LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement"), is made and entered into as of the 20day ofNovember, 2007, by and between ALLERTON APARTMENTS L.P., an Ohio limitedpartnership (the "Borrower"), and COUNTY OF CUYAHOGA, OHIO, a county and politicalsubdivision of the State of Ohio (the "Lender")

WITNESSETH

WHEREAS, the Lender is authorized by virtue of the laws of the State of Ohio, including,without limitation Chapter 165 and Section 307.07 of the Ohio Revised Code, among other things,to make loans for the purpose of the economic welfare of the County of'Cuyahoga, Ohio;

WHEREAS, Bonower intends to address certain physical conditions and undertake certainactivities with respect to the real property located at 1802 East 13th Street, City of Cleveland,Cuyahoga County, Ohio, more fully described in Exhibit A attached hereto and incorporated herein(the "Land"). Borrower proposes to undertake sich activities by completing Borrower's Work (asdefined in Schedule 1);

WHEREAS, Borrower has applied to Lender for a mortgage loan for the purpose ofcompleting Borrower's Work and Lender is willing to make a mortgage loan to Borrower upon theterms and conditions hereinafter set forth (the "Loan");

WHEREAS, the Land is subject to a mortgage delivered by Borrower to Great LakesFinancial Group Limited Partnership ("Senior Mortgage"), and the performance of the obligationswhich are secured thereby are guaranteed by the Secretary of the U.S. Department of Housing andUrban Development ("HUD"), and in connection therewith, the Property is subject to a HUDRegulatory Agreement ("Regulatory Agreement"); the Land will be further encumbered by arestrictive covenant to and in favor of the Ohio Housing Finance Agency in connection with theallocation of'low-income housing tax credits thereto ("OHFA Tax Credit Restrictive Covenant");

WHEREAS, unless otherwise specifically defined herein, all capitalized terms used hereinshall have the meanings ascribed to such terms on Schedule 1 attached hereto and incorporatedherein;

NOW, THEREFORE, in consideration of the mutual representations, warranties,covenants and agreements herein contained, the sufficiency of which is hereby acknowledged, the

parties hereto represent and agree as follows:

PART I- SUMMARY OF LOAN TERMS

Set forth below, and subject to each and every of the terms, provisions, covenants,agreements and conditions contained in Part II hereof, is a summary of the terms and conditionsof the Loan, which are set forth for more convenient reference of the parties hereto:

Borrower: Allerton Apartments L.P., an Ohio limited partnership.

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Loan Amount: The principal amount of the Loan shall not exceed the lesser of- (i) OneMillion and 00/100ths Dollars U.S. ($1,000,000.00); or (ii) 100% of theEligible Project Costs (as defined in Schedule 1.) No amount advancedand subsequently prepaid or otherwise paid to Lender shall be re-advanced or be subject to re-borrowing under this Agreement

Interest Rate: From the Loan Closing Date (as defined in Schedule 1) until the Loan ispaid in full, the rate of interest on all amounts disbursed under the Loanshall be equal to four percent (4%) per annum. Interest shall be computedon the aggregate principal balance outstanding from time to time, on thebasis of a three hundred sixty (360) day year, but shall be charged foi theactual number of days within the period for which interest is beingcharged.

Maturity Date: November 30,2010.

Repayment: Accrued and unpaid interest shall be due and payable on the last day ofeach calendar quarter after the Loan Disbursement Date until the MaturityDate, upon which date the Loan's principal amount shall be due andpayable in full. All such payments shall be made from Surplus Cash (asdefined in Schedule 1).

Loan Fees: Fees shall be payable by Borrower to Lender as follows:

1. A "Commitment Fee" of Two Thousand Five Hundred DollarsU.S. ($2,500.00) shall be paid upon execution of this Agreement.

2. A "Loan Origination Fee" of Five Thousand Dollars U.S.($5,000.00) shall be paid on or before the Date of Closing.

Borrower hereby acknowledges that each such fee shall be for theapplicable services rendered, supported by good, valuable and adequateconsideration, and not refundable for any reason.

Prepayment: So long as no Default (as defined in Schedule 1) shall exist, Borrowermay prepay the Loan in whole or in part, without penalty, at any time.Partial prepayments shall operate to pay the following items in such orderas Lender may determine in Lender's sole discretion: (a) advances byLender for payment of taxes, assessments, insurance premiums and othercosts and expenses, as set forth in the Mortgage, the Note or any of the otherLoan Documents; (b) any amounts which may be overdue under the Note,the Mortgage or any of the other Loan Documents; (c) interest on theindebtedness secured by the Mortgage; and (d) outstanding principal underthe Note. No partial prepayment shall relieve Borrower from theobligation to pay any installment of interest, when due, and to pay alloutstanding principal and all accrued and unpaid interest due under thisAgreement on or before the Maturity Date.

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Loan Documents The Loan shall be evidenced and secured by:and Security for theLoan: (a) A promissory note for the Loan Amount in substantially the form

of Exhibit B attached hereto and incorporated herein;

(b) An environmental indemnity agreement in substantially the formof Exhibit C attached hereto and incorporated herein;

(c) A mortgage which shall be (i) a valid and subsisting subordinatepai passu second lien upon the Premises, and (ii) in substantiallythe form of Exhibit D attached hereto and incorporated herein;

(d) An assignment of leases and rents in substantially the form ofExhibit E attached hereto and incorporated herein;

(e) An assignment to Lender of all of Borrower's right, title andinterest in and to all present and future Work Contracts (as definedin Schedule 1), including but not limited to Borrower's contractswith the Contractor (as defined in Schedule 1), in the form ofExhibit F attached hereto and incorporated herein;

(f) A Letter of Credit;(as defined in Schedule 1) in favor of Lendersubstantially in the form of Exhibit G, attached hereto and made a

part hereof;

(g) A letter agreement by and between Lender and the applicant forthe Letter of Credit, dated as of even date herewith; and

(h) Such other documents as may be reasonably requested by Lenderfrom time to time.

All of the foregoing documhents together with the Loan Application (asdefined in Schedule ) and this Agreement shall be known herein as the"Loan Documents." All Loan Documents shall be in form, substance andexecution acceptable to Lender.

Use of Proceeds: The Loan Proceeds are to be used'solely for the purpose of paying Eligible

Project Costs and such other costs of completing Borrower's Work as maybe approved in writing by Lender

Loan Closing Date: The Loan Closing Date shall occur on or before November 30, 2007 orthis Agreement shall immediately become null and void without furthernotice; provided, however, if written notice shall be given to the Bonowerby Lender on or before such date, the Loan Closing Date shall beautomatically extended for such period as is specified in the Lender'snotice not to exceed thirty (30) days.

Default Rate: Upon the occurrence of any Default (as defined in Schedule 1), at the

option of Lender, the rate of interest for the Loan shall be increased to be

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equal to the sum of five (5) percentage points plus the Interest Rate (i.e,9%).

Expenses: Borrower shall pay all Loan Expenses (as defined in Schedule 1)

Materials Required Borrower shall furnish the following documentation to Lender at least fivePliorto Loan (5) business days priol to Loan Closing Date, all in form, substance andClosing Date: execution entirely satisfactory to Lender and all subject to receipt, review

and acceptance by Lender in accordance with this Agreement:

(a) a fully completed Loan Application (as defined in Schedule 1);

(b) the Budget (as defined in Schedule 1);

(c) an Environmental Site Assessment (as defined in Schedule 1);

(d) evidence that, following completion of Borrower's Work, thePremises will be in compliance with all applicable laws and thatBorrower's intended use of the Premises will not conflict with anyzoning regulation or private covenants or restrictions;

(e) a commitment for the issuance of the Title Insurance Policy (asdefined in Schedule 1), together with complete copies of allexception documents and other items listed in Schedule B thereof;

(f) the Work Schedule (as defined in Schedule I);

(g) evidence of availability of all utilities necessary to operate thePremises for Borrower's intended purpose following completion ofBorrower's Work; and

(h) The payment by Borrower of any Loan Expenses incurred by ordue Lender, as of the Loan Closing Date.

