NEW ISSUE -BOOK ENTRY ONLY RATING S&P "AA+' See"RATING" herein

In the cpinion ofKutak Rock LLP, Bond Counsel, under existicg laws, regulations, rulingsandjudicial decisions and assuning cmtinuirg ccrrpliancewith certain covemnts, interest: on the_ Bonds is exc::luded_fromgross i ncorre fcr federal i n:::orre tax purrnses, except for interest: on any Bond for any pericd during \Mlich such Bond Is held by a" substantJal user" of the fac1l 1t1es financed by the Bonds or a" related person" wth1 n the rrearnng of SectJm 147(a) of the Code and interest on the Bonds is not a specific µeferen:::e item cr included in adjusted current earni rgs of corp::t"ations for purrnses of the federal alternative nini rrum tax. Bond Counsel is further of the opinion that interest: on the Bmds is exerrp:: from State of California ta:xation, excepting inheritance and gift taxes. For a rmre corrplete descrip:ion, see"TAX MATIERS" herein.

$11, 100,000 CITY OF LOS ANGELES

MULTIFAMILY HOUSING REVENUE BONDS (GILBERT LINDSAY APARTMENTS)

SERI ES 2016R-1 Dated Date of Delivery Maturity As shewn belcw

The Multifannly Housing Revenue Bonds (Gilbert Lindsay Apartrrent,l Series 2016R-l (the "Bonds') will be issued under the prCNisms of the Trust Indenture dated as of July l, 2017 (the" Indenture'), between the City of Los Angeles (the "Issuer') and US. Bank Nationa Associatlm, as trustee (the "Trustee'). The Bonds will be issued for the purpose of rmk1ng a loan (the" Loan') to Gilbert Lindsay Housng LP, a California l1mted partnership (the" Borrower') to finance a portim of the costs of acquiring a ground leasehold interest in, rehab litating, equipping and otheiwi se imprCNi ng an existing 137-unit (including 1wo rmnager units) apartrrent cmnplex, as rmre fully descnbed under "THE PROJECT AND THE PRIVATE PAR Tl Cl PANTS" herein.

The Bonds will be issued as fully registered bonds in book ent,y form and book ent,y interests in the Bonds will be avaJlable for purchase in principal armunts of $5,CXXl or any integral rmltiple thereof. Interest on the Bonds is payable on January l andJ uly l of each year, cmnnnencingJ anuary l, 201& owners of book ent,y interests in the Bmdswill nct receive phys cal delive,y of bmd certificate~ The Deposito,y Trust Corrpany, New York, NewY ork (" DTC') will act as a securities dernsito_ry for the Bmds. OTC, _or its mninee, will receive all payrrents with respect to the Bords from the Trustee. OTC is required by its rules ard procedures to remt su:::h payrrents to part1cq::.0.nts 1n OTC for subsequent disburserrent to the cwners of l:xx:t entry interests. See "THE BONDS-Book Entry Systeni' herein.

The Bond~ when, as and if issued will be special obligatlmsof the Issuer, payable soely frmnthe revenues and cther rmneys assgned by the I ndentureto secure that paynnent, wh1 ch Include the paynnents required to be rmde by the B orrcwer underthe Loan Agreennent dated as of J uly l, 2017 (the " Loan Agreennent'') between the Bcrrower and the Issuer.

At all times the Bonds will be secured by Eligible I nvestnnents and Available Moneys sufficient, without need for reinvestment, to pay all of the interest: on the Bonds when due and to pay the principal of the Bonds at maturity cr date of earlier redemption, as further deg:ribed herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS."

THE BONDS ARE ISSUED PURSUANT TO THE LAW AND IN ACCORDANCE WITH THE ACT, AND ARE LIMITED OBLIGATIONS OF THE ISSUER. NEITHER THE CITY COUNCIL OF THE ISSUER NOR ANY OFFICIAL OR EMPLOYEE OF THE ISSUER NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS AND THE I NT ER EST THEREON ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED IN THE INDENTURE) AND ANY OTHER REVENUES, FUNDS OR ASSETS PLEDGED UNDER THE INDENTURE AND NOT FROM ANY OTHER REVENUES, FUNDS OR ASSETS OF THE ISSUER. NEITHER THE ISSUER, THE STATE OF CALIFORNIA (THE "STATE") NOR ANY OTHER POLITICAL CORPORATION OR SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS OR THE I NT ER EST THEREON OR OTHER COSTS I NCI DENT THERETO EXCEPT FROM THE MONEY PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR THE TAXI NG POWER OF THE STATE NOR ANY POLITICAL CORPORATION OR SUBDIVISION OR AGENCY THEREOF NOR THE FAITH AND CREDIT OF THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO. THE BONDSARE NOTADEBTOFTHE UNITED STATES OF AMERICA.

