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WHEREAS, Sentara Health, formerly known as Sentara Healthcare (“Sentara”),
provided the Project Owner with construction to permanent financing for the Project, in the
original amount of up to $6,005,028.00 (the “Sentara Loan”), which is evidenced by a certain
Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing from the
Borrower for the benefit of Sentara, dated as November 29, 2022 and recorded in the Records as
Instrument Number 220021316, and a Construction and Term Loan Agreement by and between
the Project Owner and Sentara, dated as of November 29, 2022, as amended by that certain First
Amendment to the Construction and Term Loan Agreement, dated as of December 29, 2022 (as
amended, the “Sentara Loan Agreement”), extending the Completion Date and Conversion (as
both terms are defined in the Sentara Loan Agreement); and
WHEREAS, the Project Owner and Sentara desire to further extend the Completion Date
and Conversion to on or before December 31, 2026, and as may be further needed to effectuate
the Conversion (the “Conversion Deadline Extension”); and
WHEREAS, upon Conversion, the Sentara Loan will convert to a permanent loan and
move to first lien position; and
WHEREAS, The Virginia Department of Housing and Community Development
(“DHCD”) has committed to provide permanent funding to the Project Owner through three
permanent loans to NNRHA, which NNRHA will in turn loan to the Project Owner, from the
following funding sources:
(1) Virginia Housing Trust Fund through the Virginia Department of Housing and
Community Development (“DHCD”) in the original principal amount of $700,000.00
to be secured by a deed of trust recorded against the Property (the “VHTF Loan”);
(2) Housing Innovative in Energy Efficiency through DHCD in the original amount of
$2,000.000.00 to be secured by a deed of trust recorded against the Property (the
“HIEE Loan”); and
(3) National Housing Trust Fund through DHCD in the original principal amount of
$2.000.000.00 to be secured by a deed of trust recorded against the Property (the
“NHTF Loan” and, together with VHTF Loan and HIEE Loan, the “DHCD Loans”);
WHEREAS, the managing member of Project Owner, Tax Credit Investor and RBC
Community Investments Manager II, Inc. are parties to Project Owner’s Amended and Restated
Operating Agreement entered into as of November 1, 2022 (the “Project Operating
Agreement”);
WHEREAS, the Project Operating Agreement was amended by that certain First Amendment to
the Amended and Restated Operating Agreement dated as of December 22, 2022, that certain
Assignment and Assumption of Membership Interest dated December 23, 2022, and that certain
Second Amendment to the Amended and Restated Operating Agreement dated as of June 1, 2026,
and will be further amended pursuant to a certain Third Amendment to the Amended and Restated
Operating Agreement dated as of substantially even date herewith (collectively, the “Project
Operating Agreement Amendments”); andJump to an indexed page (62 of 62)