condition of occupancy. If Owner require renters’ insurance, the policy premium must be deducted from the Tenant’s Rent. Owner shall not add the insurance premium to the Tenant’s Rent in either the initial year at any time thereafter.

u. Owner shall ensure all of the units, indoor common areas and buildings are smoke free.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 52 and equity, for the benefit and in favor of, and enforceable by, Ag ency, Agency's successors and assigns, any other governmental entity acting within its authority, and any successor in interest to Agency's interest under this Regulatory Agreement against Owner, its successors and assigns and every successor in interest t o all or any part of the Property.

11. TERM. The “Term” of this Regulatory Agreement shall commence on the Effective Date and continue until the terms of all of the covenants, including without limitation, the terms stated in the Funding Requirements, have ex pired or otherwise been terminated. Unless a longer term is stated in the Funding Requirements, the term of this Regulatory Agreement shall be thirty (30) years from the Effective Date.

12. EXPIRATION OF AFFORDABILITY PERIOD. Owner agrees the rent of "in -place” Tenants at the conclusion of the Term will continue to be governed by the applicable Affordability Restrictions for as long as those Tenants continue to reside in the Project.

13. MULTIPLE FUNDING REQUIREMENTS; BOND REGULATORY AGREEMENT. If more than one form of Funding Requirements is attached, each Restricted Unit shall be subject to the Funding Requirements for every Funding Source applied to the respective Restricted Unit. If the terms of the Funding Requirements shall conflict as to any Restricted U nit, the Funding Requirements shall be construed so as to meet all applicable requirements for the respective Restricted Unit, including without limitation the use of the most restrictive requirements and the use of the “Recapture” formula that results in the greatest repayment to Agency. If the terms of this Regulatory Agreement shall conflict as to the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of the Effective Date (the “Bond Regulatory Agreement”), between the Housing Authority of the City of Sacramento and the Borrower, this Regulatory Agreement shall be construed so as to meet all applicable requirements of the Bond Regulatory Agreement, including without limitation the use of the most restrictive requirements therein.

14. RECORDKEEPING AND REPORTING. Upon request of Agency, Owner shall promptly provide any additional information or documentation requested in writing by Agency to verify Owner's compliance with the provisions of this Regulatory Agreement. At the written request of Agency, Owner shall, within a reasonable time following receipt of such request, furnish reports and shall give specific answers to questions upon which information is desired from time to time relative to the income, assets, liabilities, contracts, operations, and condition of the property and the status of any deeds of trust encumbering the Property.

15. AUDIT AND INSPECTION. The Property and all related equipment, buildings, plans, offices, books, contracts, records, documents and other related paper s shall at all times be maintained in reasonable condition for audit and shall be subject to examination by Agency or its agent at any time without prior notice. The books and accounts of the operations of the Property shall be kept in accordance with generally accepted accounting principles. Owner shall provide Agency access to the Property and its tenants during reasonable hours for the purpose of reviewing Owner’s compliance with this Regulatory Agreement.

16. INDEMNITY FOR OWNER’S FAILURE TO MEET LEGAL REQUIREMENTS. Owner shall indemnify and hold Agency, its officers, directors, and employees harmless from any and all liability arising from Owner’s failure to comply with the covenants, conditions and restrictions contained in this Regulatory Agreement or to comply with all other laws, rules, regulations and restrictions related to the use of Agency Funding. Without limitation, such indemnity shall include repayment to the appropriate parties of rents or sales proceeds in excess of amounts authorized to be charged and repayment to Agency of the costs of funds and the value of lost opportunities resulting from the required repayment by Agency to the funding source of funds improperly used.

17. CHANGES WITHOUT CONSENT OTHERS. Only Agency and its successors and assigns, and Owner (subject to the reasonable approval of Owner's lender) shall have the right to consent and agree to changes in, or to eliminate in whole or i n part, any of the covenants or restrictions contained in this Regulatory Agreement without the consent of any easement holder, licensee, other mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property.

18. DEFAULT. Upon a breach of any of the provisions of this Regulatory A greement by Owner, Agency may give written notice of such breach to Owner by registered or certified mail. If such violation is not corrected to the satisfaction of Agency within thirty (30) days after the date such notice is mailed or within such further time as Agency may determine in its sole and absolute discretion is necessary to correct the breach, and without further notice to Owner, Agency may declare a default under this Regulatory Agreement, effective on the date of such declaration of default, a nd upon such default Agency may:
(a) during the term of the Funding Agreement take any action then available under the Funding Agreement for a default under the Funding Agreement; (b) apply to any court for specific performance of this Regulatory Agreement, (c) apply to any court for an injunction against any violation of this Regulatory Agreement; (d) apply to any court for the appointment of a receiver

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 53 to take over and operate the Property in accordance with the terms of this Regulatory Agreement, (e) app ly to any court for money damages; or (f) apply to any court or other tribunal for such other relief as may be appropriate. The parties agree th e injury to Agency arising from a default under any of the terms in this Regulatory Agreement would be irrepara ble, and the amount of damage would be difficult to ascertain.

19. REGULATORY AGREEMENT VIOLATIONS. Owner shall pay the program compliance fees and expenses to Agency set forth in Compliance Violations and Actions (Exhibit 3 - Compliance Violations and Actio ns) in reimbursement of the amounts and time expended by Agency to insure Owner’s compliance with State statutes and federal regulations and Owner’s obligations under this Regulatory Agreement as a result of Owner not meeting its obligations and reporting requirements. No compliance fee will be assessed for one incident of each type of compliance violation per annual inspection provided the violation is corrected within the specified corrective time period. The second and subsequent violations will be asse ssed compliance fees as detailed in the Compliance Violations and Actions tables.

20. BINDING SUCCESSORS IN INTEREST. This Regulatory Agreement shall bind and the benefits shall inure to Owner, its successors in interest and assigns, and to Agency and its successors for the term of this Regulatory Agreement.

21. CONTRADICTORY AGREEMENTS. Owner warrants that it has not, and will not, execute any other agreement with provisions contradictory of or in opposition to, the provisions of this Regulatory Agreement, and that, in any event, the requirements of this Regulatory Agreement are paramount and controlling as to the rights and obligations set forth and supersede any other requirements in conflict with this Regulatory Agreement.

22. COMPLIANCE AMENDMENTS. If revision s to the provisions of this Regulatory Agreement are necessitated to comply with the laws or regulations governing Agency Funding, Owner agrees to execute modifications to this Regulatory Agreement that are needed to comply with such laws or regulations.

23. ATTORNEYS' FEES. If the services of any attorney are required by any party to secure the performance of this Regulatory Agreement or otherwise upon the breach of default of another party, or if any judicial remedy or mediation is necessary to enforce or in terpret any provision of this Regulatory Agreement or the rights and duties of any person in relation to this Regulatory Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. The prevailing party shall mean the party receiving a judgment in its favor, unless the award or judgment is less favorable than the best settlement offered in writing in a reasonable manner by the other party, in which case the prevailing party is the other party.

24. SEVERABILITY. The invalidity or unenforceabili ty of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions.

25. ELECTION OF REMEDIES. To the extent applicable, in the event of any breach of any covenant, condition or restriction contained in th is Regulatory Agreement, Agency shall reasonably endeavor to remedy such breach by conference and conciliation. If, in the opinion of Agency, Agency and Owner are unable mutually to agree upon a suitable remedy or the circumstances so warrant, such breach may be enjoined or abated by appropriate proceedings brought by Agency.

Agency may institute or prosecute in its own name, any suit Agency may consider advisable in order to compel performance of any obligation of any owner to develop and maintain the subject property in conformity with this Regulatory Agreement and to remedy any default of this Regulatory Agreement. Agency may also seek a decree requiring removal of any improvements constructed on the Property which improvements are designed for uses not permitted under this Regulatory Agreement and which improvements are unsuitable only for uses not permitted under this Regulatory Agreement.

The remedies of Agency under this Regulatory Agreement are cumulative, and the exercise of one or more of such remedies, including, without limitation, remedies under the Funding Agreement shall not be deemed an election of remedies and shall not preclude the exercise by Agency of any one or more of its other remedies.

26. NO WAIVER. No waiver by Agency of any breach of or default under this Regulatory Agreement shall be deemed to be a waiver of any other or subsequent breach or default.

27. NOTICES. Written notices and other written communications by and between the parties may be addressed to Owner at Owner’s Address and to Agency at Agency Address or such other address as each respective party has designated by written notice to the other party.

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 54 THE PARTIES HAVE EXECUTED THIS REGULATORY AGREEMENT in Sacramento, California as of the Effective Date

OWNER:

DONNER FIELD SENIOR, L.P.

By: _______________________________________
Andrea Osgood
Chief of Real Estate Development and Executive
Vice President

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 55 Exhibit 6: Escrow Instructions

Donner Field – City Funds – Construction and Permanent Loan Agreement Page 56 Exhibit 7: Funding Requirements

City of Sacramento Funding Requirements

These “City of Sacramento Measure U Funding Requirements” (or “City Funding Requirements”) are attached to a Regulatory Agreement, and are incorporated in that Regulatory Agreement. In turn, the Regulatory Agreement is incorporated in the Loan that is described in the Regulatory Agreement. The capitalized terms used in these City Funding Requirements shall have the meanings below in the body of these City Funding Requirements. Terms being defined are indicated by quotation marks. Capitalized terms in these City Funding Requirements that are not defined below are defined in the Regulatory Agreement.

1. RECITALS. On Nov. 6, 2018, Sacramento voters approved a new version of the City’s Measure U sales tax, extending it and raising it from a half-cent to a full cent. Measure U is a general tax, and the revenue it produces goes in the City’s General Fund and can be used for any municipal purpose. The Loan is funded by the Agency with proceeds from Measure U and the Oak Park Redevelopment Bond (“City Funds”). The Agency has approved the Loan on condition that the property securing the Loan (“Property”) is rehabilitated or developed as residential rental property (“Project”) with certain units regulated in accordance with the Regulatory Agreement (“Assisted Units”) by recordation of these City Funding Requirements as covenants running with the land.

2. AFFORDABILITY REQUIREMENTS. Owner shall ensure that all of the Assisted Units shall be rented at or below the following rates:

a. Moderate-Income Units shall be rented for not more than thirty percent (30%) of eighty percent (80%) of the Sacramento Metropolitan Statistical Area median income as determined annually by the federal Department of Housing and Urban Development (“Median Income”), as adjusted for family size appropriate to the size and number of bedrooms in the respective Assisted Unit.

3. OCCUPANCY REQUIREMENTS. Owner shall ensure that all Assisted Units shall be occupied by households earning less than eighty percent (80%) of Median Income.

4. UNIT QUALITY. Owner shall ensure that Assisted Units must be comparable in size and amenities to other units in the Project.

5. TERM. These covenants shall burden and regulate the Assisted Units for a term of thirty (30) years.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 1

SELLER CARRY-BACK LOAN AGREEMENT

DONNER FIELD SENIOR APARTMENTS
___________________________________________________________________________________________________

ARTICLE I TERMS AND DEFINITIONS:
___________________________________________________________________________________________________

“EFFECTIVE DATE” October 20, 2025 Which is the date as of which this Loan Agreement shall be effective.

LENDER AND BORROWER HAVE ENTERED THIS LOAN AGREEMENT AS OF THE EFFECTIVE DATE. This Loan Agreement includes Article II Loan Provisions and the attachments and Exhibits listed below, all of which are incorporated in this Loan Agreement by this reference. The capitalized terms in this Loan Agreement shal l have the meanings assigned in Article I Terms and Definitions and as defined in Article II Loan Provisions. (Terms being defined are indicated by quotation marks.

If an item in this Article I table is marked “None,” “Not Applicable,” “N/A” or equivalent or is left blank, that defined term is not applicable to this Loan Agreement or the referenced item is not required or is not included in this Loan Agreement, as the context may indicate.) Lender is making the Loan pursuant to the terms and conditions of this Loan Agreement.

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:

A. “Loan Information” The general loan provisions of the Loan “LENDER” The following public agency that is making the Loan, and whose legal status and address are:

Name Housing Authority of the City of Sacramento
Legal Status A public body, corporate and politic
Principal Address 801 12th Street, City of Sacramento, Sacramento County, California 95814 “BORROWER” The borrower of the Loan Proceeds whose name, legal status and address are:

Name Donner Field Senior, L.P.

Legal Status a California limited partnership
Principal Address 22645 Grand Street Hayward, CA 94541
“LOAN” The Loan made by this Loan Agreement.

“LOAN COMMITMENT” Lender’s loan commitment, made by letter dated as of January 21, 2025 “LOAN PROGRAM” Lender’s Loan Program, commonly known as Seller Carry-Back Loan “LOAN AMOUNT” Sixty Thousand Dollars and No Cents ($60,000.00) “INTEREST RATE” The interest rate is 3% per year, simple interest. “MATURITY DATE” Close of escrow for the funding of the permanent loans for the Project. “PAYMENT SCHEDULE” Full Payment of any and all outstanding principal and accrued interest due at maturity. “BORROWER EQUITY”
Three Million Four Hundred Forty -
One Thousand Three Hundred
Eighteen Dollars and No Cents
($3,441,318.00)
Which is the minimum amount of cash or cash equivalent
(excluding land equity or other non-cash investment in the Project) that Borrower is investing in the Project.

B. “Collateral” The Collateral securing repayment of the Loan, which Collateral consists of the following “PROPERTY” The following described real property, which is security for the Loan:

Address 4501 9th Avenue, Sacramento, California 95820
Assessor’s Parcel
Number 014-0223-004-0000
“Legal Description” The Property is situated in the State of California, County of Sacramento, and is more particularly described in Exhibit: Legal Description attached and incorporated by reference.

Borrower’s Title
Interest
Borrower has fee interest in the Property or, if the Additional Escrow Instructions so indicate, Borrower will acquire fee interest in the Property at Close of Escrow. “ADDITIONAL
COLLATERAL”
The Additional Collateral securing repayment of the Loan is any additional security required by Lender under this Loan Agreement, including without limitation the following items, if any Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 2

“PERSONAL
PROPERTY”

Borrower’s interest in the following personal
property, tangible and intangible, and all other
such property listed as security in this Loan
Agreement

Leases and rental agreements for the Property

C. “ESCROW INFORMATION”:
“Title Company” and
“Escrow Agent” Placer Title Company Which is the title company that will issue the Title Policy and that will act as Escrow Agent for the Escrow
“Escrow” The escrow with Escrow Agent
“Closing Date” October 20, 2025 Which is the date for close of the Escrow, as it may be extended

D. “LIST OF EXHIBITS” (The following are attached and incorporated in this Loan Agreement):

EXHIBIT DEFINED TERM
Exhibit 1: Legal Description “Legal Description”
Exhibit 2: Scope of Development “Scope of Development” Exhibit 3: Note Form “Note”
Exhibit 4: Deed of Trust “Trust Deed”
Exhibit 5: Regulatory Agreement “Regulatory Agreement”
Exhibit 6: Escrow Instructions “Escrow Instructions
Exhibit 7: Funding Requirements “Funding Requirements”

E. “APPROVAL DOCUMENTS” Borrower shall submit the following documents for Lender approval

Borrower’s organizational documents, such as partnership agreements or corporate articles and by -laws Budget for the operation of the Property, including capital improvements and operating reserve account Permanent financing documents for senior loans

F. “ASSIGNED DOCUMENTS” Borrower assigns the following documents to Lender Subject to the interests of any senior lender, any lease and rental agreements for the Property, or any part of it.

H. “SPECIAL PROVISIONS” The following special provisions shall be in addition to the provisions of this Loan Agreement

1. This Loan is made pursuant to the Disposition and Development Agreement between the Parties, made concurrently with this Loan Agreement (“DDA”). This Loan Agreement is subject to the DDA including without limitation, conditions precedent to funding the Loan or making disbursements of the Loan proceeds.

2. Loan Proceeds shall be used solely for actual costs of Property acquisition and for the development and permanent operation of the Project. No Loan Proceeds shall be used for predevelopment costs, except as provided in an approved Lender budget. Unless otherwise noted in the budget, predevelopment costs are not subject to withholding as Retention.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 3

ARTICLE II LOAN PROVISIONS

LENDER AND BORROWER HAVE ENTERED THIS LOAN AGREEMENT AS OF THE EFFECTIVE DATE. The capitalized terms in this Loan Agreement shall have the meanings assigned in Article I General Terms and as defined in Section 1 of this Article II Loan Provisions. (Terms being defined are indicated by quotation marks.) Lender is making the Loan pursuant to the Loan Commitment and the terms and conditions of this Loan Agreement.

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:

1. DEFINITIONS. Terms not defined in Article I and II of this Loan Agreement shall have the definitions assigned in the Trust Deed. If a definition in Article I refers to an Exhibit that is a document form, the attached document is a true and correct copy of the document referenced. As used in this Loan Agreement, the following terms shall have the following meanings:

1.1. “Business Day” means regularly scheduled business day of Lender. Whenever any payment to be made under this Loan Agreement is due on a day other than a Business Day, it may be made on the next succeeding Business Day, and the resulting extension of time will be included in the computation of payment of interest.

1.2. “Close of Escrow” means the fulfillment of the Escrow terms and conclusion of the Escrow, including, without limitation, the execution of unexecuted documents, the recordation of documents specified for recording, the issuance of title insurance policies, the payment of fees and the delivery of funds and documents as directed in the escrow instructions for the Escrow. The Close of Escrow shall occur on the Closing Date.

1.3. “Default Rate” is the maximum legal interest rate.

1.4. “Escrow” is the escrow with Title Company for the closing of the Loan.

1.5. “Escrow Instructions” means the Escrow Instructions for the Escrow signed by each of the parties to this Loan Agreement.

1.6. “Event of Default” is breach of or default in a party’s obligations under this Loan Agreement, the Trust Deed, the Note, the Regulatory Agreem ent and any other instrument that is incorporated in this Loan Agreement or that otherwise secures the repayment of the Loan.

1.7. “Financial Statements” means the certified financial statements of Borrower (and any other persons on whose financial capacity Lender has relied in making this Loan) as may be required by Lender from time to time, including operating statements, balance sheets, and any other financial reports and information that Lender may require.

1.8. “Fixtures” means all fixtures located on or within the Property or now or later installed in or used in connection with any of the Property, including, as applicable and without limitation, all partitions, screens, awnings, motors, engines, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing apparatus and equipment, water tanks, heating, ventilating, air conditioning and air cooling equipment, built -in refrigerators, and gas and electric machinery, appurtenances, and equipment, whether or not permanently affixed to the Project.

1.9. “Governmental Authority” means the United States of America, the State of California, the County of Sacramento, the City of Sacramento or any other political subdivision, agency, department, commission, board, bureau, or instrumentality of any of them.