Conditions The following are conditions precedent to the first disbursement of LoanPrecedent To Loan Proceeds pursuant to this Agreement:Disbursement:

(a) final executed Work Contracts for completion of Borower's Work;

(b) the Plans and Specifications (as defined in Schedule 1);

(c) presentation to Lender of a certificate signed by the ProjectArchitect and the Contractor showing that the Plans andSpecifications have been reviewed and, upon full implementation,will be sufficient to complete Borrower's Work;

(d) fully executed originals of the Loan Documents;

(e) an appraisal from a qualified, state licensed real estate appraiser

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indicating a fair market value of the Premises in both its "as-is"

and "as built" condition" (the appraisal must be in narrative formand the appraiser must be acceptable to Lender);

(f) the opinion of Borrower's legal counsel, with customary exclusions

and qualifications, that with respect to the Loan, the Loan

Documents, the Borrower, the Premises, and Bonower's Work: (a)there is no threatened or pending litigation or administrative action

or proceeding alleging a violation of any federal, state, or local

environmental or other law o regulation, applicable to the Loan,the Loan Documents, the Borrower, the Premises, or the

Borower's Work; (b) the transactions contemplated by thisAgreement do not violate any provision of any law, restriction or

other document affecting the Boirower, the Premises, or the

Borrowe's Work; (c) the Loan Documents have been dulyexecuted and delivered and constitute legal, valid and bindingobligations of the Borrower, and are enforceable in accordancewith their terms; (d) the Borrower is a validly organized and

existing limited partnership under the laws of the State of Ohio in

full force and effect and qualified to do business in the State of

Ohio; that the Borrower has the legal capacity to own, develop and

operate the Premises and complete Borrower's Work, and to

perform its obligations under the Loan Documents; and that theLoan has been duly authorized by the Borrower; and (e) such othermatters concerning the Loan, the Loan Documents, the Borrower,the Premises, and the Borrowers Work, as the Lender or its

counsel may reasonably require;

(g) the Survey (as defined in Schedule 1V;

(h) evidence that the Premises is not in a "flood plain" area;

(i) certified copies of the Borrower's certificate of limited partnership,partnership agreement and certified resolutions evidencingBorrower's authority to enter into the Loan and the incumbency ofthe officer(s) executing the Loan Documents on behalf ofBonower;

(j) evidence of all permits and governmental approvals necessary for

commencement of'Borrower's Work; and

(k) evidence of the insurance coverages required by Article III,Section 3.1(h); and

Additional Loan (a) Completion of Borrower's Work shall be achieved on or before the

Conditions: Completion Date;

(b) Upon completion of Borrower's Work, Borrower shall submitevidence of completion, consisting of a certificate from the

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Project Architect and the Contractor certifying that Borrower'sWork has been completed in accordance with the Plans and

Specifications, and any other certificates or other assurancesrequired by the State of Ohio or by any other applicablegovernmental department, agency or unit as part of Bonower'sWork;

(c) Upon written request by Lender at any time during the term of theLoan, Borrower shall deliver to Lender its internally preparedfinancial statements for its last ending fiscal quarter and its mostrecent Federal income tax return for the fiscal year last ending; and

(d) Provided no Default exists, Lender will permit Borrower to paySinsurance premiums and real estate taxes outside of escrow during

the term of the Loan. Borrower shall furnish to the Lenderevidence that such insurance premiums and real estate taxes arepaid at least five (5) days prior to the date such amounts becomedelinquent.

No Transfer or Until the Loan is paid in full, the Borrower, without the prior writtenEncumbrance: consent of Lender, shall not create, effect, consent to, cause, attempt,

contract for, agree to make, suffer, allow, or permit any conveyance, sale,assignment, transfer, lien, pledge, mortgage, security interest,encumbrance or alienation of the Premises, the Borrower or any interest inor portion of the Premises or the Borrower which is effected directly,indirectly, voluntarily, involuntarily, or by operation of law or otherwise.The foregoing notwithstanding, the Lender acknowledges that the Landand the Premises shall be subject to all Permitted Exceptions (as definedin Schedule 1), including the Senior Mortgage, Regulatory Agreement andOHFA Tax Credit Restrictive Covenant

PART II- LOAN TERMS

ARTICLE I

REPRESENTATIONS AND WARRANTIES

1.1 Representations and Warranties. To induce Lender to execute and perform this

Agreement, Borrower hereby represents, covenants and warrants to Lender as follows:

(a) On the Loan Closing Date and at all times thereafter, until the Loan is paid in full, theBorrower will have good and marketable indefeasible fee simple title to the Premises, subjectonly to the Permitted Exceptions;

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(b) Borrower is duly organized and validly existing limited partnership under the laws of theState of Ohio, is in full force and effect, and has full power and authority to conduct its businessas presently conducted, to own the Premises, to complete Borrower's Work, to enter into this

Agreement, and to perform all of its duties and obligations under this Agreement and each of theLoan Documents. Execution of the Loan Documents and performance of Borrower's obligationshave been duly authorized;

(c) This Agreement, the Note, the Mortgage, and all of the other documents and instrumentsrequired to be executed and delivered by Borrower in connection with this Loan, as well as theLoan Documents when executed and delivered, will constitute the duly authorized, valid andlegally binding obligations of each of the parties required to execute the same and will be

enforceable strictly in accordance with their respective terms;

(d) No condition, circumstance, event, agreement, document, instrument, restriction,litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists whichcould adversely affect the validity or priority of the liens and security interests granted Lenderunder the Loan Documents, which could adversely affect the ability of Borrower to completeBorower's Work, which could adversely affect the ability of Borrower to perform its respectiveobligations under the Loan Documents, which would constitute a Default under any of the LoanDocuments or which would constitute such a Default with the giving of notice or lapse of time orboth;

(e) The Land, the present use and occupancy of the Land, the completion of Borrower'sWork, including the letting of contracts in connection therewith, and Borrower's intended useand occupancy of the. Premises will not violate or conflict with any lease, any applicable law,statute, ordinance, rule, regulation or order of any kind, including without limitation zoning,building, environmental, land use, occupational health and safety or other laws, any buildingpermit or any condition, grant, easement, covenant, condition or restriction, whether recorded ornot;

(f) All financial statements submitted to Lender by Borrower in connection with this Loanare true and correct in all material respects, have been prepared in accordance with generallyaccepted accounting principles consistently applied, and fairly present their respective financialconditions and results of'operations of the entity and persons which are their subject as of therespective dates thereof, no materially adverse change has occurred in the financial conditionsreflected therein since the respective dates thereof and no additional borrowings have been madeby Borrower since the date thereof other than the borrowing contemplated herein or otherborrowings approved by Lender;

(g) This Agreement, the Budget (as defined in Schedule I), the Work Schedule (as defined inSchedule 1) and all financial statements, opinions, certificates, confirmations, applications,affidavits, agreements, Work Contracts, and other materials submitted to the Lender inconnection with or in furtherance of this Agreement by or on behalf of the Borrower fully andfairly state the matters with which they purport to deal, and neither misstate any material fact

nor, separately or in the aggregate, fail to state any material fact necessary to make thestatements made not misleading;

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(h) The Premises is connected to all utility and municipal services required for thedevelopment, occupancy and operation of the Premises, including, but not limited to, water

supply, storm and sanitary sewage disposal system, gas, electric and telephone facilities;

(i) All governmental permits and licenses required by applicable law to complete Borrower'sWork have been issued and are in full force; if the present stage of Borrower's Work does not

require such issuance, then such permits and licenses will be issued if and when Borrower'sWork is sufficiently complete;

(j) All utility, access, development, and other permits and easements required for thedevelopment and use of the Land have been or will be granted and issued prior to theCommencement Date;

(k) On and as of the Loan Closing Date, the Plans and Specifications are complete in allrespects and upon completion of Borrower's Work, the Premises shall be ready for Borrower'sintended use thereof;

(1) The Borrower is and will remain in compliance, and will take whatever actions arenecessary to assure compliance while this Agreement is in effect, in all material respects with all

applicable federal, state, and local laws, ordinances, rules, regulations, and provisions of thisAgreement;

(m) The Borrower is and will remain in compliance, and will take whatever actions arenecessary to assure compliance while this Agreement is in effect, in all material respects, with allthe requirements, covenants and conditions contained in any of the loan documents evidencing,securing, or other wise delivered in connection with the mortgage loan from Great LakesFinancial Group Limited Partnership to Borrower in the principal amount of Seven Million FiveHundred Thousand and No/100t Dollars ($7,500,000.00); and

(n) Neither the Borrower, nor any affiliate thereof or any person having any direct or indirectownership in or control of Borrower or any affiliate thereof, is or will be a Prohibited Person.For the purposes hereof; the term Prohibited Person shall mean: (i) any individual or entity (a)who has ever been convicted of a felony or any other crime involving moral turpitude, or (b) isalleged to be an "organized crime figure" by Bishop's Investigation Service or other similarprivate investigative service and such investigation has been confirmed by any federal, state, orcounty prosecutorial, investigative or regulatory agency or authority, or (c) who has providedany assistance to any organization on the United States Department of State exclusion list; (ii)any individual or entity (x) against whom any action or proceeding is pending to enforce rightsof'any federal, state, county, municipal or other local government, or any agency, department ordivision thereof (a "governmental agency") arising out of a contractual obligation to agovernmental agency, or (y) who has incurred but has not paid in full when due any monetaryobligation for federal, state or local income taxes or any real estate taxes or assessments to agovernmental agency, including an unresolved finding for recovery; issued by the auditor of theState of Ohio after January 1, 2001 as the same is defined in Ohio Revised Code Section 9.24; or(iii) any person or entity who has ever received notice of a violation of any federal, state or otherenvironmental laws or regulations.

