FUND LOAN AGREEMENT - San Jose

FUND LOAN AGREEMENT

THIS FUND LOAN AGREEMENT (the "Fund Loan Agreement"), dated October __, 2011, is entered into by and between Chase NMTC SJEIC Investment Fund, LLC, a Delaware limited liability company ("Fund Borrower"), and the .City of San Jose, a California municipal corporation ("Fund Lender").

RECITALS

Fund Borrower intends to make a capital contribution, in the amount of $7,349,645 to NDC New Markets Investments LXV, LLC, a Delaware limited liability company ("NDC CDE") in consideration for NDC CDE issuing to the Fund Borrower 99.99% of the membership interests in NDC CDE, $7,349,645 to Northern California Community Loan Fund NMTC SubCDE III, LLC, a California limited liability company ("NCCLF CDE") in consideration for the NCCLF CDE issuing to the Fund Borrower 99.99% of the membership interests in the NCCLF CDE, and $12,000,000 to Brownfield Revitalization XV, LLC, a Delaware limited liability company ("BR CDE" and, together with NDC CDE and NCCLF CDE, the "CDE") in consideration for the BR CDE issuing to the Fund Borrower 99.99% of the membership interests in the BR CDE (collectively, and together with any other equity investments made by the Fund Borrower in a CDE which is designated as a "qualified equity investment" within the meaning of Section 45D of the Code, the "CDE Capital Contribution"). CDE will use the proceeds of the CDE Capital Contribution to, among other things, make loans to EIC QALICB, Inc., a California nonprofit public benefit corporation ("CDE Loan Borrower"), for the purpose of financing the Project (as defined herein). Fund Borrower desires to obtain a loan from Fund Lender in the original principal amount of Nineteen Million Six Hundred Nine Thousand Six Hundred FortyFive and No/100 Dollars ($19,609,645) (the "Fund Loan") to finance, in part, the CDE Capital Contribution. Fund Lender is willing to make the Fund Loan to Fund Borrower on the terms and conditions set forth below.

Now, therefore, for good and valuable consideration, intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

1.01. Defined Terms. Capitalized terms not otherwise defined shall have the meanings below, and the interpretations which are applicable under the Fund Agreement, as amended and modified from time to time in accordance with its terms:

"Amortization Commencement Date" means [October ___, 2019].

"Bankruptcy Code" means any section or chapter of the United States Bankruptcy Code and the regulations promulgated thereunder.

"Business Day" means any day other than a Saturday, Sunday or any holiday when banks in San Jose, California, are required or permitted to close.

"CDE" means collectively, (i) NDC CDE, (ii) NCCLF CDE, and (iii) BR CDE

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"CDE Agreement" means, collectively, the Amended and Restated Operating Agreement of each of the CDEs, dated the date of this agreement, and all amendments and modifications thereto.

"CDE Capital Contribution" means the actual amount of capital contributed or agreed to be contributed to the CDE by Fund Borrower.

"CDE Loan" means those certain loans made by CDE to CDE Loan Borrower pursuant to the CDE Loan Agreement, in the aggregate principal amount of Twenty-Five Million Nine Hundred Forty-Four Thousand Eight Hundred Fourteen and No/100 Dollars ($25,944,814).

"CDE Loan Agreement" means, collectively, that certain Loan Agreement, dated as of the date of this agreement, by and between CDE and CDE Loan Borrower, as amended, restated or modified from time to time.

"CDE Loan Borrower" shall mean EIC QALICB, Inc., a California nonprofit public benefit corporation.

"CDE Loan Documents" shall mean all instruments and agreements which evidence, secure or are otherwise executed by the CDE Loan Borrower in connection with the CDE Loan, including all amendments, modifications, renewals, extensions, restatements and replacements thereof.

"CDE Manager" means collectively, (i) HEDC New Markets, Inc. with respect to NDC CDE, (ii) Northern California Community Loan Fund with respect to NCCLF CDE, and (iii) Brownfield Revitalization, LLC with respect to BR CDE.

"CDE Note" means, collectively, those certain promissory note or notes in the aggregate amount of $25,994,814 from the Project Borrower in favor of CDE dated the date of this agreement.

"Code" means the Internal Revenue Code of 1986, as amended, or any provisions of subsequent federal revenue laws and the regulations promulgated thereunder.

"Default" means any of the events specified in Section 7.01 hereof, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

"Default Interest Rate" means a rate of interest per annum equal to six percent (6%) in excess of the rate of interest otherwise payable under this Loan Agreement.

"Event of Default" has the meaning set forth in Section 7.01 of this Fund Loan Agreement.

"Financial Projections" means those financial projections prepared by Reznick Group, P.C., dated October __., 2011, together with the report of the compilation thereof.

"Forbearance Termination Date" has the meaning set forth in Article 9.

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"Fund Agreement" means the Operating Agreement for Fund Borrower by and between the Investor Member and Fund Manager, dated the date of this agreement.

"Fund Borrower" has the meaning given to that term in the introductory paragraph of this Fund Loan Agreement.

"Fund Borrower's Operating Account" means the Fund Borrower's bank account with the JPMorgn Chase Bank, N.A. into which the Fund Borrower shall receive all distributions from the CDE and from which the Fund Borrower will make payments pursuant hereto.

"Fund Lender" has the meaning given to that term in the introductory paragraph of this Fund Loan Agreement.

"Fund Loan" means the loan from Fund Lender to Fund Borrower in the original principal amount of Nineteen Million Six Hundred Nine Thousand Six Hundred Forty-Five and No/100 Dollars ($19,609,645).