The Bonds are subject to optional redemption prior to their stated rmturity. See "THE BONDS - Optlona Redemp1lor1' herein.

THIS COVER PAGE CONT Al NS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. THIS COVER PAGE IS NOT INTENDED TO BE A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THIS ENTIRE OFFICIAL STATEMENT, INCLUDING THE APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO THE MAKI NG OF AN INFORMED INVESTMENT DECISION.

Date

July l, 2019

Armunt

$11, l 00,CXXl

MATURITY SCHEDULE

I nter est Rate

l.3C%

Price

l CXJYo

CUSIP

544582WV7

The Bmds are offered, subject to prior sale, when, as and if issued by the Issuer and accepted by the Undeiwriter, subject to, armng otherthing~ the apprCNing op1rnm of Kutak Rock LLP, Ormha, Nebraska, Bond Counsel. CertaJn leaal rmtters will be passed upon for the Undeiwnter by Eichner Norris & Neurmnn PLLC, Washi"-J(on, D.C., for the Issuer by the Los Angeles City Attorney's Office, Los Angele~ California, and for the Borrower by Kantor Taylor Nelson Evatt & Decina PC, Seattle, Washington. It is expected thatthe Bonds will be avaJ able for delive,y in definitive form on or aboutJ uly 14, 2017through the seivices of DTC agaJ nst paynnenttherefor.

Citigroup The date of this Official Statennent isJ uly 10, 2017.

REGAR DI NG THIS OFFICIAL STATEMENT

This Official Statement ck:Jes not constitute an offering of any security other than the original offering of the Bonds identified on the ewer hereof. No person has been authorized to give any information or to rrake any representations other than those contained in this Official Statement and, if given or rrade, such other i nforrrati on or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shal I not be any sale of the Bands b,t any person, in any j uri sdi cti on in which it is uni awful to rrake such offer, solicitation or sale. The information and expression of opinions herein are sul::iject to change without notice and neither the delivery of this Official Statement nor the sale of any of the Bonds shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof.

lnforrration herein has been obtained from the Issuer (only as to the Sections labeled ''The Issuer" and" No Litigation" as it pertains to the Issuer) and the Borro.ver and other sources believed to be reliable, but it is not guaranteed as to accuracy or completeness b{, and is not to be construed as a representation b{, the Underwriter.

The Issuer has not confirmed, and assumes no responsibility for, the accuracy, completeness, sufficiency or fairness of any statements in the Official Statements or any amendments thereof or supplements thereto, other than in the Sections labeled ''The Issuer" and" No Litigation" as it pertains to the Issuer, or in any reports, financial information, offering or disclosure documents or other inforrration relating to the Underwriter, the Prqject, the Borro.ver, or the history, businesses, properties, organization, rranagement, financial condition, rrarket area or any other matter relating to the Borro.ver or contained otherwise in the Official Statement.

The Trustee has neither reviewed nor pll'ticipclted in the prepc1.ration of this Official Statement, except forthe contents of the Section labeled "THE TRUSTEE."

The Underwriter has prwided the follCM/ing sentence for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as a pc1.rt of, its responsibilities to investors under the federal securities laws as applied to the facts and ci rcumstances of this transaction, but the U nderwri ter does not guarantee the accuracy or comp! eteness of such i nforrration.

Upon issuance, the Bonds will not be registered b,t the Issuer underthe Securities Act of 1933, as amended, or any state securities law, and will not be listed on any stock or other securities exchange. Neitherthe Securities and Exchange Commission nor any other federal, state or other gOJernmental entity or agency will have P3-5Sed upon the accuracy or adequacy of this Official Statement or, other than the Issuer (to the extent described herein) apprwedthe Bonds for sale.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

TABLE OF CONTENTS

Page

INTRODUCTION ........................................................................................................................................ 1 THE ISSUER ................................................................................................................................................ 3 PLAN OF Fl NANCI NG ............................................................................................................................... 5 THE PROJECT AND THE PRIVATE PARTICIPANTS ............................................................................ 8 THE BONDS .............................................................................................................................................. 11 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS .......................................................... 15 THE TRUSTEE .......................................................................................................................................... 16 CERTAIN BONDHOLDERS' RISKS ....................................................................................................... 16 NOLITIGATION ....................................................................................................................................... 18 UNDERWRITING ..................................................................................................................................... 18 TAX MATTERS ......................................................................................................................................... 19 LEGAL MATTERS .................................................................................................................................... 20 RATING ..................................................................................................................................................... 20 SUBORDINATION TO MORTGAGE LOAN DOCUMENTS AND HUD REQUIREMENTS ............. 20 CONTINUING DISCLOSURE .................................................................................................................. 21 MISCELLANEOUS ................................................................................................................................... 21