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1 2 Continuation of Representations and Warranties. The Borrower hereby covenants,warrants and agrees that the representations and warranties made in Section 1.1 hereof shall be

and shall remain true and correct at the time of the Loan Closing Date and at all times thereafter

so long as any part of the Loan shall remain outstanding. Each Certificate for Payment (as

defined in Schedule 1) shall constitute a reaffirmation that these representations and warrantiesare true as of the date of such Certificate for Payment and will be true on the date of eachDisbursement.

ARTICLE I

THE LOAN

2.1, Agreement to Borrow and Lend. Borrower agrees to bonow from Lender, and Lender

agrees to lend to Borrower such amount as shall be requested by the Borrower, but in no event

exceeding the Loan Amount, on the terms of and subject to the conditions of this Agreement.

Lender, in agreeing to make the loan to Borrower has relied on Borrowei's representations of

obtaining financing sufficient to complete the Project Borrower represents and warrants that the

following additional sources of funds shall be available to complete the Project in the amounts

below:

(a) A first priority mortgage loan from Great Lakes Financial Group Limited Partnership to

Alletton Apartments L.P. in the principal amount of not less than Seven Million Five Hundred

Thousand and No/100h Dollars ($7,500,000.00);

(b) A second lien priority mortgage loan from Teamster Retiree-Youngstown, Inc. to

Allerton Apartments L.P. in the amourit of One Million and No/100ths Dollars ($1,000,000),which loan shall be pai passu in rank and priority to the Loan; and

(c) An equity investment in Borrower, deferred development fees, and loans fiom the general

partner of Borower in an aggregate amount not less than Eight Million Thee Hundred Fifty-SixThousand Five Hundred Sixty-Nine and No/100ths Dollars ($8,356,569.00).

2.2. Conditions Precedent to Disbursement of Loan Proceeds. No Disbursement (as defined in

Schedule 1) shall be made by Lender at any time unless:

(a) All conditions precedent to that Disbursement have been satisfied, including without

limitation, performance of all of the then pending obligations of Borrower under this Agreementand the Loan Documents;

(b) The Loan is In Balance (as provided in Section 4.9 hereof);

(c) Lender shall be satisfied as to the continuing accuracy of'the Budget;

(d) No Default exists under this Agreement or under any Loan Document, and no event,circumstance or condition exists which, with the passage of time or the giving of notice, would

constitute a Default under this Agreement or under any of the other Loan Documents;

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(e) There is no litigation or administrative action or proceeding pending or, to the best of itsknowledge, threatened against the Borower, or the Premises, alleging a violation of any federal,state or local environmental or other law or regulation applicable to the Project or whichlitigation or proceedings, in the sole and exclusive judgment of Lender would materially affectBorrower's ability to perform any of their respective obligations under any of the LoanDocuments; *

(f) No event, circumstance or condition exists or has occurred which could, in Lender's solejudgment, delay or prevent the completion of Borrower's Work by the Completion Date;

(g) No adverse change, which in the sole and exclusive judgment of Lender, has occurred oris threatened against the Premises or the financial condition of Borrower which would materiallyaffect Borrower's ability to perform any of their respective obligations under any of the LoanDocuments;

(h) All representations and warranties made by Bonower to Lender herein and otherwise inconnection with this Loan continue to be accurate; all statements and representations made in theLoan Application continue to be accurate;

(i) Lender shall have received evidence satisfactory to it that all Loan Proceeds disbursed todate have been applied to payment of Eligible Project Costs;

(j) Lender shall have received evidence satisfactory to it that Borrower's Work is inconformity with applicable law;

(k) Lender shall have received evidence that the sources of funds set forth in Section 2.1(a)-(d) hereof are available for use at the Project; and

(1) Lender shall have received evidence satisfactory to it that Borrower's Work is beingcompleted in accordance with the Plans and Specifications, the Work Schedule, the WorkContracts and the Budget.

2 3. Interest From the Loan Closing Date until the Maturity Date, the rate of interest on allamounts disbursed under the Loan shall be equal to four percent (4%) per annum. Interest shallbe computed on the aggregate principal balance outstanding from time to time,.on the basis of athree hundred sixty (360) day year, but shall be charged for the actual number of days within theperiod for which interest is being charged

2.4. Maturity Date. The Maturity Date of the Loan shall be November 30, 2010.

2.5. Loan Disbursement. Subject to the satisfaction of the terms and conditions hereincontained, the Loan Proceeds shall be disbursed as follows:

(a) Disbursement of Loan Proceeds shall be made at such time as all of the conditions andrequirements of this Agreement required to be performed by Borrower or other patty prior to theLoan Disbursement Date have been satisfied or performed.

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(b) All Disbursements will be made in accordance with the provisions of Article IV hereof'

and other applicable terms of this Agreement.

(c) Borrower hereby requests and authorizes Lender to make Disbursements (as defined in

Schedule 1) directly to or for the account of Lender for payment and reimbursement of LoanExpenses.

(d) Borrower shall not be entitled to any Disbursement at any time that the Borrower'sobligations under any other terms and conditions of the Loan Documents are not being fully

satisfied as and when required hereunder. The Loan Proceeds must be used only for payment of

Eligible Project Costs in strict accordance with the Budget. No amendment of the Budget shall

be made without the Lender's prior written consent No reallocation of line items within the

Budget shall be made unless Borrower can demonstrate to the Lender's satisfaction that (i)sufficient funds remain in the line item from which the amount is to be reallocated to pay all

Eligible Project Costs which may be paid from that line item; (ii) no line item in the Budget

(other than the line item to which the reallocation is sought) is required, in Lender's judgment, tobe increased; and (iii) Borrower shall present paid receipts or other proof of payment prior to

subsequent Disbursements.

2.6. Borrower's Work shall commence on or before the Commencement Date and shall be

completed on or before the Completion Date, unless extended by agreement of the parties.

2.7. Borrower shall provide the Title Company with such information and indemnities as Title

Company may require to issue the Title Insurance Loan Policy in form acceptable to Lender, and,in particular, such policy will not be subject to the notice of commencement filed for record byBorrower prior to the Loan Closing Date.

2 8. Non-Recourse. By its execution and delivery of this Agreement, Lender, for itself and itssuccessors and assigns, covenants and agrees that from the date hereof, that Borrower, itsofficers, partners, and employees shall not have any personal liability for the payment of the

Loan or for the performance and observation of any of the monetary terms, conditions,covenants, agreements, provisions or obligations contained in this Agreement; provided howeverthat Borrower shall be and remain liable for any costs incurred by the County in the enforcementof this Agreement, including attorneys fees, and any and all costs related to exercising any of theremedies provided herein or in any of the other Loan Documents.

ARTICLE I

CONDITIONS TO LOAN DISBURSEMENT

3.1. Conditions To Loan Disbursement. In addition to the materials required prior to LoanClosing Date as set forth in Part I, Borrower shall furnish the following materials to Lender andto its Inspecting Agent where so requested, all at least five (5) business days prior to the LoanDisbursement Date or at such time as is set forth below and all of which must be strictlysatisfactory to Lender and Lender's counsel in form, content and execution:

(a) Work Contracts. Collectively, all of the final executed Work Contracts;

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(b) Construction Certificate. A construction certificate signed by the Project Architect and

the Contractor showing that the Plans and Specifications have been reviewed and, upon fullimplementation, will be sufficient to complete Borrower's Work;

(c) Loan Documents. Fully executed originals of the Loan Documents;

(d) Appraisal An appraisal from a qualified, state licensed real estate appraiser indicating afair market value of the Premises in its "as-is" and "as built" condition (the appraisal must be in

narrative form and the appraiser must be acceptable to the Board). The term "as-built" shall

mean only those improvements that the appraiser, in its judgment reasonably exercised,determines will be completed or maintained during the twelve (12) month period following thedate of the appraisal;

(e) Plans and Specifications. Fully executed originals of the Plans and Specifications;

(f) Title Insurance Policy. An ALTA Loan Policy of Title Insurance (ALTA form adopted06/17/06) issued as of the Loan Closing Date by the Title Company to Lender, satisfactory toLender, in the Loan Amount, insuring the Mortgage to be a valid subordinate lien upon the fee

title to the Premises, subject only to the Permitted Exceptions and to customary exceptions for

pending disbursements of the Loan (the "Title Insurance Policy"). The Title Insurance Policyshall specifically insure Lender for claims and questions related to: (i) mechanic's or

materialmen's liens; (ii) the location of improvements being constructed on the Land; and (iii)endorsements for such other matters as Lender may reasonably require. In addition, the Title

Insurance Policy must contain an unconditional "Comprehensive Endorsement No. I", or acustomary form of like "conformity" endorsement upon completion of Borrower's Work in

accordance with.the Plans and Specifications. If the Land consists of more than one parcel, theTitle Insurance Policy must affirmatively insure contiguity of the Land;

(g) Survey. The Survey of the Land made by a qualified, state licensed land surveyor, whichSurvey must be satisfactory to the Lender showing:

(i) the location (A) of all existing improvements, if any, on the Land, and (B) of all

proposed improvements to be constructed or pursuant to the Plans andSpecifications.

