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11/09/2015 6.3.B. - Page 11 (a) Maximum Senior Indebtedness: Not to exceed $20 million in the aggregate, the proceeds of which shall be used for (i) hard and soft costs for the current rehabilitation of the Property, (ii) repayment of the original Citibank loan on the Property; (iii) repayment of the General Portion of the Loan and accrued and unpaid interest on the Loan, (iv) financing costs, and (v) repayment of loans or advances of proceeds described in Section 8 below. (b) The Housing Successor Agency shall have been provided with copies of all Senior Loan documents, including notes and deeds of trust, and had the right to comment upon and approve such documentation, the approval of which shall not be unreasonably withheld. 5. Tax Credit Re.ug l�v A�reement. Housing Successor Agency hereby further agrees to subordinate the Covenant to a Tax Credit Regulatory Agreement (or similar agreement) reasonably required by Original Borrowers or Borrower. 6. Housin� Successor A e�nc,�p�roval of Rehabilitation Matters. Housing Successor Agency shall be provided with copies of all plans, drawings, construction contracts and related documents in connection with the rehabilitation of the Project, all of which are subject to its reasonable approval. 7. Transfers. Notwithstanding anything to the contrary in the Loan Documents, the following transfers shall be permitted without the consent of the Housing Successor Agency: (i) the transfer of limited partner interests in Borrower to an investor limited partner and subsequent transfers of limited partner interests by the investor limited partner for the purpose of syndicating low income housing tax credits for the Project; (ii) the removal of the Borrower's general partner and replacement with an affiliate of the investor limited partner or a nonprofit public benefit corporation acceptable to the Housing Successor Agency in its reasonable discretion; and(iii)the grant and exercise of an option and/or right of first refusal by the general partner of the Borrower, provided the general partner is acceptable to the Housing Successor Agency in its reasonable discretion. 8. Repavment of Affiliate Loan. Notwithstanding anything to the contrary in the Loan Documents, concurrently with the closing of the Senior Loan, subject to Section 4 above, Original Borrower and/or Borrower shall be permitted to repay all or a portion of any loan or advance of proceeds made by MidPen Housing Corporation, or an affiliate thereof. 9. Amendments to Other Loan Documents and Covenant; Conflicts. The Deed of Trust shall be amended pursuant to the assignment and amendment to deed of trust substantially in form attached hereto as Exhibit C (the "Deed of Trust Amendment"). The Covenant will be extended to the later of(i) the date which is 57 years from the date of recordation of the deed of trust securing the Senior Loan, and (ii) [December 1, 2072] by a recorded assignment and amendment of Affordable Housing Covenant substantially in form attached hereto as Exhibit D (the "Covenant Amendment"). Any conflict between this Amendment, and the New Note, Deed of Trust (as amended by the Amendment of Deed of Trust, the "Amended Deed of Trust") or Covenant (as amended by the Covenant Amendment, the "Amended Covenant") shall be governed by the Note, Amended Deed of Trust, or Amended Covenant, as applicable. ATTY/AGR/2015/AMENDMENTS/AMEND NO.1—OMNIBUS LOAN DOCUMENTS CITYCENTER PLAZA REV:10-23-15 VR OAK#4834-8174-3401 v3 Page 3 of 24 4 RESO SA#15-02 MUFF#455