Common use of CDLAC Requirements Clause in Contracts

CDLAC Requirements. In addition to other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 hereof, the Owner hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 31, as follows: (a) The Owner shall comply with the CDLAC Resolution and the CDLAC Conditions set forth in Exhibit A thereto (collectively, the “CDLAC Conditions”), which conditions are incorporated herein by reference and made a part hereof. The Owner will prepare and submit to the Governmental Lender: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to the terms of the CDLAC Conditions; (ii) a Certificate of Completion, in substantially the form attached hereto as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner. Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, are the responsibility of the Owner to report to the Governmental Lender. (b) The Owner acknowledges that the Governmental Lender shall monitor the Owner’s compliance with the terms of the CDLAC Conditions. The Owner acknowledges that the Governmental Lender will prepare and submit to CDLAC, not later than March 1 of each year, until the Project is completed, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Self-Certification Certificate in the form provided by CDLAC. The Owner will cooperate fully with the Governmental Lender in connection with such monitoring and reporting requirements. (c) Except as otherwise provided in Section 13 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) of the units in the Project are first occupied or otherwise after the commencement of the Qualified Project Period. (d) The Owner shall notify CDLAC in writing of: (i) any change in ownership of the Project; (ii) any change in the issuer of the Governmental Lender Notes; (iii) any change in the name of the Project or the property manager; (iv) any default under the Funding Loan Agreement, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Notes, and the income and rental requirements as provided in Sections 4 and 5 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Owner after the Delivery Date, at any time, that are not more restrictive than the original CDLAC Conditions; provided however, that: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx of a regulatory agreement between the Owner and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions to any change in terms and conditions requested by the Owner and approved by CDLAC. The Governmental Lender may, in its sole and absolute discretion, require the Owner to enter into an amendment to this Regulatory Agreement reflecting the revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records of the County of Santa Xxxxx. The Owner shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal law.

CDLAC Requirements. In addition to other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 9 hereof, the Owner hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 3130, as follows: (a) The Owner shall comply with the CDLAC Resolution and the CDLAC Conditions set forth in Exhibit A thereto (collectively, the “CDLAC Conditions”), which conditions are incorporated herein by reference and made a part hereof. The Owner will prepare and submit to the Governmental LenderIssuer: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to the terms of the CDLAC Conditions; (ii) a Certificate of Completion, in substantially the form attached hereto as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner. . (b) Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, are the responsibility of the Owner to report to the Governmental LenderIssuer. (bc) The Owner acknowledges that the Governmental Lender Issuer shall monitor the Owner’s compliance with the terms of the CDLAC Conditions. The Owner acknowledges that the Governmental Lender Issuer will prepare and submit to CDLAC, not later than March 1 of each year, until the Project is completed, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Self-Certification Certificate in the form provided by CDLAC. The Owner will cooperate fully with the Governmental Lender Issuer in connection with such monitoring and reporting requirements. (cd) Except as otherwise provided in Section 13 16 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) of the units in the Project are first occupied or otherwise after the commencement of the Qualified Project Period. (de) The Owner shall notify CDLAC in writing of: (i) any change in ownership of the Project; (ii) any change in the issuer of the Governmental Lender NotesBonds; (iii) any change in the name of the Project or the property manager; (iv) any default under the Funding Loan AgreementIndenture, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental NotesBonds, and the income and rental requirements as provided in Sections 4 and 5 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (e) . CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Owner after the Delivery Closing Date, at any time, that are not more restrictive than the original CDLAC Conditions; provided however, that, with the prior written consent of the Borrower, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx Orange of a regulatory agreement between the Owner and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions to any change in terms and conditions requested by the Owner and approved by CDLAC. The Governmental Lender Issuer may, in its sole and absolute discretion, require the Owner to enter into an amendment to this Regulatory Agreement reflecting the revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records of the County of Santa XxxxxOrange. The Owner shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 30 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 30 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender Issuer has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes Bonds for federal income tax purposes; and (ii) any requirement of this Section 31 30 shall be void and of no force and effect if the Governmental Lender Issuer and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes Bonds to cease to be Tax- Tax-Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal law.