(ii) the location (and recording numbers, to the extent recorded) of all visible orrecorded easements including appurtenant easements, water courses, drains,sewers, public and private roads (including the names and widths thereof andrecording numbers for the dedications thereof), other rights of way, and curb cuts,if any, within, adjacent to or serving the Land or to which the Land is subject, andthe proposed location of any such easements to be granted; that the same are, andafter completion of Borrower's Work and granting of easements will be,unobstructed; and that all building lots of the Land will have direct access todedicated public roads;

(iii) the dimensions, boundaries and acreage or square footage of the Land;

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(iv) that all improvements under development or to be developed pursuant to the Plans

and Specifications, and all other improvements to the Land, are placed within the

boundaries of the Land and in compliance with all deed restrictions, recordedplats, other restrictions of record and ordinances relating to the location thereof

(and, to the extent that any deed restrictions, recorded plats, other restrictions of

record, or ordinances require existing or proposed structures to be set backspecified distances fiom any line, showing said line and the measured distance of'said structure(s) from said line);

(v) that there are no encroachments onto the Land from improvements located onadjoining property;

(vi) the location and course of all utility lines;

(vii) if the Land is comprised of more than one parcel, interior lines and other datasufficient to insure contiguity;

(viii) that the Land is not in a "flood hazard" area; and

(ix) such additional information which may be reasonably required by the Lender orthe Title Insurance Company.

The Survey shall be made in accordance with (i) the most current survey standards of the

American Land Title Association and the American Congress on Surveying and Mapping and meet

the Accuracy Standards established in connection with such survey standards, and include items 1-

4, 6-12, 14 and 16 of Table A thereof and (ii) the applicable statutory regulations governingsurveying in the State of Ohio. The Survey shall be dated not earlier than one month priot to the

Loan Closing Date, and shall bear a proper certificate by the surveyor, which certificate shall recitecompliance with the laws and standards enumerated above, shall include the legal description ofthe Land and shall tun in favor of Borower, Lendei and the Title Company;

(h) Insurance Policies. Borrower shall keep, or cause to be kept, all of the following insurancepolicies with respect to the Premises in companies, forms, amounts and coveragesatisfactory to Lender, containing waiver of subrogation and first mortgagee clauses in favorofLendet:

(i) Builders Risk Insurance on an "all risk" basis in the amount of One MillionDollars U.S. ($1,000,000.00), insuring the Premises, including materials instorage, or other casualty, vandalism and malicious mischief coverage, bearing areplacement cost agreed amount endorsement (such Builders Risk Insurance maybe included in the coverage provided by the policy of insurance required pursuantto Section 3,1(h)(iii) of this Agreement.

(ii) Insurance against loss or damage by fire and such other hazards, casualties andcontingencies (including, without limitation, so-called all risk coverages) asLender reasonably may require, in an amount equal to the greater of' (1) the LoanAmount, or (2) the replacement cost of the Premises, with a replacement costendorsement and in such amounts so as to avoid the operation of any coinsurance

13

1B276-000015

clause, for such periods and otherwise as Lender reasonably may require fromtime to time.

(iii) Comprehensive owner's and general contractors' general public liability, propertydamage and indemnity insurance, including, without limitation, so-called assumedand contractual liability coverage and claims for bodily injury, death or propertydamage, naming Lender as an additional insured, in such amounts as Lendeireasonably may fiom time to time require.

(iv) Evidence of suitable workmen's compensation and employee liability insurance

(whether from Boirower or a general contractor), naming Lender as additionalinsured covering all employees working on or about the Premises and death,injury and/or property damage occurring on or about the Premises or resultingfrom activity thereat, with liability insurance limits for death of or injury topersons not less than Three Million Dollars U.S. ($3,000,000.00) and for damageto propety other than the Premises of not less than Five Hundred ThousandDollars U.S. ($500,000.00)

(v) Such other insurance relating to the Premises as Lender may reasonably requirefiom time to time.

Borrower shall deliver renewal certificates of all insurance required above, together with writtenevidence of full payment of the annual premiums therefor at least thirty (30) days prior to the

expiration of the existing insurance Any such insurance may be provided under so-called "blanket"policies, so long as the amounts and coverages thereunder will, in Lender's sole judgment, provide

protection equivalent to that provided under a single policy meeting the requirements hereinabove.

All policies of insurance required hereunder shall: (A) be written by cariers which are licensedand authorized to transact business in the State of Ohio and are rated "A" or higher, according tothe latest published Best's Key Rating Guide and which shall be otherwise acceptable to Lender inall other respects, (B) provide that Lender shall receive thirty (30) days' prior written notice fiomthe insurer before cancellation, modification, material change or non-renewal of the policybecomes effective and ten (10) days' written notice in advance of payment of any insurance claimsunder said policies to any person, (C) be written for such amounts as are sufficient to preventBorrower from becoming a co-insurer thereunder, and (D) be otherwise satisfactory to Lender;

(i) Utilities: Licenses: Permits. Evidence satisfactory to Lender that:

(i) all services and utilities such as water, gas, electricity and storm and sanitarysewers required for use of the Premises for Borrower's intended purpose areavailable for use and tap-on at the Land, subject only to payment of fees includedin the Budget, or will be available after installation thereof, subject only topayment of costs and fees included in the Budget;

(ii) all governmental approvals, permits and licenses ("Permits"), including allPermits issued by the appropriate governmental authority authorizingcommencement of Borrower's Work in accordance with the Plans andSpecifications, and including all building and grading permits and tap-in permits

14

1B276-000016

required by applicable law to construct, occupy and operate the Premises have

been issued, are in full force and all fees therefor have been fully paid or will so

be issued prior to the Commencement Date or, if the stage of completion of

Borrower's Work does not allow such issuance, then evidence that such Permits

will be issued upon completion of Bonowet's Work in accordance with the Plans

and Specifications;

(iii) the storm and sanitary sewage disposal system, and all mechanical systemsserving the Premises do (or when installed will) comply with all applicableenvironmental, and pollution control laws, ordinances, rules and regulations, andthe applicable environmental protection agency, pollution control board and/or

other governmental agencies having jurisdiction of the Land have issued or will

-- issue prior to the Commencement Date, their permits for the development and

operation thereof; but if no storm sewer is available on the Land, Borrower shall

funish evidence that proper disposal of lain water is assured; and

(j) Documents of Record. Copies of all covenants, conditions, restrictions, easements and

matters of record which affect the Land;

(k) Work Contracts. Bonower shall submit to Lender for its approval certified copies of all

the Work Contracts;

(m) Borrower's Attorney's Opinion. The opinion of Borrower's legal counsel, includingcustomary exclusions and qualifications, that with respect to the Loan, the Loan Documents, theBorrower, the Premises, and the Borrower's Work: (a) there is no threatened orxpending litigation

or administrative action or proceeding alleging a violation of any federal, state, or local

environmental or other law or regulation applicable to the Loan, the Loan Documents, the

Borrower, the Premises, or the Borrower's Work; (b) the transactions contemplated by thisAgreement do not violate any provision of any law, restriction or other document affecting theBorrower, the Premises, or the Borrower's Work; (c) the Loan Documents have been dulyexecuted and delivered and constitute legal, valid and binding obligations of the Borrower andare enforceable in accordance with their terms; (d) the Borrower is a validly organized and

existing limited partnership under the laws of the State of Ohio, is in full force and effect, and is

qualified to do business in the State of Ohio; that the Borrower has the legal capacity to own,develop and operate the Premises and complete Borrower's Work, and to perform its obligationsunder the Loan Documents; and that the Loan has been duly authorized by the Borrower; and (e)such other matters concerning the Loan, the Loan Documents, the Borrower, the Premises, andthe Borrower's Work, as the Lender or its counsel may reasonably require.

(n) Or anizational Documents.

(1) Certified copies of the certificate of limited partnership and operatingagreement for Borrower;

(2) Certificates of incumbency for Borrower,

(3) Certified resolutions for Borrower.

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1B276-000017

(o) Zoning. Evidence of compliance with all applicable zoning requirements; and

(p) Additional Documents. Such other papers and documents regarding Borrower, the Land,

or the Project as Lender may reasonably require.

ARTICLE IV

DISBURSEMENTS

4.1. Request for Loan Disbursements. Requests for Disbursements shall be submitted on a

Certificate for Payment (as defined in Schedule 1). Unless otherwise agreed in writing by theLender, each Certificate for Payment shall be accompanied by the Borrower's affidavit,subcontractor and supplier invoices, lien waivers in form and substance satisfactory to Lender

and the Title Company and any other supporting documentation required by Lender. Borrower

shall not submit more than one Certificate for Payment per calendar month. Each Certificate for

Payment and all other documents required for a Disbursement must be received by the Lender on

or before a date which is at least ten (10) calendar days prior to the date upon which the

requested Disbursement is to be made, excluding the date of receipt by the Lender.