APPENDIX A DEFINITIONS OF CERTAIN TERMS APPENDIX B FORM OF BOND COUNSEL OPINION APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT APPENDIX E SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT

CITY OF LOS ANGELES

Eric Garcetti, Mayor

CITY COUNCIL OF THE CITY OF LOSANGELES

GilbertCedillo Marqueece Harris-Dawson

Paul K rekorian Curren D. Price,J r.

Bob B lumenfield HerbJ. Wesson,J r.

David E. Ryu Mike Bonin

Paul Koretz Mitchell Englander

Nury Martinez MitchO'Farrell

Monica Rodriguez Jose Huizar

J oe B uscai no

CITY OFFICIALS

Michael Feuer, City Attorney Ron Galperin, City Controller

Richard H. Llewellyn,J r., I nterimCity Adninistrative Officer Claire Bartels, City Treasurer Holly L. Wolcott, City Clerk

LOS ANGELES HOUSING AND COMMUNITY INVESTMENT DEPARTMENT

Rushmore D. Cervantes, General Manager

OFFICE OF THE CITY ATTORNEY

Craig Takenaka, Managing Assistant City Attorney Gayle Takahashi, Deputy City Attorney

OFFICIAL STATEMENT

$11, 100,000 CITY OF LOS ANGELES

MULTIFAMILY HOUSING REVENUE BONDS (GILBERT LINDSAY APARTMENTS)

SERI ES 2016R-1

INTRODUCTION

This Official Staterrent, including the Appendices, is furnished in connection with the original issuance and sale b,t the City of Los Angeles (the "Issuer") of its Multifanily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtrrents) Series 2016R-1 (the "Bonds"). The Bonds are being issued b,t the Issuer pursuant to a Trust Indenture (the" Indenture'') dated as of July 1, 2017 between the Issuer and U.S. Bank National Association, as Trustee (the "Trustee''). The Trustee is expected to also serve as Registrar. Capitalized terrns used but not otherwise defined herei n are defined i n Appendix A.

The Issuer will loan the proceeds of the sale of the Bonds to Gilbert Lindsay Housing LP, a California Ii ni ted pc1.rtnershi p ( the " B orro.ver"), pursuant to the Loan A greerrent ( the " Loan A greerrent'') dated as of J uly 1, 2017, between the Issuer and the B orro.ver to pay a portion of the costs of acquiring a ground leasehold interest in, rehabilitating, equipping and otherwise improving an existing 137--unit (including two manager units) apartrrent complex presently kno.vn as Gilbert Lindsay Apc1.rtrrents (the "Prqject"), to be o.vned b,t the Borro.ver. See "THE PROJECT AND THE PRIVATE PARTICIPANTS." Pursuant to the Loan Agreerrent, the Borro.ver has agreed to rrake payrrents to the Issuer i n amounts sufficient to P3-Y the pri nci pal of and i nterest on the B ands when due ( the " B and Debt Service Charges") to the extent that amounts otherwise available for such pc1.yrrent are insufficient therefor. The Loan will be evidenced b,t a pronissory note relating to the Bonds in the original principal arnount of $11, 100,000 (the" Note") frorn the Borro.ver to the Issuer. The Loan Agreerrent, except for Unassigned Issuer's Rights, and the Note will be assigned under the Indenture without recourse b,t the Issuer to the Trustee.

The aggregate funds on deposit in the Prqject Fund and the Collateral Fund will, at all tirres, equal the principal amount of Bands then outstanding. Interest on the Bands wi 11 be pli d frorn amounts on deposit in the Bond Fund, and the Bond Debt Service Charges will otherwise be plid first frorn amounts on deposit in the Initial Deposit Account of the Bond Fund, second, frorn amounts on deposit in the Collateral Fund, and third, frorn amounts on deposit in the Prqject Fund (such foregoing funds, collectively, the "Special Funds"), and investrrent earnings thereon. Amounts on deposit in the Special Funds will be invested in Eligible lnvestrrents. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" herein.