CDLAC Requirements. In addition to the other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 2 through 6 hereof, the Owner hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 3127, as follows: (a) The Owner shall comply with the CDLAC Resolution No. adopted on January 16, 2019, attached hereto as Exhibit F (the “CDLAC Resolution”) and the CDLAC Conditions conditions set forth in Exhibit A thereto (collectively, collectively the “CDLAC ConditionsRequirements”), which conditions are incorporated herein by reference and made a part hereof. . (b) The Owner will prepare and submit to the Governmental Lender: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such acknowledges that the next succeeding year City shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of monitor the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to ’s compliance with the terms of the CDLAC Conditions; (ii) a Certificate of Completion, Requirements. The Owner will cooperate fully with the City in substantially the form attached hereto connection with such monitoring and reporting requirements as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Ownerherein. Compliance with the terms of the CDLAC Conditions Requirements not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, Requirements are the responsibility of the Owner to report to the Governmental LenderCity. (bi) The Owner acknowledges that will prepare and submit to the Governmental Lender shall monitor the Owner’s compliance with City a Certificate of CDLAC Program Compliance pursuant to the terms of the CDLAC ConditionsRequirements. The Owner acknowledges that the Governmental Lender Owner will prepare and submit to CDLACthe City, not later than March February 1 of each year, until the Project is completedBorrower has submitted to the City and CDLAC a Completion Certificate, and on February 1 every three (3) years thereafter until the end of the term of the CDLAC Requirements, a Certificate of CDLAC Program Compliance in substantially the form attached hereto as Exhibit G, executed by an Authorized Owner Representative. (ii) The Owner shall prepare and deliver an “On-going Compliance Self-Certification” form pursuant to the terms of the CDLAC Requirements. The Owner acknowledges that the Owner will prepare and submit to the City, not later than February 1 of each year until the Owner has submitted to the City and CDLAC a Completion Certificate, and on March 1 every three (3) years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Periodterm of the CDLAC Requirements, a Self-Certification Certificate form in the form provided by CDLAC. The . (iii) Within thirty (30) days following the completion of the Project, the Owner will cooperate fully with prepare and submit to the Governmental Lender in connection with such monitoring City, the Owner, CDLAC and reporting requirementsthe Lender, a Completion Certificate, executed by an Authorized Owner Representative, certifying among other things to the substantial completion of the Project. (c) Except as otherwise provided in Section 13 12 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 (55) fifty-five years after the date on which at least fifty percent (50%) % of the units in the Project are first occupied or otherwise after the commencement of such later date as the Qualified Project PeriodPeriod shall begin, as required by the CDLAC Requirements. (d) The Owner shall notify CDLAC in writing of: (i) any change in ownership of the Project; , (ii) any change in the issuer of the Governmental Lender Notes; Bonds, (iii) any change in the name of the Project or the property Project manager; , (iv) any default under the Funding Loan AgreementIndenture, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Notes, Bonds and the income and rental requirements as provided in Sections 4 and 5 hereof this Regulatory Agreement and the CDLAC Conditions; Requirements, or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions Requirements to the Owner after the Delivery Closing Date, at any time, that are not more restrictive than the original CDLAC ConditionsRequirements; provided however, that, with the prior written consent of the Lender, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions Requirements prior to the recordation against the Project in the real property records of the County of Santa Xxxxx San Francisco, California, of a regulatory agreement between the Owner and CTCAC (the California Tax Credit Allocation Committee (“TCAC CTCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions Requirements to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC CTCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions Requirements shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions Requirements to any change in terms and conditions requested by the Owner and approved by CDLAC. The Governmental Lender mayOwner shall record or cause to be recorded in the real property records of the County of San Francisco, in its sole and absolute discretionCalifornia, require the Owner to enter into an amendment to this Regulatory Agreement reflecting the containing such revised CDLAC ConditionsRequirements, which amendment shall be executed by the parties hereto or their successor in title and duly recorded pay any expenses in the official real estate records of the County of Santa Xxxxxconnection therewith. The Owner shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal lawRequirements.