1.10. “Governmental Requirement” means any law, ordinance, order, rule, regulation, plan, ruling, determination or requirement of a Governmental Authority.

1.11. “Loan” is the loan from Lender to Borrower made pursuant to this Loan Agreement.

1.12. “Loan Agreement” means this Loan Agreement including Article I and II, all Exhibits attached to this Loan Agreement (which are incorporated in this Loan Agreement by this reference) and the Loan Documents which are not otherwise included in this definition.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 4

1.13. “Loan Documents” means the Note, this Loan Agreement, the Security Documents, the Regulatory Agreement, and all other documents (including guaranties, if any) evidencing, securing, or relating to the Loan.

1.14. “Loan Maturity Date” means the date on which the entire unpaid balance of the Loan, including principal and interest, is due and payable.

1.15. “Loan Proceeds” means funds disbursed by Lender on account of the Loan and pursuant to this Loan Agreement.

1.16. “Note” means that certain promissory note evidencing the Loan and attached hereto as an Exhibit.

1.17. “Permanent Lender” is the lender for the Permanent Loan.

1.18. “Permanent Loan” means the permanent financing obtained by Borrower, which is to be made concurrently with the Loan and which is secured by a senior lien against the Property.

1.19. “Person” means any natural person, corporation, firm, partnership, association, trust, government, governmental agency, or any other entity, whether acting in an individual, fiduciary, or other capacity.

1.20. “Personalty” means, whether or not listed as Additional Collateral, all of Borrower's interest in all accounts, contract rights, and general intangibles (specifically including any insurance proceeds and condemnation awards) arising out of the ownership or operation of the Property, and all furniture, furnishings, equipment, machinery, materials and supplies, leasehold interests in personal property, and all other personal property (other than Fixtures) of Borrower now or later located about the Property, together with all present an d future attachments, accessions, replacements, substitutions, and additions, and the cash and noncash proceeds.

1.21. “Potential Default” means an event that would constitute an Event of Default but for any requirement of notice to be given or period of grace or time to elapse.

1.22. “Security Documents” means the Trust Deed, together with all other documents entered into between Borrower and Lender or by Borrower in favor of, or for the benefit of, Lender that recite that they are to secure the Loan.

1.23. “Title Policy” means the title insurance policies to be issued in connection with this Loan, as further defined in the Escrow Instructions.

1.24. “Trust Deed” means that certain Deed of Trust and Assignment of Rents between Borrower, as trustor, and Lender, as beneficiary and trustee, which secures the Note and is attached hereto as an Exhibit.

2. BORROWER'S REPRESENTATIONS AND WARRANTIES. As a material inducement to Lender to enter into this Loan Agreement and to make the Loan to Borrower, Borrower unconditionally, and each s ignatory who signs on its behalf, to the extent of their actual knowledge, represents and warrants to Lender, as of the Close of Escrow, as follows:

2.1. LEGAL ORGANIZATION. Borrower is duly formed and validly exists in the form stated in Article I hereof, is qualified to do business in California, and has full power to consummate the transactions contemplated.

2.2. BORROWER'S POWERS. Borrower has full power and authority to execute this Loan Agreement, the Note, the Trust Deed, and all of the other Loan Documents, to undertake and consummate the contemplated transactions, and to pay, perform, and observe all of the conditions, covenants, agreements, and obligations.

2.3. BINDING OBLIGATION. This Loan Agreement, the Note, the Trust Deed, and each of the other Loan Do cuments constitute a legal and binding obligation of, and are valid and enforceable against, each party other than Lender, in accordance with the terms of each.

2.4. LITIGATION. There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower, the Property, or any part of it, or involving the validity or enforceability of the Trust Deed, the priority of the lien, or the validity or enforceability of any of the other Loan Documents, at law or in equity, or before or by Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 5

any Governmental Authority. Borrower is not in default with respect to any order, writ, injunction, decree, or demand of any court or other Governmental Authority.

2.5. NO VIOLATION. The consummation of the transactions covered by th is Loan Agreement and the payment and performance of all of the obligations in the Loan Documents will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, contract, loan or credit agreement, corporate charter, bylaws, partnership agreement, trust agreement, or other instrument to which Borrower or any of its general partners is a party or by which it or they or the Property may be bound or affected.

2.6. NO DEFAULT. There is no Event of Default or Potential Default on the part of Borrower.

2.7. TITLE TO PROPERTY. Borrower is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

2.8. NO UNAPPROVED LOANS. Borrower has not receive d financing for either the acquisition of the Property, the use and operation of the Property, or the permanent financing of the Property except as has been fully disclosed to and approved by Lender in writing.

2.9. TITLE OF PERSONALTY. All Personalty is ves ted solely in Borrower, free of all claims, liens, and encumbrances, and the security interest of Lender in the Personalty is a lien.

2.10. TAXES PAID. Borrower has filed all required Federal, State, County, and City tax returns and has paid all taxes due and owing. Borrower knows of no basis for additional assessments with respect to any taxes, other than the lien of taxes not yet due.

2.11. CONSTRUCTION QUALITY. There are no structural defects in the Property that are known to or reasonably should be known to B orrower or its agents and employees, and to the best of Borrower's knowledge, no violation of any Governmental Requirement exists.

2.12. ACCURACY. All applications, Financial Statements, reports, documents, instruments, information, and forms of evidence delivered to Lender concerning the Loan or required by this Loan Agreement or any of the other Loan Documents are accurate, correct, and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any untrue statement of a material fact or omit any material fact necessary to make them not misleading.

3. BORROWER’S COVENANTS AND CONDITIONS. From the Effective Date until payment and performance in full of all obligations of Borrower under this Loan Agreement, the Note, the Security Documents, and the other Loan Documents or the earlier release of the liens of the Loan Documents (and all rela ted obligations) in accordance with the terms of this Loan Agreement, the Note, the Security Documents, and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

3.1. USE OF LOAN PROCEEDS. Borrower shall use Loan Proceeds solely for acquisition financing of the Property and for other purposes as specified in this Loan Agreement and such specific Property costs as Lender may approve in writing in advance.

3.2. PROPERTY MANAGEMENT. Subject to Lender’s written approval, Borrower shall obtain and maintain for the life of the Loan a property management agreement with a duly accredited real estate property management company for the management of the Property, and shall assure compliance of the property manager with the property management agreement.

Lender shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Lender approval shall be a default of the loan. Lender has approved Eden Housing Property Management as the qualified property management company for the Project.

3.3. BORROWER RESERVES. Commencing no later than commencement of the initial occupancy of the Project, Borrower shall maintain reserves for replacement and repairs required to be made to the Property, fixtures on the Property or personal property used on the Property, or otherwise as approved by Lender, in an amount, at all times, of not less than Seventy-Three Thousand Eight Hundred and No/100 Dollars ($73,800.00) per year.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 6

3.4. FINANCIAL STATEMENTS. Borrower shall provide to Lender, upon request, Financial Statements and such other evidence as Lender may deem necessary to assure the good status of the Loan and to verify the Property’s net income, including without limitation copies of certified rent roles, bank statements, billing statements and invoices.

4. LOAN. Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, the Loan Amount, t o finance the purposes and uses of the Property subject to the terms, conditions, representations, warranties, and covenants, all as stated in this Loan Agreement.

4.1. PRINCIPAL AMOUNT. The principal amount of the Loan shall be the Loan Amount.

4.2. USE OF LOAN PROCEEDS. Loan Proceeds shall be used solely for acquisition financing and for other purposes as specified in this Loan Agreement.

4.3. LOAN TERMS. The Loan is made pursuant to the Loan Program and is subject to the laws, rules and regulations of the Loan Pro gram. Lender agrees to disburse the Loan Proceeds in the manner and subject to the limitations stated in this Loan Agreement. Interest, at the Interest Rate, shall accrue on each disbursement of Loan Proceeds commencing on the date on which each such dis bursement is made. Repayment of the loan shall be made, in payments of principal and interest, in lawful tender of the United States, in accordance with the Payment Schedule.

4.4. NOTE AND SECURITY DOCUMENTS. The Loan is evidenced by the Note executed by Bor rower in favor of Lender and delivered to Lender upon Close of Escrow. Repayment of the Note is secured by the Trust Deed covering the Property.

Borrower shall execute, as trustor, the Trust Deed in favor of the Title Company, as trustee, in trust for the benefit of Lender, as beneficiary, and deliver it to Escrow for recordation. The Loan is also secured by the Additional Collateral, if any, as evidenced by the applicable Security Documents.

4.5. LATE PAYMENT CHARGE. A late charge of six percent (6%) shal l be payable with respect to any payment of principal, interest or other charges, not made within ten (10) days after it is due.

4.6. REGULATORY AGREEMENT. The Regulatory Agreement imposing covenants, conditions and restrictions running with the land is a material consideration for the making of the Loan. Borrower shall execute the Regulatory Agreement prior to Close of Escrow and deliver it to Escrow for recordation. Violation of the Regulatory Agreement is an Event of Default of this Loan Agreement.

4.7. ESCROW. The parties shall open the Escrow promptly after the Effective Date. Escrow shall close as provided in the Escrow Instructions on or before the Closing Date.

4.8. COMMISSIONS. Lender is not responsible, by this Loan Agreement or otherwise, to pay commi ssions in relation to this transaction.

4.9. ACCELERATION ON TRANSFER OR REFINANCING OF THE PROPERTY; ASSUMPTION. Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold, transferred or conveyed to any person, or refinanced by Borrower such that additional debt is added to the Property or the cash flows change without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by the Trust Deed to be immediately due and payable. Lender shall have waived such option to accelerate if, prior to the sale or transfer, Lender and the Person to whom the Property is to be sold or transferred reach agreement in writing that the Loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under the Trust Deed and the Note.

5. PERFORMANCE CONDITIONS. The following are conditions precedent to performance under this Loan Agreement:

5.1. CONDITION OF TITLE. Lender shall cause Escrow Agent to issue to Borrower (with a copy to Lender) the Preliminary Report, together with copies of all documents relating to title exceptions referred to in the Preliminary Report.

At Close of Escrow, Lender’s Trust Deed shall be a valid lien against the Property securing the Loan and subject to no exceptions to title (of record or off record) other than the exceptions listed in the “Conditions of Title” in the Escrow Instructions.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 7

5.2. CONDITIONS TO LENDER'S PERFORMANCE. Lender's obligation to perform under this Loan Agreement is subject to all of the following conditions: (a) Borrower has performed all of its obligations then to be performed pursuant to this Loan Agreement; (b) Borrower has met any applicable Special Provisions; (c) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (d) Borrower’s representations and warranties in this Loan Agreement are true and correct as of the date of this Loan Agreement and as of the Close of Escrow; (e) this Loan Agreement continues to be in full force and effect, no default on the part of Borrower has occurred under this Loan Agreement, and no event has occurred that, with the giving of notice or the passage of time, will constitute a default by Borrower under this Loan Agreement; and (f) Lender has approved the Approval Documents.

5.3. CONDITIONS TO BORROWER'S PERFORMANCE. Borrower's obligation to perform under this Loan Agreement is subject to satisfaction of all of the following conditions: (a) the closing conditions as defined in the Escrow Instructions have been fulfilled as of Close of Escrow; (b) Lender has met any applicable Special Provisions; (c) Lender’s representations and warranties in this Loan Agreement are correct as of the date of this Loan Agreement and as of the Close of Escrow; and (d) this Loan Agreement continues to be in full force and effect, and no default on the part of Lender has occurred under this Loan Agreement.

6. RELOCATION. Lender is required by law to provide relocation services and make relocation payments to eligible tenants displaced as a result of Lender’s involvement in the Property. B orrower shall comply fully with all relocation laws that are the obligation of Lender or are otherwise applicable to the Property. Borrower’s compliance with the relocation requirements as stated in this Section 6 is a material element of this Loan. Borrower’s failure to comply with the relocation requirements as stated in this Section 6 is an Event of Default.

6.1. RELOCATION COSTS. Unless otherwise stated in this Loan Agreement, any amounts paid by Lender for relocation costs and services shall be considered advances under the Loan.

6.2. COOPERATION AND ACCESS. Borrower shall cooperate fully with Lender in complying with such relocation laws, including without limitation, providing Lender access to all tenants of the Property, to all books and records related to the tenants of the Propert y and to all properties offered for temporary or permanent relocation. Prior to taking any action with respect to relocation of tenants, Borrower shall meet with Lender to establish reasonable protections for tenants and related reporting requirements for Borrower.

6.3. BORROWER AS RELOCATION AGENT. With the approval of Lender, Borrower may act as Lender’s agent in accomplishing such relocation. Lender and Borrower by memorandum in writing shall establish their respective duties related to such relocation. If Lender and Borrower agree that Borrower will act as Lender’s agent for purposes of this Loan, Borrower may enter into agreements for the provision of relocation services, or Borrower may perform such services directly. Borrower shall, by provisions in its agreements or by direction to its staff, assure that the entity performing the relocation services (a) shall comply with all applicable law, (b) shall fully inform Lender of all relocation activities, (c) shall make all requests for direction or clarification to Lender, and (d) shall respond to and follow Lender’s instruction and direction.

7. ADDITIONAL SECURITY INSTRUMENTS. Upon request by Lender, Borrower shall execute and deliver to Lender a security instrument in favor of Lender naming as secured property all contracts related to the Property and all other property of any kind owned by Borrower and used primarily in connection with the Property. Lender may require such instrument at any time, and from time to time may require additions of new con tracts and other property. Borrower irrevocably assigns to Lender, effective upon Lender’s written demand, as security for the due performance of this Loan Agreement all of its right, title, and interest in the Assigned Documents.

8. CONDITIONS PRECEDENT TO LOAN DISBURSEMENT. The obligation of Lender to make any disbursements of Loan Proceeds shall be subject to the following conditions precedent:

8.1. No Event of Default or Potential Default of Borrower has occurred and is continuing;

8.2. If requested by Lender, Borrower has furnished to Lender an endorsement to the Title Policy showing no intervening liens or encumbrances on the Property and insuring the full disbursement, together with a satisfactory report under the California Uniform Commercial Code showing no liens or interests in Personalty other than those of Lender;

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 8

8.3. The Property, and all fixtures and furnishings installed on or acquired for the Property are owned by Borrower free of any liens, encumbrance, or other interests of any kind other than Lender' s lien or security interest;

8.4. The representations and warranties in the Loan Documents are correct as of the date of the requested disbursement;

8.5. Borrower has paid Lender all commitment, loan, and other fees then due, and Borrower has submitted to, and Lender has approved in writing, all documents, records, statements, certificates, reports, and other materials and information then required to be submitted to Lender for approval under this Loan Agreement;

8.6. Borrower shall provide assurances, satisfactory to Lender in its sole discretion, that hazardous materials are not present on the Property or that any hazardous materials on the Property will be remediated and that no further remediation is then required by the environmental agency having responsibility for monitoring such remediation;

8.7. Borrower has delivered to Lender all funds, documents, instruments, policies, evidence of satisfaction of conditions, and other materials then due or otherwise requested by Lender under the Loan Documents;

8.8. There is no legal action threatened or pending against Borrower or affecting the Property or any Additional Collateral;

8.9. All conditions to Close of Escrow have been satisfied in accordance with the Loan Agreement;

8.10. Borrower has obtained and Lender has appr oved a loan approval from a financial institution (or other lender approved by Lender in its sole discretion) to make the Permanent Loan, which provides (a) that it is subject only to those conditions which are usual and customary in the industry and which can be satisfied by the proposed closing date of the Permanent Loan; (b) that it is in full force with no default by any party; and (c) that Lender will have notice of, and a reasonable opportunity to cure, any Borrower defaults;

8.11. The Permanent Lender’s commitment to make the Permanent Loan is in full force, has not been modified and no event has occurred that with notice or the passage of time or both could result in the termination of it. Nothing in the Permanent Loan commitment, or submissions and appr ovals made under it, conflicts with this Loan Agreement. Borrower has done all things necessary to keep unimpaired its rights under the Loan Commitment;

8.12. Borrower has filed all tax returns required to be filed and paid all taxes due, which, if unfiled or unpaid, might adversely affect Lender’s security under the Security Documents; and

8.13. Borrower has provided proof of all insurance required by this Loan Agreement.

9. MAKING DISBURSEMENT. Lender shall be deemed to have disbursed the Loan Proceeds, net of all costs which are payable directly by Lender to itself or a third-party pursuant to this Loan Agreement, at Close of Escrow, subject to fulfillment of the conditions precedent as stated in Section 8.

10. REDUCTION FOR OTHER LOANS. In the event that Borrower receives other financing in excess of the amounts shown in the Budget, the Loan Amount shall be reduced by such excess amount, and Borrower shall imm ediately repay any Loan Proceeds disbursed that are in excess of the Loan Amount as reduced herein. If Borrower fails to make such repayment within ten (10) business days of Lender’s demand, the Loan shall be considered to be in default.

11. DEFAULTS

11.1. EVENTS OF DEFAULT. At the option of Lender, each of the following events will constitute a default (each an "Event of Default"):

11.1.1. The occurrence of an event of default under any of the Loan Documents;

11.1.2. Borrower's failure to comply with any Governmental Requirement; provided, however that Borrower’s right to challenge the Governmental Requirement is not abridged;

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 9

11.1.3. Borrower's failure to keep in full force any permit, license, consent, or approval with respect to the occupancy or use of the Property, unless B orrower has renewed the same or otherwise cured the lapse prior to Lender’s issuance of a notice of the default;

11.1.4. The filing of any lien against the Property, if the claim of lien continues for thirty (30) days without discharge, satisfaction, or the making of provision for payment (including bonding) to the satisfaction of Lender; and

11.1.5. The attachment, levy, execution, or other judicial seizure of any portion of the Property, or an y substantial portion of the other assets of Borrower, that is not released, expunged, bonded, discharged, or dismissed within thirty (30) days after the attachment, levy, execution, or seizure.

12. REMEDIES

12.1. OPTION TO ACT. On the occurrence of any Event of Defaultin addition to its other rights in this Loan Agreement or in any of the other Loan Documents, at law, or in equity, Lender may, without prior demand, exercise any one or more of the following rights and remedies:

12.1.1. Declare the Note and all other sums owing to Lender with respect to the other Loan Documents immediately due;

12.1.2. Make any disbursements after the happening of any one or more of the Events of Default, without waiving its right to demand payment of the Note and all other sums owing to Lender with respect to the other Loan Documents or any other rights or remedies and without liability to make any other or further disbursements, regardless of Lender's previous exercise of any rights and remedies;

12.1.3. Proceed as authorized at law or in equity with r espect to the Event of Default, and in connection with that, remain entitled to exercise all other rights and remedies described in this Loan Agreement or the Trust Deed; and

12.1.4. Make any unauthorized payment from Loan Proceeds or other funds of Lender that m ay be reasonably necessary to protect Lender’s rights under this Loan Agreement.

