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ATTACHMENT 2 partners and lenders, and allow any such parties the right to cure a default by the tenant under the Ground Lease. x. Encumbrances. The Ground Lease will permit Developer to encumber its leasehold interest in the Land and ownership interest in the Improvements to secure loans to finance the Project, subject to City approval. Any funds from a loan secured by the Developer's interest in the Property must be used for the development, maintenance, rehabilitation or operation of the Project. The Developer agrees and acknowledges that nothing in this Agreement or the Ground Lease will permit the tenant to encumber City's fee interest in the Land xi. Affordability Restrictions. The Ground Lease will require the Project to be restricted for occupancy by lower income households at affordable rents with the specific affordability restrictions to be determined by agreement of the parties. The City may require recordation of a separate regulatory agreement imposing affordability requirements. Any affordability restrictions in the Ground Lease and any regulatory agreement shall be subordinated to the deeds of trust securing the repayment of the Project's conventional construction and permanent loans but shall not be subordinated to any other deeds of trust. In addition, if required by the Project's tax credit investor based on the Project's residual value analysis test, the Ground Lease and regulatory agreement may permit increases in the maximum rent and income levels after the 55th year of the Ground Lease term, but only to the extent necessary to satisfy the Project's residual value analysis test. xii. The Ground Lease, the Takeback Loan Documents, and additional documents to be executed by the parties relating to the Project may contain additional terms and conditions as agreed upon by the parties. c. Takeback Loan. The Parties agree that the Takeback Loan shall close on the date that construction financing closes for the Project (the "Closing Date"). The Takeback Loan shall be documented in a Takeback Loan Agreement. Developer's obligation to repay the Takeback Loan shall be evidenced by a promissory note (the "Takeback Note") and secured by a deed of trust recorded against Developer's leasehold interest in the Land and fee interest in the Improvements (the "Takeback Deed of Trust", and together with the Takeback Note, and the Takeback Loan Agreement, the "Takeback Loan Documents"), and shall be subject to the terms and conditions set forth in the Takeback Loan Documents and the Ground Lease. The Takeback Loan will be in the amount of the Capitalized Rent. The Takeback Loan shall have a maturity date that is 55 years from the conversion of the Project construction loan to permanent financing ("Maturity Date"), and shall bear interest at the long-term applicable federal rate. The Takeback Loan shall be repaid in annual payments from 50% of available 4 OAK #4811-5363- l 135 v2