CDLAC Requirements. In addition to other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 hereof, the The Owner hereby agrees to comply with each the more stringent of the requirements of CDLAC set forth in this Section 31Sections 4, as follows: (a) 5, 6 and 7 hereof. The Owner hereby agrees that the acquisition, development, construction, equipping and operation of the Project and the financing thereof is and shall comply be in compliance with the CDLAC Resolution and the CDLAC Conditions conditions set forth in Exhibit A thereto to CDLAC Resolution No. [ ], adopted on [DATE], attached hereto as Exhibit F (collectively, the “CDLAC ConditionsResolution”), which conditions (the “CDLAC Requirements”) are incorporated herein by reference and are made a part hereof. The As required by Section 4(f) above, and as otherwise requested by CDLAC, the Owner will shall prepare and submit to the Governmental Lender: Issuer (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification Certificate of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”)D hereto, executed by an authorized representative of Authorized Owner Representative, accompanied, by the Owner; such certificate set forth at Exhibit G hereto prior to and in connection with the Completion Date, as required by CDLAC Compliance Certificate shall be prepared pursuant to the terms of the CDLAC Conditions; and (ii) a Certificate of Completion, in substantially the such other form attached hereto or forms as Exhibit F or otherwise may be required or provided by CDLAC from time related to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner. Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, are the responsibility of the Owner to report to the Governmental Lender. (b) The Owner acknowledges that the Governmental Lender shall monitor the Owner’s compliance with the terms of the CDLAC Conditions. The Owner acknowledges that will promptly provide any information requested by the Governmental Lender will prepare Issuer in order for the Issuer to complete any Annual Applicant Public Benefit and submit to CDLAC, not later than March 1 of each year, until the Project is completed, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such threeOn-year period) until the end of the going Compliance Period, a Self-Self Certification Certificate in the form provided by CDLAC. The Owner will cooperate fully with the Governmental Lender in connection with such monitoring and reporting requirements. (c) Except as otherwise provided in Section 13 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) of the units in the Project are first occupied or otherwise after to comply with any regulations of CDLAC applicable to the commencement of CDLAC Resolution, the Qualified Project Period. (d) The Owner shall notify CDLAC in writing of: (i) any change in ownership of Conditions or the Project; (ii) any change in the issuer of the Governmental Lender Notes; (iii) any change in the name of the Project or the property manager; (iv) any default under the Funding Loan Agreement, the Borrower Loan Agreement or this Regulatory Agreement, including, including but not limited to, such defaults associated with the Tax-Exempt status to Section 5144 of the Governmental Notes, and the income and rental requirements as provided in Sections 4 and 5 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Owner after the Delivery Date, at any time, that are not more restrictive than the original CDLAC Conditions; provided however, that: (i) any changes in the terms and conditions Article 11 of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx of a regulatory agreement between the Owner and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions to any change in terms and conditions requested by the Owner and approved by CDLACregulations. The Governmental Lender may, requirements of this Section may be waived in writing by CDLAC in its sole and absolute discretion, require without the Owner to enter into an amendment to this Regulatory Agreement reflecting the revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records consent of the County of Santa XxxxxIssuer. The Owner CDLAC and the Issuer each shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting have the revised CDLAC Conditions. Any of right (but not the foregoing requirements of obligation) to enforce the CDLAC Conditions contained and to pursue an action for specific performance or other available remedy at law or in this Section 31 may be expressly waived by CDLACequity, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel provided that any such provision is action or remedy shall not required by materially adversely affect the Act interests and may be waived without adversely affecting rights of the exclusion from gross income owner or owners of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal lawBonds.

