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<br />Little Canada-Lupe - Borrower Loan Agreement - LC Apartments(199386221.3) - 5/12/2026 6:38:21 PM
<br />Section 10.10 Governing Law. This Agreement shall be governed by, and construed in
<br />accordance with, the Legal Requirements of the State without reference to its principles of conflicts of law.
<br />Section 10.11 Headings. Section headings in this Agreement are included herein for convenience
<br />of reference only and shall not constitute a part of this Agreement for any other purpose.
<br />Section 10.12 Sale of Governmental Note and Secondary Market Transaction.
<br />(a) At the Controlling Person or Funding Lender’s request (to the extent not already
<br />required to be provided by the Borrower under this Agreement), the Borrower shall use reasonable efforts
<br />to satisfy the market standards to which the Controlling Person or Funding Lender customarily adheres or
<br />which may be reasonably required in the marketplace or by the Controlling Person or Funding Lender in
<br />connection with obtaining a rating or one or more sales or assignments of all or a portion of the
<br />Governmental Note or participations therein or securitizations of single or multi-class securities (the
<br />“Securities”) secured by or evidencing ownership interests in all or a portion of the Governmental Note
<br />(each such sale, assignment and/or securitization, a “Secondary Market Transaction”); provided that neither
<br />the Borrower nor the Governmental Lender shall incur any third party or other out-of-pocket costs and
<br />expenses in connection with a Secondary Market Transaction, including the costs associated with the
<br />delivery of any Provided Information or any opinion required in connection therewith, and all such costs
<br />including, without limitation, any costs associated with receiving a rating on the Governmental Note, shall
<br />be paid by the Controlling Person or Funding Lender, and shall not materially modify Borrower’s rights or
<br />obligations. Without limiting the generality of the foregoing, the Borrower and the Governmental Lender
<br />shall, so long as the Borrower Loan is still outstanding:
<br />(i) (1) provide financial and other information with respect to the
<br />Governmental Note, and with respect to the Project Facilities, the Borrower, the General
<br />Partner, the Managing Agent, or the contractor of the Project Facilities, (2) provide
<br />financial statements, audited, if available, relating to the Project Facilities with customary
<br />disclaimers for any forward looking statements or lack of audit, and (3) at the expense of
<br />the Controlling Person or Funding Lender, perform or permit or cause to be performed or
<br />permitted such site inspection, appraisals, surveys, market studies, environmental reviews
<br />and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports, termite and other
<br />insect infestation reports and other due diligence investigations of the Project Facilities, the
<br />Borrower, General Partner, Guarantor, Managing Agent, Contractor and other third parties
<br />in connection with the Governmental Note, as may be reasonably requested from time to
<br />time by the Controlling Person or Funding Lender or the Rating Agencies or as may be
<br />necessary or appropriate in connection with a Secondary Market Transaction or Exchange
<br />Act requirements (the items provided to the Controlling Person or Funding Lender pursuant
<br />to this paragraph (i) and the other information provided pursuant to this Agreement and the
<br />other Funding Loan Documents used in connection with a Secondary Market Transaction
<br />being called the “Provided Information”), together, if customary, with appropriate
<br />verification of and/or consents to the Provided Information through letters of auditors or
<br />opinions of counsel of independent attorneys acceptable to the Controlling Person or
<br />Funding Lender and the Rating Agencies;
<br />(ii) make such representations and warranties as of the closing date of any
<br />Secondary Market Transaction with respect to the Project Facilities, the Borrower, General
<br />Partner, Guarantor, Managing Agent, Contractor or other third parties and the Funding
<br />Loan Documents reasonably acceptable to the Controlling Person or Funding Lender,
<br />consistent with the facts covered by such representations and warranties as they exist on
<br />the date thereof, including a “bringdown” of the representations and warranties contained
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