"Fund Loan Documents" means, collectively, each and every agreement, document and instrument now or hereafter executed in connection with this Fund Loan Agreement or evidencing or securing the Fund Loan as the same may from time to time be modified, amended, restated or replaced, including, without limitation, the following loan documents:

(a) this Fund Loan Agreement;

(b) the Fund Note;

(c) the Fund Pledge Agreement; and

(d) the UCC-1 Financing Statement.

"Fund Manager" means Community Development Properties New Markets MM, Inc., a Delawarecorporation.

"Fund Note" means that certain Promissory Note in the principal amount of Nineteen Million Six Hundred Nine Thousand Six Hundred Forty-Five and No/100 Dollars ($19,609,645) made by Fund Borrower payable to Fund Lender dated the date hereof.

"Fund Obligations" means the principal of and ' interest on the Fund Loan outstanding pursuant to the Fund Note and all fees and other amounts (other than principal and interest) due and owing to the Fund Lender under the Fund Loan Documents. Interest shall include any interest that accrues after the commencement of an Insolvency Proceeding with respect to the Fund Borrower, or that would accrue, but for the commencement of such proceeding, whether or not allowed as a claim in such Insolvency Proceeding.

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"Fund Pledge Agreement" means that certain Fund Pledge Agreement between the Fund Borrower and Fund Lender dated the date of this agreement pursuant to which the Fund Borrower has granted a security interest in certain assets to Fund Lender.

"Fund Pledged Collateral" shall have the meaning given to it in the Fund Pledge Agreement.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

"Indemnity Agreements" means, collectively, (i) that certain NDC Indemnification Agreement of even date herewith by and among HEDC New Markets, Inc., a Delaware corporation, NDC CDE and JPMorgan Chase Bank, N.A. ("JPMC"); (ii) that certain Amended and Restated Indemnification Agreement (Brownfield CDE) of even date herewith by and among TBC Brownfield TC Investors, LLC, a Delaware limited liability company, Cherokee Investment Partners, LLC, a Delaware limited liability company, and JPMC; (iii) that certain Amended and Restated Indemnification Agreement (NCCLF CDE) of even date herewith by and among Northern California Community Loan Fund, a California nonprofit public benefit corporation, NCCLF CDE and JPMC; and (iv) that certain Indemnification Agreement (QALICB) by and among CDE Loan Borrower, NDC CDE, BR CDE and NCCLF CDE for the benefit of JPMC.

"Indemnity Payments" has the meaning set forth in Section 7.02(c) of this Fund Loan Agreement.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

"Interest Rate" means one-half of one percent (0.5%) per annum.

"Investor Member" means Chase Community Equity, LLC, a Delaware limited liability company, as the investor member of the Fund Borrower, and its successors and assigns.

"Lien Enforcement Action" shall mean (i) any action to foreclose on, take possession of, sell or otherwise realize (judicially or non-judicially) upon the Fund Pledged Collateral, or any rights or privileges attendant there to (including, without limitation, by set off), (ii) any action to assert ownership rights with respect to any of the Fund Pledged Collateral, or any rights or privileges attendant thereto, (iii) any action (judicially or non-judicially) to dissolve or liquidate the Fund Borrower, and/or (iv) the commencement of any legal proceedings to facilitate any of the actions described in clauses (i), (ii) or (iii) above.

"Material Adverse Effect" means a material adverse effect on (i) the Fund Borrower's good standing as a Delaware limited liability company, (ii) the ability of the Fund

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Borrower to perform its obligations under the Fund Loan Documents, (iii) the validity or enforceability of the Fund Loan Documents or the rights or remedies of the Fund Lender thereunder or (iv) any collateral securing the Fund Loan.

"Maturity Date" means the maturity date stated in the Fund Note.

"NMTC Compliance Period" means a period commencing on the date of funding of the first CDE Capital Contribution made by the Fund Borrower in a CDE and ending on the seventh anniversary of the date of funding of the last CDE Capital Contribution made by the Fund Borrower in a CDE.

"NMTC Program Requirements" has the meaning set forth in the Fund Agreement.

"Notice" means a writing containing the information required to be communicated to a Person and delivered in accordance with Section 8.09 of this Fund Loan Agreement.

"Payment Date!' has the meaning set forth in Section 3.02(a) of this Fund Loan Agreement.

"Person" means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, government, or any agency or political division thereof, or any other entity.

"Project" means the development, construction and renovation of that real property located at 1608 Las Plumas Avenue, San Jose, California 95113, for use as (i) a premier clean technology innovation, development and demonstration facility for emerging clean technology companies, (ii) a construction materials reuse/resale store, and (iii) a permanent household hazardous waste drop off faciiity to serve local residents.

"Qualified Low-Income Community Investment" or "QLICI" means a payment of capital, equity or principal as such term is defined in Section 45D of the Code.

"Qualified Equity Investment" or "QEI" means the CDE Capital Contribution when made as that term is defined in Section 45(D)(b) of the Code.

"State" means the State of California.

"UCC-1 Financing Statement" means that certain UCC-1 Financing Statement covering the certain assets pledged by the Fund Borrower to Fund Lender pursuant to the Fund Pledge Agreement to be filed with the Secretary of State of the State of California in order for Fund Lender to perfect its interest in such assets.

1.02. Other DefinitionalProvisions.

(a) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Fund Loan Agreement shall refer to this Fund Loan Agreement as a

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