CDLAC Requirements. In addition to the other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 2 through 6 hereof, the Owner hereby xxxxxx agrees to comply with each of the requirements of CDLAC set forth in this Section 3127, as follows: (a) The Owner shall comply with the CDLAC Resolution No. 20-192 adopted on , attached hereto as Exhibit F (the “CDLAC Resolution”) and the CDLAC Conditions conditions set forth in Exhibit A thereto (collectively, collectively the “CDLAC ConditionsRequirements”), which conditions are incorporated herein by reference and made a part hereof. . (b) The Owner will prepare and submit to the Governmental Lender: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such acknowledges that the next succeeding year City shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of monitor the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to ’s compliance with the terms of the CDLAC Conditions; (ii) a Certificate of Completion, Requirements. The Owner will cooperate fully with the City in substantially the form attached hereto connection with such monitoring and reporting requirements as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Ownerherein. Compliance with the terms of the CDLAC Conditions Requirements not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, Requirements are the responsibility of the Owner to report to the Governmental LenderCity. (bi) The Owner acknowledges that will prepare and submit to the Governmental Lender shall monitor the Owner’s compliance with City a Certificate of CDLAC Program Compliance pursuant to the terms of the CDLAC ConditionsRequirements. The Owner acknowledges that the Governmental Lender Owner will prepare and submit to CDLACthe City, not later than March February 1 of each year, until the Project is completedBorrower has submitted to the City and CDLAC a Completion Certificate, and on February 1 every three (3) years thereafter until the end of the term of the CDLAC Requirements, a Certificate of CDLAC Program Compliance in substantially the form attached hereto as Exhibit G, executed by an Authorized Owner Representative. (ii) The Owner shall prepare and deliver an “On-going Compliance Self-Certification” form pursuant to the terms of the CDLAC Requirements. The Owner acknowledges that the Owner will prepare and submit to the City, not later than February 1 of each year until the Owner has submitted to the City and CDLAC a Completion Certificate, and on March 1 every three (3) years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Periodterm of the CDLAC Requirements, a Self-Certification Certificate form in the form provided by CDLAC. The . (iii) Within thirty (30) days following the completion of the Project, the Owner will cooperate fully with prepare and submit to the Governmental Lender in connection with such monitoring City, the Fiscal Agent, CDLAC and reporting requirementsthe Lender, a Completion Certificate, executed by an Authorized Owner Representative, certifying among other things to the substantial completion of the Project. (c) Except as otherwise provided in Section 13 12 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 (75) seventy-five years after the date on which at least fifty percent (50%) % of the units in the Project are first occupied or otherwise after the commencement of such later date as the Qualified Project PeriodPeriod shall begin, as required by the CDLAC Requirements. (d) The Owner shall notify CDLAC in writing of: (i) any change in ownership of the Project; , (ii) any change in the issuer of the Governmental Lender Notes; Bonds, (iii) any change in the name of the Project or the property Project manager; , (iv) any default under the Funding Loan Agreement, the Borrower Project Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Notes, Tax-Exempt Note and the income and rental requirements as provided in Sections 4 and 5 hereof this Regulatory Agreement and the CDLAC Conditions; Requirements, or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions Requirements to the Owner after the Delivery Closing Date, at any time, that are not more restrictive than the original CDLAC ConditionsRequirements; provided however, that, with the prior written consent of the Lender, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions Requirements prior to the recordation against the Project in the real property records of the County of Santa Xxxxx San Francisco, California, of a regulatory agreement between the Owner and CTCAC (the California Tax Credit Allocation Committee (“TCAC CTCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions Requirements to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC CTCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions Requirements shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions Requirements to any change in terms and conditions requested by the Owner and approved by CDLAC. The Governmental Lender mayOwner shall record or cause to be recorded in the real property records of the County of San Francisco, in its sole and absolute discretionCalifornia, require the Owner to enter into an amendment to this Regulatory Agreement reflecting the containing such revised CDLAC ConditionsRequirements, which amendment shall be executed by the parties hereto or their successor in title and duly recorded pay any expenses in the official real estate records of the County of Santa Xxxxxconnection therewith. The Owner shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal lawRequirements.