12.1.5. Recover its funds expended in exercising or enforcing any of its rights or remedies under any of the Loan Documents, together with interest at the Default Rate from the date the funds were spent until repaid which amounts will be deemed secured by the Trust Deed.

12.2. RIGHTS CUMULATIVE, NO WAIVER. All of Lender's rights and remedies provided in this Loan Agreement or in any of the other Loan Documents are cumulative and may be exercised by Lender at any time. Lender's exercise of any right or remedy will not constitute a cure of any Event of Default unless all sums then due to Lender under the Loan Documents are repaid and Borrower has cured all other Events of Default. No waive r will be implied from Lender's failure to take, or delay in taking, any action concerning any Event of Default or from any previous waiver of any similar or unrelated Event of Default. Any waiver under any of the Loan Documents must be in writing and wil l be limited to its specific terms.

12.3. DISCLAIMER. Whether Lender elects to employ any of the remedies available to it in connection with an Event of Default, Lender will not be liable for the failure to protect the Property; the payment of any expense incu rred in connection with the exercise of any remedy available to Lender; or the performance or nonperformance of any obligation of Borrower.

13. FIRE, HAZARD AND EXTENDED COVERAGE INSURANCE. For the duration of Loan Agreement, Borrower shall obtain and maintain fire and hazard insurance to the full insurable value of the Property with endorsements of extended coverage, vandalism, and malicious mischief, and with such other endorsements and in such amounts as Lender may reasonably require to protect the Property. In the event of damage to the Property and subject to the requirements of Lender, Borrower shall use the proceeds of such insurance to reconstruct the Property and the public improvements.

13.1. INSURANCE PROVISIONS. Each policy of insurance required under this Loan Agreement shall be obtained from a provider licensed to do business in California and having a current Best's Insurance Guide rating of A+VII or better, or such other equivalent rating, as may reasonably be approved by Lender's legal counsel. Eac h policy shall bear an endorsement Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 10

precluding cancellation or termination of the policy or reduction in coverage unless Lender has been given written notice of such intended action at least thirty (30) days prior to its effective date.

13.2. FAILURE TO MAINTAIN. If Borrower fails to obtain or maintain, or cause to be obtained and maintained, any insurance required by this Loan Agreement, Lender shall have the right to purchase the insurance on Borrower’s behalf, and Borrower shall promptly reimburse the full co st of such insurance to Lender. If Borrower fails to reimburse Lender for insurance, the amount of unpaid reimbursement shall bear interest, at the maximum rate permissible under the law, until paid.

14. MISCELLANEOUS.

14.1. NONRECOURSE. Notwithstanding any provision of this Loan Agreement or any document evidencing or securing this Loan, Borrower, and Borrower’s principals, agent, officer, and successors in interest shall not be personally liable for the payment of the Loan or any obligation of the Loan.

14.2. FUNDING REQUIREMENTS. Borrower shall comply with all laws, rules, regulations and Funding Requirements that govern the use of such funds as more particularly described in the exhibit titled: “Funding Requirements”. Lender, to the extent required by law, shall cooperate with and assist Borrower in fulfillment of such obligations. If Lender, as a result of actions of the Borrower, shall be obligated to repay the Loan Program any amount of the Loan Proceeds, Borrower shall make such repayment on account of Lender and failure to do so shall be an Event of Default.

14.3. NATURE OF REPRESENTATIONS AND WARRANTIES. Borrower certifies to Lender that all representations and warranties made in this Loan Agreement and all other Loan Documents are true and correct in all material respects and do not contain any untrue statement of a material fact or omit any material fact necessary to make the representations and warranties not misleading. All representations and warranties will remain true and correct in all material res pects and will survive so long as any of Borrower's obligations have not been satisfied or the Loan or any part of it remains outstanding, and for any applicable statute of limitations period. Each request by Borrower for a disbursement will constitute an affirmation that all representations and warranties remain true and correct as of the date of that request. Each representat ion and warranty made in this Loan Agreement, in any other Loan Documents, and in any other document delivered to Lender by Borrower, will be deemed to have been relied on by Lender, regardless of any investigation, inspection, or inquiry made by Lender or any related disbursement made by Lender. The representations and warranties that are made to the best knowledge of Borrower have been made after diligent inquiry calculated to ascertain the truth and accuracy of the subject matter of each representation and warranty.

14.4. NO WAIVER. No failure or delay on the part of Lender in exercising any right or remedy under the Loan Documents will operate as a waiver nor will Lender be estopped to exercise any right or remedy at any future time because of any such failure or delay. No express waiver will affect any matter other than the matter expressly waived and that waiver will be operative only for the time and to the extent stated. Waivers of any covenant, term, or condition in this Loan Agreement will not be construed to waive any subsequent breach of the same covenant, term, or condition.

14.5. NO THIRD PARTIES BENEFITED. This Loan Agreement is made and entered into for the sole protection and benefit of the parties and their permitted successors and assigns, and no other Person will have any right of action or any rights to funds at any time on deposit in any construction account or impound account, if established.

14.6. NOTICES. Borrower irrevocably appoints Lender as its agent (the agency being coupled with an interest) to file for record any notices of completion, cessation of labor, or any other notice that Lender deems necessary or desirable to protect its interests under this Loan Agreement or under the Loan Documents. All notices to be given under this Loan Agreement shall be in writing and sent to the addresses stated above by one or more of the following methods:

14.6.1. Certified mail, return r eceipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States Mail;

14.6.2. A nationally recognized overnight courier, by priority overnight service, in which case notice shall be deemed delivered one (1) business day after deposit with that courier;

14.6.3. Hand delivery with signed receipt for delivery from a person at the place of business of the receiving party and authorized to accept delivery for the receiving party, in which case notice shall be deemed delivered upon receipt, or Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 11

14.6.4. Telecopy, if a copy of the notice is also sent the same day by United States Certified Mail, in which case notice shall be deemed delivered one (1) business day after transmittal by telecopier, provided that a t ransmission report is automatically generated by the telecopier reflecting the accurate transmission of the notices to receiving party at the “Fax Number” given in the Escrow Attachment or to such other address as Borrower or Lender may respectively design ate by written notice to the other.

14.7. ACTIONS. Lender will have the right to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties, or the disbursement of any funds under this Loan Ag reement. In connection with that, Lender may incur and pay costs and expenses, including, without limitation, reasonable attorney fees.

Borrower agrees to pay to Lender on demand all these expenses, and Lender is authorized to disburse funds from any account for that purpose. This Section does not apply to actions or proceedings between the parties.

14.8. ASSIGNMENT. The terms of this Loan Agreement will be binding on and inure to the benefit of successors and assigns of the parties. However, Borrower shall not assign this Loan Agreement or any interest it may have in the monies due or, except as otherwise provided, convey or encumber the Property or any Personalty or Fixtures now or later on the Property without the prior written consent of Lender. Notwithstanding the foregoing, if there is an assignment, conveyance, or encumbrance, Lender may nevertheless at its option continue to make disbursements under this Loan Agreement to Borrower or to those who succeed to Borrower's title, and all sums so disbursed will be deemed to be disbursements under this Loan Agreement and not modifications, and will be secured by the Security Documents. Lender may at any time assign the Loan Documents to any affiliate of Lender or to a national bank or other equivalent lender, and the assignee will assume the obligations of Lender, and Lender will have no further obligation of any nature. In that case, the provisions of this Lo an Agreement will continue to apply to the Loan, and the assignee will be substituted in the place and stead of Lender, with all rights, obligations, and remedies of Lender, including, without limitation, the right to further assign the Loan Documents. In addition, Lender may at any time assign a participation in the Loan to any other party, provided that Lender continues to be primarily obligated under this Loan Agreement.

14.9. PREPAYMENT. Borrower may prepay the Loan only on and subject to the terms and conditions in the No te.

Borrower shall have no rights to receive, and under no circumstances will Borrower receive repayment of any fees previously paid to Lender.

14.10. BORROWER, LENDER RELATIONSHIP. The relationship between Borrower and Lender is, and will at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility for or duty to Borrower.

14.11. NO JOINT VENTURE, PARTNERSHIP, OR OTHER RELATIONSHIP. Nothing contained in this Loan Agreement or in any other document executed in connection with this Loan Agreement shall be construed as creating a joint venture or partnership between Lender and Borrower. Each Party is acting as an independent entity and not as an agent of the other in any respect. No relationship exists as between Lender and Borrower other than that of a lender and a borrower.

14.12. CONTROLLING LAW; VENUE. The Loan Documents will be governed by and construed in accordance with California law. The venue for any legal action or proceeding will be in the County of Sacra mento, California

14.13. CONSENTS AND APPROVALS. All consents and approvals by Lender required or permitted by any provision of this Loan Agreement will be in writing. Lender's consent to or approval of any act by Borrower requiring further consent or approval will not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act.

14.14. SURVIVAL OF WARRANTIES AND COVENANTS. The warranties, representations, conditions, covenants, and agreements in this Loan Agreement and in the other Loan Documents will survive the making of the Loan and the execution and delivery of the Note and will continue in full force until the Loan has been paid in full. Nothing in this Section is intended to limit any other provision of the Loan Documen ts that by their stated terms survive the repayment of the Loan or the termination of any Loan Document.

14.15. RECORDING AND FILING. Borrower, at its expense, will cause the Security Documents and all supplements to be recorded and filed and re -recorded and re-filed in any manner and in any places as Lender will reasonably request, and will pay all recording, filing, re-recording, and re-filing taxes, fees, and other charges.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 12

14.16. LOAN EXPENSES. In making the first disbursement, Lender may, at its option, deduct fr om the proceeds of that disbursement a sum equal to the aggregate of the following, to the extent Lender has knowledge of it and demand has been made on Lender at the time of the deposit: all expenses specifically incurred in connection with the Loan or the preparation, execution, and delivery of the Loan Documents, including, but not limited to, recording costs and expenses, transfer and other taxes (if any), surveys, appraisal fees, title and hazard insurance premiums, recording, notary, and escrow charg es, and all other similar, usual, or customary loan closing charges and expenses; and any other budgeted expenses that have been approved by Lender in writing; and Lender will, for the benefit of Borrower, pay those amounts over to the respective parties on whose behalf the demands will have been received by Lender. Borrower will pay directly any expenses in connection with the Loan not so paid by Lender, including, without limitation, any of the expenses specified above, and will hold Lender free from any cost, liability, or obligation of any nature in connection with it, including reasonable attorney fees incurred by Lender. Borrower further agrees to pay on demand all out -of-pocket costs and expenses reasonably incurred by Lender including, without limi tation, the fees and disbursements of Lender's outside counsel, in connection with: (i) the administration of the Loan, including, without limitation, all approvals or consents given or contemplated to be given under the Loan Documents, all amendments to t he Loan Documents entered into by Lender or requested by any party to the Loan Documents, and all title insurance policies and endorsements required by Lender, and (ii) the enforcement of any rights or remedies under the Loan Documents, whether any action or proceeding is commenced, or the protection of the security, or interests of Lender under the Loan Documents. All costs and expenses, together with interest at Interest Rate, will form a part of the indebtedness and will be secured by the Security Documents.

14.17. NO REPRESENTATIONS BY LENDER. By accepting or approving anything required to be observed, performed, or fulfilled, or to be given to Lender pursuant to this Loan Agreement or pursuant to the Loan Documents, including, but not limited to, any office r's certificate, balance sheet, statement of income and expense, or other Financial Statement, survey, appraisal, or insurance policy, Lender will not be deemed to have warranted or represented the sufficiency, legality, effectiveness, or legal effect of it or of any particular term, provision, or condition of it, and any acceptance or approval will not be or constitute any warranty or representation by Lender.

14.18. AMENDMENT. The Loan Documents and the terms of each of them may not be modified, waived, discharged, or terminated except by a written instrument signed by the party against whom enforcement of the modification, waiver, discharge, or termination is asserted.

14.19. TERMINATION. Except as otherwise provided in the Loan Documents, all rights and obligations under this Loan Agreement will terminate except as to any accrued obligations effective on the payment of all Loan owing by Borrower to Lender.

14.20. COUNTERPARTS. The Loan Documents may be executed in any number of counterparts and by different parties in separate counterparts, each of which when executed and delivered will be deemed an original and all of which counterparts taken together will constitute one and the same instrument.

14.21. SEVERABILITY. If any term, provision, covenant, or condition or any application is held by a court of competent jurisdiction to be invalid, void, or unenforceable, all terms, provisions, covenants, and conditions and all applications not held invalid, void, or unenforceable will continue in full force and will in no way be affected, impaired, or invalidated.

14.22. CAPTIONS. All Article and Section headings in the Loan Documents are inserted for convenience of reference only and do not constitute a part of the Loan Documents for any other purpose.

14.23. INDEMNITY. Borrower agrees to defend, indemnify, and hold Lender harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney fees that Lender may reasonably incur as a direct or indirect consequence of the making of the Loan, Borrower's failure to perform any obligations as and when required by this Loan Agreement or any of the other Loan Documents, the failure at any time of any of Borrower's repre sentations or warranties to be true and correct, or any act or omission by Borrower, any contractor, subcontractor, engineer, architect, or other Person with respect to the Property, or any portion of it. Borrower will pay immediately on Lender's demand a ny amounts owing under this indemnity, together with interest at the lesser of the Default Rate or the maximum rate permitted by law from the date Lender makes a payment or incurs a loss. Borrower's duty to indemnify Lender will survive the release and cancellation of the Note and the reconveyance or partial reconveyance of the Trust Deed.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 13

14.24. FURTHER ASSURANCES. At Lender's request and at Borrower's expense, Borrower will execute, acknowledge, and deliver all other instruments and perform all other acts nec essary, desirable, or proper to carry out the purposes of the Loan Documents or to perfect and preserve any liens created by the Loan Documents.

14.25. DISCLOSURE OF INFORMATION. If Lender elects to sell the Loan, Lender may forward to the buyer of the Loan all documents and information related to the Loan in Lender's possession, including without limitation all Financial Statements, whether furnished by Borrower or otherwise.

14.26. LENDER'S AGENTS. Lender may designate agents or independent contractors to exercise any of Lender's rights under the Loan Documents. Any reference to Lender in any of the Loan Documents will include Lender's employees, agents, and independent contractors.

14.27. INTEGRATION AND INTERPRETATION. The Loan Documents contain or expressly incorpora te by reference the entire agreement between Lender and Borrower with respect to the covered matters and supersede all prior negotiations. Any reference to the Property in any of the Loan Documents will include all or any portion of them. Any reference t o the Loan Documents themselves in any of the Loan Documents will include all amendments, renewals, or extensions approved by Lender.

14.28. NUMBER, IDENTITY AND GENDER. When the context and construction so require, all words used in the singular will be deemed to have been used in the plural and vice versa. When the context and construction so require, all words which indicate a gender will be deemed to have been used to indicate the gender as indicated by the con text. _________________________________________________________________________________________________

[Signatures appear on the following page.]
Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 14

THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the date first written above.

BORROWER:

DONNER FIELD SENIOR, L.P.,

A CALIFORNIA LIMITED PARTNERSHIP

By: Eden Donner Field LLC,
a California limited liability company,
its general partner

By: Eden South Bay, Inc.,

its sole member/manager

By: ____________________________
Andrea Osgood
Chief of Real Estate Development and Executive
Vice President

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 15

THE PARTIES HAVE EXECUTED THIS LOAN AGREEMENT in Sacramento, California as of the Effective Date.

LENDER:

HOUSING AUTHORITY OF THE CITY OF SACRAMENTO,

A PUBLIC BODY, CORPORATE AND POLITIC

By: _______________________________________
La Shelle Dozier, Executive Director

Approved as to form:

___________________________________________
Lender Counsel

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 16

Exhibit 1: Legal Description

The land described herein is situated in the State of California, County of Sacramento, City of Sacramento, described as follows: Parcel 3, as shown on the Parcel Map entitled "Lots 1-26 inclusive on the Plat of Tresch Tract-14 BM 58" filed in the office of the recorder of Sacramento County, California, on November 17, 1987, in Book 102 of Parcel Maps, Map No. 25.

APN: 014-0223-004-0000

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 17

Exhibit 2: Scope of Development

Donner Field Senior Apartments

Envisioned as a senior (a ge 55+) housing community, Donner Field Senior Apartments will be located at 4501 9 th Avenue, Sacramento, CA on a 1.23 -acre site. Providing for 67 units, comprised of 65 one bedroom units and 2 two -bedroom units (one reserved for an on-site manager), this community will be 100% deed restricted affordable housing.

This new construction project contains one, two and three story components with two elevators that serve upper level floors. Gated entries on the north and south access points lead into the surface and tuck under parking area of the site. The project consists of two buildings – one U-shaped two-and three-story residential building and one single story community building that houses most of the interior common space for this community.

The heart of the project is a common greenspace that the residences overlook as it provides opportunities for seniors to socialize, garden, recreate and relax. Ground floor units in the courtyard have porches that adjoin a walking path that connects the north and south residences, the community building, mail area, BBQ, elevators, parking and bocce ball court.

The community building is the “front door” and the center of the project. Residents can enter from the courtyard, and visitors from the street. The community building contains three offices for the property manager, service provider, and case manager, a technology center, restrooms and gathering room with kitchen that opens onto a generous covered outdoor space that is connected to the green space. An onsite c entral laundry facility, long and short term bike parking, resident initiated raised bed gardens and security cameras round out the planned amenities.

The one and two bedroom residences have full kitchens and a bathroom, and will be handicap accessible or adaptable. Unit amenities include an all-electric outfitted residence with energy star appliances (range, microwave, refrigerator, dishwasher and garbage disposal), resilient flooring, built in cabinetry and wardrobes, air conditioning and heating units and ceiling fans. Many of the first floor units have private patios.

All construction and design components will comply with (ADA) accessibility requirements 11A or 11B as outlined in the CBC, as well as any other requirements stipulated by the funding sources. When there are differences, the stricter shall prevail. The Borrower has notified the project architect and/or engineer of all federal, state and local funding sources anticipated to be used on the Project. The architect and/or engineer will be directed to indicate these funding requirements in the Project’s plans/scope of work.

I. Building Exteriors:

1. Broadband Infrastructure will be installed meeting the requirements of 24 CFR 5.100.1

2. Sewer: According to our Civil Engineer, best way to relocate the existing sewer/storm pipe that serves parcels 1 and 2 would be to route north within the new drive aisle then install a new main within 8 th Street to 45th Street.

3. Asphalt Pavements: The development will include approximately 24 onsite uncovered surface parking spaces and 22 tuck-under parking space with 3-6 equipped for EV changing. There will be four (4) ADA parking spaces.

4. Balconies and Patios: Ten (10) ground floor apartments will have patios and. There will be no upper floor balconies, however we are planning to have 1-2 shared balconies near the elevators on the 2 nd and 3rd floors.

