Common use of Representations, Covenants and Warranties of the Borrower Clause in Contracts

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum principal amount of the Loan by November 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirty

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsBonds (it being acknowledged, however, that the foregoing does not apply to Bonds owned by a “substantial user” of the Project or a “related person” to the Borrower within the meaning of Section 147(a) of the Code), or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative Issuer and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsBonds (it being acknowledged, however, that the foregoing does not apply to Bonds owned by a “substantial user” of the Project or a “related person” to the Borrower within the meaning of Section 147(a) of the Code). (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located site and the commencement of the rehabilitation construction of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition and construction of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects Project and to expend the full maximum $ principal amount of the Loan for Project Costs by November February 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement, the Act or the Code. (i) On the Completion Date, the Borrower shall deliver to the Issuer and the Bondowner Representative a duly executed Completion Certificate. (j) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are first occupied, the Borrower will submit to the Issuer (with a copy to the Bondowner Representative), and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit D hereto. (l) Money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Bonds from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Bonds and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Bonds will be used to pay issuance costs of the Bonds, within the meaning of Section 147(g) of the Code. (n) The Borrower shall file the annual certification required by Section 142(d)(7) of the Code with the Internal Revenue Service, and shall provide a copy thereof to the Administrator and the Bondowner Representative. (o) No portion of the proceeds of the Bonds shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Bonds shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (p) In accordance with Section 147(b) of the Code, the average maturity of the Bonds does not exceed 120% of the average reasonably expected economic life of the facilities being financed by the Bonds. (q) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (r) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (s) The Borrower shall remit to Old Republic Title Company, on the Closing Date, the amount of the Initial Disbursement (as defined in the Indenture), to be used to pay Project Costs. (t) Notwithstanding the provisions of Section 5.18 Sections 3.3(h)(iii) and (iv) and 11.44 of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Bonds have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Bonds in the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Issuer, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (u) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Bonds to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds to assist the Borrower in rehabilitating, constructing and developing the Project.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender or the Bondowner Representative Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds Governmental Lender Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Funding Lender and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsGovernmental Lender Note. (e) The proceeds of the loan to the Borrower under the Borrower Loan Agreement will be used to pay costs of the acquisition and rehabilitation of the Project and related costs. The commencement of the acquisition and rehabilitation by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Borrower Loan. (f) The Borrower will proceed with due diligence to complete the acquisition and rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $ authorized principal amount of the Borrower Loan for Project Costs by November December 1, 20192016. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Borrower Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven five percent (9795%) or more of such disbursements, and less than twenty-twenty- five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement, the Act or the Code. (i) On or as soon as practicable after the Completion Date of the Project, the Borrower will submit to the Governmental Lender (with a copy to the Funding Lender) a duly executed and completed Completion Certificate. (j) The Borrower acknowledges that the Governmental Lender may appoint an Administrator other than the Governmental Lender to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) The Borrower agrees to expend towards the rehabilitation of the Project (such expenditures to constitute “rehabilitation expenditures” as defined in Section 147(d) of the Code), within two (2) years of the Closing Date, an amount at least equal to fifteen percent (15%) of the proceeds of the Borrower Loan used to acquire the buildings (and equipment) comprising the Project. (l) Money on deposit in any fund or account in connection with the Borrower Loan or the Governmental Lender Note, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Governmental Lender Note to be an “arbitrage bond” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Governmental Lender Note from being an “arbitrage bond” under the Code. (m) All of the proceeds of the Funding Loan and earnings from the investment of such proceeds will be used to pay costs of the Project; and no more than two percent (2%) of the proceeds of the Funding Loan will be used to pay Costs of Funding. (n) No portion of the proceeds of the Governmental Lender Note shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Governmental Lender Note shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Governmental Lender Note and the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Governmental Lender Note in order to provide funds to assist the Borrower in acquiring and constructing the Project. (r) Notwithstanding the provisions of Section 5.18 5.35 of the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Governmental Lender Note have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Governmental Lender Note in the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five- year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer or Governmental Lender and the Bondowner Representative Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the applicable requirements of the Funding Loan Agreement, the Borrower Loan Agreement and this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsGovernmental Lender Note, or the exemption from California personal income taxation of the interest on the Bonds Governmental Lender Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Funding Lender and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsGovernmental Lender Note. (e) The acquisition by the Borrower of an interest in the sites site on which the Project and the Other Project are is located and the commencement of the rehabilitation construction of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend an amount at least equal to five percent (5%) of the $ maximum principal amount of the LoanGovernmental Lender Note. (f) The Borrower will proceed with due diligence to complete the rehabilitation construction of the Project and the Other Project and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation acquisition and construction of the Projects Project and to expend the full maximum $ aggregate principal amount of the Borrower Loan by November 1August 31, 20192022. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have has been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Borrower Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 6.14(j) of the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Governmental Lender Note has been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Governmental Lender Note in the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (i) As soon as practicable after the Completion Date, the Borrower shall deliver to the Governmental Lender and the Funding Lender a duly executed Completion Certificate. (j) The Borrower acknowledges that the Governmental Lender has appointed the Administrator to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. The Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are first occupied, the Borrower will submit to the Governmental Lender (with a copy to the Funding Lender), and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit F hereto. (l) Money on deposit in any fund or account in connection with the Funding Loan, the Borrower Loan, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Governmental Lender Note to be an “arbitrage bond” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Governmental Lender Note from being an “arbitrage bond” under the Code. (m) All of the proceeds of the Borrower Loan and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Borrower Loan will be used to pay issuance costs of the Governmental Lender Note, within the meaning of Section 147(g) of the Code. (n) No portion of the proceeds of the Borrower Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Borrower Loan shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) In accordance with Section 147(b) of the Code, the average maturity of the Governmental Lender Note does not exceed 120% of the average reasonably expected economic life of the facilities being financed by the Borrower Loan. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code pertaining to the Project, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code pertaining to the Project. (q) The Borrower shall pay all of the Costs of Issuance (as defined in the Borrower Loan Agreement). (r) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate and the Borrower Loan Agreement relating to the Project. (s) The Borrower hereby represents and warrants that the Project is located entirely within the City. (t) The Borrower agrees to comply with the provisions of Sections 6.14, 6.16, 6.17 and 6.18 of the Borrower Loan Agreement as in effect on the Closing Date. (u) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Governmental Lender Note in order to provide funds to assist the Borrower in acquiring and constructing the Project.