The Bands shal I bear interest on the outstanding principal arnount thereof at a rate equal to 1.3C% per annurn frorn their date, pc1.yable on eachJ anuary 1 andJ uly 1, cornrrencingJ anuary 1, 2018 (each an "Interest Payrrent Date").

The Bonds are sul::iject to redemption prior to rraturity as set forth herein under ''THE BONDS."

The Bonds are special obligations of the Issuer, and the principc1.I of and interest thereon will be pc1.yabl e solely frorn the revenues and other rnoneys assigned b,t the I ndenture to secure such pc1.yrrent. At all tirnes the Bonds will be secured by Eligible Investments and Available Moneys sufficient, without need for reinvestment, to pay all of the interest on the Bonds when due and to pay the principal of the Bonds at maturity or date of earlier redemption, as further described herein. See

"SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" and" PLAN OF Fl NANCI NG" herein.

The BorrONerwill be required to operate the Prqject in compliance with a Regulatory Agreerrent and Declaration of Restrictive Cwenants (the" Regulatory Agreerrent") dated as of July 1, 2017, b,t and among the BorrONer, the Issuer and the Trustee. The Regulatory Agreerrent requires that the Prqject be operated as a qualified residential rental prqject with at least 2036 of the corrpleted units of the Prqject occupied b,t LON Income Tenants (i.e., individuals or fanilies whose aggregate incorres do not exceed 5036 of the applicable rredian gross incorre (aqjusted for fanily size) for the area in which the Prqject is located) during the Qualified Prqject Period (as defined in the Regulatory Agreerrent), in accordance with Section 142(d) of the Code. The Regulatory Agreerrent further requires that the rents pc1id b,t the LON I ncorre Tenants for such units shal I not exceed 3036 of 5036 of area rredi an income, aqj usted for fani ly size. Failure to corrply with these requirerrents could result in the loss of the federal tax exemption of the Bonds retroactive to their date of issuance. See "TAX MATTERS" and "APPENDIX E -SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT." Pursuant to the conditions set forth in Exhibit A to CDLAC Resolution No. 17-005, adopted on January 18, 2017 (the "CDLAC Conditions"), for the entire term of the Regulatory Agreerrent, at least 41 of the units in the Prqject must be rented or held vacant for rental to persons or fanilies whose income is at or belON 5036 of the area rredian income, aqjusted for fanily size, and at least 76 of the units in the Prqject must be rented or held vacant for rental to persons or fani I i es whose income is at or bel ON 6036 of the area rredi an i ncome, aqjusted for fanily size. In addition to the rental restrictions irrposed upon the Prqject b,t the Regulatory Agreerrent and the CDLAC Conditions, the Prqject wi 11 be further encumbered b,t a tax credit restrictive covenant, to be executed b,t the BorrONer in connection with the ION-income housing tax credits (the "LI HT Cs") anticiplted to be granted for the Prqject and in compliance with the requirerrents of Section 42oftheCode. See"THE PROJECT AND THE PRIVATE PARTICIPANTS."

The BorrONer will execute a Regulatory Agreerrent for Multifamily Prqjects required b,t FHA (the "HUD Regulatory Agreerrent") with respect to the Prqject in order to prwide for, among other things, a reserve fund for replacerrents, which will be held b,t PNC Bank, N.A., a national banking association (the "FHA Lender"). The FHA Lender will hold a reserve for replacerrents as well as escrONs for taxes, insurance and mortgage insurance premi urns. In the event of conflict between the provisions of the FHA-Insured Note (Multistate) (the "FHA Note") secured b,t a first-lien priority Multifanily Deed of Trust, Assignrrent of Leases and Rents and Security Agreerrent (the "FHA Mortgage'') on the Prqject, the HUD Regulatory Agreerrent and certain other docurrents required b,t FHA or the FHA Lender (collectively, the "FHA Loan Docurrents") and the Indenture, the Loan Agreerrent, the Note or the Regulatory Agreerrent, the FHA Loan Docurrents will control.

Brief descriptions of the Issuer, the Prqject, the BorrONer, the use of proceeds of the Bonds and the Bands together with summaries of the I ndenture, the Loan A greerrent and the Regulatory A greerrent are prwided belON. All information with respect to the BorrONer and the Prqject contained in this Official Staterrent has been furnished b,t the BorrONer. The descriptions and summaries of the Loan Agreerrent, the Indenture and the Regulatory Agreerrent and other docurrents contained herein do not purport to be comprehensive or definitive and are qualified in their entirety b,t reference to those docurrents, and all references to the Bonds are qualified in their entirety b,t the definitive forms thereof included in the Indenture. See "MISCELLANEOUS" for the availability of those docurrents.