CDLAC Requirements. In addition to other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 4, 4A, 5 and 5 6 hereof, the Owner Borrower hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 317, as follows: (a) The Owner Borrower shall comply with the CDLAC Resolution Resolutions attached hereto as Exhibits G and H and the CDLAC Conditions set forth in Exhibit Exhibits A thereto (collectively, the “CDLAC Conditions”), which conditions are incorporated herein by reference and made a part hereof. The Owner Borrower will prepare and submit to the Governmental Lender: (i) , not later than February 1 of each year, until the Project is Projects are completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification Certificate of Compliance II 11 for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E required or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”)time, executed by an authorized representative of the Owner; such CDLAC Borrower. Such Certificate of Compliance Certificate 11 for Qualified Residential Rental Projects shall be shall be prepared pursuant to the terms of the CDLAC Conditions; (ii) . Additionally, the Borrower will prepare and submit to the Governmental Lender, a Certificate of Completion, in substantially the form attached hereto as Exhibit F required or otherwise required or provided by CDLAC from time to time after the date hereoftime, executed by an authorized representative of the Owner Borrower certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission construction of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the OwnerProject. Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, Conditions are the responsibility of the Owner Borrower to report to the Governmental Lender. (b) The Owner Borrower acknowledges that the Governmental Lender shall and the Administrator will monitor or cause to be monitored the OwnerBorrower’s compliance with the terms of the CDLAC Conditions. The Owner Borrower acknowledges that the Governmental Lender will prepare and submit to CDLAC, not later than March 1 of each year, year until the Project is construction of the Projects are completed, and on March 1 of every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Self-Certification Certificate in the form provided by CDLAC. The Owner Borrower will cooperate fully with the Governmental Lender in connection with such monitoring and reporting requirements. (c) Except as otherwise provided in Section 13 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) of the units in the Project Projects are first occupied or otherwise after the commencement of the Qualified Project Period. (d) The Owner Borrower shall notify CDLAC in writing of: (i) any change in ownership of the Project; , (ii) any change in the issuer of the Governmental Lender Notes; Lender, (iii) any change in the name of the Project or the property managerManager; (iv) any material default under the Funding Loan Agreement, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Tax-Exempt Notes, and the income and rental requirements as provided in Sections 4 and 5 6 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Owner Borrower after the Delivery Date, Note D Closing Date at any time, time that are not more restrictive than the original CDLAC Conditionsconditions; provided however, that, with the prior written consent of the Bank, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx of a regulatory agreement between the Owner and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner Borrower or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions as specified in CDLAC Resolution No. 17- , to any change in such terms and conditions requested by the Owner Borrower and approved by CDLAC. The Governmental Lender may, Borrower shall record or cause to be recorded in its sole and absolute discretion, require the Owner to enter into real property records of the County an amendment to this Regulatory Agreement reflecting the containing such revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records of the County of Santa Xxxxx. The Owner shall pay any costs and expenses in connection therewith and therewith. The Borrower shall provide CDLAC with a copy of that recorded amendment reflecting relecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 29 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 7 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Tax Counsel that any such provision is not required by the Act or the Code and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Tax-Exempt Notes for federal income tax purposes; and (ii) any requirement of this Section 31 7 shall be void and of no force and effect if the Governmental Lender and the Owner Borrower receive a written opinion of Bond Tax Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Tax-Exempt Notes to cease to be Tax- Tax-Exempt or to the effect that compliance with such requirement would be in conflict with the Act Act, the Code or any other state State or federal law.