Representations, Covenants and Warranties of the Borrower. (a) The statements made Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the various certificates delivered by Tax Certificate and the Borrower Note Purchase Agreement relating to the Issuer or acquisition, rehabilitation, improvement, installation and operation of the Bondowner Representative on the Closing Date are true and correctProject. (b) The Borrower (hereby represents and any person related to it warrants that the Project is located entirely within the meaning City of Section 147(a)(2) West Lafayette, County of Tippecanoe, Indiana, which is part of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other Regulatory AgreementArea. (c) The Borrower will acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Notes to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not take relied on the Governmental Lender for any guidance or permitexpertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Notes in order to provide funds to assist the Borrower in the acquisition, rehabilitation, improvement, installation and operation of the Project. (d) As soon as is reasonably possible, the Borrower shall notify the Original Purchaser and the Governmental Lender of the existence of any situation or omit to take the occurrence of any event of which the Borrower has knowledge, the existence or occurrence of which would violate any of the provisions of this Agreement or cause the interest on the Notes to be taken, as is appropriate, any action that would adversely affect become includable in the exclusion from gross income of the holders thereof for federal income tax purposes, including the provision to the Original Purchaser of all notices and correspondence from the Governmental Lender or the Internal Revenue Service with respect to compliance with the provisions hereof. (e) This Agreement shall be recorded in the office of the county recorder of the County of Tippecanoe and shall be recorded in the grantor-grantee index in the name of the Borrower as grantor and to the name of the Governmental Lender as grantee. (f) The Borrower is a limited liability company organized and existing under the laws of the State of Indiana and has duly authorized, by proper action, the execution and delivery of this Regulatory Agreement. (g) Neither the execution and delivery of this Regulatory Agreement or any other document in connection with the financing of the Project, the consummation of the transactions contemplated hereby and thereby nor the fulfillment of or compliance with the terms and conditions hereof and thereof conflicts with or results in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default (with due notice or the passage of time or both) under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (h) The execution, delivery and performance of this Regulatory Agreement and all other documents to be delivered by the Borrower in connection with the consummation of the transactions contemplated hereby will not conflict with, or constitute a breach of or default under, any indenture, mortgage, deed of trust, lease, note, commitment, agreement or other instrument or obligation to which the Borrower is a party or by which the Borrower or any of its property is bound, or under any law, rule, regulation, judgment, order or decree to which the Borrower is subject or by which the Borrower or any of its property is bound. (i) To the best of the Borrower’s knowledge, there is no action, suit, proceeding, inquiry or investigation by or before any governmental agency, public board or body pending or threatened against the Borrower (nor to the best of its knowledge is there any basis therefor), which: (i) affects or seeks to enjoin, prohibit or restrain the issuance, sale or delivery of the Notes or the execution and delivery of this Regulatory Agreement, (ii) affects or questions the validity or enforceability of the Notes or this Regulatory Agreement, (iii) questions the Tax-Exempt status of the Notes, or (iv) questions the power or authority of the Borrower to own, acquire, rehabilitate, equip, improve or operate the Project or to execute, deliver or perform the Borrower’s obligations under this Regulatory Agreement. (j) The Borrower has and will have fee simple title to the Project sufficient to carry out the purposes of this Regulatory Agreement, and such title shall be in and remain in the interest name of the Borrower except as otherwise permitted by this Regulatory Agreement. (k) The Project consists and will consist of those facilities described herein, which generally are described as apartment complexes and related facilities situated on the Bonds, real property described in Exhibit A hereto. The Borrower shall not make any changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exemption from California personal federal income taxation of the interest on the Bonds andNotes. The Borrower will utilize and operate the Project as a multifamily rental housing project during the term of the Notes in accordance with all applicable federal, if it should take or permitstate and local laws, or omit rules, and regulations applicable to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereofthe Project. (dl) The Borrower has obtained, or will take such action obtain on or actions as may be necessarybefore the date required therefor, in all necessary certificates, approvals, permits and authorizations with respect to the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department operation of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsProject. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum principal amount of the Loan by November 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirty

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan Loans to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) The acquisition by the Borrower of an interest in the sites site on which the Project and the Other Project are is located and the commencement of the rehabilitation of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan Loans pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the LoanLoans. (f) The Borrower will proceed with due diligence to complete the rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the LoanLoans. The Borrower reasonably expects to complete the rehabilitation of the Projects Project and to expend the full maximum principal amount of the Loan Loans by November 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan Loans have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan Loans will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 of the Loan Agreement, and in addition thereto, the The Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirty

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower It will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative Issuer and the Borrower, to comply fully with the Housing Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) The acquisition and commencement of rehabilitation by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects Development occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the acquisition and rehabilitation of the Project and the Other Project Development and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $__________ principal amount of the Loan for Development Costs by November 1, 2019_. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Development Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement, the Housing Act or the Code. (i) On the Completion Date of the Development, the Borrower will submit to the Issuer, a duly executed and completed Completion Certificate. (j) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Development and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (k) The Borrower agrees to expend towards the rehabilitation of the Development (such expenditures to constitute “rehabilitation expenditures” as defined in Section 147(d) of the Code), within two (2) years of the Closing Date, an amount at least equal to fifteen percent (15%) of the proceeds of the Bonds used to acquire the buildings (and equipment) comprising the Development. (l) Money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Bonds from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Bonds and earnings from the investment of such proceeds will be used to pay Development Costs; and no more than two percent (2%) of the proceeds of the Bonds will be used to pay Issuance Costs. (n) No portion of the proceeds of the Bonds shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Bonds shall be used for an office unless the office is located on the premises of the facilities constituting the Development and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Development. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Bonds to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds to assist the Borrower in acquiring and rehabilitating the Development. (r) Notwithstanding the provisions of Section 5.18 Sections 3.3(h)(iv), 11.39 and 11.44(c) of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Bonds have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Bonds in the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Issuer, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer or County, the Subordinate Bonds Trustee, the Bondowner Representative or the Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan Loans to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, the Subordinate Loan Agreements and this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsObligations, or the exemption from California personal income taxation of the interest on the Bonds Obligations and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerCounty, the Bondowner Representative Funding Lender, the Subordinate Bonds Trustee and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsObligations. (e) The acquisition by the Borrower of an a fee interest in the sites site on which the Project and the Other Project are is located and the commencement of the rehabilitation construction of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan Loans pursuant to which the Borrower is obligated to expend at least five percent (5%) of the $120,000,000 maximum principal amount of the LoanLoans (other than the portion to be used to redeem or pay at maturity the B-B1 Bonds). (f) The Borrower will proceed with due diligence to complete the rehabilitation construction of the Project and the Other Project and the full expenditure of the proceeds of the LoanLoans. The Borrower reasonably expects to complete the rehabilitation acquisition and construction of the Projects Project and to expend the full maximum $120,000,000 principal amount of the Loan Loans (other than the portion to be used to redeem or pay at maturity the B-B1 Bonds) by November 1__________, 2019____. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan Loans have been accurately set forth in a certificate of the Borrower delivered to the Issuer County on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan Loans (other than the portion to be used to redeem or pay at maturity the B-B1 Bonds) will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 5.35 of the Borrower Loan AgreementAgreement and Sections 2.4 of the Subordinate Loan Agreements, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Obligations have both been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Obligations in the prior five-year period (or, with respect to the final such report following the repayment of the Obligations, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Obligations, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the County, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (i) As soon as practicable after the Completion Date, the Borrower shall deliver to the County (with a copy to the Funding Lender and to the Subordinate Bonds Trustee) a duly executed Completion Certificate. (j) The Borrower acknowledges that the County has appointed the Administrator to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. The Borrower shall comply with any reasonable request by the County or the Administrator to deliver to any such Administrator, in addition to or instead of the County, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the County. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are first occupied, the Borrower will submit to the County (with a copy to the Funding Lender and to the Subordinate Bonds Trustee), and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit F hereto. (l) Money on deposit in any fund or account in connection with the Loans or the Obligations, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause any of the Obligations to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Obligations from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Loans (other than the portion to be used to redeem or pay at maturity the B-B1 Bonds) and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Loans (other than the portion to be used to redeem or pay at maturity the B-B1 Bonds) will be used to pay issuance costs of the Obligations, within the meaning of Section 147(g) of the Code. (n) No portion of the proceeds of the Obligations shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Obligations shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) In accordance with Section 147(b) of the Code, the average maturity of the Obligations (other than the portion of the B-B2 Bonds to be used to redeem or pay at maturity the B-B1 Bonds) does not exceed 120% of the average reasonably expected remaining economic life of the facilities being financed by the Borrower Loan. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code pertaining to the Project, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code pertaining to the Project. (q) The Borrower shall pay all of the Costs of Funding and all costs if issuance of the Subordinate Bonds. (r) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate, in the Funding Loan Agreement and in the Subordinate Loan Agreements relating to the Project. (s) The Borrower hereby represents and warrants that the Project is located entirely within the City. (t) The Borrower agrees to comply with the provisions of Sections 5.34 and 5.35 of the Borrower Loan Agreement, and Sections 2.5 of the Subordinate Loan Agreements. (u) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Obligations, the Loans and the Funding Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the County for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the County in any manner except to issue the Obligations in order to provide funds to assist the Borrower in acquiring and constructing the Project.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender or the Bondowner Representative Bank on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, Tax-Exempt Notes or the exemption from California personal income taxation of the interest on the Bonds Funding Loan Notes and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Bank and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsTax-Exempt Notes. (e) The proceeds of the loan to the Borrower under the Borrower Loan Agreement will be used to pay costs of the acquisition and construction of the Projects and related costs. The commencement of the acquisition and construction by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Borrower Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition and construction of the Project and the Other Project Projects and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $ authorized principal amount of the Borrower Loan for Project Costs by November 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Notes will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven five percent (9795%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement, the Other Regulatory Agreement, the Act or the Code. (i) On or as soon as practicable after the Completion Date of the Projects, the Borrower will submit to the Governmental Lender (with a copy to the Bank) a duly executed and completed Completion Certificate. Only one Completion Certificate shall be prepared and filed with respect to this requirement and Section 2(i) of the Other Regulatory Agreement. (j) The Borrower acknowledges that the Governmental Lender may appoint an Administrator other than the Governmental Lender to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project and in the Other Project are occupied, the Borrower will submit to the Governmental Lender and the Bank, and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit D hereto. (l) Money on deposit in any fund or account in connection with the Borrower Loan or the Funding Loan Notes, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Tax-Exempt Notes to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Tax- Exempt Notes from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Funding Loan and earnings from the investment of such proceeds will be used to pay costs of the Projects; and no more than two percent (2%) of the proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Notes will be used to pay costs associated with the issuance, execution and delivery of the Tax-Exempt Notes. (n) No portion of the proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Notes shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Notes shall be used for an office unless the office is located on the premises of the facilities constituting the Project or the Other Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project or the Other Project. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement and the Other Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Funding Loan Notes and the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Funding Loan Notes in order to provide funds to assist the Borrower in acquiring and constructing the Projects. (r) Notwithstanding the provisions of Section 5.18 2(c)(ix) of the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Tax-Exempt Notes have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Tax-Exempt Notes in the prior five-year period (or, with respect to the final such report following the repayment of the Tax-Exempt Notes, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Tax-Exempt Notes, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender or the Bondowner Representative Bank on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, Tax-Exempt Notes or the exemption from California personal income taxation of the interest on the Bonds Funding Loan Notes and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Bank and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsTax-Exempt Notes. (e) The proceeds of the loan to the Borrower under the Borrower Loan Agreement will be used to pay costs of the acquisition and construction of the Projects and related costs. The commencement of the acquisition and construction by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Within six months of the Closing Date, the Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower was obligated to expend at least five percent (5%) of the maximum principal amount of the portion of the Borrower Loan funded with proceeds of the Notes C-1 and C-2. Within six months of the Note D Closing Date, the Borrower will have incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan.portion of the Borrower Loan funded with proceeds of Note D. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition and construction of the Project and the Other Project Projects and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $19,200,000 authorized principal amount of the Borrower Loan for Project Costs by November 1February 20, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the portion of the Borrower Loan funded with proceeds of the Notes C-1 and C-2 have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date, and the Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the portion of the Borrower Loan funded with proceeds of Note D have been accurately set forth in a certificate of the Borrower delivered to the Governmental Lender on the Note D Closing Date. At all times, the aggregate disbursements of the proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Notes will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven five percent (9795%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement, the Other Regulatory Agreement, the Act or the Code. (i) On or as soon as practicable after the Completion Date of the Projects, the Borrower will submit to the Governmental Lender (with a copy to the Bank) a duly executed and completed Completion Certificate. Only one Completion Certificate shall be prepared and filed with respect to this requirement and Section 2(i) of the Other Regulatory Agreement. (j) The Borrower acknowledges that the Governmental Lender may appoint an Administrator other than the Governmental Lender to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project and in the Other Project are first occupied, the Borrower will submit to the Governmental Lender and the Bank, and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit D hereto. (l) Money on deposit in any fund or account in connection with the Borrower Loan or the Funding Loan Notes, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Tax-Exempt Notes to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Tax- Exempt Notes from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Funding Loan and earnings from the investment of such proceeds will be used to pay costs of the Projects; and no more than two percent (2%) of the proceeds of the Borrower Loan will be used to pay costs associated with the issuance, execution and delivery of the Funding Loan Notes. (n) No portion of the proceeds of the portion of the Borrower Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Borrower Loan shall be used for an office unless the office is located on the premises of the facilities constituting the Project or the Other Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day- to-day operations of the Project or the Other Project. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate and the Note D Tax Certificate. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement and the Other Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Funding Loan Notes and the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Funding Loan Notes in order to provide funds to assist the Borrower in acquiring and constructing the Projects. (r) Notwithstanding the provisions of Section 5.18 clause 2(c)(ix) of Exhibit C to the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Tax-Exempt Notes have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Tax-Exempt Notes in the prior five-year period (or, with respect to the final such report following the repayment of the Tax-Exempt Notes, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Tax-Exempt Notes, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender or the Bondowner Representative Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Funding Loan Agreement, the Borrower Loan Agreement and this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsGovernmental Lender Note, or the exemption from California personal income taxation of the interest on the Bonds Governmental Lender Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Funding Lender and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsGovernmental Lender Note. (e) The acquisition by the Borrower of an a fee interest in the sites site on which the Project and the Other Project are is located and the commencement of the rehabilitation construction of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the $ maximum principal amount of the LoanFunding Loan evidenced by the Governmental Lender Note. (f) The Borrower will proceed with due diligence to complete the rehabilitation construction of the Project and the Other Project and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation acquisition and construction of the Projects Project and to expend the full maximum $___________ principal amount of the Borrower Loan by November 1__________, 2019_. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Borrower Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 5.35 of the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Governmental Lender Note have both been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Funding Loan in the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (i) As soon as practicable after the Completion Date, the Borrower shall deliver to the Governmental Lender and the Funding Lender a duly executed Completion Certificate. (j) The Borrower acknowledges that the Governmental Lender has appointed the Administrator to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. The Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are first occupied, the Borrower will submit to the Governmental Lender (with a copy to the Funding Lender), and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit F hereto. (l) Money on deposit in any fund or account in connection with the Funding Loan or the Borrower Loan, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Governmental Lender Note to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Governmental Lender Note from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Funding Loan and the Borrower Loan and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the portion of the Funding Loan evidenced by the Governmental Lender Note will be used to pay issuance costs of the Governmental Lender Note, within the meaning of Section 147(g) of the Code. (n) No portion of the proceeds of the portion of the Borrower Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Borrower Loan shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) In accordance with Section 147(b) of the Code, the average maturity of the Governmental Lender Note does not exceed 120% of the average reasonably expected remaining economic life of the facilities being financed by the Borrower Loan. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code pertaining to the Project, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code pertaining to the Project. (q) The Borrower shall pay all of the Closing Costs. (r) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate and the Borrower Loan Agreement relating to the Project. (s) The Borrower hereby represents and warrants that the Project is located entirely within the unincorporated area of the County. (t) The Borrower agrees to comply with the provisions of Sections 5.34 and 5.35 of the Borrower Loan Agreement, as in effect on the Closing Date. (u) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Governmental Lender Note in order to provide funds to assist the Borrower in acquiring and constructing the Project.

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other Regulatory AgreementAgreements. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project Projects are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation of the Project and the Other Project Projects and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects Project and to expend the full maximum principal amount of the Loan by November 1December 31, 20192018. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirty

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsBonds (it being acknowledged, however, that the foregoing does not apply to Bonds owned by a “substantial user” of the Project or a “related person” to the Borrower within the meaning of Section 147(a) of the Code), or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative Issuer and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsBonds (it being acknowledged, however, that the foregoing does not apply to Bonds owned by a “substantial user” of the Project or a “related person” to the Borrower within the meaning of Section 147(a) of the Code). (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation construction of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition and construction of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects Project and to expend the full maximum $ principal amount of the Loan for Project Costs by November 1, 201920 . (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement, the Act or the Code. (i) On the Completion Date, the Borrower shall deliver to the Issuer and the Bondowner Representative a duly executed Completion Certificate. (j) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are first occupied, the Borrower will submit to the Issuer (with a copy to the Bondowner Representative), and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit D hereto. (l) Money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Bonds from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Bonds and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Bonds will be used to pay issuance costs of the Bonds, within the meaning of Section 147(g) of the Code. (n) The Borrower shall file the annual certification required by Section 142(d)(7) of the Code with the Internal Revenue Service, and shall provide a copy thereof to the Administrator and the Bondowner Representative. (o) No portion of the proceeds of the Bonds shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Bonds shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (p) In accordance with Section 147(b) of the Code, the average maturity of the Bonds does not exceed 120% of the average reasonably expected economic life of the facilities being financed by the Bonds. (q) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (r) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (s) The Borrower shall remit to Old Republic Title Company, on the Closing Date, the amount of the Initial Disbursement (as defined in the Indenture), to be used to pay Project Costs. (t) Notwithstanding the provisions of Section 5.18 6.33(c) of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Bonds have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Bonds in the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Issuer, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (u) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Bonds to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds to assist the Borrower in rehabilitating, constructing and developing the Project.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower It will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the Issuer, the Bondowner Representative Issuer and the Borrower, to comply fully with the Housing Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsNote. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation construction and equipping of the Projects Project occurred after the date which was 60 days prior to August 10, 2016, the Inducement Datedate the Issuer first declared its “official intent” to reimburse costs paid with respect to the Project. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Borrower Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition, construction and equipping of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation acquisition and construction of the Projects Project and to expend the full maximum $[7,380,000] principal amount of the Borrower Loan by November 1, 2019.for Project Costs by (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the provisions of Section 5.18 proceeds from the Borrower Loan to be applied in a manner contrary to the requirements of the Loan Agreement, and in addition theretothis Regulatory Agreement, the Housing Act or the Code. (i) On the Completion Date of the Project, the Borrower agrees will submit to obtain the Issuer and the Funding Lender a written report duly executed and completed Completion Certificate. (j) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (k) The Borrower hereby represents and warrants that the Project is located entirely within the City of Oceanside, California. (l) Money on deposit in any fund or account in connection with the Note, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Note to be an independent firm with experience in calculating excess investment earnings for purposes “arbitrage bond” within the meaning of Section 148(f148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Note from being an “arbitrage bond” under the Code. (m) All of the proceeds of the Note and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Note will be used to pay issuance costs of the Note, within the meaning of Section 147(g) of the Code. (n) The Borrower shall file the annual certification required by Section 142(d)(7) of the Code with the Internal Revenue Service, and shall provide a copy thereof to the Issuer and the Funding Lender. (o) No portion of the proceeds of the Note shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Note shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimus amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (p) In accordance with Section 147(b) of the Code, not less than once on or about each five year anniversary the average maturity of the Closing Date Note does not exceed 120% of the average reasonably expected economic life of the facilities being financed by the Note. (q) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and within thirtywarranties of the Borrower contained in the Tax Certificate. (r) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (s) [Reserved.]

