CORNERSTONE HOUSING PARTNERS LP; C/O JAMBOREE HOUSING CORPORATION

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The City now commits itself, subject to the terms of this letter, to permit the New Owner to assume the City Loans and to subordinate the lien of the deeds of trust securing the City Loans and the regulatory agreements encumbering the Property related to the City Loans to the lien of the deed of trust securing the Senior Loan (the "Assumption"), but not the Carryback Loan on the following terms and conditions: Borrower: Cornerstone Housing Partners LP Collateral: Deed of Trust encumbering the Property subordinate to the Senior Loan, but senior to the Carryback Loan. Assumed Loan Amount: Outstanding principal balance and accrued and unpaid interest on the City Loans, less any net proceeds from the sale of the Property to New Owner (but excluding the Carryback Loan). Non -Recourse: The City Loans shall remain non-recourse to New Owner and the partners of New Owner. Assumption Documents: The form of the assumption agreement and Subordination Agreements for the Senior Loan shall be approved by the City and Housing Authority after the New Owner obtains their Tax Credits. Commitment Expiration Date: November 20, 2020 Additional Terms: The City and Authority agree to subordinate the City Loans to a maximum of $8.7 million in Bonds. The City Loans will continue to be repaid from 50% of the residual receipts generated by the Project. Residual receipts will be defined as cash flow remaining after payment of approved cash operating expenses, Bond debt service, repayment of the deferred Developer Fee, and payment of approved Limited and General Partner asset management fees. 100% of the Project's cash flow after payment of operating expenses and Bond debt service will be allocated to repaying the deferred Developer Fee. The payment of Limited Partner asset management fees will terminate at the end of 15 years.