CDLAC Requirements. In addition to the other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 2 through 6 hereof, the Owner hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 3127, as follows:follows:‌ (a) The Owner shall comply with the CDLAC Resolution No. adopted on July 18, 2018, attached hereto as Exhibit F (the “CDLAC Resolution”) and the CDLAC Conditions conditions set forth in Exhibit A thereto (collectively, collectively the “CDLAC ConditionsRequirements”), which conditions are incorporated herein by reference and made a part hereof. . (b) The Owner will prepare and submit to the Governmental Lender: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such acknowledges that the next succeeding year City shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of monitor the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to ’s compliance with the terms of the CDLAC Conditions; (ii) a Certificate of Completion, Requirements. The Owner will cooperate fully with the City in substantially the form attached hereto connection with such monitoring and reporting requirements as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Ownerherein. Compliance with the terms of the CDLAC Conditions Requirements not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, Requirements are the responsibility of the Owner to report to the Governmental LenderCity. (bi) The Owner acknowledges that will prepare and submit to the Governmental Lender shall monitor the Owner’s compliance with City a Certificate of CDLAC Program Compliance pursuant to the terms of the CDLAC ConditionsRequirements. The Owner acknowledges that the Governmental Lender Owner will prepare and submit to CDLACthe City, not later than March February 1 of each year, until the Project is completedBorrower has submitted to the City and CDLAC a Completion Certificate, and on February 1 every three (3) years thereafter until the end of the term of the CDLAC Requirements, a Certificate of CDLAC Program Compliance in substantially the form attached hereto as Exhibit G, executed by an Authorized Owner Representative. (ii) The Owner shall prepare and deliver an “On-going Compliance Self-Certification” form pursuant to the terms of the CDLAC Requirements. The Owner acknowledges that the Owner will prepare and submit to the City, not later than February 1 of each year until the Owner has submitted to the City and CDLAC a Completion Certificate, and on March 1 every three (3) years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Periodterm of the CDLAC Requirements, a Self-Certification Certificate form in the form provided by CDLAC. The . (iii) Within thirty (30) days following the completion of the Project, the Owner will cooperate fully with prepare and submit to the Governmental Lender in connection with such monitoring City, the Trustee, CDLAC and reporting requirementsthe Lender, a Completion Certificate, executed by an Authorized Owner Representative, certifying among other things to the substantial completion of the Project. (c) Except as otherwise provided in Section 13 12 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 (55) fifty-five years after the date on which at least fifty percent (50%) % of the units in the Project are first occupied or otherwise after the commencement of such later date as the Qualified Project PeriodPeriod shall begin, as required by the CDLAC Requirements. (d) The Owner shall notify CDLAC in writing of: (i) any change in ownership of the Project; , (ii) any change in the issuer of the Governmental Lender Notes; Bonds, (iii) any change in the name of the Project or the property Project manager; , (iv) any default under the Funding Loan AgreementIndenture, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Tax- Exempt status of the Governmental Notes, Bonds and the income and rental requirements as provided in Sections 4 and 5 hereof this Regulatory Agreement and the CDLAC Conditions; Requirements, or (v) termination of this Regulatory Agreement. (e) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions Requirements to the Owner after the Delivery Closing Date, at any time, that are not more restrictive than the original CDLAC ConditionsRequirements; provided however, that, with the prior written consent of the Lender, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions Requirements prior to the recordation against the Project in the real property records of the County of Santa Xxxxx San Francisco, California, of a regulatory agreement between the Owner and CTCAC (the California Tax Credit Allocation Committee (“TCAC CTCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions Requirements to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC CTCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions Requirements shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions Requirements to any change in terms and conditions requested by the Owner and approved by CDLAC. The Governmental Lender mayOwner shall record or cause to be recorded in the real property records of the County of San Francisco, in its sole and absolute discretionCalifornia, require the Owner to enter into an amendment to this Regulatory Agreement reflecting the containing such revised CDLAC ConditionsRequirements, which amendment shall be executed by the parties hereto or their successor in title and duly recorded pay any expenses in the official real estate records of the County of Santa Xxxxxconnection therewith. The Owner shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal lawRequirements.