Representations, Covenants and Warranties of the Borrower. (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender, the Servicer or the Bondowner Representative Initial Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Project Loan to be applied in a manner contrary to the applicable requirements of the Project Loan Agreement, Agreement and this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsGovernmental Note, or the exemption from California personal income taxation of the interest on the Bonds Governmental Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the Issuer, the Bondowner Representative Governmental Lender and the BorrowerServicer, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsGovernmental Note. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Project Loan pursuant to which the Borrower is obligated to expend an amount at least equal to five percent (5%) of the $ maximum principal amount of the Project Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the Project Loan. The Borrower reasonably expects to complete the acquisition and rehabilitation of the Projects Project and to expend the full maximum $ principal amount of the Project Loan by November 1, 2019. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Project Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Project Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 2.04 of the Project Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Governmental Note has been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Governmental Note in the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Note, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Note, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report. (i) As soon as practicable after the Completion Date, the Borrower shall deliver to the Governmental Lender a duly executed Completion Certificate. (j) The Borrower acknowledges that the Governmental Lender has appointed the Administrator to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. The Borrower shall comply with any reasonable request by the Governmental Lender, the Administrator or the Servicer to deliver to the Administrator or the Servicer, as applicable, in addition to the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender and the Servicer upon its respective written request. (k) The Borrower agrees to expend towards the rehabilitation of the Project (such expenditures to constitute “rehabilitation expenditures” as defined in Section 147(d) of the Code), within two (2) years of the Closing Date, an amount at least equal to fifteen percent (15%) of the proceeds of the Project Loan used to acquire the buildings (and equipment) comprising the Project. (l) Money on deposit in any fund or account in connection with the Project Loan or the Funding Loan, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Governmental Note to be an “arbitrage bond” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Governmental Note from being an “arbitrage bond” under the Code. (m) All of the proceeds of the Project Loan and earnings from the investment of such proceeds will be used to pay Project Costs; and no more than two percent (2%) of the proceeds of the Project Loan will be used to pay issuance costs of the Governmental Note, within the meaning of Section 147(g) of the Code. (n) No portion of the proceeds of the Project Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Project Loan shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) In accordance with Section 147(b) of the Code, the average maturity of the Governmental Note does not exceed 120% of the average reasonably expected remaining economic life of the facilities being financed by the Project Loan. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code pertaining to the Project, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code pertaining to the Project. (q) The Borrower shall pay all of the Costs of Issuance. (r) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate and the Project Loan Agreement relating to the Project. (s) The Borrower hereby represents and warrants that the Project is located entirely within the unincorporated area of the County. (t) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the Project Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Governmental Note in order to provide funds to assist the Borrower in acquiring and constructing the Project.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer Governmental Lender or the Bondowner Representative Funding Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds Governmental Lender Note and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Funding Lender and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsGovernmental Lender Note. (e) The proceeds of the loan to the Borrower under the Borrower Loan Agreement will be used to pay costs of the acquisition and rehabilitation of the Projects and related costs. The commencement of the acquisition and rehabilitation by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Borrower Loan. (f) The Borrower will proceed with due diligence to complete the acquisition and rehabilitation of the Project and the Other Project Projects and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $ authorized principal amount of the Borrower Loan for Project Costs by November __________ 1, 2019_. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer Governmental Lender on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Borrower Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven five percent (9795%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement, the Other Regulatory Agreement, the Act or the Code. (i) On or as soon as practicable after the Completion Date of the Projects, the Borrower will submit to the Governmental Lender (with a copy to the Funding Lender) a duly executed and completed Completion Certificate. Only one Completion Certificate shall be prepared and filed with respect to this requirement and Section 2(h) of the Other Regulatory Agreement. (j) The Borrower acknowledges that the Governmental Lender may appoint an Administrator other than the Governmental Lender to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (k) The Borrower agrees to expend towards the rehabilitation of the Projects (such expenditures to constitute “rehabilitation expenditures” as defined in Section 147(d) of the Code), within two (2) years of the Closing Date, an amount at least equal to fifteen percent (15%) of the proceeds of the Borrower Loan used to acquire the buildings (and equipment) comprising the Projects. (l) Money on deposit in any fund or account in connection with the Borrower Loan or the Governmental Lender Note, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Governmental Lender Note to be an “arbitrage bond” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Governmental Lender Note from being an “arbitrage bond” under the Code. (m) All of the proceeds of the Borrower Loan and earnings from the investment of such proceeds will be used to pay costs of the Projects; and no more than two percent (2%) of the proceeds of the Borrower Loan will be used to pay Costs of Funding. (n) No portion of the proceeds of the Governmental Lender Note shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Governmental Lender Note shall be used for an office unless the office is located on the premises of the facilities constituting the Project or the Other Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project or the Other Project. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Certificate. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement and the Other Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Governmental Lender Note and the Borrower Loan Documents to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Governmental Lender for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Governmental Lender in any manner except to issue the Governmental Lender Note in order to provide funds to assist the Borrower in acquiring and rehabilitating the Projects. (r) Notwithstanding the provisions of Section 5.18 5.35 of the Borrower Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Governmental Lender Note have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Governmental Lender Note in the prior five- year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Governmental Lender Note, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Governmental Lender, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made in the various certificates delivered by the Borrower to the Issuer Issuer, the Servicer or the Bondowner Representative Trustee on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative Issuer and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds. (e) The acquisition and commencement of construction by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition and construction of the Project and the Other Project and the full expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the rehabilitation of the Projects and to expend the full maximum $ principal amount of the Loan for Project Costs by November August 1, 20192014. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) The Borrower will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, this Regulatory Agreement, the Act or the Code. (i) On the Completion Date of the Project, the Borrower will submit to the Issuer, a duly executed and completed Completion Certificate. (j) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and to monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (k) Within thirty (30) days after the date on which fifty percent (50%) of the dwelling units in the Project are occupied, the Borrower will submit to the Issuer and the Servicer, and will cause to be recorded in the County Recorder’s office, a duly executed and completed Certificate as to Commencement of Qualified Project Period in the form of Exhibit D hereto. (l) Money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Bonds from being “arbitrage bonds” under the Code. (m) All of the proceeds of the Bonds and earnings from the investment of such proceeds will be used to pay costs of the Project; and no more than two percent (2%) of the proceeds of the Bonds will be used to pay Costs of Issuance. (n) No portion of the proceeds of the Bonds shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. No portion of the proceeds of the Bonds shall be used for an office unless the office is located on the premises of the facilities constituting the Project and unless not more than a de minimis amount of the functions to be performed at such office is not related to the day-to-day operations of the Project. (o) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Tax Agreement. (p) The Borrower shall comply with all applicable requirements of Section 65863.10 of the California Government Code, including the requirements for providing notices in Sections (b), (c), (d) and (e) thereof, and with all applicable requirements of Section 65863.11 of the California Government Code. (q) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Bonds to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds to assist the Borrower in acquiring and rehabilitating the Project. (r) Notwithstanding the provisions of Section 5.18 5.18(c) of the Loan Agreement, and in addition thereto, the Borrower agrees to obtain a written report from an independent firm with experience in calculating excess investment earnings for purposes of Section 148(f) of the Code, not less than once on or about each five year anniversary of the Closing Date and within thirtythirty (30) days of the date the Bonds have been paid in full, determining that either (i) no excess investment earnings subject to rebate to the federal government under Section 148(f) of the Code have arisen with respect to the Bonds in the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report); or (ii) excess investment earnings have so arisen during the prior five-year period (or, with respect to the final such report following the repayment of the Bonds, have arisen since the last five-year report), and specifying the amount thereof that needs to be rebated to the federal government and the date by which such amount needs to be so rebated. The Borrower shall provide a copy of each report prepared in accordance with the preceding sentence to the Issuer, each time within one week of its receipt of the same from the independent firm that prepared the respective report.

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements and representations made by or on behalf of the Borrower in the various certificates (including, but not limited to, the Tax Certificate) delivered by the Borrower to the Issuer or the Bondowner Representative Governmental Lender on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of the Borrower Loan to be applied in a manner contrary to the requirements of the Borrower Loan Agreement, this Regulatory Agreement or the Other this Regulatory Agreement. (c) The Borrower will not take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the BondsTax-Exempt Governmental Lender Note, or the exemption from California personal income taxation of the interest on the Bonds Governmental Lender Notes and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Bondowner Representative Fiscal Agent and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations procedures or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the BondsTax-Exempt Governmental Lender Note. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects Project occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Borrower Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum principal amount of the LoanTax-Exempt Governmental Lender Note. (f) The Borrower will proceed with due diligence to complete the acquisition and rehabilitation of the Project and the Other Project and the full expenditure of the proceeds of the Borrower Loan. The Borrower reasonably expects to complete the acquisition and rehabilitation of the Projects Project and to expend the full maximum principal amount of the Borrower Loan for costs of the Project by November 1, 201920 . (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Borrower Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Borrower Loan attributable to the Tax-Exempt Governmental Lender Note will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-ninety seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 No proceeds of the Funding Loan Agreementwill be used to finance the acquisition or rehabilitation of any portion of the Project to be used, and in addition theretoor available for use, for retail commercial purposes. (i) On or as soon as practicable after the Completion Date, the Borrower agrees will submit to obtain the Governmental Lender and the Fiscal Agent a written report duly executed and completed Completion Certificate. (j) Money