4.2. Requirements for Funding Disbursements. Prior to the funding of each Disbursementafter the initial Disbursement the Lender must receive and approve:

(1) An endorsement to the Title Insurance Policy, which endorsement insures that no

claim exists which constitutes a cloud on the Lender's secured position established by the insured

Mortgage and that no matters exist subordinate to the Mortgage which are unacceptable to the

Lender; extends the effective date of the Title Insurance Policy to the date of the Disbursement;and covers the amount of the requested Disbursement so that the total amount insured by the Title

Insurance Policy equals the total amount disbursed by Lender under the terms of this Agreement(or at the option of the Lender, confirmation from the Title Company that all requirements for the

issuance of such an endorsement have been satisfied and confirmation that the Title Company willissue such an endorsement within a specified time acceptable to the Lender);

(2) The lien waivers equired pursuant to Section 4.1 hereof;

(3) Within ten (10) days of receipt, Lender, or its agent, shall have inspected thePremises to verify satisfactory completion of that portion of Borrower's Work for which the DrawRequest is made. All inspections shall be completed by the Inspecting Agent who, within reason,may require futher information, including, but not limited to, documents such as contracts andinvoices to complete the analysis of the Draw Request. The cost of this inspection shall be paiddirectly by the Borrower;

(4) Borrower shall present evidence to Lender, upon completion of all major stages ofBorrower's Work of suitable policies of insurance as described in Section 3.1(h);

(5) No Default or condition in which, with notice or the passage of time or both, wouldconstitute a Default shall be continuing with respect to the Loan or under of any of the LoanDocuments; and

16

1B276-000018

I

(6) Borrower shall have paid all Expenses incurred by Lender in connection with the

satisfaction of the foregoing conditions.

4.3. Payments Directly to Subcontractor. Lender may, but shall not be obligated to, in its

discretion, make or cause to be made payments for Eligible Project Costs directly to anysubcontractor or to any vendor or jointly to the Borrower and any of such parties.

4.4. Disbursements Subject to Conditions. The Lender's obligation to make eachDisbursement shall be subject to the following conditions:

(1) All provisions of this Agreement shall have been complied with to the satisfactionof the Lender's legal counsel and the Lender and this Agreement shall remain in full force andeffect;

(2) The Borrower representations and warranties shall remain true and correct;

(3) The Borrower's Work shall have been completed to the date of such Disbursementin accordance with the Plans and Specifications and the terms of this Agreement;

(4) No Default shall have occurred under this Agreement or under any other LoanDocument; and

(5) All other requirements of this Article shall have been fully satisfied.

4.5. Final Disbursement. At such time as the Borrower's Work shall have been fullycompleted, the Borrower shall submit to the Lender a final Certificate for Payment in an amountnot to exceed the amount of the Eligible Project Costs shown on the Budget (as modified by any

change orders approved by the Lender) less the aggregate amount of all previous Disbursementsmade by the Lender.

4.6. Documents Required for Final Disbursement. The final Certificate for Payment shall be

accompanied by the following items, and the Lender shall not be required to make the final

Disbursement until ten (10) calendar days after receipt by the Lender of the following items:

(1) An affidavit of'the Borrower and the Contractor stating that each person providingany material or performing any work in connection with the Premises has been paid in full and thatall withholding taxes have been paid;

(2) A certificate by the Contractor and Project Architect certifying that Borrower'sWork has been completed in accordance with the Plans and Specifications and any othercertificates or permits as required by the State of Ohio or by any other applicable governmentaldepartment, agency or unit;

(3) Any permits, licenses, or other evidence of compliance with the requirements ofany governmental authorities necessary for Borrower's intended use of the Premises; and

17

1B276-000019

(4) Such other items as may be required by Lender, including, without limitation,

evidence that Borrower's Work has been completed by the Completion Date and to the satisfaction

of the Lender.

4.7. Amount of Disbursements. Subject to the provisions of this Agreement and the other

Loan Documents, Lender shall make Disbursements up to the aggregate amount of the Eligible

Project Costs specified in the Budget for the purposes and in the amounts described therein, and

not in excess of the budgeted amount thereof; provided, however, that in no event shall the total

of all Disbursements exceed the undisbursed, original Loan Amount unless otherwise approved

by the Board. If a contingency reserve is in the Budget, the Lender reserves the right to disburse

such amounts fiom the contingency reserve, to such payees and in such amounts as the Lender,

in its sole discretion, may approve or deem appropriate. The amount of each Disbursement will

be based upon the percentage of completion of Borrower's Work. All Disbursements shall be

deposited in the account to receive Disbursements, except that if the Lender deems it necessary

or desirable to do so the Lender may disburse all or any portion of any Disbursements by check

either made payable directly to any patty who is to be paid from such Disbursement or by check

made payable jointly to the Borrower and such party. In the event a dispute arises with respectto any request for Disbursement or Certificate for Payment, the Lender shall have the right

without notice, to delay the Disbursement until the dispute has been resolved.

4 8. Governmental Charges. Notwithstanding anything to the contrary herein, Lender may

withhold from the final disbursement any amount required by any governmental authority forcompletion of improvements, or maintenance of same, as required by such governmentalauthority.

4.9. Sufficiency of Loan to Complete Borrower's Work. Anything in this Agreement to the

contrary notwithstanding, it is expressly understood and agreed that the Loan shall at all times be

"in balance." The Loan shall be "in balance" only at such time and from time to time, as Lender

may reasonably determine, that the then undisbursed portion of the Loan equals or exceeds the

amount necessary to pay for (i) all Eligible Project Costs incurred and not theretofore paid for.or

to be done in connection with the completion of Borrower's Work in accordance with the Plans

and Specifications, and (ii) all costs incured and not theretofore paid for, or to be incurred in

connection with completion of Borrower's Work and as shown on the Budget Borrower agrees

that prior to the Loan Closing Date, Lender shall have the right to make (and thereafter from time

to time Lender shall have the right to revise), in its reasonable discretion, an estimate of the cost

of completion of Borrower's Work; such estimate is herein sometimes called "Lender's Estimate

of Cost." In the first instance, Lender's Estimate of Cost shall take into consideration the Work

Contracts, or, in those instances where Work Contracts have not yet been let, upon the basis of

either written bids with responsible contractors, tradesmen and material suppliers satisfactory toLender or Lender's estimate of such costs, and shall take into account such allowances for

reserves and contingencies as Lender shall deem appropriate. Thereafter, Lender's Estimate of

Cost will take into account, in addition to the subcontracts and purchase orders, other

considerations which Lender, in its reasonable discretion, deems relevant or likely to have an

impact upon the cost of completion of Borrower's Work, including current costs for availabilityof the subcontractors to .perform under the subcontracts and purchase orders, past and current

expenses for completion of Borrower's Work, and other projects similar to the Project. If there is

an "identity of interest" between the Borrower's contractors, any contract between patties having

such "identity of interest" shall be regarded solely as an estimate for the purpose of this Section.

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1B276-000020

There shall be deemed to be an "identity of interest" if Borrower shall act as a contractor in itsown name or through a separate entity in which it or any entity related to it has a substantialinterest or control. Borrower agrees that if for any reason the amount of undisbursed LoanProceeds shall at any time be or become insufficient for the purposes described in this Section,regardless of how such condition may have been brought about, Borrower shall, within five (5)days after written request by the Lender fiom time to time, deposit the deficiency with Lender(the "Deficiency Deposit"), which Deficiency Deposit shall first be exhausted before any furtherdisbursement of Loan Proceeds shall be made. Lender shall not be obligated to make anyDisbursements of Loan Proceeds if the Loan is not In Balance.

4.10. Provisions Applicable to All Disbursements. By execution of this Agreement, theBorrower authorizes the Lender to make Disbursements upon the request of the Borrower andthe Borrower agrees that:

(a) the Lender is not acting as agent or trustee for the Borrower;

(b) the Lender will not be held accountable for any Disbursement made in good faith;

(c) each Certificate for Payment submitted by the Borrower shall constitute an affirmationthat the waranties and representations contained in this Agreement remain true and correct andthat no Default has occurred as of the date of the Disbursement; and

(d) Lender may make Disbursements without a Certificate for Payment for the satisfaction ofthe conditions of this Agreement, and amounts so applied shall be part of the Loan and shall besecured by the Mortgage, evidenced by the Note, bear' interest in accordance with the Note andshall be due and payable in accordance with the provisions of the Note.