5. Site Lighting: The site will be lit with Title 24 compliant wall packs, pole lights and other luminaires for all parking and outside public spaces, and will be of LED or similarly energy efficient type.

1 Broadband infrastructure means cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in individual housing units, and that meets the definition of “advanced telecommunications capability” determined by the Federal Communications Commission under section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 18

6. Designated Smoking Area (Covered): The ADA-compliant designated smoking area will be located under a covered area adjacent to parking and will include a net zero ventilation system.

7. Non-Smoking: The exterior common areas are 100% non-smoking.

8. Landscaping and Courtyard: Landscaping is designed with drought tolerant plants and trees. Trees will be planted along the parking lot to meet City shading requirements. The U-shaped building surrounds anat grade, landscaped courtyard with a BBQ and picnic area, community garden, and a covered mailbox center. The Landscape Plan dated April 16, 2021 was approved by the Lender. Any modifications to the Lender-approved Landscape Plan require Lender’s written approval prior to implementation of changes. All landscaped areas will be served by a programmable automated irrigation system.

9. Picnic Area: Barbeque and seating areas will be provided.

10. Play Area: The play area will have one Bocce Ball court. There will be no school age or toddler play structures located on the grounds as this is a senior apartment community.

11. Community Garden: The center courtyard of the site will have a resident raised bed gard en area.

12. Mailboxes: New mailboxes will be installed in a covered area across from the elevators just off the courtyard.

13. Site Fencing: The sliding auto entry gate for the site is on 8th and 9 th Avenue through the only entry drive. The hours of vehicular gate access is yet to be determined and is pending full consultation with the fire department. The site will be gated and closed after business hours. Residents and employees of the community will have remote access to open the gate and park inside. Exit only may be instituted (pending full consultation with the fire department) on 8th Avenue. The ADA compliant Pedestrian access to the site is through a person -gate and call box along the sidewalk on 45 th Street. A call box and gate are located just outsid e the community building along 45 th Street. Perimeter site fencing is a combination of half -height (3’) wood and tubular metal along 45th Street/9th and 8th Avenues. The property line between the adjacent Fortune School and Donner Field site will have a wall pursuant to City Planning recommendation and final specifications approved by Lender. The use of chain linked fence or barbed wire is not permitted.

14. Stormwater: The development will meet storm water requirements through use of on-site storm water detention and/or bioswales along the project perimeter.

15. Roof: Buildings are planned with low sloped roofs and extended eaves in order to provide maximum lineal space for solar PV panels, weather protection and mechanical equipment. Buildings include cool roo fs, planned to passively counteract the warm conditions of Sacramento County. The material on the roof will be single ply. The roof will have a 20 year warranty.

16. Siding: The building skin will be painted cement fiber board siding.

17. Offsite Improvements: Public offsite improvements consist of street frontage improvements along 9th Avenue, 8th Avenue and 45th Street, including new sidewalks as required by the City, curbs, gutters, landscaping, and lighting.

II. Building Interiors

1. Americans with Disabilities Act (ADA) Units: There will be ten (10) units, 15% of the units, accessible with mobility features, and an additional seven (7) units, 10% of the units, will include communications features for persons with hearing or vision impairment. The remainder of the units will be designed to be adaptable.

2. Non-Smoking: The apartments and indoor common areas are 100% non-smoking.

3. Smoke Detectors: All units, offices and interior common areas will have a smoke/carbon monoxide detector installed in accordance with current code requirements.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 19

4. Appliances: All apartment kitchens will have brand new Energy Star rated appliances including, refrigerator wi th freezer combination, electric stove and range, dishwasher and garbage disposal.

5. Bathtubs and Toilets: All apartments will have a bathtub/shower combination. Restrooms will have water efficient toilet and fixtures, and bath accessories.

6. Doors (Interior, Exterior and Sliding Glass): All interior and exterior doors will have matching hardware finishes. All exterior doors will have deadbolt locks, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly. All doors will meet current egress standards.

7. Cabinets, Counters and Sinks: All apartment kitchens will have modular construction cabinets made of melamine material, solid surface countertops, and stainless steel sink. Built-in microwaves will be included in all kitchens; therefore, microwave shelving is not required by Lender. All apartment bathrooms will have all wood vanity, and solid surface cultured marble vanity top with integral sink. All cabinetry face frames, doors and drawer faces will be solid hardwood.

8. Ceilings and Walls: Low or no VOC paint will be used in building interiors.

9. Windows: All apartments will have energy efficient vinyl dual pane windows. Windows designed to open will have screens. The Borrower is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements. All windows will meet current egress standards.

10. Blinds: Vertical or horizontal blinds will be provided in all apartment windows and sliding glass doors.

11. Electrical and Lighting: All apartments will have high efficiency lighting, ceiling fans, exhaust fans vented to the exterior and bathroom humidistat fans. Air conditioning and heat will be provided. Any exterior mounted electrical, mechanical and plumbing systems will be protected from vandalism. Wiring from telephone/data/cable suppliers will be installed within walls, attic spaces, and/or crawl spaces. Conduits will not be mounted on the exterior of the buildings.

12. Flooring: All apartment interior flooring finishes shall contain luxury vinyl plank (LVP) in the entry, kitchen and dining areas. Bathrooms will contain sheet vinyl. Bedrooms, hallways, closets and living areas will contain carpet tile that meet CRI Green Label Plus/Cal Green Standard specifications. Community Rooms, including the kitchen area, will contain luxury vinyl plank. Common area entry lobbies, corridors, offices and technology lab/computer room will contain carpet tile that meets CRI Green Label Plus/Cal Green Standard specifications. Service areas, including but not limited to the following areas, will contain sheet vinyl: UPPER LEVELS: Maintenance Room; Mechanical Rooms; Janitor Closets; Storage: Elevator Equipment Rm.; Trash access rooms. Service areas, including but not limited to the following areas shall contained stained sealed concrete: GROUND LEVEL:

Maintenance Room; Mechanical Rooms; Janitor Closets; Ground floor Stairwell; Dumpster room; Trash access rooms; Bike Storage. In all instances where LVP is utilized in common areas, the thickness will be 20 mils. In all instances where LVP is utilized in apartment interior areas, the thickness will be 12 mils.

13. Apartment interior flooring finishes: All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring.

Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface.

Bedrooms, hallways, and living and dining rooms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile. In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles. Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick. Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

14. Plumbing Fixtures: All apartments will have new water efficient plumbing fixtures.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 20

III. Community Amenities

1. Community Building: The furnished community building is 3,257 SF and will consist of three offices for property management, resident services provider, case management and meeting areas, lobby areas, sitting/lounging areas, restrooms, computer/technology room and community kitchen. The community building will have LVP flooring 20 mils thick, energy efficient lighting and HVAC systems. These spaces will be ADA compliant. The resident services rooms, community room, kitchen, computer room are a total of 1,419 square feet.

2. Community Room Kitchen: The community room kitchen will be ADA compliant and include all plywood construction cabinets with solid hardwood faces, solid surface countertop, and LVP flooring 20 mils thick. New Energy Star rated appliances (refrigerator, electric stove, electric oven, microwave, garbage disposal and dishwasher), energy efficient lighting, HVAC system and water efficient plumbing fixtures will be installed.

3. Community Restrooms: The two community restrooms in the community building will be ADA compliant, have low-flow bathroom fixtures, sink, solid surface countertop, and bathroom accessories.

4. Ceilings and Walls: Low or no VOC paint will be used in all building interiors.

5. Elevators: Two (2) hydraulic elevators will be installed. The elevator floor surface area wil l be a minimum of 28 square feet.

6. Hallways and Stairs (open corridor style): Residential hallways will be carpet tiles and stairs will be of carpet with closed risers. Stairs will be located on the wing elevations to encourage use for those that can forg o the elevator.

7. HVAC & Plumbing Systems: Each apartment will have its own air conditioning and heat with its own thermostat. Residential hallways will not have heating and air conditioning, due to open corridor ends designed to allow natural airflow. Stairwells will not have heating or air conditioning. A gas-fired central boiler will provide hot water for the development. Bathroom exhaust fans will be humidistat controlled.

8. Laundry Facility: The laundry room (or rooms) will accommodate no less than a total of seven (7) washers and seven (7) dryers, which will include one set of ADA accessible laundry machines.

9. Signage: A comprehensive signage package will be implemented throughout the development including all common area signage, unit ID, wayfinding, code, fire, life and safety signage.

10. Trash Room: One trash chute and one recycle chute will be located on each floor. A trash and recycle room is located on the ground floor within the building envelope with a concrete apron at the exterior for trash pick -up.

11. Recycle: One recycle chute will be located on each floor, emptying into the ground floor trash and recycle “discharge” room.

12. Bicycle parking: A minimum of 34 long-term and 10 short-term bicycle parking will be provided – taking into account this senior project will be allowed a 50% reduction under current zoning regulations. Long-term bicycle parking will be provided adjacent to the parking on the ground floor and short -term bicycle parking will be provided on the exterior of the building centrally located near the community building front door.

13. Security Cameras: Interior and exterior web-based security cameras will be installed throughout the community.

The equipment will record events for primary ingress/egress points to and from the site, parking lots and indoor and outdoor common areas where people will be congregating.

Attachment 1: Lender’s Minimum Construction Standards exhibit is on the following page.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 21

Attachment 1: Lender’s Minimum Construction Standards
This attachment is from Exhibit 2 from the Lender’s Multifamily Lending Policies.

RENTAL PROPERTY MINIMUM CONSTRUCTION STANDARDS

The following is a list of the required minimum construction standards that must be incorporated into projects participating in SHRA’s Multifamily Financing and/or Mortgage Revenue Bond programs. All rental units and sites associated with these projects must meet or exceed these standards. Exceptions to these standards may be made for properties subject to U.S. Department of Housing and Urban Development replacement reserve requirements that allow for renovation over time rather than at recapitalization (e.g., Rental Assistance Demonstration conversions for conventional public housing).

Note: For rehabilitation projects, all of the following standards shall apply. The non-rehabilitation sections below shall apply to new construction projects.

Useful Life Expectancy – Rehabilitation only

SHRA shall reference the current edition of FannieMae’s “Instructions for Performing a Multifamily Property Condition Assessment, Appendix F. Estimated Useful Life Tables” in determining the useful life for all building components and systems located within the project. A remaining useful life of 15 years or more is required for all building components and systems located within the approved complex. All items on the FannieMae tables with useful lives indicated to be less than 15 years shall be replaced.

General Requirements

A. All materials funded under this loan must be new unless previously approved. Recycled items must be approved in writing by SHRA prior to their use.

B. All work shall comply with Federal and State ADA accessibility requirements, as well as any other requirements stipulated by the funding source(s). When there are differences the stricter of the two shall apply. The developer is responsible for notifying their architect and/or engineer of all funding sources used on the project. The architect and/or engineer must indicate these funding requirements in the project’s plans/scope.

C. All units shall be approved for occupancy by the local Building Department or any other Agency Having Jurisdiction (AHJ) at the conclusion of the work and prior to occupancy.

D. Web-based security cameras and the equipment to record events are required for primary ingress/egress points to and from the site and for the principal parking and indoor and outdoor common areas where people will be congregating.

E. Site lighting is required for all parking and outside public spaces, and shall be of LED or similarly energy efficient type. The lenses on the exterior lights shall be cleaned with all oxidation removed or replaced. Light poles shall be new or painted, and shall be structurally sound and stable.

F. The developer’s architect is responsible for providing an Operating Procedure Outline Sheet (OPOS) for window washing systems where applicable, per Cal-OSHA requirements.

G. SHRA encourages the use of energy and water-efficient systems wherever they may be incorporated into the project.

General Requirements – Rehabilitation only

A. Any component of the project which does or may present a health or safety hazard to the public or tenants shall be corrected to the satisfaction of the local Building Department or AHJ.

B. A clear pest inspection report will be required at the conclusion of the construction work for rehabilitation projects.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 22

C. For all structures where disturbance of any hazardous materials (e.g. lead, asbestos, mold, etc.) will occur, a clearance report from an environmental consultant is required.

D. Projects deemed historically significant landmark by either the City of Sacramento or the National Register of Historic Places shall consult with the State Historic Preservation Officer (SHPO), and shall conform to the Secretary of the Interior Standards for the Treatment of Historic Properties.

Site Work

A. Trees and large shrubs must be trimmed, grass areas must be mowed, and all planter areas must be weed -free. The landscape design shall incorporate a sustainable design appropriate for the Sacramento Valley. Vegetation that assists in minimizing crime and enhances public safety is preferred. Trees compromising building envelope materials (roofing, siding, windows, etc.) and/or structural integrity (including foundations) must be removed. An arborist shall be consulted for an opinion on trees prior to major branch trimming, root cutting or tree removal. All trees, bushes and other plants that are to be removed shall have the root ball removed by grinding or by mechanical means. A landscape plan describing the above must be provided to SHRA for approval.

B. All landscaped areas must be served by a programmable automated irrigation system. The irrigation controller shall be a “Smart Controller” that senses rain to reduce water use. Irrigation shall be designed to use bubblers and other water saving measures. Irrigation must not spray on building. Sprinklers should minimize overspray that runs to storm drain drop inlets. Areas that show evidence of erosion of soil shall be landscaped to eliminate problems. The landscape plan must be approved by SHRA and applied.

C. For gated communities containing swinging vehicle gates, driveways shall be striped to show the area under the gate swings for safety purposes.

D. All projects shall contain trash enclosures with concrete aprons. Trash enclosures shall be made of cinder block or stucco. Trash enclosures shall be accessible to all tenants. Provisions for tenants with disabilities must be addressed in the project Scope of Development or the project plans.

E. All projects shall meet the parking requirements of the local Agency Having Jurisdiction (AHJ) over the project. "Grandfathered Projects" will need to show that they are in fact “Grandfathered” or otherwise exempted by the local AHJ. Otherwise, all projects shall meet the governing ADA requirements for parking.

F. A two percent (2%) slope shall be maintained for a distance of five feet from all structures and no standing water shall remain on the site. Provide an on- site drainage system if necessary.

G. Stairways in common areas must include closed risers and non-slip concrete finish or other slip-resistant material on the treads.

H. Exterior mounted electrical, mechanical, and plumbing systems must be protected from vand alism.

I. For family projects of 50 or more units, a minimum of one school age-appropriate play structure is required. For family projects of 100 or more units, a minimum of one school age and one toddler -appropriate play structure is required.

Site Work – Rehabilitation only

A. All landscaping and irrigation systems must be in a well-maintained condition.

B. All fencing must be in good and serviceable condition. Existing fencing that is to remain shall be free of flaking paint, rust, or any other signs of failure. If existing fencing shows any signs of failure, it shall be repaired, painted and restored to look new. All chain link fencing must be removed and replaced with fencing of another approved material.

All pedestrian gates hardware must be functional and in new or near-new condition. Access Control systems are required at exterior pedestrian gates.

C. All driveways and sidewalks must be in good condition. All cracked or uplifted areas (more than ¼”) shall be repaired Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 23

or replaced.

D. The asphalt shall be in good condition, with no alligator cracking, longitudinal cracking, potholes, or standing water.

Repairs to portions of parking lots not suitable for new coatings shall be performed by removing and replacing damaged paving. A new seal-coat or slurry-coat shall then be applied to the entire parking lot surface. Parking spaces shall be restriped, including ADA aisles and other applicable striping/painting.

E. All site accessories (bollards, benches, tables, play equipment, bike racks, mailboxes, shade structur es, BBQs, sheds, etc.) shall be replaced or in good repair (cleaned, painted and/or re -coated).

Building Envelope and Moisture Protection – Rehabilitation only

A. All areas exposed to moisture must be sealed and watertight. Buildings showing evidence of wat er intrusion shall have the areas inspected by a licensed architect/engineer or by a certified water intrusion expert. A water intrusion report shall be submitted to SHRA, and shall include the cause of the issue and a resolution to eradicate the water int rusion. If the inspection cannot be completed until the demolition phase of the project, the report shall describe a procedure to inspect the issue during demolition.

B. Roofing must have 15 years or more of remaining life with no visible signs of leakage. F or roofs containing composition shingles, a maximum of two layers of shingles are allowed (including any proposed new layers). Provide evidence that the roof system has a 15-year life remaining on the manufacturer’s warranty.

C. All siding must have 15 years or more of remaining life. Hairline cracks in stucco must be sealed and painted with elastomeric paint. If requested by SHRA, a statement by a licensed architect and/or engineer that the existing siding contains at least 15 years of useful life remaining shall be provided.

D. Fireplaces must be clean and meet applicable air quality standards. Chimneys shall be clean and must be inspected by a certified chimney inspector for structural integrity. All recommended structural repairs shall be performed.

Doors and Windows

A. All dwelling/tenant units must have screens on all windows that are designed to open. Windows designed to open must have functional locks and must operate freely without excessive effort. All windows must be dual -paned (minimum), and shall meet or exceed the State of California’s currently applicable efficiency standards, and any other efficiency standards that may be dictated by the funding source or other governing bodies for the project.

B. All doors must have matching hardware finishes.

C. All exterior doors must have deadbolt locks, keyed latch assemblies, viewers, and screws in strike plates long enough to penetrate the door jamb framing by at least one inch. The dwelling entry door hardware shall have single action hardware to release deadbolt and latch assembly.

D. All sliding exterior doors shall have screen doors and shall have functional locks and must operate freely without excessive effort.

E. All doors and windows must meet current egress standards.

Doors and Windows – Rehabilitation only

A. Any windows showing signs of condensation or leakage of any kind shall be replaced. SHRA allows window replacement using retrofit windows when those windows are installed by trained professionals following manufacturer’s specifications. Retrofit windows must have a similar useful life as “new, construction” (i.e., nail fin) windows.

B. All doors and doorjambs must be in good condition. No damaged or worn doorjambs or doors are allowed. Doors and/or jambs beyond their useful life shall be replaced.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 24

Casework

A. New cabinet boxes shall be made of plywood or solid wood. No particle board boxes will be allowed.

B. All counter tops shall be of solid surface or granite, and in very good condition with no significant scratches, burns or other imperfections.

C. Face frames, doors and drawer faces shall be solid hardwood. No plastic laminate finishes will be allowed.

Casework – Rehabilitation only

A. All cabinets shall be replaced or in very good condition, within their 15-year useful life, both structurally and in appearance.

Finishes

A. All dwelling unit kitchens shall contain luxury vinyl plank (LVP) flooring. Bathrooms must be floored with LVP, sheet vinyl or ceramic tile to provide a cleanable, impervious surface. Bedrooms, hallways, and living and dining ro oms may be floored with carpeting, LVP or hardwood. Wear layer of LVP shall be at least 12 mils inside dwelling units. Tenant unit entries shall be floored with LVP or ceramic tile.

