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PUBLIC BENEFIT AGREEMENT This PUBLIC BENEFIT AGREEMENT ("Agreement ") is dated as of [Date] by and between the CSCDA COMMUNITY IMPROVEMENT AUTHORITY a joint exercise of powers agency organized and existing under the laws of the State of California (including its successors and assigns, "Owner")and the [CITY] ("Host"). BACKGROUND WHEREAS, Owner proposes to issue Bonds (as hereinafter defined) to finance Owner's acquisition of the certain multifamily rental housing project(the "Project") located at [Address], located on the real property site described in Exhibit A hereto; and WHEREAS, Owner intends to sell the Project at the instigation of the Host or upon the retirement of all Project Debt(as defined herein) pursuant to this Agreement. AGREEMENT In consideration of the mutual covenants herein contained,and such other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Owner and Host mutually agree as follows: Section 1. Right to Cause Sale. Host shall have the right to cause("Sale Right")Owner to sell the Property (as herein defined) upon payment by the purchaser thereof(the "Purchaser") of the applicable Sale Price(as herein provided)within the Sale Right Term(as herein defined)as provided in Section 4 hereof or following the Sale Right Term as provided in Section 5 hereof, and in each case, in compliance with and observance of all of the terms and conditions of this Agreement. Section 2. Definitions. Capitalized terms used in this Agreement shall have the meanings assigned to them in this Section 2; capitalized terms used in this Agreement and not defined in this Section 2 or elsewhere herein shall have the meanings assigned to them in the Indenture (herein defined). (a) "Bonds" — collectively, (i) the CSCDA Community Improvement Authority Essential Housing Revenue Bonds, Series 20 [A] ([Project Name]) (the "Series [A] Bonds"), [and(ii)the CSCDA Community Improvement Authority Subordinate Essential Housing Revenue Bonds, Series 20_[B] ([Project Name])(the"Series[B] Bonds")],with such other series and sub- series designations as may be set forth in the Indenture, originally issued to finance Owner's acquisition of the Project and related transaction costs. (b) "Bond Trustee"—[Trustee] or any successor trustee under the Indenture. (c) "Closing"—shall have the meaning set forth in Section 8 hereof. (d) "Conveyance" —that transaction or series of transactions by which Owner shall transfer, bargain, sell and convey any and all right,title or interest in and to the Property. 4134-7659-4982.9