ARTICLE V

FURTHER AGREEMENT OF BORROWER

5 1. Completion of Borrower's Work. Borrower agrees that Borrower's Work will becompleted in a good and workmanlike manner with materials of high quality, strictly inaccordance with applicable building, zoning and other laws and ordinances as well as pollutioncontrol and environmental protection regulations. Borrower further agrees that Borrower's Workwill be commenced on or before the Commencement Date and prosecuted with due diligence andwill be fully completed not later than the Completion Date. If Lender or any of Lender'sconsultants disapprove any portion of Borrower's Work as not being in compliance with thePlans and Specifications, Borrower shall, within fifteen (15) days after such- disapproval,commence to correct the condition so disapproved, and thereafter will diligently complete suchcorrection. Borrower agrees that all materials contracted or purchased for completion ofBorrower's Work and all labor hired or contracted for with respect to completion of Borrower'sWork and paid for with Loan Proceeds will be used and employed solely on Eligible ProjectCosts.

19

1 B276-000021

5.2. Changes in Bonower's Work: Extras. Borrower agrees that no material changes will be

made in the Borrower's Work and no extras will be allowed to any subcontractor, except uponthe written approval of the same by Lender.

53 Mechanics' Liens. Taxes and Contest Thereof. Borrower agrees that it will not suffer or

permit any mechanics' lien claims to be filed or otherwise asserted against the Premises or anyfunds due subcontractors and will promptly discharge the same in case of the filing of any claimsfor lien or proceedings for the endorsement thereof, and will pay all special assessments whichhave been placed in collection and all real estate taxes and assessments of every kind (regardlessof whether the same are payable in installments) upon the Land before the same becomedelinquent provided, however, that Borrower shall have the right to contest in good faith andwith reasonable diligence the validity of any such lien, claim, tax or assessment. If Borrowershall fail promptly either to discharge or to contest claims, taxes or assessments asserted or givesecurity or indemnity as reasonably required by Lender, or having commenced to contest the

same, and having .given such security or indemnity shall fail to prosecute such contest with

diligence, or to maintain such indemnity or security so required by Lender, or upon adverse

conclusion of any such contest, to cause any judgment or decree to be satisfied and lien to bereleased, then and in any such event Lender may, at its election (but shall not be required to),procure the release and discharge of any such claim and any judgment or decree thereon and,further, in its sole discretion effect any settlement or compromise of the same. Any amounts so

expended by Lender, including premiums paid or security furnished in connection with theissuance of any surety bonds, shall be deemed to constitute Disbursement of Loan Proceeds

hereunder. In settling, compromising, discharging or providing indemnity or security for anyclaim for lien, tax or assessment, Lender shall not be required to inquire into the validity oramount thereof.

5 4. Renewal of Insurance. Borrower agrees to pay all premiums on all insurance policiesrequired under this Agreement and when any policies of insurance may expire, furnish to Lender,premiums prepaid, replacement or renewal insurance policies in companies, coverage andamounts satisfactory to Lender, in accordance with the terms hereof.

5.5. Proceedings to Enjoin or Prevent Borrower's Work. If any proceedings are filed or arethreatened to be filed seeking to (a) enjoin or otherwise prevent or declare invalid or unlawful thecompletion of Bonower's Work or operation of the Premises or any portion thereof; (b)adversely affect the validity or priority of the liens and security interests granted Lender hereby;(c) claim an interest adverse to Lender's interest therein; or (d) adversely affect the financialcondition of Borrower, or the ability of Borrower to complete Borrower's Work, then Borrowerwill notify Lender of such proceedings and within ten (10) business days following Borrower'snotice of such proceedings, Borrower will cause such proceedings to be vigorously contested ingood faith, and in the event of an adverse ruling or decision, prosecute all allowable appealstherefrom or otherwise proceed as not to threaten Lender's security, and Borrower will, withoutlimiting the generality of the foregoing, resist the entry or seek the stay of any temporary orpermanent injunction that may be entered, and use its best efforts to bring about favorable andspeedy disposition of all such proceedings.

5.6. Furnishing Information. Borrower shall:

(a) keep complete and accurate records of Eligible Project Costs;

20

1B276-000022

I(a) cooperate with Lender in arranging for inspections by the Inspecting Agent from time totime;

(b) upon written request by Lender or at any time during the term of the Loan, Borrowershall deliver to Lender its internally prepared financial statements for its last ending fiscal quarter

and their most recent Federal income tax returns for the fiscal year last ending;

(c) promptly notify Lender of any condition or event which constitutes (or which with thegiving of notice or lapse of time or both would constitute) a Default, and of any material adverse

change in the financial condition of Borrower;

(d) permit the Lender, or any of its agents or representatives to have access to and to

examine, copy and make abstracts of; all books, documents, papers and records regarding theBorrower, any of the Borrower's Work, at any and all reasonable times hereafter,

(e) submit to the Lender such documents and information as it may reasonably requireregarding the Borrower, any of the Borrower's Work;

(f) provide written notice to the Lender describing the specifics of; and the actions beingtaken by the Bonower with respect to the following:

(i) the occurrence of a Default or an event or circumstance which, with the passageof time or notice or both would constitute a Default.

(ii) any action, suit or proceeding by or against the Borrower, at law or in equity, or

before any governmental instrumentality or agency, whether instituted or

threatened, which, if adversely determined would materially impair the right orability of the Borrower to cany on their business or would materially impair theright or ability of the Borrower to perform the transactions contemplated by theLoan Documents

5,7 Excess Indebtedness. Borrower agrees to pay to Lender on demand the amount by whichthe indebtedness hereunder may, at any time, exceed the Loan Amount.

5.8. Compliance with Restrictive Covenants: Prohibition Against Additional Recordings.Borrower will comply with all restrictive covenants affecting the Premises. Other than thePermitted Exceptions, including the OHFA Tax Credit Restrictive Covenant and the historic andconservation easements described therein, Borrower will not permit to be recorded anydocument, instrument, agreement or other writing against the Premises without the prior writtenconsent of Lender

5.9. Further Assurance. Bonower will, on request of the Lender, from time to time, executeand deliver such documents as may be necessary to perfect and maintain perfected as valid liensupon the Premises the liens granted to Lender pursuant to this Agreement, and to fullyconsummate the transactions contemplated by this Agreement.

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1B276-000023

5.10. Sign and Publicity. Lender, at its expense, may elect signs on the construction site

indicating that financing for the Project has been provided by Lender. Lender, at its expense,shall also have the light to engage in reasonable publicity and public relations pertaining to the

financing provided by Lender. Additionally, Borrower shall use its good faith and commerciallyreasonable efforts to include in any public announcement or media release concerning the

general development of the Project a statement that Lender has provided the financing for the

Project.

5.11 Prevailing Wages. Bonrrower expressly acknowledges and agrees that all wages paid tolaborers and mechanics employed on the Project shall be paid at not less than the prevailing ratesof wages for laborers and mechanics for each class of work called for by the Project, which

wages shall be determined in accordance with the requirements of the Davis-Bacon Wage Act, asamended (40 U.S.C. §276a et se.). At such time as Lender requests, Borrower shall be requiredto provide Lender with evidence and information, reasonably satisfactory to Lender, that there

has been compliance with the foregoing requirements. Such evidence and information shall be

submitted to Katherine Feighan, Prevailing Wage Coordinator, Cuyahoga County Department of

Development, 112 Hamilton Court, Cleveland, Ohio 44114 or such other person designated byLender to receive and review such information and evidence.

ARTICLE VI

CASUALTIES AND CONDEMNATION

6,1. Notice. In case of any material damage or destruction, taking, or condemnation of thePremises, or any part thereof, or any interest therein or right accruing thereto, Borrower shallpromptly give to Lender written notice generally describing the nature and extent of suchdamage, destruction or taking which has resulted or which may result therefrom. Lender mayappear in any such proceedings and negotiations and Bonrower shall promptly deliver to Lendercopies of all notices and pleadings in any such proceedings. Borrower will in good faith, file andprosecute all claims necessary for any award or payment resulting from such damage, destructionor taking. Such costs and expenses shall constitute indebtedness secured by the Mortgage.

6.2, Application of Insurance Proceeds and Condemnation Awards. The proceeds (the"Proceeds") of any insurance policies collected or claims as a result of any loss or damage to anyportion of the Premises resulting fiom any casualty or physical harm (which event shall bereferred to herein as a "Casualty") and any awards, judgments or claims (the "Awards") resultingfiom the exercise of the power of condemnation or eminent domain (which exercise shall bereferred to herein as a "Condemnation") 'shall be applied at the sole option of the Lender as aLoan prepayment for all Loan Proceeds collected or claimed as a result of such Casualty and allAwards resulting fiom such Condemnation after deduction of all Lender's expenses of collectionand settlement, including attorneys' and adjusters' fees and charges.

ARTICLE VII

ASSIGNMENTS, SALE AND ENCUMBRANCES

22

1 B276-000024

7.1. Lender's Right to Assign. Lender may assign, negotiate, pledge or otherwise hypothecatethis Agreement or any of its rights and security hereunder, including the Note, Mortgage, andother Loan Documents to any Lender, participant or financial institution, and in case of such

assignment, Borrower will accord full recognition thereto and agree that all rights and remediesof Lender in connection with the interest so assigned shall be enforceable against Borrower bysuch Lender, participant or financial institution with the same force and effect and to the same

extent as the same would have been enforceable by Lender but fox such assignment.