In common areas, corridors may be floored with LVP, glue-down carpeting, or carpet tiles. Community rooms and kitchens shall be floored with LVP. Wear layer of LVP in common/commercial areas shall be a minimum of 20 mils thick.

Carpet shall meet or exceed the minimum standards as set by HUD’s UM-44D bulletin.

Finishes – Rehabilitation only

A. Floor coverings must be in good, useable condition - no holes, tears, rips, or stains.

B. All exterior and interior surfaces must be painted. No peeling, cracking, chipping, or otherwise failing paint will be allowed. All painted surfaces must be new, or in near new condition and appearance.

C. Acoustic (popcorn) ceiling texture must be removed and refinished with new texture to match wall texture.

Equipment

A. Dishwashers, refrigerator/freezer, oven, stoves and garbage disposals are required in all dwelling unit kitchens. All appliances must be new or in very good operating condition. All appliances must be Energy Star rated, as applicable.

Appliances slated for ADA units shall be per code requirements.

B. SRO projects are encouraged to provide the appliances listed above and will be reviewed and approved on a case -by- case basis.

C. All kitchens must have adequate cabinet and counter space. Installation of shelving for microwaves is required if over - the-range microwaves are not used, with the exception of ADA units.

Furnishings

A. Dwelling units must have window coverings on all windows.

Special Construction
Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 25

A. Non-habitable structures on property must be painted to match primary buildings and must be structurally sound.

B. Laundry facilities must, at a minimum, be consistent with CTCAC requirements of one washer and dryer for every ten dwelling units for family housing and one for every 15 units for senior and special needs projects. Ten percent of the total number of washer/dryers must be ADA-accessible machines (unless the ADA units contain their own laundry facilities). Solid surface countertops will be required within laundry rooms and countertops shall meet all ADA requirements.

C. Public pool areas shall have self-closing gate(s). Fences and gates at pool areas shall meet applicable current codes and standards. Joints between coping and concrete deck shall be appropriately caulked. Existing pools shall have no cracks in plaster or tile grout joints. The Developer is responsible for ensuring pool and surroundings meet all applicable current codes and standards. If a project contains two or more pools, at least one must remain following rehabilitation.

Mechanical/Plumbing

A. Water heaters must be installed per current applicable codes.

B. All common areas and tenant units must have heating and air conditioning. Wall mount (i.e. PTAC units) or central systems are acceptable. Evaporative coolers are not acceptable. HVAC units should be protected from vandalism, pursuant to discretion of SHRA.

C. Toilets, showerheads, faucets, and mixing valves shall be new and meet current water conservation codes.

D. Tub surrounds must be one unbroken piece per wall and must be of solid surfaces (such as “Swanstone” or other solid acrylic materials, quartz composites), or other similar materials. Fiberglass/acrylic surrounds are acceptable.

Mechanical/Plumbing – Rehabilitation only

A. All toilets, sinks, and tubs shall be chip and stain free.

Electrical

A. All units must have smoke/carbon monoxide detectors installed per current code.

B. Wiring from telephone/data/cable suppliers shall be installed within walls, attic spaces, and/or crawl spaces. No conduits are allowed to be mounted on the exterior of the buildings in new construction.

C. Broadband infrastructure meeting the requirements of 24 CFR 5.100* is required in all new construction projects of 4 or more units.

*Broadband infrastructure means cables, fiber optics, wiring, or other permanent (integral to the structure) infrastructure, including wireless infrastructure, that is capable of providing access to Internet connections in individual housing units, and that meets the definition of “advanced telecommunications capability” determined by the Federal Communications Commission under section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).

Electrical – Rehabilitation only

A. All electrical panels shall meet current code.

B. Any rehabilitation projects with un-grounded electrical systems shall be re-wired with grounded systems to meet current code.

C. For rehabilitation projects, switches, outlets and light fixtures shall be replaced with devices that meet current applicable codes.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 26

D. Wiring mounted on the exterior of the surface may be allowed if it is concealed in conduit and conduit is painted t o match exterior siding. For projects where exterior siding will be removed, this wiring shall be installed within walls, attic spaces, and/or crawl spaces.

Resident Services Community Space

All properties, regardless of project type (i.e. senior, family, or large family), must devote a minimum of 1,200 s.f. to actual resident services/community space. Resident services space includes common kitchens, computer rooms, meeting rooms and general gathering space. It does not include public restrooms, leasing offices, laundry facilities and lobbies. Common kitchens are required, including refrigerator, stove, garbage disposal, and dishwasher.

For existing buildings, these requirements shall apply unless SHRA deems there to be significant physical constraint s.

End of Scope of Development

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 27

Exhibit 3: Note Form

PROMISSORY NOTE

FOR DONNER FIELD SENIOR APARTMENTS

SELLER CARRYBACK

BORROWER HAS MADE THIS PROMISSORY NOTE (“NOTE”) AS OF THE EFFECTIVE DATE. The Lender is making the Loan pursuant to the terms and conditions of the Loan Agreement and this Note. This Note includes all attachments and Exhibits listed below, which are attached to and incorporated in this Note by this reference. The capitalized terms in this Note shal l have the meanings assigned in the following table of definitions and as defined in the body of the Note. (Terms being defined are indicated by quotation marks. If an item in the table is marked “None, Not Applicable, N/A or equivalent or is left blank, that defined term is not applica ble to this Note or the referenced item is not required or is not included in this Note as the context may indicate.) The Lender is making the Loan to Borrower in consideration of Borrower making this Note and delivering it to Lender.

For purposes of this Note, the following terms shall have the following meanings:

DEFINED TERM: DEFINITION:
“Effective Date” October 20, 2025
“Lender” Housing Authority of the City of Sacramento
“Borrower” Donner Field Senior, L.P.
“Borrower Legal
Status”
a California limited partnership
“Loan Agreement” The Loan Agreement between the Borrower and Lender as of the Effective Date for making of the loan (“Loan”) evidenced by this Note.
“Principal
Amount”
Sixty Thousand Dollars and No Cents ($60,000.00)
“Interest Rate” The interest rate is 3% per year, simple interest. “Accrual Date” Interest shall accrue starting on the following “Accrual Date”: The Effective Date

PAYMENT SCHEDULE. Repayment of this Note shall be made as follows:
“Maturity Date” Close of escrow for the funding of the permanent loans for the Project. “Payment
Amount(s)” Full Payment of any and all outstanding principal and accrued interest due at maturity.

FOR VALUE RECEIVED, THE UNDERSIGNED, JOINTLY AND SEVERALLY, PROMISES TO PAY to Lender, or its successors or assigns, the Principal Amount or such lesser amount as may be endorsed on this Note on behalf of Lender. The Loan shall bear interest on the outstanding principal balance, computed from the Accrual Date at the Interest Rate.

1. This Note evidences the obligation of Borrower to Lender for repayment of the Loan. The terms and covenants of the Loan Agreement are incorporated in this Note by reference. The Loan Agreement provides for and incorporates the Regulatory Agreement (as defined in the Loan Agreement), the making of which is further consideration for this Note.

2. All payments on this Note shall be applied first to fees and charges due under the Loan Agreement, if any, then to interest and then to the principal due on this Note. Borrower shall make the payments to the Lender at 801 12th Street, Sacramento, CA 95814, or to such other person or organization as may be designated by Lender to Borrower and noticed as provided in the Loan Agreement.

3. If any installment under this Note is not received by Lender within fifteen (15) calendar days after the installment is due, Borrower shall pay to Lender a late charge of five percent (5%) of such installment. Such late charge shall be immediately due and payable without demand by Lender.

4. This Note is secured by a Deed of Trust and Assignment of Rents against the real property described in the Loan Agreement (“Property”), recorded in the office of the County Recorder of Sacramento County ("Trust Deed"). The Trust Deed securing this Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 28

Note provides that Lender may at its option, declare all funds secured by the Trust Deed immediately due and payable, if any interest in the Property is refinanced, sold, hypothecated, transferred or conveyed to any person, whether voluntarily or involuntarily.. The Trust Deed further provides that if Borrower does not comply with the requirements of the Regulatory Agreement and fails to come into compliance with the Regulatory Agreement within thirty (30) days after Lender’s written notice to Borrower of such failure, Lender may at its option, declare all funds secured by the Trust Deed immediately due and payable.

5. Lender and Borrower shall comply with and fulfill the Special Terms.

6. Upon occurrence of any one or more of the following, Lender may, at its sole discretion, declare all unpaid principal immediately due and payable, together with all unpaid interest at the stated rate from the date of the advancement of the Loan's proceeds, subject to applicable cure periods, if:

a. Borrower defaults in the payment of any principal or interest when due. b. Lender discovers that Borrower, in any application to Lender in connection with the Loan, either (i) failed to disclose, or (ii) misrepresented any fact that would have prevented Borrower from being eligible for the Loan. c. Lender discovers that Borrower has made any misrepresentations or has intentionally withheld any fact in the making or continuation of this Loan, the knowledge of which could have affected the decision of Lender to make the Loan. d. Borrower defaults or breaches any of the terms of Loan Agreement, the Trust Deed, the Regulatory Agreement or this Note.
e. Borrower fails to perform any covenant, term or condition in any instrument creating a lien upon the Property which is the security under the Trust Deed, or any part thereof, which lien shall have priority over the lien of the Trust Deed securing this Note. f. The sale, transfer of title, conveyance or further encumbrance of the Property, whether by sale, exchange, gift, inheritance or other means, without prior written consent of Lender. g. Any of the following occur:
1) Borrower becoming insolvent or bankrupt or being unable or admitting, in writing, Borrower’s inability to pay debts as they mature or making a general assignment of or entering into any restructure payment arrangement with creditors. 2) Proceedings for the appointment of a receiver, trustee or liquidator of the assets of Borrower or a substantial part of such assets, being authorized or instituted by or against the Borrower. 3) Proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction being authorized or instituted against Borrower.

7. No waiver of any default or breach by Borrower under this Note shall be implied from any omission by Lender to take action on account of such default, and no express waiver shall affect any default, other than the default specified in the waiver. Such waiver shall be in writing and shall be operative only for the time and to the extent therein stated.

8. Borrower may prepay this Note in full or in part at any time, without any prepayment penalty being charged by Lender.

9. During the existence of default or delinquency under the terms of this Note or the Trust Deed, the Lender is expres sly authorized to apply all payments made on this Note to the payment of all or part of the delinquency, as it may elect.

10. Subject to the provisions of this Section 10, and notwithstanding any provision of the Loan Documents other than this Section 10, the personal liability of Borrower, and Borrower’s principals, partners, members, agents, officers, and successors in interest, to pay the principal of and interest on the debt evidenced by this Note and any other agreement evidencing Borrower's obligations u nder this Note shall be limited to (a) the Collateral (as defined in the Loan Agreement), (b) the personal property described in and pledged under any Loan Document, and (c) the rents, profits, issues, products and income Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 29

of the Property, including any rec eived or collected by or on behalf of Borrower after an Event of Default under the Loan Documents.

11. Borrower shall pay to Lender all costs of enforcement of all or any portion of this Note, the Trust Deed, and the Regulatory Agreement, including attorney's fees, witness fees, investigator fees and court costs, incurred by Lender, whether or not litigation is commenced.

IN WITNESS WHEREOF, Borrower has executed this Note as of the Effective Date.

Borrower:

Donner Field Senior, L.P.

By:

_______________________________________
Andrea Osgood
Chief of Real Estate Development and
Executive Vice President
Authorized Representative

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 30

Exhibit 4: Deed of Trust

DEED OF TRUST AND ASSIGNMENT OF RENTS
Donner Field Senior Apartments
Seller Carryback

For purposes of this Deed of Trust the following capitalized terms shall have the meanings ascribed in the space adjacent to them:

TERM DEFINITION
“Effective Date” October 20, 2025
“Trustor” and
“Borrower”
Donner Field Senior, L.P., a California limited partnership “Borrower
Address”
22645 Grand Street Hayward, CA 94541
“Trustee” Placer Title Company
“Beneficiary” and
“Lender”
Housing Authority of the City of Sacramento, a public body, corporate and politic “Lender Address” 801 12th Street, Sacramento, California 95814 “Property”
Which is real property located in the County of Sacramento and the State of California as more particularly described in the Legal Description.

Address 4501 9th Avenue, Sacramento, California 95820
Assessor’s Parcel Number 014-0223-004-0000
“Legal
Description”
The Legal Description of the Property which is more particularly described in the attached Exhibit 1 Legal Description, which is incorporated in and an integral part of this Deed of Trust
“Loan” Which is Lender’s loan to Borrower evidenced by the Note and which is secured by this Deed of Trust.
“Loan
Agreement”
Which is the agreement between Lender and Borrower stating the term and conditions of the Loan.

Which is dated: October 20, 2025
“Additional
Notices”
Lender may give copies of notices required to be delivered to Borrower to the following parties at the following addresses; provided, however that Borrower acknowledges that such notice is an accommodation and the failure of the Lender to properly deliver any such notice shall not give rise to any claims or defenses of Borrower or any third party:

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 31

If to Borrower:

Donner Field Senior, L.P.
c/o Eden South Bay, Inc.
22645 Grand Steet
Hayward, CA 94541

With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO

With a copy to:

Gubb and Barshay LLP
c/o Erica Williams Orcharton
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
“Note”
Which is Borrower's promissory note made in accordance with the Loan Agreement evidencing the following principal sum or such lesser amount as shall equal the aggregate amount disbursed to Borrower by Lender, with interest.

Which has a principal sum of Sixty Thousand Dollars and No Cents ($60,000.00)
“Regulatory
Agreement”
Which is that certain Regulatory for Residential Rental Property and Declaration of Restrictive Covenants Affecting Real Property entered into by and between Borrower and Lender as additional consideration for Lender making the Loan.

Which is dated: October 20, 2025

THIS DEED OF TRUST is made as of the Effective Date between the Trustor also referenced as the Borrower, the Trustee, and the Beneficiary also referenced as Lender.

Borrower, in consideration of the indebtedness described below and the trust created by this Deed of Trust, irrevocably grants and conveys the Property to Trustee, in trust with power of sale.

Together with all the improvements now or subsequently erected on the property, and all easements, rights, appurtenances, rents (subject, however, to the rights and authorities given to Lender to collect and apply such rents), royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, steam and hot water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating equipment, cabinets, man tels, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, furniture, shades, awnings, screens, venetian blinds and other furnishings, now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property (or the leasehold estate if this Deed of Trust is on a leasehold) are referred to as the "Property";

To secure to Lender: (a) the repayment of the Loan; and (b) the performance of the covenants and agreements of Borrower contained in this Deed of Trust, the Loan Agreement, the Note, and the Regulatory Agreement.

Borrower covenants that Borrower is lawfully seised of the estate conveyed by this Deed of Trust and has the right to grant and convey the Property, and that Borrower will warrant and defend generally the title of the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the Property.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 32

Borrower and Lender covenant and agree as follows:

1. Payment of Principal and Interest . Borr ower shall promptly pay when due the principal and interest, if any, on the indebtedness evidenced by the Note. All payments received by Lender under the Note shall be applied by Lender first to interest payable on the Note and thereafter to the unpaid principal of the Note.

2. Charges; Liens. Borrower shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property and leasehold payments or ground rents, if any by Borrower making payment, when due, directly to the appropriate payee. Borrower shall promp tly furnish to Lender all notices of amounts due under this paragraph, and in the event that Borrower makes payment directly, Borrower shall promptly furnish to Lender receipts evidencing such payments. Borrower shall pay when due any encumbrance, charge and lien, with interest in accordance with its terms, on the Property or any portion which is inferior or superior to this Deed of Trust.

3. Hazard Insurance. Borrower shall keep the improvements now existing or later erected on the Property insured agains t loss of fire or hazards under a policy approved by Lender consistent with the insurance requirements of the Loan Agreement.

In addition, Borrower shall insure against loss of all furniture, equipment and other personal property owned by Borrower related to Borrower's operation of the Property. Lender shall have the right to hold the policies and policy renewals, and Borrower shall promptly furnish to Lender all renewal notices and all receipts of paid premiums. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower.

Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, as and to the extent provided in the Loan Agreement.

Unless Lender and Borrower otherwise agree in writing, any such application of insurance proceeds to principal shall not extend or postpone the due date of any Loan payment or change the amount of such payment. If the Property is acquired by Lender pursuant to this Deed of Trust, all right, title and interest of Borrower in and to any insurance policies and proceeds of such policies resulting from damage to the Property prior to the sale of acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition.

4. Liability Insurance . In addition to the casualty insurance required under the Loan Agreement during the course of construction, Borrower shall keep comprehensive general liability insurance for the Property in a form and coverage consistent with the provisions of the Loan Agreement and reasonably approved by Lender.

5. Preservation and Maintenance of Property. Borrower shall keep the Property in good repair and shall not commit waste or permit impairment, demolition, or deterioration of the Property.

6. Protection of Lender's Security . Borrower shall appear and defend any action or proceeding purporting to affect the security under t his Deed of Trust or the rights of the Lender. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender's interest in the Property, including, bu t not limited to, foreclosure, involuntary sale, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender may, upon notice to Borrower, make such appearances, disburse such sums and take such actions as are necessary to protect Lender's interest, including, but not limited to, disbursement of judgments, costs or reasonable attorney's fees and entry upon the Property to make repairs.

Any amounts disbursed by Lender pursuant to this Section 6, with interest, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment, and shall bea r interest from the date of disbursement at the highest rate permissible under applicable law. In any event, this Section shall be construed as a right and an option of Lender and shall not be construed to require Lender to incur any expense or take any a ction.

7. Inspection. Lender, by its designated representative, may make reasonable entries upon and inspections of the Property, provided that Lender shall give Borrower and any occupant of the Property reasonable prior notice of any such inspection.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 33

8. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of all or any part of the Property, or for conveyance in lieu of condemnation, shall be applied as provided in the Loan Agreement.

If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the condemnor offers to make an award or settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date such notice is mailed, Lender is authorized to collect and apply the proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust.

Unless Lender and Borrower otherwise agree in writing, any such application of pro ceeds to principal shall not extend or postpone the due date of any payment or change the amount of such payment.

9. Borrower Not Released. Extension of the time for payment of the sums secured by this Deed of Trust granted by Lender to Borrower or any successor in interest of Borrower shall not operate to release, in any manner, the liability of the origin al Borrower and Borrower's success ors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time payment by reason of any demand made by the original Borrower or Borrower's successors in interest.

10. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Deed of Trust, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any such right or remedy.

The procurement of insurance or the payment of taxe s or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

11. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to an y other right or remedy under this Deed of Trust, the Note, the Loan Agreement, the Regulatory Agreement or afforded by law or equity, and may be exercised concurrently, independently or successively.