2

THE ISSUER

The follCMing inforrration has been prwided 0y the Issuer for use herein. While the inforrration is believed to be reliable, none of the Trustee, the Borro.ver, the Underwiter, the FHA Lender nor any of their respective counsel, merrbers, officers or errpl O{ees rrake any representations as to the accuracy or sufficiency of such i nforrrati on.

General Description

The Issuer is a municipal corporation and charter city originally incorporated in 1850. Under the Act, the Issuer is empo.vered to issue revenue bonds for the purpose, among others, of financing and refinancing rnultifanily residential rental developments.

The Issuer is governed 0y the Mayor and the City Council (the "Council"). The Mayor is elected at large for a four-year term As executive officer of the Issuer, the Mayor supervises the administrative process of the Issuer and works with the Council in rratters relating to legislation, budget and finance. The Mayor recommends and subnits the annual budget to the Council and passes upon subsequent appropriations and transfers, apprwes or vetoes ordinances, and appoints certai n city officials and commissioners. As prescribed 0y the Issuer's Charter and City ordinances, the Mayor operates an executive department, of which he is the ex-officio head. The current Mayor, Eric Garcetti, was elected to his firstterm in the May 2013 election.

The Council, the governing body of the Issuer, is a full time council and enacts ordinances sul::iject to the approval or veto of the Mayor. The Counci I may override the veto of the Mayor 0y a two-thirds vote. The Council orders elections, levies taxes, authorizes public irnprwements, apprwes contracts, adopts zoning, and other land use controls and adopts traffic regulations. The Council adopts or modifies the budget proposed 0y the Mayor and provides the necessary funds, facilities, equipment and supplies for the budgetary departments and offices of the Issuer. The Council creates positions, fixes salaries and authorizes the nurrber of emplO{ees in budgetary departments. The Council consists of 15 merrbers elected 0y district for four-year terms.

The other two elective offices of the Issuer are the Controller and the City Attorney, both elected for four-year terms. The Controller is the chief accounting officer for the Issuer. The current Controller, Ron Galperin, was elected in the May 2013 election. The City Attorney is attorney and legal advisor to the Mayor, the Counci I and al I officers, boards and departments of the Issuer, and prosecutes nisdemeanors. The current City Attorney, Michael N. Feuer, was elected in the May 2013 election.

The City Adninistrative Officer, appointed 0y the Mayor and confirmed 0y the Council, is the chief financial advisor to the Mayor and Council and reports directly to both. Richard H. Llewellyn,J r. is serving as the Interim City Adni nistrative Officer.

The City Treasurer, appointed 0y the Mayor and confirmed 0y the Council, receives and is the custodian of funds of the Issuer and affiliated entities. Claire Bartels is serving as the City Treasurer.

The Issuer has 43 departments, bureaus, comnissions and offices for which operating funds are annually budgeted 0y the Council. In addition, five departments (the Departments of Water and Po.ver, Harbor, Airports and the two pension systems) and the Housing Authority are under the control of boards appointed 0y the Mayor and confirmed 0y the Counci I.

3

Los Angeles Housing and Community Investment Department

The Los Angeles Housing and Community Investment Department (the" HCI DLA") includes the Housing Development Bureau, the Regulatory Corrpliance and Code Bureau, the Adninistration Bureau, and the Community Services and Development Bureau. The HCIDLA is under the management of a General Manager appointed 0y the Mayor and apprwed 0y the Counci I .

The H ousi ng Development B ureau designs, i rrpl ements and adni ni sters a variety of programs to prwide quality housing for very ION, ION- and moderate-income residents within the Issuer's jurisdiction. The Housing Development Bureau is funded mainly throogh the HOME Investment Partnerships Program (HOME), and the Community Development Block Grant Program (CDBG). The Housing Development Bureau concentrates its efforts on the rehabilitation, production and preservation of affordable housing units.

The goal of the Housing Development Bureau is to provide ne.vly constructed and rehabilitated affordable housing units for rent or sale to very ION, ION- or moderate-income households. This is accorrpl i shed through the coordination of public and private sector resources, including the use of the Affordable HousingTrust Fund, HUD-subsidized programs, landwrite--do.vn assistance, tax-exempt bond financing and other avai I able resources.