on deposit in any fund or account in connection with any of the Governmental Lender Notes, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower, in a manner which would cause either series of the Tax-Exempt Governmental Lender Note to be an independent firm with experience in calculating excess investment earnings for purposes “arbitrage bond” within the meaning of Section 148(f) 148 of the Code, not less than once on or about and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent each five year anniversary series of the Closing Date Tax-Exempt Governmental Lender Note from being an “arbitrage bond” under the Code. (k) The Borrower acknowledges that the Governmental Lender may appoint an Administrator other than the Governmental Lender to administer this Regulatory Agreement and within thirtyto monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Governmental Lender or the Administrator to deliver to any such Administrator, in addition to or instead of the Governmental Lender, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Governmental Lender. (l) No proceeds of the portion of the Borrower Loan funded with proceeds of the Tax-Exempt Governmental Lender Note will be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property was pursuant to such acquisition; provided, however, that this limitation shall not apply with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined in the Code) with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Tax-Exempt Governmental Lender Note; and provided, further, that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed one hundred percent (100%) of the portion of the cost of acquiring such structure financed with the proceeds of the Tax-

Representations, Covenants and Warranties of the Borrower. The Borrower hereby represents, as of the date hereof, and covenants, warrants and agrees as follows: (a) The statements made by or on behalf of the Borrower in the various certificates delivered by the Borrower to the Issuer or the Bondowner Representative on the Closing Date are true and correct. (b) The Borrower (and any person related to it within the meaning of Section 147(a)(2) of the Code) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds of: (i) the Bond Mortgage Loan to be applied in a manner contrary to the requirements of the Financing Agreement or this Regulatory Agreement; or (ii) the Loan to be applied in a manner contrary to the requirements of the Loan Agreement, Agreement and this Regulatory Agreement or the Other Regulatory Agreement. (c) The Borrower It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption from California personal income taxation of the interest on each series of the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (d) The Borrower It will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer, the Bondowner Representative Trustee and the Borrower, to comply fully with the Act, the Code and all applicable rules, rulings, policies, procedures, Regulations procedures or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service to the extent necessary to maintain the exclusion from gross income for federal income tax purposes of interest on each series of the Bonds. (e) The acquisition by the Borrower of an interest in the sites on which the Project and the Other Project are located and the commencement of the rehabilitation of the Projects occurred after the date which was 60 days prior to the Inducement Date. The Borrower has incurred a substantial binding obligation to expend proceeds of the Bond Mortgage Loan pursuant to which the Borrower is obligated to expend at least five percent (5%) of the maximum aggregate principal amount of the Bond Mortgage Loan and of the Loan. (f) The Borrower will proceed with due diligence to complete the rehabilitation acquisition, construction and equipping of the Project and the Other Project and the full expenditure of the proceeds of the Bond Mortgage Loan and of the Loan. The Borrower reasonably expects to complete the rehabilitation acquisition, construction and equipping of the Projects Project and to expend the full maximum principal amount of the Bond Mortgage Loan and of the Loan for Project Costs by November 1, 20192012. (g) The Borrower’s reasonable expectations respecting the total expenditure of the proceeds of the Bond Mortgage Loan and of the Loan have been accurately set forth in a certificate of the Borrower delivered to the Issuer on the Closing Date. At all times, the aggregate disbursements of the proceeds of the Bond Mortgage Loan and of the Loan will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements, and less than twenty-five percent (25%) of such disbursements shall have been used to pay for the acquisition of land or an interest therein. (h) Notwithstanding the provisions of Section 5.18 No proceeds of the Loan AgreementBonds will be used to finance the acquisition or construction of any portion of the Project to be used, and in addition theretoor available for use, for retail commercial sales. (i) On the Completion Date, the Borrower agrees will submit to obtain the Issuer and the Trustee a written report duly executed and completed Completion Certificate. (j) Money on deposit in any fund or account in connection with any of the Bonds, whether or not such money was derived from an independent firm with experience other sources, shall not be used by or under the direction of the Borrower, in calculating excess investment earnings for purposes a manner which would cause either series of the Bonds to be “arbitrage bonds” within the meaning of Section 148(f) 148 of the Code, not less than once on or about and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent each five year anniversary series of the Closing Date Bonds from being “arbitrage bonds” under the Code. (k) The Borrower acknowledges that the Issuer may appoint an Administrator other than the Issuer to administer this Regulatory Agreement and within thirtyto monitor performance by the Borrower of the terms, provisions and requirements hereof. In such event, the Borrower shall comply with any reasonable request by the Issuer or the Administrator to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and to make the Project and the books and records with respect thereto available for inspection by the Administrator as an agent of the Issuer. (l) No proceeds of either series of the Bonds will be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such property was pursuant to such acquisition; provided, however, that this limitation shall not apply with respect to any building (and the equipment therefor) if rehabilitation expenditures (as defined in the Code) with respect to such building equal or exceed fifteen percent (15%) of the portion of the cost of acquiring such building (and equipment) financed with proceeds of the Bonds; and provided, further, that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed one hundred percent (100%) of the portion of the cost of acquiring such structure financed with the proceeds of the Bonds. (m) On the date on which fifty percent (50%) of the units in the Project are first rented to tenants, the Borrower will submit to the Issuer and the Trustee a duly executed and completed Certificate as to Commencement of Qualified Project Period, in the form of Exhibit E hereto. (n) The Borrower hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Borrower contained in the Financing Agreement, the Loan Agreement and the Tax Certificate.