12. Successors and Assigns Bound; Joint and Several Liabil ity Captions. The covenants and agreements contained in this Deed of Trust shall bind, and the rights under this Deed of Trust shall inure to, the respective successors and assigns of Lender and Borrower, subject to the provisions of Section 15. All covenants and agreements of Borrower shall be joint and several.

The captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or to define its provisions.

13. Notice. Except for any notice required under applicable law to be given in another manner, any notice to be given under this Deed of Trust shall be given as provided for in the Loan Agreement. Any notice provided for in this Deed of Trust shall be deemed to have been given to Borrower or Lender when given in the manner designated.

14. Governing Law; Severability. This Deed of Trust shall be governed by the law of the State of California. If any term or provision of this Deed of Trust shall, to any extent, be held invalid or unenforceable, the remainder of this Deed of Trust shall remain in full force and effect and the invalid or unenforceable provision shall be valid and enforceable as to any other person or circumstance.

15. Acceleration on Transfer or Refinancing of the Property; Assumption . Except as otherwise provided in the Loan Agreement, if all or any part of the Property or an interest in the Property is sold or Transferred or refinanced by Borrower without Lender's prior written consent, Lender may, at Lender's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. A “Transfer” occurs whenever any of the following occur: 1) the transfer of any partnership interest to or from any partner; 2) the removal, addition, or substitution of one or more of th e general or limited partners of Borrower; or any change in title to the Property or the Project Lender shall have waived such option to accelerate if, prior to the refinancing, sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the loan may be assumed. If Lender has waived the option to accelerate provided in this Section and if Borrower's successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under this Deed of Trust and the Loan Agreement.

If Lender exercises such option to accelerate, Lender shall mail Borrower notice of acceleration. Such notice shall provide a period of not less than 30 days from the date the notice is mailed within which Borrower, or any of its principals or anyone with a substantial legal interest in Borrower, may pay the sums declared due. If Borrower fails to pay such sums prior Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 34

to the expiration of such period, Lender may, without further notice or demand on Borrower, invoke any remedies permitted by this Deed of Trust.

16. Acceleration on Breach; Remedies . Except as provided in Section 15, upon Borrower's breach of any covenant or agreement of Borrower in this Deed of Trust, the Regulatory Agreement, or Loan Agreement, Lender shall mail notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, no less than 30 days from the date the notice is mailed to Borrower, by which br each must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Propert y.

If the breach is not cured on or before the date spec ified in the notice, Lender at Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Lender shall be entitled to collect from the Borrower, or sale proceeds, if any, all reasonable costs and expenses incurred in pursuing the remedies provided in this Section, including, but not limited to reasonable attorney's fees.

If Lender invokes the power of sale, Lender shall execute or cause Trustee to execute a written notice of the occurrence of an event of default and of Lender's election to cause the Property to be sold and shall cause such notice to be recorded i n each county in which any portion of the Property is located. Lender or Trustee shall mail copies of such notice in the manner prescribed by applicable law to Borrower and to the other persons prescribed by applicable law. Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale, in one or more parcels and in such order as Trustee may determine. Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. Lender or Lender's designee may purchase the Property at any sale.

Trustee shall deliver to the purchaser a Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements it contains.

Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and costs of tit le evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person or persons legally entitled thereto as determined by Lender. I n the event of a dispute regarding the excess funds, either Lender or Trustee may file an a ction in interpleader to determine who shall receive the funds and may then deposit the excess funds with the court.

17. Assignment of Rents; Appointment of Receiver; Lender in Possession . As additional security, Borrower assigns to Lender the rents of the P roperty, (the “Rent”) provided that Borrower shall, prior to an acceleration for breach as provided above or abandonment of the Property, have the right to collect the Rent as they become due.

Upon acceleration for breach or abandonment of the Property, Lender, in person, by agent or by judicially appointed receiver shall be entitled to enter upon, take possession of and manage the Property and to collect the Rent including those past due. All Rent collected by Lender, its agent, or the receiver shall be applied first to payment of the costs of management of the Property and collection of Rent, including, but not limited to receiver's fees, premiums on receiver's bonds and reasonable attorney's fees, and then to the sums secured by this Deed of Trust. Lender, its agent and the receiver shall be liable to account only for those Rent actually received.

18. Financing Statement. This Deed of Trust is both a real property deed of trust and a "securit y agreement" within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and del ivering this Deed of Trust has granted and hereby grants to Lender, as security for the Loan, a security interest in the Property to the f ull extent that the Property may be subject to the Uniform Commercial Code (the Property so subject to the Uniform Commercial Code, including without limitation, the Rent, being called in this paragraph the "Collateral"). Borrower irrevocably appoints Lender as its true and lawful limited attorney -in-fact solely to execute and deliver any and all financing statements pur suant to the appropriate statutes, and any other documents or instruments as are required to convey to Lender a valid perfected security interest in the Collateral. Borrower agrees to perform all acts which Lender may reasonably request so as to enable Lender to maintain such valid perfected security interest in the Collateral in order to secure the payment of the Note in accordance with their terms. Lender is authorized to file a copy of any such financing statement in any jurisdiction(s) as i t shall deem appropriate from time to time in order to protect the security interest established pursuant to this Deed of Trust.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 35

19. Prior Lienholder. The provisions of this Deed of Trust shall operate subject to the claims of prior lienholders to the extent of such claims.

23. Request for Notice. Borrower and each party listed to receive Additional Notices request that copies of the notice of default and notice of sale be sent to their respective addresses.

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust.

BORROWER (Trustor):

DONNER FIELD SENIOR, L.P.

By:__________________________________________
Andrea Osgood
Chief of Real Estate Development
and Executive Vice President

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 36

Exhibit 5: Regulatory Agreement

REGULATORY AGREEMENT FOR RESIDENTIAL RENTAL PROPERTY

AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY

SELLER CARRY-BACK

PROJECT NAME: Donner Field Senior Apartments
PROJECT ADDRESS: 4501 9th Avenue, Sacramento, California 95820 APN: 014-0223-004-0000

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS ACKNOWLEDGED, AGENCY AND OWNER HAVE

ENTERED THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS AFFECTING REAL PROPERTY (REGULATORY AGREEMENT) AS OF THE EFFECTIVE DATE.

1. GENERAL. This Regulatory Agreement includes the Exhibits listed below which are attached to and incorporated in this Regulatory Agreement by this reference.

TERM DEFINITION
“Effective Date” This Regulatory Agreement shall be effective as of the following date: October 20, 2025 “Agency” Housing Authority of the City of Sacramento
A public body, corporate and politic
“Agency Address” Agency’s business address is 801 12th Street, Sacramento, California 95814 “Owner” Donner Field Senior, L.P.
“Owner Address” Owner’s business address is as follows: 22645 Grand Street Hayward, CA 94541 “Jurisdiction” City of Sacramento
“Property”
That certain real property which is subject to this Regulatory Agreement as further described in the legal description, attached as Exhibit 1 – Legal Description of the Property and incorporated in this Regulatory Agreement by this reference
“Funding
Agreement”
The Funding Agreement between
Agency and Owner as follows:

Titled: Seller Carry-back Loan Agreement
Dated: October 20, 2025
“Agency Funding” Agency Funding made by Agency to Owner under the Funding Agreement for the purchase and development of the Property
“Agency Funding
Amount“
The amount of Agency Funding, as follows: $60,000.00
“Plans and
Specifications”
That certain Plans and Specifications related to this Project and approved in writing by Agency on June 27, 2023.
“Proportionate
Agency
Assistance”
The percentage of the Project cost, including without limitation, land, predevelopment and development costs, that is attributable to Agency Funding. For rehabilitation projects, the percentage that Agency Funding bears to the total of the fair market value of the Property before rehabilitation and the total costs of rehabilitation.

0.15%
“Transfer”
A Transfer occurs whenever any of the following occur:

1. The transfer of partnership interests to or from any partner;

2. The removal, addition, or substitution of one or more of the general or limited partners of Owner; or

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 37

“Approved Use”
The only permitted use of the Property, which is as a residential property available for rent b y eligible residents pursuant to the Housing Authority Funds Funding Requirements and containing not less than the following number of units:
67 “Governmental
Requirement”
All laws, orders, decrees, ordinances, rules and regulations of any United States federal, California state, local, or other governmental entity with statutory or regulatory authority over the Property or the Project.
“Title Policy” A policy issued by Placer Title Company that protects against losses that occur if the property is not free and clear of encumbrances, liens, and defects.

3. RESTRICTED UNITS; APPROVAL OF LEASES.
a. In order to ensure that the proper number and types of units have been rented in accordance with this Regulatory Agreement, Owner is prohibited from leasing any unit within the Project until either the parties have recorded against the Property a list of the Restrict ed Units or Agency has approved the individual lease or lease form for the Restricted Units. A “Restricted Unit” is a unit subject to the Agency’s rent and occupancy restrictions as a result of the financial assistance provided by the Agency for the Project. “Rent” means all amounts owed or paid by an Eligible Household reasonably related to an Eligible Household’s occupancy of a Restricted Unit, including without limitation a utility allowance, if any, and any amounts paid to Owner for parking, fees, taxes, pets, or any other expenses required by Agency or the Funding Requirements.

In no event shall the Rent exceed 30% of the Affordability Level defined below in Section 3(c). b. Owner shall ensure that at all times, each of the Restricted Units are leased onl y to households who meet both of the following requirements:

(1) the household is deemed eligible for assistance in accordance with this Regulatory Agreement, the Funding Requirements, and all applicable Governmental Requirements; and

(2) the household’s annual adjusted income does not exceed the acceptable “Affordability Level,” which is the maximum annual adjusted income most recently established by the United States Department of Housing and Urban Development (HUD) for the Project’s Metropolitan Statistical A rea and the household size. (if both requirements are met, an “Eligible Household”).

An Eligible Household who meets the Project’s eligibility criteria on the date of the Eligible Household’s initial occupancy shall remain eligible to continue to lease the Restricted Unit where the Eligible Household resides so long as the Eligible Household’s annual adjusted income does not exceed the Affordability Level as adjusted for the current number of household members. In the event the Project is assisted with more than one source of Agency Funding, Owner shall determine household eligibility based on the Affordability Level stated for the source of assistance provided for each Restricted Unit, respectively.

c. When determining family size for the purposes of deter mining whether a prospective tenant qualifies as an Eligible Household, Owner must include all persons applying to reside in the applicable Restricted Unit, except a qualified live -in aid, as determined in accordance with 24 CFR Part 8.

4. Notwithstanding any conflicting provision in the Funding Requirements, the Initial Rent per Unit per Month listed in this Regulatory Agreement shall be paramount and controlling.

Agency Funding
Source:

Affordability
Level:

Number of
Restricted
Units:

Type of Restricted Units:

Maximum
Initial
Rent per
Restricted
Unit per
Month:

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 38

HACS Tax-
Increment
50% Area Median
Income (AMI)
65 One Bedroom $1,286
HACS Tax-
Increment
50% Area Median
Income (AMI)
1 Two Bedroom $1,447

e. In the event of a conflict between the Funding Requirements and this Regulatory Agreement regarding the Initial Rent per Unit per Month, the lowest amount shall control.

6. MANAGEMENT COMPANY; MANAGEMENT AGREEMENT.

a. Owner agrees that at all times the Project shall be managed by a property manager (i) approved by Agency in its reasonable discretion and (ii) who has successfully managed at least five projects over forty units in size and subject to a recorded regulatory agreement for at least three years’ prior to the application, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). Owner shall submit to Agency from time to time such information about the background, experience and financial condition of any existing or proposed Manager as Agency may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. Agency reserves the right to conduct periodic reviews of the management practices and of the Manager to determine if the Project is being operated and managed in accordance with the requirements and standards of this Regulatory Agreement. Owner agrees to cooperate with Agency in such reviews.
b. If Agency determines in its reasonable judgment that the Project is not being operated and managed in accordance with one or more of the requirements or standards of the Funding Agreement, Agency may deliver notice to Owner requesting replacement of the Manager, which notice shall state clearly the reasons for such request. Owner agrees that, upon receipt of such notice, Owner shall within 60 days submit to Agency, a proposal to engage a new Manager meeting the requirements of this provision. Agency shall respond within 30 days to such proposal or such approval shall be deemed given. Upon receipt of such consent or deemed consent, Owner shall promptly terminate the existing Manager’s engagement and engage the new Manager.
c. Owner shall not enter into any management agreement or arrangement with any party with respect to the management of the Project without Agency's prior written consent, such consent not to be unreasonably withheld or delayed. Owner shall not materially modify, amend or terminate any approved management agreement (other than as required to comply with the terms of the Funding Agreement and/or applicable law) without Agency's prior written consent, which consen t will not be unreasonably withheld or delayed; provided, however, that Owner shall proceed prompt notice of Agency of such removal.

Agency consent shall not be required to extend the term of an existing management agreement.

Approved Management Company
Eden Housing Property Management

7. SPECIAL PROVISIONS. Owner shall also comply with the following special provisions.

Provision Term
N/A 55 Years

8. REPRESENTATIONS. Agency has provided Agency Funding to Owner to develop the Property, subject to the terms of the Funding Agreement. For purposes of this Section 5, “Property” shall mean Property or Restricted Unit as the context may Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 39

indicate. This Regulatory Agreement is a substantial part of the consideration to Agency for making Agency Funding. The funds used by Agency under the Funding Agreement are funds from public funding sources administered by Agency and their use is subject to certain requirements some of which are embodied in this Regulatory Agreement. Further, Agency has made Agency Funding in accordance with the laws, rules and regulations to which Agency is subject. Therefore, Agency has made Agency Funding conditioned upon Owner’s agreement, for itself and its successors and assigns, to comply with all provisions of this Regulatory Agreement, including without limitation, the Funding Agreement. Owner represents that it has had full opportunity to make itself independently familiar with such limitations and restrictions, and Owner accepts them and agrees to comply fully with them. As a material inducement to Agency to enter into the Funding Agreement and to give Agency Funding to Owner, Owner unconditionally, and each signatory who signs on its behalf, to the extent of their best knowledge, represents and warrants to Agency, as of the Close of Escrow, as follows:
a. Owner represents that it has had full opportunity to make itself independently familiar with the limitations and restrictions contained herein, and Owner accepts them and agrees to comply fully with them. b. The Plans and Specifications are satisfactory to Owner and the General Contractor and have been approved by Agency and all other construction lenders. There are no structural defects in the Project as shown in the Plans and Specifications that are known to or reasonably should have been known to Owner or its agents and employees, and to the best of Owner’s knowledge, no violation of any Governmental Requirement, including but not limited to an en vironmental requirement, exists.

c. Owner is duly formed and validly exists in the form stated above, is qualified to do business in California, and has full power to consummate the transactions contemplated.

e. Owner is the sole legal and beneficial owner of the Property, which is free of all claims, liens, and encumbrances other than those shown in the Title Policy.

f. Owner has not received financing for either the a cquisition of the Property, the construction of the Project or the permanent financing of the Project except as has been specifically disclosed to and approved by Agency in writing.

g. All Personalty is vested solely in Owner, free of all claims, liens, and encumbrances, and the security interest of Agency in the Personalty is a first lien.

a. Owner shall use and permit others to use the Property only for the Approved Use. . Additionally, Owner shall not use or permit others to use the Property, in whole or in part, for any “Disapproved Use,” which includes any use not listed as an Approved Use, including but not limited to a liquor store, bar, adult film store , hazardous materials storage or warehousing, tattoo or piercing establishment, pawn shop, check cashing or paycheck advance business, or cannabis sales, including medical cannabis.

b. Owner shall ensure full compliance with the Funding Requirements at all times.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 40

c. Owner shall not convey, Transfer, hypothecate, or otherwise encumber any of the Property or permit the conveyance, Transfer, hypothecation, or encumbrance of the Property unless such conveyance, Transfer, hypothecation, or encumbrance of the Proper ty has received prior, written approval from the Agency and the assignee, transferee, beneficiary, or encumbrancer has agreed, in writing and in a form suitable for recordation, to be bound by the terms of this Regulatory Agreement.

d. Owner shall not cause and shall not permit expansion, construction, modification reconstruction, or demolition of all or any part of any improvements on the Property, except as provided by the Funding Agreement or as authorized in a written agreement between Agency and Owner that has been executed by Agency’s Executive Director or their designee.

Additionally, Owner shall ensure that any of the above acts are performed in a timely manner.

g. If, at any time, residents of the Project are displaced, Owner shall comply fully with all relocation laws. Owner’s failure to comply with applicable relocation laws is an Event of Default.

i. Owner shall not cause and shall not permit discrimination based on race, color, national origin, religion, sexual orientation, gender, familial status, age source of income or disability i n the sale, lease, or rental or in the use or occupancy of the Property. Owner covenants by and for him/her/itself, his/her/its heirs, executors, administrators, and assigns, and al l persons claiming under or through them that there shall be no discriminat ion against or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. This covenant against discrimination shall continue in perpetuity.

l. At or before the close of escrow, Owner shall provide Agency with a detailed resident services plan including but n ot limited to the following information: (1) identification of all entities responsible for providing resident services to Proje ct tenants and each entity’s role in the provision of those services; (2) a description of the services to be provided; (3) a resident services budget; and (4) Agency approved resident services at the Project according to the schedule of fifteen (15) hours per week and including the following services ( the “Resident Services Plan”). Agency shall have the right to reject or approve the Resident Services Plan submitted by Owner. Prior to initial occupancy, Owner must have a Resident Services Plan in place that has been approved in writing by the Agency:

1) An onsite Coordinator who provides services to residents for a minimum of: four (4) hours per week; and

2) Services of a minimum of eleven (11) hours per week shall be provided and may include, but are not limited to:

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 41

i) Educational classes such as nutritio n, exercise, health resources, health insurance application assistance, annual onsite health fair, English as a Second Language (ESL) classes; ii) Socialization activities such as bingo, gardening and community building events; and iii) Other services such as tran sportation assistance, counseling assistance and employee readiness and job search assistance.

m. Beginning at initial occupancy of the Project, Owner shall ensure the resident services are provided to Project residents at all times in accordance with the Re sident Services Plan. Beginning at initial occupancy of the Project, and at all times during the Term of this Regulatory Agreement, Owner shall deliver to Agency a once -quarterly report that includes information deemed necessary by the Agency to evaluate t he resident services being provided at the Project, including but not limited to: the schedule of services and activities offered, the efforts made by Owner or resident services providers to advertise the activities and services, the number of Tenants served by each service or activity per week, the demographics of the Tenants served by each service or activity per week.

