25F - AGMT - 605-611 EAST WASHINGTON ST LOAN

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601.8 Corporate Resolution. Developer shall deliver to Agency a certified copy of a resolution of Developer's Board of Directors authorizing (or ratifying) the execution of this Agreement and establishing funding for fulfilling Developer's obligations under this Agreement. 601.9 Opinion. The Executive Director shall have received and approved a standard borrower's counsel's opinion from Developer's counsel which shall be a law firm licensed to practice within the State of California and having experience in transactions similar in size and nature to the transaction contemplated hereunder. 601.10 Management Plan. Developer shall have prepared and submitted to Agency, and Agency shall have approved, a Management Plan, as provided in Section 1205. 601.11 Agency Authority. No legal proceeding, legislation, regulation or other legal impediment shall have been enacted or shall have become legally effective to prevent Agency from making the Agency Loan to Developer. 601.12 Title Insurance. Agency and City shall have received a 2006 ALTA Lender's loan policy of title insurance ("Agency/City Title Policy"), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to Agency/City, together with all endorsements and binders required, naming City and Agency as the insured, in a policy amount of not less than the City Loan Amount and the Agency Loan Amount, showing Developer as the fee owner of the Property and insuring the combined City Deed of Trust and the Agency Deed of Trust to be valid priority liens on the Property. The City Promissory Note and Deed of Trust and the Agency Promissory Note and Deed of Trust shall be subordinate only to the Senior Loan Note and Senior Loan Deed of Trust, as approved by the Executive Director. The order of priority of the various monetary encumbrances and regulatory agreements affecting the Property shall be as follows: 1. Affordability Restrictions Section 311.7) 2. Senior Loan Deed of Trust 3. Agency Deed of Trust 4. City Deed of Trust 5. This Agreement 6. NSP Covenants 7. NSP Deed of Trust (unless subordinated pursuant to 601.13 Affordability Restrictions. Developer shall have delivered to the Agency, in the form attached hereto as Exhibit I, the Affordability Restrictions pursuant to which, among other things, Developer agrees that the Property shall be used only for decent, safe, and sanitary rental Affordable Housing pursuant to the affordability requirements of Code of Federal Regulations ("CFR") Section 92.252 or 92.254 and California Health and Safety Code Sections 50053 and 33334.3, as applicable. Zs?=is