Common use of Restrictions on the Use of NMTC Allocation Clause in Contracts

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the The Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 of this Allocation Agreement, (with respect subject to this any applicable restrictions in Section 3.3(b)) 3.3 of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings offerings, QALICB type, fees and markets served) set forth in the Allocation Application. (j) The Allocatee shall not make a QLICI in a QALICB where such QLICI proceeds are used, in whole or in part, to repay or refinance expenditures incurred by a debt or equity provider whose capital was used to fund the QEI, or are used to repay or refinance expenditures incurred by any Affiliate of such a debt or equity provider, except where: (i) the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate), that are directly attributable to the qualified business of the QALICB, and such expenditures were incurred no more than 24 months prior to the QLICI closing date; or (ii) no more than 5 percent of the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate) that are directly attributable to the qualified business of the QALICB. For purposes of this subsection, refinance includes transferring cash or property, directly or indirectly, to the debt or equity provider or an Affiliate of the debt or equity provider.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the The Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 of this Allocation Agreement, (with respect subject to this any applicable restrictions in Section 3.3(b)) 3.3 of this Allocation Agreement.) (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to and ensure that at least 85 percent of the extent that such uses QLICIs made under the NMTC Allocation are generally consistent with the strategies (including, but not limited to, the proposed product offerings offerings, QALICB type, fees and markets served) set forth in the Allocation Application. (j) The Allocatee shall not make a QLICI in a QALICB where such QLICI proceeds are used, in whole or in part, to repay or refinance expenditures incurred by a debt or equity provider whose capital was used to fund the QEI, or are used to repay or refinance expenditures incurred by any Affiliate of such a debt or equity provider, except where: (i) the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate), that are directly attributable to the qualified business of the QALICB, and such expenditures were incurred no more than 36 months prior to the QLICI closing date for QLICIs closed on or before to May 31, 2022 and 24 months prior to the QLICI closing date for QLICIs closed after May 31, 2022; or (ii) no more than 5 percent of the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate) that are directly attributable to the qualified business of the QALICB. For purposes of this subsection, refinance includes transferring cash or property, directly or indirectly, to the debt or equity provider or an Affiliate of the debt or equity provider.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(iiPart 1.45D-l(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(145D(b)(l) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB") that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) [If applicable, the ] The Allocatee shall not use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement.for the following activities: (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii1.45D- 1T(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A1.45D- 1T(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B1.45D-1T(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the The Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 of this Allocation Agreement, (with respect subject to this any applicable restrictions in Section 3.3(b)) 3.3 of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application. (j) The Allocatee shall not use the proceeds of a QEI to make a QLICI in a QALICB where such QLICI proceeds are used, in whole or in part, to repay or refinance expenditures incurred by a debt or equity provider whose capital was used to fund the QEI, or are used to repay or refinance expenditures incurred by any Affiliate of such a debt or equity provider, except where: (i) the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate), that are directly attributable to the qualified business of the QALICB, and such expenditures were incurred no more than 24 months prior to the QLICI closing date; or (ii) no more than 5% of the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate) that are directly attributable to the qualified business of the QALICB. For purposes of this subsection, refinance includes transferring cash or property, directly or indirectly, to the debt or equity provider or an Affiliate of the debt or equity provider.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall not use the proceeds of its Qualified Equity Investments as directed for the activities listed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii1.45D-1T(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A1.45D-1T(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B1.45D-1T(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii1.45D-1 (c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(145D(b)(l) and 26 C.F.R. 1.45D-1(c)(4)(i)(A1.45D-l(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B1.45D-1 (c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B1.45D-l(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this tins Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall not use the proceeds of its Qualified Equity Investments as directed for the activities listed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s 's prior written approval. (d) Pursuant to IRC § Section 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii1.45D-1T(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § Section 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A1.45D-1T(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(BC.F.R. 1. 45D-1T(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. . (i) The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) . The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.Section

