Common use of Default; Enforcement Clause in Contracts

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that the cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement or in the Other Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative (with a copy to the OwnerIssuer) to the Borrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement and under the Other Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of IssuerBondowner Representative, subject to the terms of the IndentureLoan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project and the Other Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the LenderBondowner Representative, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the right, in accordance with this Section and the provisions of the IndentureLoan Agreement, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Bondowner Representative hereby agree (i) that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower, and (ii) that a copy of any notice delivered hereunder to the Borrower shall be delivered to Borrower’s investor limited partner at its address set forth in the Indenture. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Trustee Bondowner Representative are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and and‌ OHS WEST:261227972.3 15 OHS West:261227972.3 diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Loan Note. The Issuer Governmental Lender and the Trustee Fiscal Agent shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, Governmental Lender and Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of Owner’s limited partners shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (iv) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture has been discharged, the Issuer The Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by the Owner. holders of at least 25% of the Governmental Loan Note outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner. OHS WEST:261227972.3 16 OHS West:261227972.3 (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the lien of the Security Instrument or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. (f) Promptly upon determining that a violation of this Regulatory Agreement has occurred, the Governmental Lender or the Fiscal Agent shall, by written notice, inform the Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; providednotwithstanding the occurrence of such violation, howeverneither the Governmental Lender nor the Fiscal Agent shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Loan, to enforce the Borrower Note or to foreclose on the Security Instrument. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (a) impair, defeat or render invalid the lien of the Security Instrument or (b) under any circumstances whatsoever, be or be deemed to be a default under the Borrower Loan Documents, except as may be otherwise specified in the Borrower Loan Documents. (ii) neither the Governmental Lender nor the Fiscal Agent may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any action arises hereunder in which manner, to (a) cause or direct acceleration of the Owner and Loan, (b) enforce the Trustee are adversariesBorrower Note, (c) foreclose on the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.Security Instrument,

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Funding Lender to the OwnerBorrower (with a copy to the Equity Investor), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Funding Lender, acting on its own behalf or on behalf of the Governmental Lender (to the extent directed in writing by the Governmental Lender, subject to the provisions of the Funding Loan Agreement), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Note. The Issuer Governmental Lender and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Tax Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower (including the Equity Investor) shall have the right but not the obligation to cure any Event of Default, and the Governmental Lender and the Funding Lender agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Governmental Lender, the Issuer or the TrusteeFunding Lender may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Funding Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Borrower Loan Agreement and (subject to any applicable cure periods set forth in the Borrower Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Governmental Lender within 60 days of such written direction, and to notify the Governmental Lender in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Funding Lender shall have the rightright (but no obligation), in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Funding Lender shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerFunding Lender. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Funding Lender and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Security Instrument or any like encumbrance upon the Project or any portion of either thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement or in the Other Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Bank to the OwnerBorrower (with a copy to the Equity Investor), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Bank, acting on its own behalf or on behalf of the Governmental Lender (to the extent directed in writing by the Governmental Lender, subject to the provisions of the Funding Loan Agreement), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the BondsTax-Exempt Notes. The Issuer Governmental Lender and the Trustee Bank shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement and under the Other Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Tax Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Governmental Lender and the Bank agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Governmental Lender, the Issuer or the TrusteeBank may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Bank hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project and the Other Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the prior written consent of the LenderBank, which consent shall not may be unreasonably withheldwithheld in the Bank’s sole and absolute discretion, declare a default under the Borrower Loan Agreement and (subject to any applicable cure periods set forth in the Borrower Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Governmental Lender within 60 days of such written direction, and to notify the Governmental Lender in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bank shall have the rightright (but no obligation), in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Bank shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBank. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bank and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Security Instrument or any like encumbrance upon the Project or any portion of either thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory AgreementAgreement or in the Other Regulatory Agreements, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative (with a copy to the OwnerIssuer) to the Borrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement and under the Other Regulatory Agreements within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of IssuerBondowner Representative, subject to the terms of the IndentureLoan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the ProjectProject and the Other Projects; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the LenderBondowner Representative, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the right, in accordance with this Section and the provisions of the IndentureLoan Agreement, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Bondowner Representative hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Trustee Bondowner Representative are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee to the OwnerBorrower (with a copy to the Investor Limited Partner), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer or the Trustee Trustee, acting on its own behalf or on behalf of the Issuer (to the extent directed in writing by the Issuer, subject to the provisions of the Indenture), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Bond Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Issuer and the Trustee agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Issuer, the Issuer or the TrusteeTrustee may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement and (subject to any applicable cure periods set forth in the Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then manager of the Project and to select a replacement Manager reasonably satisfactory to the Issuer within 60 days of such written direction, and to notify the Issuer in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee shall have the rightright (but no obligation), in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Mortgage or any like encumbrance upon the Project or any portion of either thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Grantor defaults in the performance or observance of any covenant, agreement agreement, or obligation of the Owner Grantor set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 sixty (60) days after written notice thereof shall have been given by the Issuer, the Lender or the Trustee HFC to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such defaultGrantor, then the Issuer or the Trustee shall HFC, may declare an “Event of Default” to have occurred hereunder; provided, however, that that, if the default stated in the notice is of such a nature that it cannot be corrected within 60 sixty (60) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Grantor or direct or indirect members of Grantor institutes corrective action within said 60 sixty (60) days and diligently pursues such action until the default is corrected, but in no event shall the cure period extend beyond one hundred and twenty (ii120) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Codedays. Following the declaration of an Event of Default hereunder, subject to being indemnified to its satisfaction with respect to the Issuer reasonable costs and expenses of any proceeding or other legal action to enforce the Trusteeprovisions of this Regulatory Agreement, HFC may, at the written direction of Issuerits option, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Grantor to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee HFC hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Grantor pertaining to the Project;; and (iii) take such other action at law or in equity as may appear be necessary or desirable to enforce the obligations, covenants covenants, and agreements of the Owner Grantor hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Grantor hereby agrees that specific enforcement of the OwnerGrantor’s agreements contained herein is the only means by which the Issuer HFC may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Grantor herein, and the Owner Grantor therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default default by the Owner Grantor hereunder. The Trustee shall have In the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, event HFC takes legal action to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare enforce an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, HFC shall be entitled to recover reasonable legal fees and costs from the other partyGrantor to enforce these provisions.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, Issuer and the Lender or the Fiscal Agent/Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Fiscal Agent/Trustee (as directed by the Issuer, subject to the provisions of the Senior Funding Loan Agreement and the Junior Indenture) acting on its own behalf or on behalf of the Issuer, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Tax- Exempt Note and the Junior Bonds. The Issuer and the Fiscal Agent/Trustee (as directed by the Issuer, subject to the provisions of the Senior Funding Loan Agreement and the Junior Indenture) shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Code.