CDLAC Requirements. In addition to other requirements set forth herein The acquisition, rehabilitation and to the extent not prohibited by the requirements set forth in Sections 4 and 5 hereof, the Owner hereby agrees to comply with each operation of the requirements of CDLAC set forth Project and the financing thereof are and shall be in this Section 31, as follows: (a) The Owner shall comply compliance with the CDLAC Resolution and the CDLAC Conditions conditions set forth in Exhibit A thereto to the CDLAC Resolution (collectively, the “CDLAC Conditions”), as it may be amended, which conditions are incorporated herein by reference and are made a part hereof; provided, however, the Governmental Lender shall have no obligation under this Regulatory Agreement to monitor and enforce the Borrower’s compliance with the CDLAC Conditions. The Owner will Borrower shall prepare and submit to CDLAC (with a copy to the Governmental Lender: (i) not later than February 1 of each year), until at the Project is completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Periodtimes required by CDLAC, a Certification Certificate of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E B hereto (or otherwise required or provided by in such other form as CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”may require), executed by an authorized representative of the Owner; such CDLAC Compliance Certificate shall be prepared pursuant to the terms of the CDLAC Conditions; (ii) a Certificate of Completion, in substantially the form attached hereto as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner. Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, are the responsibility of the Owner to report to the Governmental LenderBorrower. (ba) The Owner acknowledges that the Governmental Lender shall monitor the Owner’s compliance with the terms of the CDLAC Conditions. The Owner acknowledges that the Governmental Lender will prepare and submit to CDLAC, not later than March 1 of each year, until the Project is completed, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Self-Certification Certificate in the form provided by CDLAC. The Owner will cooperate fully with the Governmental Lender in connection with such monitoring and reporting requirements. (c) Except as otherwise provided in Section 13 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) 49 of the units in the Project are first occupied be restricted for a term of 55 years, 15 of which units must be rented or otherwise after the commencement held vacant and available for rental for persons or families whose income is at 50% or below of the Qualified Project PeriodArea Median Gross Income, and 34 of which units must be rented or held vacant and available for rental by persons or families whose income is at 60% or below of Area Median Gross Income. (db) The Owner shall notify CDLAC in writing of: (i) any change in ownership A minimum of $1,200,468 of public funds will be expended for the Project; (ii) any change in the issuer of the Governmental Lender Notes; (iii) any change in the name of the Project or the property manager; (iv) any default under the Funding Loan Agreement, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Notes, and the income and rental requirements as provided in Sections 4 and 5 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (ec) CDLAC shall have the rightThe Project must meet certain sustainable building standards utilizing certain landscaping and rehabilitation materials, but not the obligation, to deliver revised CDLAC Conditions to the Owner after the Delivery Date, at any time, that are not as more restrictive than the original CDLAC Conditions; fully provided however, that: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx of a regulatory agreement between the Owner and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 paragraph 27 of Exhibit A to the CDLAC Conditions to Resolution. The Borrower will promptly provide any change in terms and conditions information reasonably requested by the Owner and approved by CDLACGovernmental Lender in order for the Governmental Lender to comply with any regulations of CDLAC applicable to the CDLAC Resolution, the CDLAC Conditions, the Governmental Lender Note or the Project, including but not limited to Section 5144 of Article 11 of the CDLAC regulations. The Borrower will promptly provide any information requested by the Governmental Lender mayin order for the Governmental Lender to complete any Annual Applicant Public Benefit and On-going Compliance Self Certification or otherwise to comply with any regulations of CDLAC applicable to the CDLAC Resolution, the CDLAC Conditions or the Project, including but not limited to Section 5144 of Article 11 of the CDLAC regulations. The requirements of this Section 7 may be waived in writing by CDLAC in its sole and absolute discretion, require without the Owner to enter into an amendment to this Regulatory Agreement reflecting the revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records consent of the County of Santa XxxxxGovernmental Lender or the Funding Lender. The Owner CDLAC and the Governmental Lender each shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting have the revised CDLAC Conditions. Any of right (but not the foregoing requirements of obligation) to enforce the CDLAC Conditions contained and to pursue an action for specific performance or other available remedy at law or in this Section 31 may be expressly waived by CDLACequity, in its sole discretion, in writing, but (i) no waiver by CDLAC provided that any such action or remedy shall not materially adversely affect the interests and rights of any requirement the owner of this Section 31 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 shall be void and of no force and effect if the Governmental Lender and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal lawNote.

