14-20 Cedar Glen Bond Ordinance Addendums

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General Terms of the Financing To provide funds to make the Loan for purposes of assisting in paying the Project Costs, the Issuer will issue, sell and deliver the Bonds to the Underwriter. The Bonds will be issued pursuant to the Indenture in the aggregate principal amount, will bear interest and will mature as set forth therein. In the Loan Agreement, the Borrower approves the terms and conditions of the Indenture and the Bonds, and of the terms and conditions under which the Bonds will be issued, sold and delivered. The proceeds from the sale of the Bonds will be loaned to the Borrower and paid over to the Trustee for the benefit of the Borrower and the Holders of the Bonds and deposited as follows: (a) a sum equal to the negative arbitrage deposit and any accrued interest paid by the Underwriter will be deposited in the Bond Fund, and (b) the balance of the proceeds will be deposited in the Project Fund. Pending disbursement pursuant to the provisions of the Loan Agreement, the proceeds deposited in the Project Fund, together with any investment earnings thereon, will constitute a part of the Pledged Revenues assigned by the Issuer to the Trustee as security for the payment of Bond Service Charges as provided in the Indenture. Disbursements from the Project Fund So long as no Event of Default under the Loan Agreement has occurred and is continuing for which the principal amount of the Bonds has been declared to be immediately due and payable pursuant to the Loan Agreement and the Indenture, disbursements from the Project Fund will be made only (i) upon the receipt by the Trustee of(A)a written request from the Borrower in substantially the form of the request attached to the Loan Agreement, and (B) Collateral Funds in the amount of the disbursement request and the transfer of funds as set forth in the Indenture. Proceeds of the Bonds disbursed pursuant to the Loan Agreement may only be used to pay those Project Costs identified in the Sources and Uses of Funds attached to the Loan Agreement, as it may be amended pursuant to the agreement of the FHA Lender and the Borrower. Any disbursement for any item not described in, or the cost for which item is other than as described in the Loan Agreement, is to be accompanied by an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Assignment of Agreement and Pledged Revenues To secure the payment of Bond Service Charges, the Issuer will assign to the Trustee, by the Indenture, its rights under and interest in the Loan Agreement(except for the Unassigned Issuer's Rights) and the Note. In the Loan Agreement, the Borrower agrees and consents to those assignments. The Issuer has agreed in the Loan Agreement that it will not attempt to further assign, transfer or convey its interest in the Pledged Revenues or the Loan Agreement or create any pledge or Lien of any form or nature with respect to the Pledged Revenues, including Loan Payments under the Loan Agreement. Borrower Not to Adversely Affect Tax-Exempt Status of Interest on the Bonds The Borrower, for the benefit of the Issuer, the Trustee and each holder of Bonds, represents in the Loan Agreement that it has not taken, or permitted to be taken on its behalf, and agrees that it will not take, or permit to be taken on its behalf, any action that would adversely affect the exclusion of the interest paid on the Bonds from gross income for federal income tax purposes, and that it will make and take, or require to be made and taken, such acts and filings as may from time to time be required under the Code to maintain such exclusion. -28 -