‌‌ Notwithstanding anything to the contrary contained herein, Issuer, for itself or in direction the Fiscal Agent/Trustee, hereby agrees that any cure of any default made or tendered by one or more of Owner’s limited partners shall be accepted or rejected on the same basis as if made or tendered by Owner. (b) Following the declaration of an Event of Default hereunder, the Issuer or the Fiscal Agent/Trustee, at the written direction of the Issuer, subject to the terms provisions of the Senior Funding Loan Agreement and the Junior Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Fiscal Agent/Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Issuer, an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Loan); (iv) declare a default under the Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. . (c) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Fiscal Agent/Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided. The foregoing prohibitions and limitations are not intended to limit the rights of the Issuer or the Fiscal Agent/Trustee, howeverat the direction of the Issuer, to specifically enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Code and State law. Accordingly, upon any default by the Owner, the Issuer or the Fiscal Agent/Trustee, at the direction of the Issuer, may seek specific performance of this Regulatory Agreement or enjoin acts which may be in violation of this Regulatory Agreement or unlawful, but neither the Issuer nor the Fiscal Agent/Trustee may seek any form of monetary recovery from the Owner, although the Issuer and the Fiscal Agent/Trustee may seek to enforce a claim for indemnification, provided that in the event that any action arises hereunder in which no obligation of the Owner under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Trustee are adversariesOwner, occasioned by breach or alleged breach by the prevailing party, if anyOwner of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Issuer, the Fiscal Agent/Trustee or any other person, and all such obligations shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Loan Documents. Accordingly, neither the Issuer nor the Fiscal Agent/Trustee shall have the right to enforce any monetary obligation other partythan directly against the Owner, without recourse to the Project. In addition, any such enforcement must not cause the Owner to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Owner under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future. The obligations of any owner under this Regulatory Agreement shall be personal to the person who was the owner at the time that an event, including, without limitation, any default or breach of this Regulatory Agreement, occurred or was alleged to have occurred, and such person shall remain liable for any and all such obligations, including damages occasioned by a default or breach, even after such person ceases to be the owner of the Project. Accordingly, no subsequent owner of the Project shall be liable or obligated for the obligation of any prior owner (including the Owner), including, but not limited to, any obligation for payment, indemnification or damages, for default or breach of this Regulatory Agreement or otherwise. The owner of the Project at the time the obligation was incurred, including any obligation arising out of a default or breach of this Regulatory Agreement, shall remain liable for any and all payments and damages occasioned by the owner even after such person ceases to be the owner of the Project, and no person seeking such payments or damages shall have recourse against the Project. Subject to the provisions of the Loan Agreement, under no circumstances shall the Issuer or the Fiscal Agent/Trustee at the direction of the Issuer: (i) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Owner to timely pay the principal of, interest on, or other amounts due and payable under, the Loan; or (ii) upon the occurrence of an event of default under the Loan Documents, take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Loan Documents.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Funding Lender to the OwnerBorrower (with a copy in any case to the Governmental Lender), or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall Governmental Lender may declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Note. The Issuer Governmental Lender and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the Trustee, at the written direction of IssuerFunding Lender, subject to the terms of the Indenture, Funding Loan Agreement may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee Governmental Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) with the consent of the Funding Lender, take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the Funding Lender, which consent shall not be unreasonably delayed or withheld, declare a default under the Borrower Loan Agreement, as applicable, Agreement and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Funding Lender shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Funding Lender shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer Governmental Lender and the Trustee Funding Lender hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Funding Lender and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Trustee Funding Lender are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Loan Note. The Issuer Governmental Lender and the Trustee Fiscal Agent shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, Governmental Lender and Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of Owner’s limited partners shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (iv) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture has been discharged, the Issuer The Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by the Owner. holders of at least 25% of the Governmental Loan Note outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner. (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the lien of the Security Instrument or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. (f) Promptly upon determining that a violation of this Regulatory Agreement has occurred, the Governmental Lender or the Fiscal Agent shall, by written notice, inform the Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; providednotwithstanding the occurrence of such violation, howeverneither the Governmental Lender nor the Fiscal Agent shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Loan, to enforce the Borrower Note or to foreclose on the Security Instrument. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (a) impair, defeat or render invalid the lien of the Security Instrument or (b) under any circumstances whatsoever, be or be deemed to be a default under the Borrower Loan Documents, except as may be otherwise specified in the Borrower Loan Documents. (ii) neither the Governmental Lender nor the Fiscal Agent may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any action arises hereunder in which manner, to (a) cause or direct acceleration of the Owner and Loan, (b) enforce the Trustee are adversariesBorrower Note, (c) foreclose on the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.Security Instrument,

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Bondowner Representative or the Trustee Issuer to the OwnerBorrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee Bondowner Representative (as directed by the Issuer, subject to the provisions of the Pledge Agreement) acting on its own behalf or on behalf of the Issuer, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, corrected and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Tax- Exempt status of interest on the Bonds; and provided further, that notice shall be given to the Borrower’s Investor Limited Partner (as designated in Section 23 of this Regulatory Agreement), who shall be entitled to cure any such default under the conditions set forth herein. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration and during the continuance of an Event of Default hereunder, the Issuer or the TrusteeBondowner Representative, at the written direction of the Issuer, subject to the terms provisions of the IndenturePledge Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee Bondowner Representative hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) require the Borrower to pay to the Issuer an amount equal to the rent or other amounts received by the Borrower for any units in the Project which were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount nor affect any payment due under the Loan); (iv) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (ivv) with subject to the consent provisions of the Lender, which consent shall not be unreasonably withheldLoan Agreement, declare a default under the Loan Agreement, as applicable, thereunder and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. In addition, during the Qualified Project Period, the Borrower hereby grants to the Issuer the option, upon the expiration of 60 days after the giving of the notice to the Borrower referred to in the first paragraph of this Section 17 of the Borrower’s default under this Regulatory Agreement, to lease up to 20% of the units in the Project for the purpose of subleasing such units to Very Low Income Tenants, but only to the extent necessary to comply with the provisions of Sections 3, 4, 6 and 7. The Trustee option granted in the preceding sentence shall be effective only if the Borrower has not instituted corrective action within such 60-day period. Such option shall be exercisable first with respect to units which are vacant at the time of exercise of this option and shall be exercised with respect to occupied units only to the extent that subleasing of additional units is necessary in order to bring the Project into compliance with the provisions of Sections 3, 4, 6 and 7, and any eviction carried out in connection with the exercise of such option shall be carried out in compliance with applicable laws. The option and any leases to the Issuer under this provision shall terminate with respect to each default upon the achievement, by the Borrower or the Issuer, of compliance with the requirements of Sections 3, 4, 6 and 7, and any subleases entered into pursuant to the Issuer’s option shall be deemed to be leases from the Borrower. The Issuer shall make diligent efforts to rent Very Low Income Units to Very Low Income Tenants for monthly rental amounts equivalent to those collected from tenants of similar units in the Project, or such lesser maximum amounts as may be permitted by Section 6(b) hereof, but shall not be required to obtain such rental amounts. The Issuer shall seek to rent such units for the highest possible rents that may be charged, consistent with the rent and occupancy restrictions of this Regulatory Agreement. Tenant selection shall be performed utilizing the Borrower’s reasonable management and selection policies. The Issuer subleases to Very Low Income Tenants pursuant to this paragraph shall not exceed six months in term and shall expressly permit the Borrower to increase the rents to the maximum amounts as may be permitted by Section 6(b) hereof for the respective households at the time the Borrower assumes the Issuer’s position hereunder. Any rental paid under any such sublease shall be paid to the Borrower after the Issuer has been reimbursed for any expenses incurred in connection with such sublease. All rents received by the Issuer from such subleases, less the Issuer’s expenses incurred in connection with such subleases, shall be placed into an escrow reasonably approved by the Borrower. All funds in such escrow shall be continuously pledged by the Issuer for the benefit of the Borrower. The Issuer agrees to allow the Borrower access to the Issuer’s books and records relating to the collection and disbursement of rents received pursuant to such subleases. The Bondowner Representative shall have the right, in accordance with this Section and the provisions of the IndenturePledge Agreement, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture Pledge Agreement has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBondowner Representative. All reasonable fees, costs and expenses (including reasonable attorney’s attorneys’ fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; providedBorrower. No breach or default under this Regulatory Agreement shall defeat or render invalid any deed of trust, however, that mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. The Bondowner Representative shall not be deemed to have knowledge of any default hereunder unless a responsible officer of the event that any action arises hereunder Bondowner Representative shall have been specifically notified in which writing of such default by the Owner and the Trustee are adversariesIssuer, the prevailing party, if any, shall be entitled to recover legal fees and costs from Program Monitor or by the other partyregistered owners of at least 25% of the aggregate principal amount of Bonds outstanding.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative (with a copy to the OwnerIssuer) to the Borrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of IssuerBondowner Representative, subject to the terms of the IndentureLoan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the LenderBondowner Representative, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the right, in accordance with this Section and the provisions of the IndentureLoan Agreement, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Bondowner Representative hereby agree (i) that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower, and (ii) that a copy of any notice delivered hereunder to the Borrower shall be delivered to Borrower’s investor limited partner at its address set forth in the Indenture. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Trustee Bondowner Representative are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative to the OwnerBorrower (with a copy to the Investor Limited Partner), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer or the Trustee Bondowner Representative, acting on its own behalf or on behalf of the Issuer (to the extent directed in writing by the Issuer, subject to the provisions of the Indenture), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Bond Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Issuer and the Bondowner Representative agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Issuer, the Issuer or the TrusteeBondowner Representative may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee Bondowner Representative hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the ProjectDevelopment; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement and (subject to any applicable cure periods set forth in the Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then manager of the Development and to select a replacement Manager reasonably satisfactory to the Issuer within 60 days of such written direction, and to notify the Issuer in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the rightright (but no obligation), in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBondowner Representative. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Deed of Trust or any like encumbrance upon the Development or any portion of either thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Original Purchaser to the OwnerBorrower and Investor Limited Partner, or for a period of 60 days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Original Purchaser, acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cancan be corrected, but not be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower and/or the Investor Limited Partner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsNotes. The Issuer Governmental Lender and the Trustee Original Purchaser shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure ensure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, hereunder the Issuer Governmental Lender or the TrusteeOriginal Purchaser may in accordance with the Note Purchase Agreement, at the written direction of Issuerits option, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Original Purchaser hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) require the Borrower to pay to the Governmental Lender an amount equal to the rent or other amounts received by the Borrower for any units in the Project which were in violation of this Agreement during the period such violation continued (which payment shall not reduce the amount due under the Notes); (iv) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (ivv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, Note Purchase Agreement and proceed with any remedies provided therein, including foreclosure under the Mortgage and prepayment of the Notes to the extent permitted by, and in accordance with the provisions of, the Note Purchase Agreement. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Investor Limited Partner shall have the right, in accordance with this Section but not the obligation, to cure any default by the Borrower hereunder, and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, Governmental Lender and Original Purchaser agree to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking accept any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis terms as if made or tendered by the OwnerBorrower. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Original Purchaser and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; providedBorrower. No breach or default under this Regulatory Agreement shall defeat or render invalid any deed of trust, however, that mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. The Governmental Lender and the event Original Purchaser hereby agree that any action arises cure of any Event of Default hereunder in which made or tendered by the Owner Investor Limited Partner shall be deemed to be a cure by the Borrower, and shall be accepted or rejected by the Governmental Lender and the Trustee are adversaries, Original Purchaser on the prevailing party, same basis as if any, shall be entitled to recover legal fees and costs from made or tendered by the other partyBorrower.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the IssuerCounty, or by the Lender Subordinate Bonds Trustee or the Trustee Funding Lender (with a copy to the OwnerCounty) to the Borrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer County or the Subordinate Bonds Trustee shall or the Funding Lender acting on its own respective behalf or on behalf of the County (to the extent directed in writing by the County, subject to the provisions of the Funding Loan Agreement and the Subordinate Loan Agreements), may declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on any of the BondsObligations. The Issuer County, the Subordinate Bonds Trustee and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer or County, the Trustee, at the written direction of Issuer, Subordinate Bonds Trustee (subject to the terms of the IndentureSubordinate Indentures) or the Funding Lender (subject to the terms of the Funding Loan Agreement), may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee County hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Funding Lender, which consent shall not be unreasonably withheld, declare a default under the Borrower Loan Agreement, as applicable, Agreement and (subject to any applicable cure periods therein) proceed with any remedies provided therein; (v) with the consent of the Bondholder Representative, declare a default under the Subordinate Loan Agreements and (subject to any applicable cure periods therein) proceed with any remedies provided therein; or (vi) subject to Section 28, order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the County within 60 days of such written direction, and to notify the County in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer County may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Funding Lender shall have the right, in accordance with this Section and the provisions of the Funding Loan Agreement, without the consent or approval of the County, to exercise any or all of the rights or remedies of the County hereunder; provided that prior to taking any such action the Funding Lender shall give the County written notice of its intended action. The Subordinate Bonds Trustee shall have the right, in accordance with this Section and the provisions of the IndentureSubordinate Loan Agreements, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheldCounty, to exercise any or all of the rights or remedies of the Issuer County hereunder; provided that prior to taking any such action the Subordinate Bonds Trustee shall give the Issuer County written notice of its intended action. After the Indenture has been dischargedThe County, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer Subordinate Bonds Trustee and the Trustee Funding Lender hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Funding Lender, the Subordinate Bonds Trustee and the Issuer County incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Subordinate Bonds Trustee or the Funding Lender are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee City to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such defaultBorrower, then the Issuer or the Trustee City shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default stated in the notice is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, corrected and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt exempt status of interest on the BondsNote. The Issuer and the Trustee shall have the right Fiscal Agent hereby consents to enforce the obligations any correction of the Owner under default by the City on behalf of the Borrower. The City hereby consents to any correction of a default on the part of the Borrower hereunder made by the Borrower’s limited partners on behalf of the Borrower within the time periods provided in this Regulatory Agreement within shorter periods Section. Copies of time than are otherwise provided herein if necessary any notices sent to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, Borrower hereunder shall simultaneously be sent to Xxxxxxxx’s limited partners at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, address set forth in addition to all other remedies provided by law or equity:Section 23. (ia) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer City or the Trustee Fiscal Agent hereunder; (iib) have access to and inspect, examine and make copies of all or a portion of the books and records of the Owner Borrower pertaining to the Project;; and (iiic) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and . During the Qualified Project Period, the Borrower hereby grants to the City the option, upon either (iva) the expiration of 60 days after the giving of the notice to the Borrower referred to in the first paragraph of this Section 18 of the Borrower’s default under this Regulatory Agreement or (b) the vacancy of a Low Income Unit for more than six months and the submission by the City to the Borrower during such six-month or longer period of at least five proposed tenants which meet the qualifications of Low Income Tenants and the qualifications of a reasonable landlord, to lease up to 40% of the units in the Project for a rental of $1.00 per unit per year for the sole purpose of subleasing such units to Low Income Tenants for a period of not less than six months, but only to the extent necessary to comply with the consent provisions of Sections 2 through 7 of this Regulatory Agreement and to insure full occupancy of the LenderLow Income Units. The option granted in the preceding sentence shall be effective only if the Borrower or the Fiscal Agent has not instituted corrective action before the end of such 60-day period referenced in (a) above, which consent or the Borrower has not rented the unit during the six-month or longer period referenced in (b) above, to a qualified Low Income Tenant. The option and any leases to the City under this provision shall terminate with respect to each default upon the achievement, by the Borrower, the Fiscal Agent or the City, of compliance with the requirements of Section 2 through 7 hereof, and any subleases entered into pursuant to the City’s option shall be deemed to be leases from the Borrower. The City shall make diligent effort, but shall not be unreasonably withheldrequired, declare a to rent Low Income Units to Low Income Tenants at the highest rents practicable, subject to the limits of Sections 5, 6 and 7 hereof. Any rental paid under any such sublease shall be paid to the Borrower after the City has been reimbursed for any reasonable expenses incurred in connection with such sublease, provided that, if the Borrower is in default under the Loan Agreement, as applicable, and proceed with any remedies provided thereinsuch rental shall be paid to the Fiscal Agent for credit against payments due under the Loan Agreement. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee Fiscal Agent shall have the right, as directed by the City, in accordance with this Section 18 and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheldFunding Loan Agreement, to exercise any or all of the rights or remedies of the Issuer City hereunder; , provided that prior to taking any such action the Trustee Fiscal Agent shall give the Issuer City written notice of its intended action. All reasonable fees, costs and expenses of the City and the Fiscal Agent incurred in taking any action pursuant to this Section 18 shall be the sole responsibility of the Borrower. After the Indenture Funding Loan Agreement has been discharged, the Issuer City may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer obligations of the Borrower hereunder are not secured by a lien on the Project and the Trustee hereby agree that cure Loan shall not be accelerated as a result of any Event of Default made or tendered by any partner default hereunder. The Borrower hereby agrees that specific enforcement of the Owner shall be deemed to be a cure Borrower’s agreements contained herein is the only means by which the City may obtain the benefits of such agreements made by the Owner Borrower herein and shall be accepted or rejected on the same basis as if made or tendered Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any default by the OwnerBorrower hereunder. All reasonable feesThe occurrence of a Determination of Taxability shall not, costs in and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provideditself, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyconstitute a default hereunder.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Funding Lender to the OwnerBorrower (with a copy to the Equity Investor Limited Partner), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer or the Trustee Funding Lender, acting on its own behalf or on behalf of the Issuer (to the extent directed in writing by the Issuer, subject to the provisions of the Funding Loan Agreement), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the BondsNote. The Issuer and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Tax Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Issuer and the Funding Lender agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Issuer, the Issuer or the TrusteeFunding Lender may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee Funding Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement and (subject to any applicable cure periods set forth in the Loan Agreement, as applicable, and ) proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Funding Lender shall have the rightright (but no obligation), in accordance with this Section and the provisions of the IndentureSection, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Funding Lender shall give the Issuer written notice of its intended action. After the Indenture Trust Agreement has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerFunding Lender. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Funding Lender and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Security Investment or any like encumbrance upon the Project or any portion thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative to the OwnerBorrower (with a copy to the Investor Limited Partner), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer or the Trustee Bondowner Representative, acting on its own behalf or on behalf of the Issuer (to the extent directed in writing by the Issuer, subject to the provisions of the Indenture), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Bond Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Issuer and the Bondowner Representative agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Issuer, the Issuer or the TrusteeBondowner Representative may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee Bondowner Representative hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement and (subject to any applicable cure periods set forth in the Loan Agreement, as applicable, and ) proceed with any remedies provided therein; and (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Issuer within 60 days of such written direction, and to notify the Issuer in writing of the identity of the replacement Manager (the Issuer hereby pre-approves Xxxxx Fargo Affordable Housing Community Development Corporation as a replacement Manager). The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the rightright (but no obligation), in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBondowner Representative. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Deed of Trust or any like encumbrance upon the Project or any portion thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee to the Owner and to the Owner’s limited partners at the addresses set forth in Section 11.06 of the Indenture, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee (as directed by the Issuer, subject to the provisions of the Indenture) acting on its own behalf or on behalf of the Issuer, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner or the Owner’s limited partner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsBond. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. the (b) Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of the Issuer, subject to the terms provisions of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Lender or, if there is no Lender, to the Issuer, an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Loan); (iv) declare a default under the Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the action, that Trustee shall give the Issuer and the Lender written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall not be deemed to be a cure have knowledge of any default hereunder unless the Trustee shall have been specifically notified in writing of such default by the Owner and shall be accepted Issuer, the Administrator, the Lender, the Bondholder Representative or rejected on (if the same basis as if made or tendered by Bondholder Representative is not the Owner. sole owner of the Bonds then outstanding) the Owners of at least 25% of the Bonds outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner. (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the lien of the Deed of Trust or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. (f) Promptly upon determining that a violation of this Regulatory Agreement has occurred, the Issuer or the Trustee shall, by written notice, inform the Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; providednotwithstanding the occurrence of such violation, howeverneither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Loan, to enforce the Deed of Trust Note or to foreclose on the Deed of Trust. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (a) impair, defeat or render invalid the lien of the Deed of Trust or (b) under any circumstances whatsoever, be or be deemed to be a default under the Loan Documents, except as may be otherwise specified in the Loan Documents. (ii) neither the Issuer nor the Trustee may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any manner, to (a) cause or direct acceleration of the Loan, (b) enforce the Note, (c) foreclose on the Deed of Trust, (d) cause the Trustee to redeem the Bonds or to declare the principal of the Bonds and the interest accrued on the Bonds to be immediately due and payable or (e) cause the Trustee to take any other action arises hereunder under any of the Loan Documents, any of the Bond Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described in which the Owner preceding clauses (a) through (d); and (h) No person other than the Lender shall have the right to (a) declare the principal balance of the Note to be immediately due and payable or (b) commence foreclosure or other like action. The Issuer and the Trustee acknowledge the foregoing limitations. The foregoing prohibitions and limitations are adversariesnot intended to limit the rights of the Issuer or the Trustee to specifically enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Code and State law. Accordingly, upon any default by the Owner, the prevailing partyIssuer or the Trustee may seek specific performance of this Regulatory Agreement or enjoin acts which may be in violation of this Regulatory Agreement or unlawful, if anybut neither the Issuer nor the Trustee may seek any form of monetary recovery from the Owner, although the Issuer may seek to enforce a claim for indemnification, provided that no obligation of the Owner under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Owner, occasioned by breach or alleged breach by the Owner of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Issuer, the Trustee or any other person, and all such obligations shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Loan Documents. Accordingly, neither the Issuer nor the Trustee shall have the right to enforce any monetary obligation other partythan directly against the Owner, without recourse to the Project. In addition, any such enforcement must not cause the Owner to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Owner under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future. The obligations of any owner under this Regulatory Agreement shall be personal to the person who was the owner at the time that an event, including, without limitation, any default or breach of this Regulatory Agreement, occurred or was alleged to have occurred, and such person shall remain liable for any and all such obligations, including damages occasioned by a default or breach, even after such person ceases to be the owner of the Project. Accordingly, no subsequent owner of the Project shall be liable or obligated for the obligation of any prior owner (including the Owner), including, but not limited to, any obligation for payment, indemnification or damages, for default or breach of this Regulatory Agreement or otherwise. The owner of the Project at the time the obligation was incurred, including any obligation arising out of a default or breach of this Regulatory Agreement, shall remain liable for any and all payments and damages occasioned by the owner even after such person ceases to be the owner of the Project, and no person seeking such payments or damages shall have recourse against the Project. Subject to the provisions of the Loan Agreement, under no circumstances shall the Issuer or the Trustee: (i) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Owner to timely pay the principal of, interest on, or other amounts due and payable under, the Loan; (ii) interfere with or attempt to influence the exercise by the Lender of any of its rights under the Loan Documents, including, without limitation, the Lender’s remedial rights under the Loan Documents upon the occurrence of an event of default by the Owner under the Loan Documents; or (iii) upon the occurrence of an event of default under the Loan Documents, take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Loan Documents.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Funding Lender (with a copy to the OwnerGovernmental Lender) to the Borrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall Governmental Lender may declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Note. The Issuer Governmental Lender and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the Trustee, at the written direction of IssuerFunding Lender, subject to the terms of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee Governmental Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the Funding Lender, which consent shall not be unreasonably withheld, declare a default under the Borrower Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Funding Lender shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Funding Lender shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer Governmental Lender and the Trustee Funding Lender hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBorrower. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Funding Lender and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower; provided, however, that in the event that any action arises hereunder in which the Owner Borrower and the Trustee Funding Lender are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Bondowner Representative to the OwnerBorrower (with a copy to the Investor Limited Partner), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer or the Trustee Bondowner Representative, acting on its own behalf or on behalf of the Issuer (to the extent directed in writing by the Issuer, subject to the provisions of the Indenture), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee Bondowner Representative shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Bond Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Issuer and the Bondowner Representative agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Issuer, the Issuer or the TrusteeBondowner Representative may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee Bondowner Representative hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement and (subject to any applicable cure periods set forth in the Loan Agreement, as applicable, and ) proceed with any remedies provided therein; and (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Issuer within 60 days of such written direction, and to notify the Issuer in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bondowner Representative shall have the rightright (but no obligation), in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee Bondowner Representative shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBondowner Representative. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Deed of Trust or any like encumbrance upon the Project or any portion thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee to the OwnerBorrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall Governmental Lender may declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Note. The Issuer and the Trustee Governmental Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, Governmental Lender may at the written direction of Issuer, its option and subject to the terms provisions of Section 7.06 of the IndentureProject Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee Governmental Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with order and direct the consent Borrower in writing to terminate the Manager and to select a replacement Manager meeting the requirements hereof within 60 days of such written direction, and to notify the Governmental Lender in writing of the Lender, which consent shall not be unreasonably withheld, declare a default under identity of the Loan Agreement, as applicable, replacement Manager and proceed with any remedies provided thereincertify that such replacement Manager satisfies the requirements hereof. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. It is acknowledged and agreed by the Borrower and the Governmental Lender that one of the primary purposes of this Regulatory Agreement is to preserve the exclusion from gross income for federal income tax purposes of interest on the Governmental Note. The Funding Lender and the Servicer are hereby declared intended third party beneficiaries of this Regulatory Agreement and shall be entitled to enforce the provisions hereof in the event of any default hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Governmental Lender hereby agree agrees that cure of any Event of Default made or tendered by any partner of the Owner Borrower shall be deemed to be a cure by the Owner Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyBorrower.