1) the methodology used by Owner to determine the Project community’s needs;

2) a summary of the data collected about the Project community’s needs;

3) a summary of the data collected about the utilization of the existing resident services provided at the Project; and

4) an explanation of Owner’s decision to maintain the current Resident Services Plan or to amend the Resident Services Plan.

p. If Agency determines the Owner’s efforts to assess the Project residents’ needs or to tailor the Resident Services Plan to the Project’s residents’ needs are inadequate, Agency sha ll provide notice to Owner, and Owner shall remedy the deficiencies identified by Agency within 45 days of deemed delivery of such notice. Failure to remedy such deficiencies in a timely manner shall be an Event of Default.

q. Owner shall not permit any enti ty to provide resident services at the Project without the Agency’s prior approval of such entity, such approval to be given, withheld, or revoked at any time upon Agency’s determination, in Agency’s sole and absolute discretion, that the resident services provider is not performing satisfactorily. Upon deemed delivery of notice from the Agency to Owner of the Agency’s determination that any resident services provider is performing or has performed unsatisfactorily to the Agency, Owner must ensure that such provider is removed and replaced with a new Agency-approved service provider within 60 days. Failure to timely remove and replace such service provider shall be an Event of Default under this Regulatory Agreement.

r. Subject to Agency’s written approval, Ow ner shall obtain and maintain for the life of this Regulatory Agreement an Agency approved, top quality property management agreement with a duly accredited real estate property management company for the management of the Property, and shall assure compli ance of the property manager with the property management agreement. Agency shall have the right to review and approve or reject any proposed changes to scope of said agreement and to changes in the real estate property management company prior to making such changes. Any such changes made without Agency approval shall be an Event of Default under this Regulatory Agreement. Agency approval of a property management company or a property management agreement is fully revocable with 60 days’ notice from Agen cy. Upon the effective date of the revocation of Agency approval of a property management company or a property management agreement, the maintenance by Owner of the disapproved property management company or property management agreement, whichever applies, shall constitute an Event of Default under this Regulatory Agreement.

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 42

u. Owner shall ensure all of the units, indoor common areas and buildings are smoke free.

10. NATURE OF COVENANTS. The provisions contained in this Regulatory Agreement are covenants which subject and burden the Property, as covenants running with the land. It is intended and agreed that the agreements and covenants provided in this Regulatory Agreement shall be covenants running with the land and eq uitable servitudes on the land and that they shall, in any event, and without regard to technical classifications or designation, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, Agency, Ag ency's successors and assigns, any other governmental entity acting within its authority, and any successor in interest to Agency's interest under this Regulatory Agreement against Owner, its successors and assigns and every successor in interest to all or any part of the Property.

11. TERM. The “Term” of this Regulatory Agreement shall commence on the Effective Date and continue until the terms of all of the covenants, including without limitation, the terms stated in the Funding Requirements, have expired or otherwise been terminated. Unless a longer term is stated in the Funding Requirements, the term of this Regulatory Agreement shall be fifty-five (55) years from the Effective Date.

13. MULTIPLE FUNDING REQUIREMENTS. If more than one form of Funding Requirements is attached, each Restricted Unit shall be subject to the Funding Requirements for every Funding Source applied to the respective Restricted Unit. If the terms of the Funding Requirements shall conflict as t o any Restricted Unit, the Funding Requirements shall be construed so as to meet all applicable requirements for the respective Restricted Unit, including without limitation the use of the most restrictive requirements and the use of the “Recapture” formula that results in the greatest repayment to Agency.

14. RECORDKEEPING AND REPORTING. Upon request of Agency, Owner shall promptly provide any additional information or documentation requested in writing by Agency to verify Owner's compliance with the provisio ns of this Regulatory Agreement. At the written request of Agency, Owner shall, within a reasonable time following receipt of such request, furnish reports and shall give specific answers to questions upon which information is desired from time to time rel ative to the income, assets, liabilities, contracts, operations, and condition of the property and the status of any deeds of trust encumbering the Property.

15. AUDIT AND INSPECTION. The Property and all related equipment, buildings, plans, offices, books, contracts, records, documents and other related papers shall at all times be maintained in reasonable condition for audit and shall be subject to examination by Agency or its agent at any time without prior notice. The books and accounts of the operations of the Property shall be kept in accordance with generally accepted accounting principles. Owner shall provide Agency access to the Property and its tenants during reasonable hours for the purpose of reviewing Owner’s compliance with this Regulatory Agre ement.

16. INDEMNITY FOR OWNER’S FAILURE TO MEET LEGAL REQUIREMENTS. Owner shall indemnify and hold Agency, its officers, directors, and employees harmless from any and all liability arising from Owner’s failure to comply with the covenants, conditions and r estrictions contained in this Regulatory Agreement or to comply with all other laws, rules, regulations and restrictions related to the use of Agency Funding. Without limitation, such indemnity shall include repayment to the appropriate parties of rents or sales proceeds in excess of amounts authorized to be charged and repayment to Agency of the costs of funds and the value of lost opportunities resulting from the required repayment by Agency to the funding source of funds improperly used.

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 43

part, any of the covenants or restrictions contained in this Regulatory Agreement without the consent of any easement holder, licensee, other mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property.

18. DEFAULT. Upon a breach of any of the provisions of this Regulatory Agreement by Owner, Agency may give written notice of such breach to Owner by registered or certified mail. If such violation is not corrected to the satisfaction of Agency within thirty (30) days after the date such notice is mailed or within such further time as Agency may determine in its sole and absolute discretion is necessary to correct the breach, and without further notice to Owner, Agency may declare a default under this Regulatory Agreement, ef fective on the date of such declaration of default, and upon such default Agency may:
(a) during the term of the Funding Agreement take any action then available under the Funding Agreement for a default under the Funding Agreement; (b) apply to any court for specific performance of this Regulatory Agreement, (c) apply to any court for an injunction against any violation of this Regulatory Agreement; (d) apply to any court for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Regulatory Agreement, (e) apply to any court for money damages; or (f) apply to any court or other tribunal for such other relief as may be appropriate. The parties agree th e injury to Agency arising from a default under any of the terms in this Regulatory Agreement would be irreparable, and the amount of damage would be difficult to ascertain.

19. REGULATORY AGREEMENT VIOLATIONS. Owner shall pay the program compliance fees and expenses to Agency set forth in Compliance Violations and Actions (Exhibit 3 - Compliance Violations and Actions) in reimbursement of the amounts and time expended by Agency to insure Owner’s compliance with State statutes and federal regulations and Owner’s obligations under this Regulatory Agreement as a result of Owner not meeting its obligations and reporting requirements. No compliance fee will be assessed for one incident of each type of compliance violation per annual inspection provided the violation is corrected within the specified corrective time perio d. The second and subsequent violations will be assessed compliance fees as detailed in the Compliance Violations and Actions tables.

22. COMPLIANCE AMENDMENTS. If revisions to the provisions of this Regulatory Agreement are necessitated to comply with the laws or regulations governing Agency Funding, Owner agrees to execute modifications to this Regulatory Agreement that are needed to comply with such laws or regulations.

23. ATTORNEYS' FEES. If the services of any attorney are required by any party to secure the performance of this Regulatory Agreement or otherwise upon the breach of default of another party, or if any judic ial remedy or mediation is necessary to enforce or interpret any provision of this Regulatory Agreement or the rights and duties of any person in relation to this Regulatory Agreement, the prevailing party shall be entitled to reasonable attorneys' fees an d costs in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law. The p revailing party shall mean the party receiving a judgment in its favor, unless the award or judgment is less favorable than the best settlement offered in writing in a reasonable manner by the other party, in which case the prevailing party is the other pa rty.

24. SEVERABILITY. The invalidity or unenforceability of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions.

25. ELECTION OF REMEDIES. To the extent applicable, in the event of any breach of a ny covenant, condition or restriction contained in this Regulatory Agreement, Agency shall reasonably endeavor to remedy such breach by conference and conciliation. If, in the opinion of Agency, Agency and Owner are unable mutually to agree upon a suitabl e remedy or the circumstances so warrant, such breach may be enjoined or abated by appropriate proceedings brought by Agency.

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 44

Agreement and to remedy any default of this Regulatory Agreement. Agency may also seek a decree requiring removal of any improvements constructed on the Property which improvements are designed for uses not permitted under this Regulatory Agreement and which improvements are unsuitable only for uses not permitted under this Regulatory Agreement.

26. NO WAIVER. No waiver by Agency of any breach of or default under this Regulatory Agreement shall be deemed to be a waiver of any other or subsequent breach or default.

27. NOTICES. Written notices and other written communications by and between the p arties shall be addressed to Owner at Owner’s Address and to Agency at Agency Address or such other address as each respective party has designated by written notice to the other party.

THE PARTIES HAVE EXECUTED THIS REGULATORY AGREEMENT in Sacramento, California as of the Effective Date

OWNER:

DONNER FIELD SENIOR, L.P.

A CALIFORNIA LIMITED PARTNERSHIP

By: Eden Donner Field LLC,
a California limited liability company,
its general partner

By: Eden South Bay, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood
Chief of Real Estate Development and Executive Vice President

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 45

Exhibit 6: Escrow Instructions

Exhibit B – Seller Carry-Back Loan Documents

Donner Field – Seller Carryback – Construction and Permanent Loan Agreement Page 46

Exhibit 7: Funding Requirements

HOUSING AUTHORITY FUNDS
(TAX INCREMENT OR TI) FUNDING REQUIREMENTS

RENTAL PROJECT

These “TI Funding Requirements” are attached to a Regulatory Agreement and are incorporated in that Regulatory Agreement. In turn, the Regulatory Agreement is incorporated in the financing document that is described in the Regulatory Agreement. [The capitalized terms used shall have the meanings below. Terms being defined are indicated by quotation marks. Capitalized terms in these TI Funding Requirements that are not defined below are defined in the Regulatory Agreement and in such financing document.]

1. RECITALS. Agency was a redevelopment agency organized and operating under the California Redevelopment Law (commencing at Health & Safety Code Section 33000).

a. Agency has provided the “Agency Funding” from proceeds of the “Housing Authority Fund” (as defined in Health & Safety Code Section 33334.3). The Agency Funding is subject to the provisions of the redevelopment plan for the Project Area and the California Community Redevelopment Law.

b. Agency has approved the Agency Funding on condition that the “Property” named in the Funding Agreement is rehabilitated or developed as the “Project,” as residential property for sale to owner -occupants, and that certain Project housing units are regulated in accordance with Health & Safety Code Section 33487. Such regulation is accomplished by recordation of the Regulatory Agreement with these TI Funding Requirements as covenants running with the land, in accordance with Health & Safety Code Section 33334.3(e). The purpose of such regulation is to make the regulated units affordable to persons and households that qualify as moderate -income, low-income or very low-income, in accordance with Health & Safety Code Section 33334.2.

c. The development of the Project benefits and serves the Project Area, and the Project will provide housing for persons who work within the Project Area.

2. AFFORDABILITY REQUIREMENTS. Owner shall assure that the TI Restricted Units shall be rented below the following rates to households whose incomes are at or below the respective income limits for the rental rate :

a. Moderate-Income TI Restricted Units shall be rented for amounts that do not exceed payments of thirty percent (30%) of one hundred and ten percent (110%) the Sacramento Metropolitan Statistical Area median income (“Median Income”), as determined annually by the federal Department of Housing and Urban Development, as adjusted for family size appropriate to the size and number of bedrooms in the respec tive TI Restricted Unit.

b. Low-Income TI Restricted Units shall be rented for amounts that do not exceed payments of thirty percent (30%) of sixty percent (60%) the Median Income as adjusted for family size appropriate to the size and number of bedrooms in the respective TI Restricted Unit.

c. Very Low-Income TI Restricted Units shall be rented for amounts that do not exceed payments of thirty percent (30%) of fifty percent (50%) the Median Income as adjusted for family size appropriate to the size and number of bedrooms in the respective TI Restricted Unit.

d. Owner shall be responsible to determine the affordable amounts for the TI Restricted Units. Within ten (10) days of Owner request, Agency shall provide all information necessary for Owner to compute such affordable rents and will assist Owner in determining such amounts.

TERM. These covenants shall burden and regulate the TI Restricted Units for a term of fifty -five (55) years, unless a longer term is specified in the body of the document to which this attached.

RESOLUTION 2025-

Adopted by the Housing Authority of the City Sacramento

October 07, 2025

A Resolution of the Housing Authority of the City of Sacramento Authorizing the Execution and Delivery of Multifamily Housing Revenue Notes in an Aggregate Principal Amount Not to Exceed $30 Million for the Financing of a Multifamily Rental Housing Project to be Generally Known as Donner Field Senior Apartments; Authorizing the Execution and Delivery of a Funding Loan Agreement, a Borrower Loan Agreement, a Regulatory Agreement and Declaration of Restrictive Covenants and Other Documents Relating Thereto; and Approving Other Actions and Matters Relating Thereto

BACKGROUND

A. The Housing Authority of the City of Sacramento (the “Authority”) is author ized by Chapter 1 of Part 2 of Division 24 of the California Health and Safety Code (commencing with Section 34200) (the “Act”) to issue and sell revenue obligations for the purpose of making loans or otherwise providing funds to finance the acquisition, c onstruction, rehabilitation and development of multifamily residential rental housing projects, including units for households meeting the income limits set forth in the Act.

B. The governing board of the Authority (the “Board”) hereby finds and declares that it is necessary, essential and a public purpose for the Authority to finance multifamily housing projects pursuant to the Act, in order to increase and maintain the supply of mu ltifamily housing in the City of Sacramento (the “City”) available to persons and families within the income limitations established by the Act.

C. The proceeds of such obligations issued by a housing authority may be loaned to a nongovernmental owner of multifamily housing, who shall be responsible for the payment of such obligations, to allow such nongovernmental owner to reduce the cost of operating such housing and to assist in providing housing for low and very low income persons.

D. Donner Field Senior, L .P., a California limited partnership, and entities related thereto (collectively, the “Borrower”), has requested the Authority execute and deliver its Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Donner Field Senior Apartments) 2025 Issue A-1 (the “Tax-Exempt Note”) and its Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Donner Field Senior Apartments) 2025 Issue A -T (Taxable) (the “Taxable Note” and together with the Tax -Exempt Note, the Notes”), in one more series or sub-series, and loan the proceeds thereof to the Borrower to finance the acquisition and construction of a 67-unit multifamily rental housing development for seniors, to be located in the City, and to be commonly known as Donner F ield Senior Apartments (the “Project”).

E. On April 8, 2025, the Authority received an allocation in the amount of $19,172,086 (the “Allocation Amount”) from the California Debt Limit Allocation Committee in connection with the Project.

F. The City Council of the City has by resolution approved the execution and delivery of the Notes by the Authority, following notice and a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986, as amended.

G. The Authority is willing to execute and deliver the Notes in an aggregate principal amount not to exceed $30 million, provided that the portion of such Notes executed and delivered as federally tax-exempt obligations shall not exceed the Allocation Amount, and to loan the proceeds thereof to the Borrower to assist in providing financing for the Project, which will allow the Borrower to reduce the cost of the Project and to assist in providing housing for persons of low and very low income.

H. The Notes will be privately placed with First -Citizens Bank & Trust Company (the “Funding Lender”), as the initial holder of the Notes, in accordance with the Authority’s policies.

I. There have been prepared and made available to the Board the following documents required for the execution and delivery of the No tes, and such documents are now in substantial form and appropriate instruments to be executed and delivered for the purposes intended:

a. Funding Loan Agreement (the “Funding Loan Agreement”) to be entered into between the Funding Lender and the Authority;

b. Borrower Loan Agreement (the “Borrower Loan Agreement”) to be entered into between the Authority and the Borrower;

c. Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) to be entered into between the Authority and the Borrower, with respect to the Project.

J. The Authority hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act.

K. All conditions, items and acts required to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Notes as contemplated by this resolution and the documents referred to herein will exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

L. Pursuant to Section 5852.1 of the California Government Code, the Authority, as a conduit financing provider, has received certain representations and good faith estimates from the Borrower and has disclosed such good faith estimates as set forth on Exhibit A attached hereto.

M. The project was granted ministerial approval of infill housing by the City of Sacramento pursuant to California Government Code section 65913.4 and Sacramento City Code section 17.860.030 and is therefore not subject to CEQA review.

N. The project was reviewed under NEPA with a Finding of No Significant Impact (FONSI), as mitigated, pursuant to 24 C.F.R. section 58.40(g)(1) and SHRA noticed the public in a combined Notice of Finding of No Significant Impact and Notice of Intent to Request Release of Funds (NOI-FONSI/RROF) on November 8, 2021. Established mitigation measures will be adhered to in accordance with applicable law.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE HOUSING AUTHORITY OF THE CITY RESOLVES AS FOLLOWS:

SECTION 1.

The Authority hereby finds and declares that the above recitals are true and correct.

SECTION 2.

Pursuant to the Act and the Funding Loan Agreement, the execution and delivery of the Tax - Exempt Note designated as “Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Donner Field Senior Apartments) 2025 Issue A -1,” and the Taxa ble Note designated as “Housing Authority of the City of Sacramento Multifamily Housing Revenue Note (Donner Field Senior Apartments) 2025 Issue A -T (Taxable),” is hereby authorized, including, if and to the extent necessary, one or more series or sub -series, with appropriate modifications and series and sub-series designations as necessary, in an aggregate principal amount not to exceed $30,000,000; provided that the aggregate principal amount of any tax-exempt Note issued shall not exceed the Allocation Amount.

SECTION 3.

The Notes shall be executed and delivered in the form set forth in and otherwise in accordance with the Funding Loan Agreement, and shall be executed on behalf of the Authority by the manual signature of the Executive Director of the Authority, or a designee thereof, acting alone (each an “Authorized Officer”), with such changes, deletions and insertions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals being conclusively evidenced by the execution and delivery thereof. The Notes shall be secured in accordance with the terms of the Funding Loan Agreement presented to this meeting, as hereinafter approved, and the Clerk of the Sacramento Housing and Redevelopment Agency or such designee ( the “Clerk”) is hereby authorized and directed, if required, to attest the Notes in said form by manual or facsimile signature thereof. The Notes shall be secured in accordance with the terms of the Funding Loan Agreement presented to this meeting, as hereinafter approved.

SECTION 4.

Payment of the principal and purchase price of, and prepayment premium, if any, and interest on, the Notes shall be made solely from amounts pledged thereto under the Funding Loan Agreement, and the Notes shall not be deemed to constitute a debt or liability of the Authority, the City of Sacramento, the Sacramento Housing and Redevelopment Agency or any commissioners of the Board.

SECTION 5.

The Funding Loan Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute by manual signature and deliver the Funding Loan Agreement with such changes, additions or deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. The date, maturity date or dates (which shall not be more than 45 years from the date of execution and delivery thereof), inte rest rate or rates (which shall not exceed 12%), interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of prepayment and other terms of the Notes shall be as provided in the Funding Loan Agreemen t as finally executed.

SECTION 6.

The Borrower Loan Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute by manual signature and deliver the Borrower Loan Agreement with such changes, additions and deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof.