CDLAC Requirements. In addition to other requirements set forth herein and to the extent not prohibited by the requirements set forth in Sections 4 and 5 9 hereof, the Owner Borrower hereby agrees to comply with each of the requirements of CDLAC set forth in this Section 3130, as follows: (a) The Owner Borrower shall comply with the CDLAC Resolution and the CDLAC Conditions set forth in Exhibit A thereto (collectively, the “CDLAC Conditions”), which conditions are incorporated herein by reference and made a part hereof. The Owner Borrower will prepare and submit to the Governmental Lender: (i) not later than February 1 of each year, until the Project is completed, and on February 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Certification of Compliance II for Qualified Residential Rental Projects, in substantially the form attached hereto as Exhibit E or otherwise required or provided by CDLAC from time to time after the date hereof (“CDLAC Compliance Certificate”), executed by an authorized representative of the OwnerBorrower; such CDLAC Compliance Certificate shall be prepared pursuant to the terms of the CDLAC Conditions; (ii) a Certificate of Completion, in substantially the form attached hereto as Exhibit F or otherwise required or provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner Borrower certifying among other things to the substantial completion of the Project; and (iii) not later than February 1 of every third year following the submission of the Certificate of Completion, until the later of the end of the Compliance Period or the period described in paragraph (c), below, a project status report, as required or provided by the California Tax Credit Allocation Committee or equivalent documentation required or otherwise provided by CDLAC from time to time after the date hereof, executed by an authorized representative of the Owner. Borrower. (b) Compliance with the terms of the CDLAC Conditions not contained within this Regulatory Agreement, but referred to in the CDLAC Conditions, are the responsibility of the Owner Borrower to report to the Governmental Lender. (bc) The Owner Borrower acknowledges that the Governmental Lender shall monitor the OwnerBorrower’s compliance with the terms of the CDLAC Conditions. The Owner Borrower acknowledges that the Governmental Lender will prepare and submit to CDLAC, not later than March 1 of each year, until the Project is completed, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three-year period) until the end of the Compliance Period, a Self-Certification Certificate in the form provided by CDLAC. The Owner Borrower will cooperate fully with the Governmental Lender in connection with such monitoring and reporting requirements. (cd) Except as otherwise provided in Section 13 16 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the date on which at least fifty percent (50%) of the units in the Project are first occupied or otherwise after the commencement of the Qualified Project Period. (de) The Owner Borrower shall notify CDLAC in writing of: (i) any change in ownership of the Project; (ii) any change in the issuer of the Governmental Lender Notes; (iii) any change in the name of the Project or the property manager; (iv) any default under the Funding Loan Agreement, the Borrower Loan Agreement or this Regulatory Agreement, including, but not limited to, such defaults associated with the Tax-Exempt status of the Governmental Notes, and the income and rental requirements as provided in Sections 4 and 5 hereof and the CDLAC Conditions; or (v) termination of this Regulatory Agreement. (e) . CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Owner Borrower after the Delivery Closing Date, at any time, that are not more restrictive than the original CDLAC Conditions; provided however, that, with the prior written consent of the Borrower, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Project in the real property records of the County of Santa Xxxxx Orange of a regulatory agreement between the Owner Borrower and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”) shall be limited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the Owner Borrower or the Project; and (ii) after recordation of the TCAC Regulatory Agreement, any changes in the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhibit A to the CDLAC Conditions to any change in terms and conditions requested by the Owner Borrower and approved by CDLAC. The Governmental Lender may, in its sole and absolute discretion, require the Owner Borrower to enter into an amendment to this Regulatory Agreement reflecting the revised CDLAC Conditions, which amendment shall be executed by the parties hereto or their successor in title and duly recorded in the official real estate records of the County of Santa XxxxxOrange. The Owner Borrower shall pay any costs and expenses in connection therewith and provide CDLAC with a copy of that recorded amendment reflecting the revised CDLAC Conditions. Any of the foregoing requirements of the CDLAC Conditions contained in this Section 31 30 may be expressly waived by CDLAC, in its sole discretion, in writing, but (i) no waiver by CDLAC of any requirement of this Section 31 30 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Governmental Lender has received an opinion of Bond Tax Counsel that any such provision is not required by the Act and may be waived without adversely affecting the exclusion from gross income of interest on the Governmental Lender Notes for federal income tax purposes; and (ii) any requirement of this Section 31 30 shall be void and of no force and effect if the Governmental Lender and the Owner Borrower receive a written opinion of Bond Tax Counsel to the effect that compliance with any such requirement would cause interest on the Governmental Lender Notes to cease to be Tax- Tax-Exempt or to the effect that compliance with such requirement would be in conflict with the Act or any other state or federal law.