Default; Enforcement. (a) If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Bondowner Representative or the Trustee to the OwnerBorrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer Issuer, the Bondowner Representative or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond CounselCounsel (filed with the Trustee, the Bondowner Representative and the Issuer), the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on either series of the Bonds. The Issuer Issuer, the Bondowner Representative and the Trustee shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, the Issuer, the Bondowner Representative and the Trustee hereby agree that any cure of any default hereunder made or tendered by one or more of the Borrower’s limited partners shall be accepted or rejected on the same basis as if made or tendered by the Borrower. (b) Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at consistent with the written direction provisions of Issuerthe Senior Indenture, or the Bondowner Representative consistent with the provisions of the Subordinate Indenture, and in each case subject to the terms provisions of the IndentureIntercreditor Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Issuer, the Bondowner Representative or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) require the Borrower to pay to the Issuer an amount equal to the excess rent or other amounts received by the Borrower for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Bond Mortgage Loan); (iv) declare a default under the Financing Agreement and/or the Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. . (c) The Trustee Trustee, acting consistent with the provisions of the Senior Indenture, shall have the right, in accordance with this Section and the provisions of the Senior Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the action, that Trustee shall give the Issuer written notice of its intended action. After the Senior Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall not be deemed to be a cure have knowledge of any default hereunder unless the Trustee shall have been specifically notified in writing of such default by the Owner Issuer, the Administrator or by the owners of at least twenty-five percent (25%) of the Bonds outstanding. The Bondowner Representative, acting consistent with the provisions of the Subordinate Indenture, shall have the right, in accordance with this Section and the provisions of the Subordinate Indenture, without the consent or approval of the Issuer, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action, that Bondowner Representative shall be accepted give the Issuer written notice of its intended action. After the Subordinate Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or rejected on more of the steps specified hereinabove to the same basis extent and with the same effect as if made or tendered taken by the Owner. Bondowner Representative. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Trustee, the Bondowner Representative and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in Borrower. (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the event that any action arises hereunder in which lien of the Owner and the Trustee are adversariesBond Mortgage, the prevailing party, if any, shall be entitled to recover legal fees Deed of Trust or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and costs from the other partyfor value.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the Owner and to the Owner’s limited partners at the addresses set forth in Section 12.1 of the Funding Loan Agreement, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as Default (ib) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement and paragraphs (f) and (h) of this Section 17, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Governmental Lender, an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Borrower Loan); (iv) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by owners of at least 25% of the Owner. Governmental Lender Note outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided. (e) [Reserved.] (f) Promptly upon determining that a violation of this Regulatory Agreement has occurred, howeverthe Fiscal Agent shall, by written notice, inform the Governmental Lender and Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not under any circumstances whatsoever, be or be deemed to be a default under the Borrower Loan Documents, except as may be otherwise specified in the Borrower Loan Documents. (ii) neither the Governmental Lender nor the Fiscal Agent may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any manner, to (a) cause or direct acceleration of the Borrower Loan, (b) cause the Fiscal Agent to redeem the Governmental Lender Note or to declare the principal of the Governmental Lender Note and the interest accrued on the Governmental Lender Note to be immediately due and payable or (c) cause the Fiscal Agent to take any other action under any of the Borrower Loan Documents, any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described in the preceding clauses (a) and (b); and (h) Subject to the provisions of the Borrower Loan Agreement, under no circumstances shall the Governmental Lender or the Fiscal Agent: (i) initiate or take any action arises hereunder in which may have the effect, directly or indirectly, of impairing the ability of the Owner to timely pay the principal of, interest on, or other amounts due and the Trustee are adversariespayable under, the prevailing partyBorrower Loan; or (ii) upon the occurrence of an event of default under the Borrower Loan Documents, if anytake any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Borrower Loan Documents. The foregoing prohibitions and limitations are not intended to limit the rights of the Governmental Lender or the Fiscal Agent to specifically enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Code and State law. Accordingly, upon any default by the Owner, the Governmental Lender or the Fiscal Agent may seek specific performance of this Regulatory Agreement or enjoin acts which may be in violation of this Regulatory Agreement or unlawful, but neither the Governmental Lender nor the Fiscal Agent may seek any form of monetary recovery from the Owner, although the Governmental Lender may seek to enforce a claim for indemnification, provided that no obligation of the Owner under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Owner, occasioned by breach or alleged breach by the Owner of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal Agent or any other person, and all such obligations shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Borrower Loan Documents. Accordingly, neither the Governmental Lender nor the Fiscal Agent shall have the right to enforce any monetary obligation other partythan directly against the Owner, without recourse to the Project. In addition, any such enforcement must not cause the Owner to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Owner under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer or the Administrator, on behalf of the Issuer, the Lender or the Trustee to the Owner (with a copy to Agent and to the investor limited partner of the Owner), or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms provisions of the IndenturePledge and Assignment, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project;; and (iii) with the consent of the Agent, which consent shall not be unreasonably withheld, take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree agrees that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. Promptly upon delivering, or receiving, written notice that a violation of this Regulatory Agreement has occurred, the Issuer shall inform the Agent in writing that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner defaults in the performance or observance (a) The following shall constitute events of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equityAgreement: (i) by mandamus If any act or other suitomission of Mortgage Lender in connection with the origination and sale to MFA of any Mortgage Loan causes harm, action damage or proceeding at law loss to MFA, or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin Mortgage Lender sells MFA any acts or things Mortgage Loan knowing that may be unlawful or in violation any of the rights of the Issuer or the Trustee hereunderrepresentations and warranties set forth herein with respect to such Mortgage Loan are untrue; (ii) have access to and inspect, examine and make copies of all If Mortgage Lender does not comply with any of the books provisions or obligations set forth in this Agreement or the Program Documents through any act or omission, including, without limitation, the following: (1) failure to establish and records maintain any accounts for MFA’s funds or mortgagor’s funds as required by the Program Documents; (2) use of MFA’s or mortgagor’s funds in any manner other than that permitted by the Owner pertaining Program Documents, including Mortgage Lender’s failure to deposit all mortgage funds if, when, and to the Projectextent required by the Program Documents; (3) failure to remit all funds due to MFA within the time periods required by the Program Documents; or (4) failure at any time to meet MFA’s standards for eligible mortgage sellers so that, in MFA’s sole discretion, Mortgage Lender’s ability to comply with this Agreement or the Program Documents is adversely affected; or SAMPLE (iii) take such other action at law Any fraud, willful misconduct or gross negligence on the part of Mortgage Lender or Mortgage Lender or any of its principal officers is convicted of any criminal act related to Mortgage Lender’s lending or mortgage selling or servicing activities or that, in equity as may appear necessary MFA’s sole discretion, adversely affects Mortgage Lender’s reputation or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; andour reputation or interests. (ivb) with the consent If there is a breach of the contract by Mortgage Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee MFA shall have the right, in accordance with this Section and but not the provisions of the Indentureobligation, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one reasonable action to have any breach corrected by Mortgage Lender before exercising any rights legally available to MFA, including termination of this Agreement, in whole or more of the steps specified hereinabove in part. Any forbearance by MFA in exercising its remedies or right to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure terminate this Agreement in whole or in part will not be a waiver of any Event of Default made present or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to future right MFA has under this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyAgreement.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Code.‌ Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the IssuerManager, the Lender Controlling Party or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer Bonds and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Codeany Additional Bonds (as applicable). Following the declaration of an Event of Default hereunder, the Issuer or Owner shall have the right, in its sole and absolute discretion, to replace the Manager and terminate the Property Management Agreement in accordance with its terms, and the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (ia) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (iib) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project;; and (iiic) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Trustee may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Owner hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Manager shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement or in the Other Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Bank to the OwnerBorrower (with a copy to the Equity Investor), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Bank, acting on its own behalf or on behalf of the Governmental Lender (to the extent directed in writing by the Governmental Lender, subject to the provisions of the Funding Loan Agreement), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the BondsTax-Exempt Notes. The Issuer Governmental Lender and the Trustee Bank shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement and under the Other Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Tax Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower shall have the right but not the obligation to cure any Event of Default, and the Governmental Lender and the Bank agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Governmental Lender, the Issuer or the TrusteeBank may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Bank hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project and the Other Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the prior written consent of the LenderBank, which consent shall not may be unreasonably withheldwithheld in the Bank’s sole and absolute discretion, declare a default under the Borrower Loan Agreement and (subject to any applicable cure periods set forth in the Borrower Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Governmental Lender within 60 days of such written direction, and to notify the Governmental Lender in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Bank shall have the rightright (but no obligation), in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Bank shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerBank. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Bank and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Deed of Trust or any like encumbrance upon the Project or any portion of either thereof given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 30 days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such defaultBorrower, then the Issuer or the Trustee theTrustee shall declare an “"Event of Default” " to have occurred hereunder; , provided, however, that if the default stated in the notice is of such a nature that it cannot be corrected within 60 30 days, such default shall not constitute an Event of Default hereunder for 180 days after such notice so long as (i) the Owner Borrower institutes corrective action within said 60 30 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 30 days will not adversely affect the Tax-Exempt tax- exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right hereby consents to enforce the obligations any correction of the Owner under this Regulatory Agreement within shorter periods default by the Issuer on behalf of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the CodeBorrower. Following the declaration of an Event of Default hereunder, the Issuer or the TrusteeTrustee may, at the written direction of Issuer, its option and subject to the terms provisions of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights right of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project;; and (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee shall have the right, in accordance with this Section 15 and the provisions of the Indenture, without the consent consent, approval or approval knowledge of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; , provided that prior to taking any such action act the Trustee shall give the Issuer written notice of its intended action. All fees, costs and expenses of the Trustee incurred in taking any action pursuant to this Section 15 shall be the sole responsibility of the Borrower. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “"Event of Default” " to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by a Trustee. In the event the Borrower shall fail to submit to the Issuer or the Trustee the Income Certifications or the Certificates of Continuing Program Compliance at the times set forth in Section 4 hereof and the Issuer or the Trustee shall determine to inspect the books and records of the Borrower to determine whether the Borrower is in compliance with the terms of this Regulatory Agreement, the Borrower shall, upon demand by the Issuer or the Trustee. The , pay all expenses and costs of the Issuer and the Trustee hereby agree that cure in determining whether or not the Borrower is in compliance with the terms of any this Regulatory Agreement. Notwithstanding anything contained in this Regulatory Agreement or the Indenture to the contrary, the occurrence of an Event of Default made or tendered by under this Regulatory Agreement shall not be deemed, under any partner circumstances whatsoever, to be a default under the Mortgage Loan Documents except as may be otherwise specified in the Mortgage Loan Documents. There parties hereto agree that the maturity date of the Owner Mortgage may be accelerated solely by Fannie Mae upon the occurrxxxx xf x default on the part of the Borrower under the Mortgage Loan Documents in accordance with their respective terms and for no other reason. Notwithstanding any other provision of this Regulatory Agreement to the contrary, neither the Issuer, the Trustee nor any person under their control shall, without prior written consent of Fannie Mae, exercise any xxxxxxes or direct any proceeding hereunder other than to enforce rights of specific performance hereunder, provided that such enforcement shall not include seeking a judgment lien against the property for monetary damages. Notwithstanding any provisions of this Regulatory Agreement to the contrary, all obligations of the Borrower under this Regulatory Agreement for the payment of money and all claims or judgments for monetary damages against the Borrower occasioned by breach or alleged breach by the Borrower of its obligations under this Regulatory Agreement shall be unsecured by, and subordinate in priority and right to, payment and in all other respects to the obligations, liens, rights (including without limitation the right to payment and interests arising or created under the Mortgage Loan Documents. This Regulatory Agreement shall not be deemed to be create a cure by lien or security interest of any kind in the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) Project in favor of the Trustee Issuer, the Trustee, or any other person with respect to any monetary obligations of the Borrower arising under this Agreement, and no such person shall have recourse to the Issuer incurred Project in taking respect thereof. No subsequent owner of the Project shall by liable or obligated to pay damages for the breach or default of any action pursuant obligation of or covenant of any prior owner of the Project, including the Borrower, under this Regulatory Agreement. The Borrower at the time the default or breach was alleged to this Section have occurred shall remain liable for any and all damages occasioned by thereby even after such person ceases to be the sole responsibility owner of the Owner; provided, however, that in Project and no person seeking such damages shall have recourse against the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyProject.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, Governmental Lender and the Lender or the Trustee Fiscal Agent to the Owner, or for a period of 60 days from the 4134-7435-6005.3 date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsNote. The Issuer Governmental Lender and the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure ensure compliance with the Housing Law Act or the Code. . (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement and the Borrower Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Governmental Lender, an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Loan); (iv) with the consent of the Lender, declare a default under the Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. [The Trustee shall have the right, in accordance with this Section Governmental Lender and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Fiscal Agent hereby agree that any cure of any Event of Default validly made or tendered by any partner of the Owner shall be deemed be, to be a cure by the Owner and shall be greatest extent possible, accepted or rejected on the same basis as if made or tendered by the Owner. .] (c) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided. The foregoing prohibitions and limitations are not intended to limit the rights of the Governmental Lender or the Fiscal Agent, howeverat the direction of the Governmental Lender, to specifically 4134-7435-6005.3 enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Code and State law. Accordingly, upon any default by the Owner, the Governmental Lender or the Fiscal Agent, at the direction of the Governmental Lender, may seek specific performance of this Regulatory Agreement or enjoin acts which may be in violation of this Regulatory Agreement or unlawful, but neither the Governmental Lender nor the Fiscal Agent may seek any form of monetary recovery from the Owner, although the Governmental Lender and the Fiscal Agent may seek to enforce a claim for indemnification, provided that in the event that any action arises hereunder in which no obligation of the Owner under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Trustee are adversariesOwner, occasioned by breach or alleged breach by the prevailing party, if anyOwner of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal Agent or any other person, and all such obligations shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Loan Documents. Accordingly, neither the Governmental Lender nor the Fiscal Agent shall have the right to enforce any monetary obligation other partythan directly against the Owner, without recourse to the Project. In addition, any such enforcement must not cause the Owner to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Owner under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future. The obligations of any owner under this Regulatory Agreement shall be personal to the person who was the owner at the time that an event, including, without limitation, any default or breach of this Regulatory Agreement, occurred or was alleged to have occurred, and such person shall remain liable for any and all such obligations, including damages occasioned by a default or breach, even after such person ceases to be the owner of the Project. Accordingly, no subsequent owner of the Project shall be liable or obligated for the obligation of any prior owner (including the Owner), including, but not limited to, any obligation for payment, indemnification or damages, for default or breach of this Regulatory Agreement or otherwise. The owner of the Project at the time the obligation was incurred, including any obligation arising out of a default or breach of this Regulatory Agreement, shall remain liable for any and all payments and damages occasioned by the owner even after such person ceases to be the owner of the Project, and no person seeking such payments or damages shall have recourse against the Project. Subject to the provisions of the Loan Agreement, under no circumstances shall the Governmental Lender or the Fiscal Agent at the direction of the Governmental Lender: (i) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Owner to timely pay the principal of, interest on, or other amounts due and payable under, the Loan; or (ii) upon the occurrence of an event of default under the Loan Documents, take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Loan Documents.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Noteowner Representative to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee Governmental Lender shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsNotes. The Issuer and the Trustee Governmental Lender shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Any cure of any default made or tendered by the Investor Limited Partner shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of IssuerGovernmental Lender, subject to the terms of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunderGovernmental Xxxxxx xxxxxxxxx; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the LenderNoteowner Representative, which consent shall not be unreasonably withheld, declare a default under the Funding Loan Agreement or Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Governmental Lender hereby agree agrees that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s feesfees and expenses) of the Trustee and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender or the Trustee Issuer to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such defaultBorrower, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default stated in the notice is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, corrected and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt exempt status of interest on the BondsBond. The Trustee hereby consents to any correction of the default by the Issuer on behalf of the Borrower. The Issuer and hereby consents to any correction of a default on the Trustee shall have the right to enforce the obligations part of the Owner under Borrower hereunder made by the Borrower’s limited partners on behalf of the Borrower within the time periods provided in this Regulatory Agreement within shorter periods Section. Copies of time than are otherwise provided herein if necessary any notices sent to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, Borrower hereunder shall simultaneously be sent to Xxxxxxxx’s limited partners at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, address set forth in addition to all other remedies provided by law or equity:Section 23. (ia) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants 4838-6930-1794.2 hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (iib) have access to and inspect, examine and make copies of all or a portion of the books and records of the Owner Borrower pertaining to the Project;; and (iiic) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and . During the Qualified Project Period, the Borrower hereby grants to the Issuer the option, upon either (iva) the expiration of 60 days after the giving of the notice to the Borrower referred to in the first paragraph of this Section 18 of the Borrower’s default under this Regulatory Agreement or (b) the vacancy of a Low Income Unit for more than six months and the submission by the Issuer to the Borrower during such six-month or longer period of at least five proposed tenants which meet the qualifications of Low Income Tenants and the qualifications of a reasonable landlord, to lease up to [40%] of the units in the Project for a rental of $1.00 per unit per year for the sole purpose of subleasing such units to Low Income Tenants for a period of not less than six months, but only to the extent necessary to comply with the consent provisions of Sections 2 through 7 of this Regulatory Agreement and to insure full occupancy of the LenderLow Income Units. The option granted in the preceding sentence shall be effective only if the Borrower or the Trustee has not instituted corrective action before the end of such 60-day period referenced in (a) above, which consent or the Borrower has not rented the unit during the six-month or longer period referenced in (b) above, to a qualified Low Income Tenant. The option and any leases to the Issuer under this provision shall terminate with respect to each default upon the achievement, by the Borrower, the Trustee or the Issuer, of compliance with the requirements of Section 2 through 7 hereof, and any subleases entered into pursuant to the Issuer’s option shall be deemed to be leases from the Borrower. The Issuer shall make diligent effort, but shall not be unreasonably withheldrequired, declare a to rent Low Income Units to Low Income Tenants at the highest rents practicable, subject to the limits of Sections 5, 6 and 7 hereof. Any rental paid under any such sublease shall be paid to the Borrower after the Issuer has been reimbursed for any reasonable expenses incurred in connection with such sublease, provided that, if the Borrower is in default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees such rental shall be paid to the imposition of Trustee for credit against payments due under the remedy of specific performance against it in the case of any Event of Default by the Owner hereunderLoan Agreement. The Trustee shall have the right, as directed by the Issuer, in accordance with this Section 18 and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; , provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. All reasonable fees, costs and expenses of the Issuer and the Trustee incurred in taking any action pursuant to this Section 18 shall be the sole responsibility of the Borrower. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer obligations of the Borrower hereunder are not secured by a lien on the Project and the Trustee hereby agree that cure Loan shall not be accelerated as a result of any Event of Default made or tendered by any partner default hereunder. The Borrower hereby agrees that specific enforcement of the Owner shall be deemed to be a cure Borrower’s agreements contained herein is the only 4838-6930-1794.2 means by which the Issuer may obtain the benefits of such agreements made by the Owner Borrower herein and shall be accepted or rejected on the same basis as if made or tendered Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any default by the OwnerBorrower hereunder. All reasonable feesThe occurrence of a Determination of Taxability shall not, costs in and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provideditself, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyconstitute a default hereunder.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the Owner and to the Owner’s limited partners at the addresses set forth in Section 12.1 of the Funding Loan Agreement, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner or the Owner’s limited partner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Notes. The Issuer Governmental Lender and the Trustee Fiscal Agent shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure ensure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, the Governmental Lender and Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of Owner’s limited partners shall be accepted or rejected on the same basis as if made or tendered by Owner. (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement and paragraphs (f) and (h) of this Section 17, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Governmental Lender an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Borrower Loans); (iv) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” Default to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by owners of at least 25% of the Owner. outstanding Governmental Lender Notes. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided. (e) Promptly upon determining that a violation of this Regulatory Agreement has occurred, howeverthe Fiscal Agent shall, by written notice, inform the Governmental Lender and Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable. (f) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not under any circumstances whatsoever, be or be deemed to be a default under the Borrower Loan Documents, except as may be otherwise specified in the Borrower Loan Documents. (ii) neither the Governmental Lender nor the Fiscal Agent may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any manner, to (a) cause or direct acceleration of the Borrower Loans, (b) cause the Fiscal Agent to redeem the Governmental Lender Notes or to declare the principal of the Governmental Lender Notes and the interest accrued on the Governmental Lender Notes to be immediately due and payable or (c) cause the Fiscal Agent to take any other action under any of the Borrower Loan Documents, any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described in the preceding clauses (a) and (b); and (g) Subject to the provisions of the Borrower Loan Agreement, under no circumstances shall the Governmental Lender or the Fiscal Agent: (i) initiate or take any action arises hereunder in which may have the effect, directly or indirectly, of impairing the ability of the Owner to timely pay the principal of, interest on, or other amounts due and the Trustee are adversariespayable under, the prevailing partyBorrower Loans; or (ii) upon the occurrence of an event of default under the Borrower Loan Documents, if anytake any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Borrower Loan Documents. The foregoing prohibitions and limitations are not intended to limit the rights of the Governmental Lender or the Fiscal Agent to specifically enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Act, the Code and other applicable State law. Accordingly, upon any default by the Owner, the Governmental Lender or the Fiscal Agent may seek specific performance of this Regulatory Agreement or to enjoin acts that may be in violation of this Regulatory Agreement or that otherwise are unlawful, so long as the Borrower Loans have not been repaid in full, no obligation of the Owner under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Owner, occasioned by breach or alleged breach by the Owner of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal Agent or any other person, and all such obligations (except as specified in Section 7 of this Regulatory Agreement) shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Borrower Loan Documents. Accordingly, so long as the Borrower Loans have not been repaid in full, neither the Governmental Lender nor the Fiscal Agent shall have the right to enforce any monetary obligation other partythan directly against the Owner, without recourse to the Project. In addition, so long as the Borrower Loans have not been repaid in full, any such enforcement must not cause the Owner to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Owner under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future.

Default; Enforcement. If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement or in the Other Regulatory Agreement, and if such default remains uncured for a period of 60 thirty (30) days after notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Funding Lender to the OwnerBorrower (with a copy to the Equity Investor), or for a period of 60 thirty (30) days from the date the Owner Borrower should, with reasonable due diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Funding Lender, acting on its own behalf or on behalf of the Governmental Lender (to the extent directed in writing by the Governmental Lender, subject to the provisions of the Funding Loan Agreement), shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 thirty (30) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 thirty (30) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 thirty (30) days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Lender Note. The Issuer Governmental Lender and the Trustee Funding Lender shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement and under the Other Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary in the opinion of Tax Counsel to insure compliance with the Housing Law Act or the Code. Any limited partner of the Borrower (including the Equity Investor) shall have the right but not the obligation to cure any Event of Default, and the Governmental Lender and the Funding Lender agree to accept any cure tendered by any such limited partner on behalf of the Borrower within any cure period specified above. Following the declaration of an Event of Default hereunderhereunder the Governmental Lender, the Issuer or the TrusteeFunding Lender may, at the written direction of Issuertheir respective options, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that which may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Funding Lender hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project and the Other Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and; (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Borrower Loan Agreement and (subject to any applicable cure periods set forth in the Borrower Loan Agreement, as applicable, and ) proceed with any remedies provided therein; or (v) order and direct the Borrower in writing to terminate the then Manager of the Project and to select a replacement Manager reasonably satisfactory to the Governmental Lender within 60 days of such written direction, and to notify the Governmental Lender in writing of the identity of the replacement Manager. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee Funding Lender shall have the rightright (but no obligation), in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee Funding Lender shall give the Issuer Governmental Lender written notice of its intended action. After the Indenture Funding Loan Agreement has been discharged, the Issuer Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the OwnerFunding Lender. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Funding Lender and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that Borrower. No breach or default under this Regulatory Agreement shall defeat or render invalid the Security Instrument or any like encumbrance upon the Project given in the event that any action arises hereunder in which the Owner good faith and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other partyfor value.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsGovernmental Loan Note. The Issuer Governmental Lender and the Trustee Fiscal Agent shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, Governmental Lender and Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of Owner’s limited partners shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. Copies of all notices which are sent to Owner hereunder shall also be sent to [ ]. (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (iv) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture has been discharged, the Issuer The Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by the Owner. holders of at least 25% of the Governmental Loan Note outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, . (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the lien of the Security Instrument or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. (f) Promptly upon determining that in the event that any action arises hereunder in which the Owner and the Trustee are adversariesa violation of this Regulatory Agreement has occurred, the prevailing partyGovernmental Lender or the Fiscal Agent shall, if anyby written notice, inform the Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; notwithstanding the occurrence of such violation, neither the Governmental Lender nor the Fiscal Agent shall be entitled have, and each of them acknowledge that they shall not have, any right to recover legal fees and costs from cause or direct acceleration of the other partyLoan, to enforce the Borrower Note or to foreclose on the Security Instrument. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (a) impair, defeat or render invalid the lien of the Security Instrument or

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Noteowner Representative or the Subordinate Bondholder Representative to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee Governmental Lender shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Tax Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsTax-Exempt Obligations. The Issuer and the Trustee Governmental Lender shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Any cure of any default made or tendered by the Investor Limited Partner shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of IssuerGovernmental Lender, subject to the terms of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunderGovernmental Xxxxxx xxxxxxxxx; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the LenderNoteowner Representative, which consent shall not be unreasonably withheld, declare a default under the Funding Loan Agreement or Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee Governmental Lender hereby agree agrees that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s feesfees and expenses) of the Trustee and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. (a) If the Owner Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Governmental Lender or the Trustee Fiscal Agent to the OwnerBorrower, or for a period of 60 days from the date the Owner Borrower should, with reasonable diligence, have discovered such default, then the Issuer Governmental Lender or the Trustee Fiscal Agent (as directed by the Governmental Lender, subject to the provisions of the Funding Loan Agreement) acting on its own behalf or on behalf of the Governmental Lender, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond CounselTax Counsel filed with the Governmental Lender and the Fiscal Agent, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the BondsTax-Exempt Governmental Lender Note. The Issuer Governmental Lender and the Trustee Fiscal Agent shall have the right to enforce the obligations of the Owner Borrower under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. Notwithstanding anything to the contrary contained herein, Governmental Lender and Fiscal Agent hereby agree that any cure of any default made or tendered by one or more of Borrower’s limited partners (including the Investor Limited Partner) shall be deemed to be a cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower.‌‌ (b) Following the declaration of an Event of Default hereunder, the Issuer Governmental Lender or the TrusteeFiscal Agent, at the written direction of Issuerthe Governmental Lender, subject to the terms provisions of the IndentureFunding Loan Agreement, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer Governmental Lender or the Trustee Fiscal Agent hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) require the Borrower to pay to the Governmental Lender an amount equal to the excess rent or other amounts received by the Borrower for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Borrower Loan); (iv) declare a default under the Borrower Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner Borrower hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer Governmental Lender may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner Borrower herein, and the Owner Borrower therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. . (c) The Trustee Fiscal Agent shall have the right, in accordance with this Section and the provisions of the IndentureFunding Loan Agreement, without the consent or approval of the Issuer, but with the consent of the Governmental Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer Governmental Lender hereunder; provided that prior to taking any such action the Trustee action, that Fiscal Agent shall give the Issuer Governmental Lender and the Funding Lender written notice of its intended action. After the Indenture has been discharged, the Issuer The Governmental Lender may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the TrusteeFiscal Agent. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner Fiscal Agent shall not be deemed to be a cure have knowledge of any default hereunder unless the Fiscal Agent shall have been specifically notified in writing of such default by the Owner and shall be accepted Governmental Lender, the Administrator, the Funding Lender or rejected on the same basis as if made or tendered by the Owner. owners of at least 25% of the unpaid principal of the then outstanding Governmental Lender Notes. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee Fiscal Agent and the Issuer Governmental Lender incurred in taking any action pursuant to this Section shall be the sole responsibility of the OwnerBorrower. (e) Promptly upon determining that a violation of this Regulatory Agreement has occurred, the Governmental Lender or the Fiscal Agent shall, by written notice, inform the Funding Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable; providednotwithstanding the occurrence of such violation, howeverneither the Governmental Lender nor the Fiscal Agent shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Borrower Loan, to enforce the Borrower Notes or to foreclose on the Security Instrument. The failure of the Governmental Lender to provide any written notice referred to in this paragraph shall not in any way subject the Governmental Lender to any liability. (f) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (A) impair, defeat or render invalid the lien of the Security Instrument or (B) under any circumstances whatsoever, be or be deemed to be a default under the Borrower Loan Documents, except as may be otherwise specified in the Borrower Loan Documents. (ii) neither the Governmental Lender nor the Fiscal Agent may, upon the occurrence of an event that of default under this Regulatory Agreement, seek, in any action arises hereunder in which manner, to (A) cause or direct acceleration of the Owner Borrower Loan, (B) enforce the Borrower Notes, (C) foreclose on the Security Instrument, (D) cause the Fiscal Agent to prepay the Governmental Lender Notes or to declare the principal of the Governmental Loan Notes and the Trustee interest accrued on the Governmental Lender Notes to be immediately due and payable or (E) cause the Fiscal Agent to take any other action under any of the Borrower Loan Documents, any of the Funding Loan Documents or any other documents which action would or could have the effect of achieving any one or more of the actions, events or results described in the preceding clauses (A) through (D). (g) No person other than the Funding Lender or a Funding Lender shall have the right to (i) declare the principal balance of the Borrower Notes to be immediately due and payable or (ii) commence foreclosure under the Security Instrument or other like action. The Governmental Lender and the Fiscal Agent acknowledge the foregoing limitations. The foregoing prohibitions and limitations are adversariesnot intended to limit the rights of the Governmental Lender or the Fiscal Agent to specifically enforce this Regulatory Agreement or to seek injunctive relief in order to provide for the operation of the Project in accordance with the requirements of the Act, the prevailing partyCode and other applicable State law. Accordingly, if anyupon any default by the Borrower, the Governmental Lender or the Fiscal Agent may seek specific performance of this Regulatory Agreement or to enjoin acts which may be in violation of this Regulatory Agreement or that otherwise are unlawful, so long as the Borrower Loan has not been repaid in full, no obligation of the Borrower under this Regulatory Agreement, including, without limitation, any indemnification obligation, any other obligation for the payment of money, any claim and any judgment for monetary damages against the Borrower, occasioned by breach or alleged breach by the Borrower of its obligations under this Regulatory Agreement or otherwise, shall be entitled secured by or in any manner constitute a lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal Agent or any other person, and all such obligations shall be, and by this Regulatory Agreement are, subordinate in priority, in right to recover legal fees payment and costs from in all other respects to the obligations, liens, rights (including without limitation the right to payment) and interests arising or created under the Borrower Loan Documents. Accordingly, so long as the Borrower Loan has not been repaid in full, neither the Governmental Lender nor the Fiscal Agent shall have the right to enforce any monetary obligation other partythan directly against the Borrower, without recourse to the Project. In addition, so long as the Borrower Loan has not been repaid in full, any such enforcement must not cause the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future.

Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee Majority Owner to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the LenderMajority Owner, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the LenderMajority Owner, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal fees and costs from the other party.

Default; Enforcement. (a) If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after written notice thereof shall have been given by the Issuer, the Lender Issuer or the Trustee to the Owner and to the Owner’s limited partners at the addresses set forth in Section 11.06 of the Indenture, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer or the Trustee (as directed by the Issuer, subject to the provisions of the Indenture) acting on its own behalf or on behalf of the Issuer, shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner or the Owner’s limited partner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law Act or the Code. . (b) Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of the Issuer, subject to the terms provisions of the Indenture, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; (iii) require the Owner to pay to the Lender or, if there is no Lender, to the Issuer, an amount equal to the excess rent or other amounts received by the Owner for any units in the Project that were in violation of this Regulatory Agreement during the period such violation continued (which payment shall not reduce the amount due under the Loan); (iv) declare a default under the Loan Agreement and proceed with any remedies provided therein; and (v) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of this Regulatory Agreement such agreements made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. . (c) The Trustee shall have the right, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the action, that Trustee shall give the Issuer and the Lender written notice of its intended action. After the Indenture has been discharged, the Issuer may act on its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall not be deemed to be a cure have knowledge of any default hereunder unless the Trustee shall have been specifically notified in writing of such default by the Owner and shall be accepted Issuer, the Administrator, the Lender or rejected on the same basis as if made or tendered by the Owner. Owners of at least 25% of the Bonds outstanding. (d) All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner. (e) No breach or default under this Regulatory Agreement shall defeat or render invalid the lien of the Mortgage or any other mortgage or like encumbrance upon the Project or any portion thereof given in good faith and for value. (f) Promptly upon determining that a violation of this Regulatory Agreement has occurred, the Issuer or the Trustee shall, by written notice, inform the Lender that such violation has occurred, the nature of the violation and that the violation has been cured or has not been 653546.doc 4/29/2010 cured, but is curable within a reasonable period of time, or is incurable; providednotwithstanding the occurrence of such violation, howeverneither the Issuer nor the Trustee shall have, and each of them acknowledge that they shall not have, any right to cause or direct acceleration of the Loan, to enforce the Mortgage Note or to foreclose on the Mortgage. (g) Notwithstanding anything contained in this Regulatory Agreement to the contrary: (i) The occurrence of an event of default under this Regulatory Agreement shall not (a) impair, defeat or render invalid the lien of the Mortgage or (b) under any circumstances whatsoever, be or be deemed to be a default under the Loan Documents, except as may be otherwise specified in the event that any action arises hereunder in which Loan Documents. (ii) neither the Owner and Issuer nor the Trustee are adversariesmay, upon the prevailing partyoccurrence of an event of default under this Regulatory Agreement, if anyseek, shall be entitled in any manner, to recover legal fees and costs from (a) cause or direct acceleration of the other party.Loan, (b) enforce the Mortgage Note, (c) foreclose on the Mortgage,

Default; Enforcement. If the Owner defaults County determines that Borrower is in the default of its performance or observance of any covenant, agreement or obligation of the Owner Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 sixty (60) days after notice thereof shall have been given by the Issuer, the Lender or the Trustee County to the Owner, or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such defaultBorrower, then the Issuer or the Trustee shall County may declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 sixty (60) days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner Borrower institutes corrective action within said 60 sixty (60) days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 sixty (60) days will not adversely affect the Tax-Exempt status of interest on the Series 2020A Bonds. The Issuer and the Trustee shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer or the Trustee, at the written direction of Issuer, subject to the terms of the IndentureCounty, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner Borrower to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer or the Trustee County hereunder; , and (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner Borrower pertaining to the Project; (iii) take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder; and (iv) with the consent of the Lender, which consent shall not be unreasonably withheld, declare a default under the Loan Agreement, as applicable, and proceed with any remedies provided therein. The Owner Borrower hereby agrees that specific enforcement of the OwnerBorrower’s agreements contained herein is the only means by which the Issuer County may fully obtain the benefits of this Regulatory Agreement made by the Owner Borrower herein, and the Owner therefore Borrower, therefore, agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner Borrower hereunder. The Trustee shall have In the rightevent of any action taken to enforce this Regulatory Agreement, in accordance with this Section and the provisions of the Indenture, without the consent or approval of the Issuer, but with the consent of the Lender, which consent shall not be unreasonably withheld, to exercise any or all of the rights or remedies of the Issuer hereunder; provided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. After the Indenture has been discharged, the Issuer may act on each party is solely responsible for its own behalf to declare an “Event of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same extent and with the same effect as if taken by the Trustee. The Issuer and the Trustee hereby agree that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Trustee and the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner; provided, however, that in the event that any action arises hereunder in which the Owner and the Trustee are adversaries, the prevailing party, if any, shall be entitled to recover legal attorney fees and costs from the other partycosts.