14-20 Cedar Glen Bond Ordinance Addendums

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Corp., or one of its affiliates (the "Investor Member"), will own a 99.99% interest in the Borrower. In connection with this interest, the tax credit equity to be contributed by the Investor is expected to be approximately$3,843,678,*which is expected to be funded pursuant to the terms of Borrower's Amended and Restated Operating Agreement. FHA-Insured Loan In connection with the development of the Project, the Merchants Capital Corp., (the "FHA Lender") has received a commitment from the Federal Housing Administration ("FHA") pursuant to Section 223(f)of the National Housing Act in the approximate amount of$8,482,500,* that enables, upon compliance with the terms and conditions thereof, the FHA Lender to make an FHA-insured loan in that amount to the Borrower (the "FHA-Insured Loan"), evidenced by a nonrecourse mortgage note secured by a first lien mortgage on the Project. The FHA-Insured Loan will be fully disbursed at closing and a portion thereof will be held in an escrow account held by the FHA Lender. As construction costs are incurred, the Borrower will request construction advances from the escrow held by the FHA Lender and the FHA Lender will make, or caused to be made, deposits with the Trustee and the Trustee will simultaneously disburse a like amount of Bond proceeds from the Project Fund to pay Project costs. None of the owners of the Bonds, the Trustee or the Issuer will have rights with respect to the FHA Insured Mortgage Loan or under the FHA Loan Documents. Furthermore, none of the owners of the Bonds, the Trustee or the Issuer will have a lien on any funds, accounts or reserves established, maintained and/or collected by the FHA Lender in connection with the FHA Insured Mortgage Loan. FHA does not provide enhancement with respect to the Bonds. The advances from the FHA Lender, in an amount not to exceed the principal amount of the Bonds (the "Collateral Funds") are to be deposited in the Assignment Fund by the Trustee, upon receipt thereof, pursuant to the Indenture. The Borrower has collaterally assigned its right to receive the Collateral Funds to the Trustee. CERTAIN BONDHOLDERS'RISKS The purchase of the Bonds will involve a number of risks. The following is a summary, which does not purport to be comprehensive or definitive, of some of such risk factors. Limited Security; Investment of Funds The Bonds are special obligations of the Issuer payable solely from the Trust Estate, which includes certain funds pledged to and held by the Trustee pursuant to the Indenture. The Bonds are offered solely on the basis of the amounts held under the Indenture and are not offered on the basis of the credit of the Borrower,the feasibility of the Project or any other security. As a consequence, limited information about the Project and no information about the financial condition or results of operations of the Borrower is included in this Official Statement. The Bonds are offered only to investors who, in making their investment decision, rely solely on the amounts held under the Indenture and not on the credit of the Borrower,the feasibility of the Project or any other security. The principal of and interest on the Bonds are payable solely from and secured exclusively by the Trust Estate. The Project will not be subject to any mortgage for the benefit of the holders of the Bonds. An amount equal to the proceeds from sale of the Bonds is to be deposited in the Interest Payment *Preliminary,subject to change. -9-