7.2. Prohibition of Assignments and Encumbrances by Borrower. Except as expresslycontemplated hereby, the Borrower shall not, without the prior written consent of Lender, create,effect, consent to, cause, attempt, contract for, agree to make, suffer, allow, or permit anyconveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest, encumbrance or

alienation of the Laid, the Premises, the Borrower, or any direct or indirect interest in or portionof the Land, the Premises, the Borrower, ("Prohibited Transfer") which is effected directly,indirectly, voluntarily, involuntarily, or by operation of law or otherwise. The foregoingnotwithstanding, the Lender acknowledges that the Land and the Premises shall be subject to thePermitted Exceptions, including the Senior Mortgage, the Regulatory Agreement, the OHFA TaxCredit Restrictive Covenant and the historic and conservation easements described therein,

ARTICLE VIn

DEFAULTS BY BORROWER

8.1. Default Defined. The occurrence of any one or more of the following shall constitute a"Default" and said term is used herein, and any Default which may occur hereunder shallconstitute a Default under each of the other Loan Documents:

(a) Any default shall occur in the due and punctual payment on the Note when and as thesame becomes due, which default continues for a period of five (5) days;

(b) Any failure of Borrower for a period of thirty (30) days (except as to Defaults specifiedelsewhere in this Section 8.1 where a shorter period is specified) after written notice from Lenderto Borrower to observe or perform any covenant, other than payment of the Note, set forth in thisAgreement or any of the other Loan Documents; provided, however, that in the case of a non-monetary default not capable of cure within said thirty (30) day period, Borrower shall have suchadditional time as may be reasonably necessary to cure said Default provided that Borrower iscontinuously in good faith and diligently pursuing such cure;

(c) The disapproval by Lender of any of Bornowers Work and failure of Borrower tocommence correction to the satisfaction of Lender within fifteen (15) days thereafter anddiligently complete the same;

(d) An unreasonable delay in completion of Bonower's Work or a discontinuance orabandonment of Borrower's Work for a period of thirty (30) days, material failure to adhere tothe Work Schedule, or in any event a delay in completion ofBorrower's Work so that the samemay not, in the Lender's judgment, be completed on or before the Completion Date;

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1B276-000025

I

(e) Upon bankruptcy or insolvency of the Contractor or any other contractor or

subcontractor, failure of Bonower to diligently procure a replacement Contractor or contractor orsubcontractor satisfactory to Lender;

(f) The occurrence of a Prohibited Transfer as defined in Section 7.2 hereof;

(g) The existence of any fraud, or willful misconduct by or with the acquiescence ofBonower which in any way relates to or affects the Loan or the Premises;

(h) If any material representation, statement, report or certificate made now or hereafter byBorrower, was not true and correct when made, or any statement or representation made in theLoan Application submitted to Lender for this Loan was not true and correct when made; or ifany of the foregoing shall not be true and correct in any material respect at a time when it isrequired hereunder to continue to be true and corect;

(i) If all or a substantial part of the assets of Borrower are attached, seized, subjected to awrit or distress wanant, or is levied upon, unless such attachment, seizure, writ, warrant or levyis vacated within thirty (30) days;

(j) If Borrower is enjoined or restrained or in any way prevented by court order flomperforming any material obligations hereunder or under any of the other Loan Documents orconducting all or a substantial part of its business affairs; or

(k) IfBorrower:

(i) Shall file a voluntary petition in bankruptcy or for arrangement, reoiganization orother relief under any chapter of the Federal Bankruptcy code or any similar law,state or federal, now or hereafter in effect;

(ii) Shall file an answer or other pleading in. any proceeding admitting insolvency,bankruptcy, or inability to pay its debts as they mature;

(iii) Within sixty (60) days after the filing against it of any involuntary proceedingsunder the Federal Bankruptcy Act or similar law, state or federal, now or hereafterin effect, such proceedings shall not have been vacated;

(iv) Any order appointing a receiver, trustee or liquidator for it or for all or a majorpart of its property or the Premises shall not be vacated within sixty (60) daysfollowing entry thereof;

(v) Shall be adjudicated a bankrupt;

(vi) Shall make an assignment for the benefit of creditors or shall admit in writing itsinability to pay its debts generally as they become due oi shall consent to theappointment of a receiver or trustee or liquidator of all or the major part of itsproperty, or the Premises; or

24

1B276-000026

(1) If Borrower shall for any reason cease to exist; or

(m) Any default under any of the other Loan Documents.

(n) Any Default under any of the loan documents evidencing or securing the loans referred toin Section 2.1 hereof.

ARTICLE IX

LENDER'S REMEDIES UPON DEFAULT

9.1. Remedies Conferred Upon Lender, Upon the occurrence of any Default, Lender, inaddition to all remedies conferred upon Lender by law and by the terms of the Note, theMortgage and the other Loan Documents, may pursue any one or more of the following remediesconcurrently or successively, it being the intent hereof that none of such remedies shall be to theexclusion of any others:

(a) Withhold further disbursement of Loan Proceeds and terminate any of its obligations toBorrower;

(b) Declare the Note to be due and payable forthwith, without presentment, demand, protestor other notice of any kind, all of which are hereby expressly waived;

(c) In addition to any rights of setoff that Lender may have under applicable law, Lendermay, without notice of any kind to Borrower, appropriate and apply to the payment of'the Noteor of any sums due under this Agreement any and all balances, deposits, credits, accounts,certificates of deposit, instruments or money of Borrower then or thereafter in the. possession ofLender;

(d) Draw upon the Letter of Credit, without presentment, demand, protest or other notice ofany kind, all of which are hereby expressly waived;

(e) Exercise or pursue any other remedy or cause of action permitted at law or at equity orunder this Agreement or any other Loan Document, including but not limited to foreclosure ofthe Mortgage and/or any security agreement and enforcement of all Loan Documents; and

(f) With or without entry upon the Land, cause Borrower's Work to be completed andLender for such purpose may use all available materials and equipment located upon the Landand purchase all other necessary materials and employ contractors and other employees. Allsums expended by Lender for such purpose shall constitute Disbursements and shall be securedby the Mortgage and other Loan Documents and shall forthwith be due and payable by Borrowerto Lender with interest thereon at the Interest Rate. The authority and agency conferred herebyupon Lender shall be deemed to create a power coupled with an interest and shall be irevocable

92 Right of Lender to Make Advances to Cure Defaults. Obligatory Advances. In the eventthat Borrower shall fail to perform any of its covenants or agreements herein or in any of theother Loan Documents contained, Lender may (but shall not be required to) perform any of such

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covenants and agreements, and any amounts expended by Lender in so doing, pursuant to thisAgreement shall be deemed advanced by Lender under an obligation to do so regardless of theidentity of the person or persons to whom said funds are disbursed. Loan Proceeds advanced byLender in the exercise of its judgment that the same are needed to complete Borrower's Work toprotect its security for the Loan are obligatory advances hereunder and shall constitute additionalindebtedness payable on demand evidenced and secured by the other Loan Documents.

9.3. Attorneys' Fees. Borrower will pay Lender's attorneys' fees and costs in connection withthe administration and enforcement of this Agreement; without limiting -the generality of theforegoing, if at any time or times hereafter the Lender employs counsel for advice or otherrepresentation with respect to any matter concerning Borrower, this Agreement, the Land or theLoan Documents or to protect, collect, lease, sell, take possession of or liquidate any of thePremises, or to attempt to enforce or protect any security interest or lien or other right in any ofthe Premises or under any of the Loan Documents, or to enforce any rights of the Lender orobligations ofBorrower or any firm or corporation which may be obligated to Lender by virtueof this Agreement or under any of the other Loan Documents or any other agreement, instrumentor document, heretofore or hereafter delivered to Lender in furtherance hereof, then in any suchevent all of the attorneys' fees arising from such services, and any expenses, costs and chargesrelating thereto, shall constitute an additional indebtedness owing by Borrower to Lenderpayable on demand and evidenced and secured by the Loan Documents.

9.4. No Waiver: No failure by Lender to exercise, or delay by Lender in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partialexercise of any right, power or privilege hereunder preclude any other or further exercise thereof,or the exercise of any other right, power or privilege. The rights and remedies provided in thisAgreement and in any of the other Loan Documents are cumulative and not exclusive of eachother or of any tight or remedy provided by law or equity. No notice to or demand on Borrowerin any case shall, in itself entitle Borrower to any other ox further notice or demand in the samecircumstances or constitute a waiver of the rights of Lender to any other or further action in anycircumstances without notice or demand.

9.5. Default Rate. From and after the date of any Default, interest on funds outstandinghereunder shall accrue at the Default Rate and be payable on demand. The failure of Lender tocharge interest at the Default Rate shall not be evidence of the absence of a Default or waiver ofa Default by Lender.