SECTION 7.

The Regulatory Agreement in the form on file with the Clerk, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized for and on behalf of the Authority to execute by manual signature and deliver the Regulatory Agreement with such changes, additions or deletions as may be approved by such Authorized Officer and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof.

SECTION 8.

The Authority is hereby authorized to execute and deliver the Notes to the Funding Lender pursuant to the terms and conditions of the Funding Loan Agreement.

SECTION 9.

The Notes, when executed, shall be delivered to the Funding Lender upon receipt of the initial installment of the purchase price of the Notes.

SECTION 10.

All actions heretofore taken by the officers and agents of the Authority with respect to the financing of the Project and the execution and delivery of the Notes are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Authorized Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful execution and delivery of the Notes in accordance with this Resolution, including but not limited to a tax certificate, loan related documents, an assignment of deed of trust, a subordination or intercreditor agreement, an endorsement, allonge or assignment of any note, an annual debt transparency report agreement, any documents associated with any purchase of the Notes, including by California Community Reinvestment Corporation, a California nonprofit public benefit corporation, as permanent lender, and such other documents, certificates, agreements and other documents described in the Funding Loan Agreement, the Borrower Loan Agreement and the Regulatory Agreement and other documents herein approved.

SECTION 11.

All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the execution and delivery of the Notes, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents , any transfer or other disposition of the Project, any addition or substitution of security for the Notes, or any prepayment of the Notes, may be given or taken by any Authorized Officer, as appropriate, without further authorization by the Board, and each such officer is hereby authorized and directed to give a such consent, approval, notice, order or request and to take any such action that such officer may deem necessary or desirable to further the purposes of this Resolution and the financing of the Project; provided such action shall not create any obligation or liability of the Authority other than as provided in the Funding Loan Agreement and other documents approved herein. The documents authorized herein may be dated such date, and different issue or series designations given to any Notes, as may be appropriate to indicate when such Notes are actually sold or delivered or the nature of such Notes.

SECTION 12.

This Resolution shall take effect immediately upon its adoption.

TABLE OF CONTENTS:

Exhibit A - Public Disclosure Relating to Conduit Revenue Obligations

Exhibit A: Public Disclosures Relating to Conduit Revenue Obligations

EXHIBIT A

PUBLIC DISCLOSURES RELATING TO CONDUIT REVENUE OBLIGATIONS

Pursuant to California Government Code Section 5852.1, the borrower (the “Borrower”) identified below has provided the following required information to the Housing Authority of the City of Sacramento (the “Housing Authority”) prior to the Housing Authority’s regular meeting (the “Meeting”) of its Housing Authority Board (the “Board”) at which Meeting the Board will consider the authorization of conduit revenue obligations (the “Bonds”) as identified below.

1. Name of Borrower: Donner Field Senior L.P., a California limited partnership

2. Authority Meeting Date: October 7, 2025

3. Name of Bond Issue / Conduit Revenue Obligations: Not to exceed $30,000,000 Housing Authority of the City of Sacramento Multifamily Housing Revenue Bonds

4. _ Private Placement Lender or Bond Purchaser, __ Underwriter or X Financial Advisor (mark one) engaged by the Borrower from which the Borrower obtained the following required good faith estimates relating to the Bonds:

(A) The true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of Bonds (to the nearest ten- thousandth of one percent): 6.0%

(B) The finance charge of the Bonds, which means the sum of all fees and charges paid to third parties: $219,348

(C) The amount of proceeds received by the public body for sale of the Bonds less the finance charge of the bonds described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of the Bonds:
$18,952,738

(D) The total payment amount, which means the sum total of all payments the borrower will make to pay debt service on the Bonds plus the finance charge of the Bonds described in subparagraph (B) not paid with the proceeds of the Bonds (which total payment amount shall be calculated to the final maturity of the Bonds): $2,002,146

This document has been made available to the public at the Meeting of the Housing Authority.

RESOLUTION 2025-

Adopted by the Sacramento City Council

October 07, 2025

Donner Field Senior Apartments: Approval of the Issuance of Obligations by the Housing Authority of the City of Sacramento on Behalf of Donner Field Senior, L.P.

BACKGROUND

A. The Housing Authority of the City of Sacramento, a housing authority organized and existing under the laws of the State of California (the "Authority”), proposes a plan of financing providing for the issuance of exempt facility bonds for a qualified reside ntial rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $30,000,000 (the “Obligations”) and to lend the proceeds thereof to Donner Field Senior, L.P. or a partnership of which Eden Housing (the “Developer”) or a related person to the Developer is the general partner, to be used to provide funds to finance or refinance the acquisition, construction and development of a multifamily housing residential facility to be located at 4501 9th Avenue, in the City of Sacramento, California.

B. Section 147(f) of the Code requires the execution and delivery of the Obligations to be approved by the City Council of the City (the "City Council"), as the elected representative of the City of Sacramento and the host jurisdiction of the subject multifamily housing residential facility, after a public hearing has be en held following reasonable and proper notice.

C. A public hearing was held by the City Council on October 7, 2025, following duly published notice thereof, and all persons desiring to be heard have been heard.

D. It is in the public interest and for the publ ic benefit that the City Council, as the elected representative of the City of Sacramento and the host jurisdiction of the subject multifamily housing residential facility, approve the execution and delivery by the Authority of the Obligations.

E. The project was granted ministerial approval of infill housing by the City of Sacramento pursuant to California Government Code section 65913.4 and Sacramento City Code section 17.860.030 and is therefore not subject to C alifornia Environmental Quality Act (CEQA) review.

F. The project was reviewed under National Environmental Policy Act (NEPA) with a Finding of No Significant Impact (FONSI), as mitigated, pursuant to 24 C.F.R. section 58.40(g)(1) and SHRA noticed the public in a combined Notice of Finding of No Significant Impact and Notice of Intent to Request Release of Funds (NOI -FONSI/RROF) on November 8, 2021. Established mitigation measures will be adhered to in accordance with applicable law.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1.

The City Council of the City of Sacramento hereby finds, determines and declares that issuance by the Authority of the Obligations in the maximum principal amount of $30 million for the purposes described above is hereby approved.

SECTION 2.

This resolution shall take effect immediately upon its adoption.

(
Attachment 9

CHANGING LIVES
Donner Field Senior Apartments
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SHRAGIS
April 25, 2023
Attachment 10
Donner Field Senior Apartments – Site Plan

Attachment 12
Donner Field Senior Apartments – Project Renderings

CONCEPTUAL VIEW OF NW CORNER LOOKING SOUTH

CONCEPTUAL VIEW OF INTERIOR COURTYARD LOOKING NORTH

Addresses
Number of Units
Project Type
Acreage
Unit Mix and Rents 30% AMI 50% AMI
Exempt
Management Unit Total
1BR/ 1BA 17 48 0 65
2BR/ 1BA 1 0 1 2
Total Units 18 48 1 67
Square Footage Unit Size (sq.ft.) Total (sq. ft.)
1BR/ 1BA 590 38,350
2BR/ 1BA 849 1,698
Common Areas 22,708 22,708
Total Gross 62,756
Resident Facilities
Permanent Sources Total Per Unit Per Square Foot
Permanent Loan 1,870,000.00$ 27,910$ 29.80$ Federal Tax Credit Equity $16,105,507.00 240,381$ 256.64$ State Tax Credit Equity -$ -$ SHRA Loans 13,710,000.00$ 204,627$ 218.47$ Deferred Developer Fee $1,815,639 27,099$ 28.93$ GP Equity $1,034,361 15,438$ 16.48$ Sponsor Loan $2,200,000 32,836$ 35.06$ Waived Impact Fee -$ -$ TOTAL SOURCES 36,735,507$ 548,291$ 585.37$ Permanent Uses Total Per Unit Per Square Foot
Acquisition 60,000$ 896$ 0.96$ Construction Costs 21,219,937$ 316,715$ 338.13$ Architecture & Engineering 1,515,000$ 22,612$ 24.14$ Permits/Fees 929,937$ 13,880$ 14.82$ Hard Cost Contingency 3,739,453$ 55,813$ 59.59$ TOTAL HARD COSTS 27,464,327$ 409,915$ 437.64$ Soft Cost Contingency 500,000$ 7,463$ 7.97$ Financing Cost 2,482,591$ 37,054$ 39.56$ Operating Reserves 235,089$ 3,509$ 3.75$ Legal Fees 274,500$ 4,097$ 4.37$ Developer Fee 4,350,000$ 64,925$ 69.32$ Third Party Fees, Marketing, Other 1,429,000$ 21,328$ 22.77$ TOTAL SOFT COSTS 9,271,180$ 138,376$ 147.73$ TOTAL USES 36,735,507$ 548,291$ 585.37$ SHRA $ per Unit Per Unit Cost
204,627$ 548,291$ $1.00 : $2.68 Management / Expenses
Proposed Developer
Property Management Company
Operating Expenses 444,898$ 6,640$
Property Management Fee 60,300$ 900$
Resident Services 134,561$ 2,008$
Taxes and Insurance 71,200$ 1,063$
Security -$ -$
Replacement Reserves 20,100$ 300$ per unit Leverage
Leverage
SHRA: Other
Eden Housing Inc.

Eden Housing Inc.
per unit
per unit
per unit
per unit
per unit
Amenities on site will include a common lounge area, outdoor gathering area, bocce ball, BBQ, picnic tables, laundry facilities, community room with kitchen Attachment 13
Donner Field Senior Apartments
Residential Project Summary
4501 9th Avenue Sacramento CA 95820
67 New Construction

1.23 Project Name Area Median Square Total Gross Utility Net Net Rent per Total Monthly Current Unit Type Income % (AMI) Number Feet Sq Feet Rent¹ Allowance Rent Sq Foot Net Rent Annual Rent 1BR 30% 17 590 10,030 723$ $49.36 674$ 1.14$ 11,452$ 137,423$ 1BR 50% 48 590 28,320 1,206$ $49.36 1,157$ 1.96$ 55,519$ 666,225$ 2BR 30% 1 849 849 868$ $54.26 814$ 0.96$ 814$ 9,765$ 2BR/2BA (Exempt Manager) 1 849 849 -$ -$ -$ -$ Totals 67 40,048 67,784$ 813,412$
¹Pursuant to 24CFR 983.301, contract rents approved by HUD may exceed the tax-credit rent limits; and the AMI change is due to income averaging regulation by CDLAC. The tenant rent will not exceed 30% of the household adjusted gross income with PBV.

Annual 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2041 2046 2051 2056 Income Increase Per Unit Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 15 Year 20 Year 25 Year 30 Gross Potential Rent 2.50% 854,591 875,956 897,855 920,301 943,309 966,891 991,064 1,015,840 1,041,236 1,067,267 1,207,515 1,366,192 1,545,721 1,748,841 Other Income 2.50% 7,602 7,792 7,987 8,187 8,392 8,601 8,816 9,037 9,263 9,494 10,742 12,153 13,751 15,557 Rental Subsidy 2.50% 224,615 230,231 235,986 241,886 247,933 254,132 260,485 266,997 273,672 280,514 317,375 359,081 406,267 459,654 Less Vacancy 5.00% -54,340 -55,699 -57,091 -58,519 -59,982 -61,481 -63,018 -64,594 -66,209 -67,864 -76,782 -86,871 -98,287 -111,203 Effective Gross Income $1,032,468 $1,058,280 $1,084,737 $1,111,855 $1,139,652 $1,168,143 $1,197,347 $1,227,280 $1,257,962 $1,289,411 $1,458,851 $1,650,555 $1,867,452 $2,112,851 Expenses
Operating Expenses 3.50% 6,640 444,898 460,469 476,586 493,266 510,531 528,399 546,893 566,034 585,846 606,350 720,154 855,317 1,015,848 1,206,509 Property Management 3.50% 900 60,300 62,411 64,595 66,856 69,196 71,617 74,124 76,718 79,404 82,183 97,607 115,927 137,685 163,526 Resident Services 3.50% 2,008 134,561 139,271 144,145 149,190 154,412 159,816 165,410 171,199 177,191 183,393 217,813 258,694 307,247 364,913 Taxes and Insurance 2.00% 1,063 71,200 72,624 74,076 75,558 77,069 78,611 80,183 81,786 83,422 85,091 93,947 103,725 114,521 126,440 Security 3.50% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Replacement Reserves 0.00% 300 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 20,100 Total Expenses 10,911 $731,059 $754,875 $779,502 $804,970 $831,307 $858,544 $886,710 $915,839 $945,963 $977,116 $1,149,621 $1,353,762 $1,595,401 $1,881,488 Net Operating Income $301,409 $303,405 $305,235 $306,885 $308,344 $309,599 $310,637 $311,442 $312,000 $312,295 $309,229 $296,793 $272,051 $231,362 Debt Service amount rate amort
Senior Loan $1,870,000 6.18% 16 184,306 184,306 184,306 184,306 184,306 184,306 184,306 184,306 184,306 184,306 184,306 104,500 104,500 104,500 SHRA Monitoring Fee 0.050% 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Debt Service Subtotal $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $199,306 $119,500 $119,500 $119,500 DCR 1.51 1.52 1.53 1.54 1.55 1.55 1.56 1.56 1.57 1.57 1.55 2.48 2.28 1.94 Cash Available after Debt Service $102,103 $104,099 $105,928 $107,579 $109,038 $110,293 $111,330 $112,135 $112,693 $112,988 $109,923 $177,293 $152,551 $111,862 Priority Distributions
Limited Partner Management Fee $7,500 3.00% 7,500 7,725 7,957 8,195 8,441 8,695 8,955 9,224 9,501 9,786 11,344 13,151 15,246 17,674 Managing General Partner Management Fee 3.00% 0 0 0 0 0 0 0 0 0 0 0 17,484 20,268 23,497 Administrative General Partner Fee 3.00% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Priority Distributions Subtotal 7,500 7,725 7,957 8,195 8,441 8,695 8,955 9,224 9,501 9,786 11,344 30,635 35,514 41,171 Net Cash after Priority Distributions $94,603 $96,374 $97,971 $99,383 $100,597 $101,598 $102,375 $102,911 $103,192 $103,203 $98,578 $146,658 $117,037 $70,691 Deferred Developer Fee
Principal Balance $1,815,639 3.00% 1,815,639 1,775,505 1,732,397 1,686,397 1,637,606 1,586,137 1,532,123 1,475,712 1,417,072 1,356,392 1,030,561 0 0 0 Interest for Period 54,469 53,265 51,972 50,592 49,128 47,584 45,964 44,271 42,512 40,692 30,917 0 0 0 Accumulated Interest 54,469 53,265 51,972 50,592 49,128 47,584 45,964 44,271 42,512 40,692 30,917 0 0 0 Payment 94,603 96,374 97,971 99,383 100,597 101,598 102,375 102,911 103,192 103,203 1,061,478 0 0 0 Balance $1,775,505 $1,732,397 $1,686,397 $1,637,606 $1,586,137 $1,532,123 $1,475,712 $1,417,072 $1,356,392 $1,293,881 $0 $0 $0 $0 Net Cash after Deferred Developer Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ($962,900) $146,658 $117,037 $70,691 SHRA HOME Loan
Principal Balance $8,800,000 3.00% 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 8,800,000 Interest for Period 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 264,000 Accumulated Interest 264,000 528,000 792,000 1,056,000 1,320,000 1,584,000 1,848,000 2,112,000 2,376,000 2,640,000 3,960,000 4,916,460 5,821,535 6,865,300 Payment 0 0 0 0 0 0 0 0 0 0 0 90,885 71,135 31,415
Balance $9,064,000 $9,328,000 $9,592,000 $9,856,000 $10,120,000 $10,384,000 $10,648,000 $10,912,000 $11,176,000 $11,440,000 $12,760,000 $13,625,575 $14,550,400 $15,633,885 HOPWA
Principal Balance $1,000,000 3.00% 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Interest for Period 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 Accumulated Interest 30,000 60,000 90,000 120,000 150,000 180,000 210,000 240,000 270,000 300,000 450,000 600,000 750,000 900,000 Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balance $1,030,000 $1,060,000 $1,090,000 $1,120,000 $1,150,000 $1,180,000 $1,210,000 $1,240,000 $1,270,000 $1,300,000 $1,450,000 $1,600,000 $1,750,000 $1,900,000 Principal Balance $2,600,000 3.00% 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 2,600,000 Interest for Period 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 78,000 Accumulated Interest 78,000 156,000 234,000 312,000 390,000 468,000 546,000 624,000 702,000 780,000 1,170,000 1,560,000 1,950,000 2,340,000 Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balance $2,678,000 $2,756,000 $2,834,000 $2,912,000 $2,990,000 $3,068,000 $3,146,000 $3,224,000 $3,302,000 $3,380,000 $3,770,000 $4,160,000 $4,550,000 $4,940,000 City of Sacramento
Principal Balance $1,250,000 3.00% 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 1,250,000 Interest for Period 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 37,500 Accumulated Interest 37,500 75,000 112,500 150,000 187,500 225,000 262,500 300,000 337,500 375,000 562,500 750,000 937,500 1,125,000 Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Balance $1,287,500 $1,325,000 $1,362,500 $1,400,000 $1,437,500 $1,475,000 $1,512,500 $1,550,000 $1,587,500 $1,625,000 $1,812,500 $2,000,000 $2,187,500 $2,375,000 Project Name
Cash Flow ProformaAttachment 14
I3Cell:

Seth WightComment:

Confirm Gross Rent calculations adhere to SHRA limits.

J3Cell:

Seth WightComment:

Confirm Utility Allowance calculations with applicable SHRA required methodology.

G41Cell:

Marissa Kersey:Note:

Insert number of SHRA regulated units
Attachment 15

Donner Field Senior Apartments
MAXIMUM INCOME AND RENT LIMITS 2025
Affordability Rents at 30% and 50% of Area Median Income (AMI) Low Income Housing Tax Credits, HOME Investment Partnerships Program (HOME) loan, Housing Opportunities for Persons with AIDS (HOPWA) loan, Mental Health Services Act (MHSA) loan, City of Sacramento General Funds/Measure U Loan, and Mortgage Revenue Bonds

Maximum Gross Income Limits

Family Size 30% AMI 50% AMI
1 person $ 27,050 $ 45,050 2 person $ 30,900 $ 51,450 3 person $ 24,750 $ 57,900

Maximum Gross Rent Limits

Unit Size 30% AMI 50% AMI
1 Bedroom $ 676 $ 1,206 2 Bedroom $ 772 $ 1,447

¹Pursuant to 24CFR 983.301, contract rents approved by HUD may exceed the tax-credit rent limits; and the AMI change is due to income averaging regulation by CDLAC. The tenant rent will not exceed 30% of the household adjusted gross

Sacramento City CouncilOctober 7, 2025

Sacramento City Council
October 7, 2025