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proceeds of the Prior Bonds and the Financing Agreement evidencing such loan in the principal amount of $23,390,000 (the "Bond Mortgage Loan") to the Borrower in connection with the Project. The Borrower will use the proceeds of the Bond Mortgage Loan to effect the refinancing of the Project by refunding the Prior Bonds, the payment in full of the Prior Taxable Debt, the financing of certain capital improvements to the Project, and to pay certain costs of issuance of the Bonds. The Borrower's repayment obligations in respect of the Bond Mortgage Loan will be evidenced by a Bond Mortgage Note, dated June 26, 2009 (the "Bond Mortgage Note"), executed by the Borrower and delivered to the City, which Bond Mortgage Note will be endorsed by the City to the Trustee pursuant to the Indenture. WHEREAS, the Borrower will cause to be delivered to the Trustee on the date of issuance of the Bonds adirect-pay Credit Enhancement Agreement, to be dated on or after June 1, 2009 (the "Credit Enhancement Agreement"), between the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Trustee, which will provide for: (i) draws in an amount equal to loan repayments due from the Borrower with respect to the Bond Mortgage Loan; and (ii) liquidity draws by the Trustee to the extent remarketing proceeds are insufficient to pay the purchase price of Bonds tendered for purchase if the Bonds are issued as variable rate bonds for the period that the Bonds bear interest at a variable rate. WHEREAS, Oak Grove Commercial Mortgage, LLC, a Delaware limited liability company (the "Servicer") will act as initial servicer for the Bond Mortgage Loan. WHEREAS, to evidence the Borrower's reimbursement obligations to Freddie Mac for draws made under the Credit Enhancement Agreement, the Borrower and Freddie Mac will enter into a Reimbursement and Security Agreement, to be dated on or after June I, 2009 (the "Reimbursement Agreement"). WHEREAS, to secure the Borrower's reimbursement obligations to Freddie Mac under the Reimbursement Agreement and to secure the Borrower's obligations to the Issuer and the Trustee under the Financing Agreement, the Borrower will execute and deliver to the Issuer and Freddie Mac an Amended and Restated Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement, to be dated on or after June 1, 2009 (the "Mortgage"), with respect to the Project. The Issuer will assign its interests in the Mortgage to the Trustee pursuant to an Assignment of Amended and Restated Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated on or after June 1, 2009 (the "Mortgage Assignment"). WHEREAS, the City, the Trustee and Freddie Mac propose to enter into an Assignment and Intercreditor Agreement, to be dated on or after June 1, 2009 (the "Intercreditor Agreement"), in connection with Freddie Mac's provision of credit enhancement under the Credit Enhancement Agreement. WHEREAS, the City, the Trustee, the Borrower and Freddie Mac propose to enter into a Consolidation Agreement, to be dated on or after June 1, 2009 (the "Consolidation Agreement"), in connection with the Project. 2363919v1 3