9.6. Cure of Default. In the event Borrower subsequently cures any Default hereunder,Lender may, at its sole and absolute discretion, allow Borrower to reinstate the terms of the Loanas if no Default had occurred.

9.7. Availability of Remedies. All of the remedies set forth herein and/or provided by law orequity shall be equally available to Lender, and the choice by Lender of one (1) such alternativeover another shall not be subject to question or challenge by Borrower or any other person, norshall any such choice be asserted as a defense, set-off, or failure to mitigate damages in anyaction, proceeding, or counteraction by Lender to recover or seeking any other remedy under thisAgreement or any of the other Loan Documents, not shall such choice preclude Lender fromsubsequently electing to exercise a different remedy. The parties have agreed to the alternativeremedies hereof specified in part because they recognize that the choice of remedies in the event

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1B276-000028

of a failure hereunder will necessarily be and should properly be a matter of business judgment,which the passage of time and events may or may not prove to have been the best choice tomaximize recovery by Lender at the lowest cost to Borrower. It is the intention of the partiesthat such choice by Lender be given conclusive effect regardless of such subsequentdevelopments. At any sale of the security or collateral for the Loan or- any part thereof'whetherby foreclosure or otherwise, Lender may in its discretion purchase all or any part of suchcollateral so sold or offered for sale for its own account and may apply against the balance dueLender pursuant to the terms of the Note the amount bid therefor. As a material inducement toLender to make the Loan provided for in this Agreement, Borrower acknowledges, covenants,and agrees that in the event that Lender draws upon the Letter of Credit, all or any portion of theproceeds of the Letter of Credit may be retained, applied or expended by Lender for any purposerelating to any covenant or agreement to be performed or observed by Borrower under thisAgreement, or under any other Loan Document, including, but not limited to the right to fund, orreimburse the Lender: (i) for the performance or observance of any Contracts now or hereafterexisting and assigned to Lender under the Collateral Assignment of' Contracts and Licenses, or(ii) for the undertaking of any activities performed at the Premises as contemplated by theEnvironmental Indemnity Agreement, and (iii) for the payment of any costs and expensesincurred or- to be incurred by Lender, including attorneys' fees, in the administration of anyremedy under any one or more of the Loan Documents

ARTICLE X

MISCELLANEOUS

10.1. Time Is of the Essence. Borrower agrees that time is of the essence with respect to eachof their covenants under this Agreement.

10.2. Prior Agreements. This Agreement and the other Loan Documents, and any otherdocument or- instrument executed pursuant thereto or contemplated thereby, shall represent theentire, integrated agreement between the parties hereto with respect to completion of Borrower'sWork, and shall supersede all prior negotiations, representations, or agreements pertainingthereto, either oral or written. This Agreement and any provision hereof'shall not be modified,amended, waived or discharged in any manner other than by a written amendment executed byall parties to this Agreement. An action on the part of the Lender waiving a specific provision orrequirement herein contained, shall not be construed to be a waiver of future application of suchprovision or requirement or a waiver of any other provision or requirement hereunder.

10.3. Disclaimer by Lender. Lender shall not be liable to any subcontractor, supplier, laborer,architect, engineer or any other party for services performed or materials supplied in connectionwith completion ofBorrower's Work. Lender shall not be liable for any debts or claims accruingin favor of any such parties against Borrower or against the Land. The Borrower shall not beconsidered an agent of Lender for any purposes, and Lender is not a venture partner withBorrower in any manner whatsoever. Lender shall not be deemed to be in privity of contractwith any contractor, subcontractor or provider of services on or in connection with Borrower'sWork nor shall any payment of funds directly to a contractor, subcontractor or provider ofservices for completion of Borrower's Work be deemed to create any third party beneficiarystatus or recognition of same by Lender unless and until Lender expressly assumes such status inwriting. Approvals granted by Lender for any matters covered under this Agreement shall be

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1B276-000029

narrowly construed to cover only the parties and facts identified in any written approval or if not

in writing such approvals shall be solely for the benefit of Bonower.

10.4 Indemnification. To the fullest extent permitted by law, Borrower hereby agrees to

piotect, indemnify, defend and save harmless Lender and its elected officials, agents and

employees from and against any and all liability, expense or damage of any kind or nature and

from any suits, claims, or demands, including legal fees and expenses on account of any matter

or thing or action or failure to act by Borrower, whether in suit or not, arising out of this

Agreement or in connection herewith, including, without limiting the generality thereof, theBorrower's Work, unless such suit, claim or damage is caused by the willful malfeasance of

Lender, its directors, officers, agents and authorized employees. The obligations to be observed

or performed by Borrower under this Section 10.4 shall survive the Loan Closing Date, therepayment of the Loan and any cancellation of this Agreement.

10.5. Captions. The captions and headings of various Articles and Sections of this Agreementand exhibits pertaining hereto are included for convenience only and not to be considered as

defining or limiting in any way the scope or intent of the provisions hereof'

10.6. Inconsistent Terms and Partial Invalidity. In the event of any inconsistency among theterms, provisions, covenants, agreements, and conditions hereof (including incorporated terms),or between such terms, provisions, covenants, agreements, and conditions and the terms,provisions, covenants, agreements, and conditions of any other Loan Document, this Agreementshall be controlling. If any provision of this Agreement, or any paragraph, sentence, clause,

phrase, or word, or the application thereof, in any circumstances, is adjudicated by a court of

competent jurisdiction to be invalid, the validity of the remainder of this Agreement shall beconstrued as if such invalid part were never included herein.

10 7. Gender and Number Any word herein which is expressed in the masculine or neutergender shall be deemed to include the masculine, feminine and neuter genders. Any word hereinwhich is expressed in the singular or plural number shall be deemed, whenever appropriate in thecontext, to include the singular and plural.

10.8. WAIVER OF JURY TRIAL BORROWER WAIVES ANY RIGHT TO A TRIALBY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANYRIGHTS UNDER THIS AGREEMENT OR RELATING THERETO OR ARISINGFROM THE RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENTAND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIEDBEFORE A COURT AND NOT BEFORE A JURY.

10.9. Notices. Any notice, demand or other communication required or permitted hereundershall be in writing and shall be deemed to have been given if and when personally delivered, oron the second business day after being deposited in United States registered or certified mail,postage prepaid, and addressed to a party at its address set forth below or to such other addressthe party to receive such notice may have designated to all other parties by notice in accordanceherewith:

If to Lender: County of Cuyahoga, Ohio/o Department of Development

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1B276-000030

112 Hamilton Court4th FloorCleveland, Ohio 44114Attention: Director of Development

If to Boirower Alletton Apartments L P.1802 East 13th StreetCleveland, Ohio 44114Attention:

With copy to: Singeman, Mills, Desberg & Kauntz, Co. L,PA.3401 Enterprise Parkway, Suite 200Beachwood, Ohio 44122-7340Attention: Paul Singerman

and

Key Community Development CorporationMailcode: OH-01-27-1319127 Public SquareCleveland, Ohio 44114-1306Attention: Asset Management

or to such other address the party to receive such notice may have theretofore furnished to all otherparties by notice in accordance herewith. Except as otherwise specifically required herein, nonotice of the exercise of any tight or option granted to lender herein is required to be given.

10.10. Governing Law. This Agreement has been negotiated, executed and delivered atCleveland, Ohio, and shall be construed and enforced in accordance with the laws of the State ofOhio, without reference to the choice of law or conflicts of law principles of that State.

10.11 Secondary Financing Rider. This Loan Agreement is subject and subordinate to the SeniorMortgage and the Regulatory Agreement and as a consequence thereof, a Secondary FinancingRider will be attached to and made a part of both the Note and the Mortgage in the form prescribedbyHUD.

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1 B276-000031

IN WITNESS WHEREOF, Borrower and Lender have caused these presents to be

executed as of the day and year first above written.

BORROWER:

ALLERTON APARTMENTS L.P., an Ohio limitedpartnership

By: Parkview Housing, LLC, an Ohio limited liabilitycompany, its neral Partner

By:_ ) aB" h Bobeck, its Manager

By: -lJ.Jo e, itslanager

Ste nr, its Manager

LENDER:

COUNTY OF CUYAHOGA, OHIO,a county and political subdivision of the State of Ohio

acting for and/ on behalf of the Board of Cuyahoga County

Commissioners

Approved as to form byWilliam D. Mason, ProsecutingAttorney for Cuyahoga County

By: k1mL L*auLe'Aei tanouity Prosecutor

Schedule 1 - DefinitionsExhibit A - Legal Description of LandExhibit B - NoteExhibit C - Environmental Indemnity AgreementExhibit D - Open-End Mortgage Deed And Security AgreementExhibit E - Assignment of Leases and Rents

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1B276-000032

Exhibit F - Collateral Assignment of Contracts and LicensesExhibit G - Letter of CreditExhibit H - BudgetExhibit I - Work ScheduleExhibit J - Certificate for Payment

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1B276-000033