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the CDFI Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the CDFI Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. Part 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. Part 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. Part 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1i) costs in connection with new construction located on such property; (2ii) costs in connection with the substantial rehabilitation of such property; (3iii) costs in connection with the acquisition and substantial rehabilitation of such property; (4iv) acquisition costs in connection with new construction; or (5v) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1i), (2ii), (3iii), and/or (4iv) of this paragraph. Except as provided in item (5v) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB”) that is controlled by (within the meaning of 26 C.F.R. PART 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”)an operating company, provided that: (1i) the principal business activity of the second QALICB operating company is not the rental to others of real property; and (2ii) the second QALICB operating company will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application. (j) The Allocatee shall not use the proceeds of a QEI to make a QLICI in a QALICB where such QLICI proceeds are used, in whole or in part, to repay or refinance expenditures incurred by a debt or equity provider whose capital was used to fund the QEI, or are used to repay or refinance expenditures incurred by any Affiliate of such a debt or equity provider, except where: (i) the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate), that are directly attributable to the qualified business of the QALICB, and such expenditures were incurred no more than 24 months prior to the QLICI closing date; or (ii) no more than 5% of the QLICI proceeds are used to repay or refinance documented reasonable expenditures of the debt or equity provider (or its Affiliate) that are directly attributable to the qualified business of the QALICB. For purposes of this subsection, refinance includes transferring cash or property, directly or indirectly, to the debt or equity provider or an Affiliate of the debt or equity provider.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s 's prior written approval. (d) Pursuant to IRC § Section 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § Section 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(BC.F.R. 1. 45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: : (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; (4) acquisition costs in connection with new construction; or (5) take-out financing for a loan, equity investment, or other financing, the proceeds of which were used for items (1), (2), (3), and/or (4) of this paragraph. Except as provided in item (5) of this paragraph, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “"first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with another QALICB (the “"second QALICB”"), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.

Restrictions on the Use of NMTC Allocation. (a) The Allocatee shall not use its NMTC Allocation in a manner other than as authorized herein, unless the Allocatee consults with and obtains the prior written approval of the Fund, which approval shall not be unreasonably withheld. (b) If applicable, the Allocatee shall use the proceeds of its Qualified Equity Investments as directed in Schedule 1 (with respect to this Section 3.3(b)) of this Allocation Agreement. (c) The Allocatee shall not transfer any portion of a NMTC Allocation to any Subsidiary, except those Subsidiaries listed in Section 3.2(c) of this Allocation Agreement, without the Fund’s prior written approval. (d) Pursuant to IRC § 45D(b)(2) and 26 C.F.R. 1.45D-1(c)(4)(ii), the Allocatee may not designate Equity Investments that it issues as Qualified Equity Investments in an amount that exceeds the total amount of its NMTC Allocation. (e) Pursuant to IRC § 45D(b)(1) and 26 C.F.R. 1.45D-1(c)(4)(i)(A), the Allocatee may not designate any Equity Investment that it issues as a Qualified Equity Investment if such investment is issued by the Allocatee more than five (5) years after the Allocation Date. (f) Pursuant to 26 C.F.R. 1.45D-1(c)(4)(i)(B), the Allocatee may not designate an Equity Investment that it issues to another CDE as a Qualified Equity Investment if the CDE making the investment has received an NMTC Allocation. (g) A taxpayer that makes a Qualified Equity Investment in the Allocatee may not receive a Bank Enterprise Award Program award in addition to NMTCs for making the same Equity Investment in the Allocatee. (h) The Allocatee may not use the proceeds of its Qualified Equity Investments to make loans to or investments in QALICBs whose principal business activity is the rental to others of real property unless the proceeds of the loan or investment are primarily used for: (1) costs in connection with new construction located on such property; (2) costs in connection with the substantial rehabilitation of such property; (3) costs in connection with the acquisition and substantial rehabilitation of such property; or (4) acquisition costs in connection with new construction; or (5) take-out financing for a loanthe construction, equity investment, substantial rehabilitation or other financing, the proceeds acquisition and substantial rehabilitation of which were used for items (1), (2), (3), and/or (4) of this paragraphsuch property. Except as provided in item (54) of this paragraphthe preceding sentence, the proceeds of such loans and investments may not be used to re-finance or otherwise pay off an existing loan mortgage on the property. The restriction of this Section 3.3(h) does not apply to any loan to or investment in a QALICB (the “first QALICB) that is controlled by (within the meaning of 26 C.F.R. 1.45D-1(d)(6)(ii)(B)) or under common control with by another QALICB (the “second QALICB”), provided that: (1) the principal business activity of the second QALICB is not the rental to others of real property; and (2) the second QALICB will be the primary user of all of the real property owned by the first QALICB. (i) The Allocatee shall use the NMTC Allocation as authorized in Section 3.2 of this Allocation Agreement, but only to the extent that such uses are generally consistent with the strategies (including, but not limited to, the proposed product offerings and markets served) set forth in the Allocation Application.