Affordable Housing Commission

Concurrently with the creation of the HCIDLA, the Issuer created an Affordalble Housing Comnission (the "Commission") consisting of seven members appointed 0y the Mayor. The Comnission adJises the Mayor, the Council and the General Manager of the HCIDLA on housing matters, including rent stabilization and rent control. The Comnission may conduct public meetings and hearings to obtain information and input on housing issues and, in turn, make recommendations on housi ng pol i ci es and goals to meet the I ssuer' s affordable housing needs.

Prior Bond Issues of the Issuer

The Issuer has previously issued and may in the future issue bonds to finance multifanily housing prqjects unrelated to the Prqject. Such bonds may have been, currently are or may be in the future, in default. Such bonds are unrelated to the Bonds or the Prqject and revenues pledged to secure such bonds do not secure the Bands and the revenues pl edged to secure the Bands do not secure the payment of any other bonds of the Issuer.

Limited Obligations

THE BONDS ARE ISSUED PURSUANT TO THE LAW AND IN ACCORDANCE WITH THE ACT, AND ARE LIMITED OBLIGATIONS OF THE ISSUER. NEITHER THE CITY COUNCIL OF THE ISSUER NOR ANY OFFICIAL OR EMPLOYEE OF THE ISSUER NOR ANY PERSON EXECUTING THE BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS AND THE INTEREST THEREON ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM THE TRUST ESTATE AND ANY OTHER REVENUES, FUNDS OR ASSETS PLEDGED UNDER THE INDENTURE AND NOT FROM ANY OTHER REVENUES, FUNDS OR ASSETS OF THE ISSUER. NEITHER THE ISSUER, THE STATE NOR ANY OTHER POLITICAL CORPORATION OR SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS OR THE INTEREST THEREON OR OTHER COSTS

4

INCIDENT THERETO EXCEPT FROM THE MONEY PLEDGED THEREFOR. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE NOR ANY POLITICAL CORPORATION OR SUBDIVISION OR AGENCY THEREOF NOR THE FAITH AND CREDIT OF THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR OTHER COSTS INCIDENT THERETO. THE BONDS ARE NOT A DEBT OF THE UNITED STATES OF AMERICA.

EXCEPT FOR INFORMATION CONCERNING THE ISSUER IN THE SECTIONS HEREOF CAPTIONED "THE ISSUER" AND "NO LITIGATION-THE ISSUER," NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE ISSUER, AND THE ISSUER MAKES NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

The Issuer has previously issued and rray in the future issue bonds to finance rrultifanily housing prqjects unrelated to the Prqject. Such bonds rray have been, currently are or rray be in the future, in default. Such bonds are unrelated to the Bonds or the Prqject and revenues pledged to secure such bonds do not secure the Bands and the revenues pl edged to secure the Bands do not secure the payrrent of any other bonds of the Issuer.

PLAN OF Fl NANCI NG

The total costs of the Prqject and the sources of funds to pay those costs are esti rrated b,t the Borro.ver as folio.vs:

Sources of Funds FHA Insured Mortgage Loan HCI DLA Assurred Debt' Lo.v I ncorne Housing Tax Credit Equity NOi During Construction Rollwer Reserves from Seller Managing General Partner Equity Deferred Developer Fee

Total

Uses of Funds Leasehold I nterest Acquisition -(Building I rrprwerrents) Hard Costs Rehabilitation Hard Costs Contingency Soft Costs Financing Costs Reserves Devel aper Fee

Total

$12,335,300 12,427,546 14,455, 163

SCX,,541 432,014

2,080,474 777,722

$43,314,760

$576,350 25,039,196

7,601,907 1,140,286 1,901,519 2,142,283

332,745 4,580,474

$43,314,760

'Estirmted outstanding balance at closing based on partial-year 2017 residual receipts payment (to be rmde prior to or atclo~ng) of $99,405.

All costs of issuing the Bonds, including Underwriter's fee, will be paid b,t the Borro.ver.

5

The sources and uses of funds to be applied under the Indenture are prqjected to be approxirrately as fol I CM1S:

Sources of Funds Bond Proceeds FHA Insured Mortgage Loan Proceeds Proceeds of R-2 Bond

Total

Uses of Funds Deposit to Prqject Fund Deposi tto Col I ateral Fund Initial Deposit Account of Bond Fund1

Total

$11, 100,000 11,100,000

283,389 $22,483,389

$11, 100,000 11,100,000

283,389 $22,483,389

1The deposit of the Initial Deposit to the Initial Deposit Account of the Bond Fund has been calculated to be sufficient to pay the interest which wi 11 become due on the B onds to the Maturity Date.

Simultaneously with the closing and issuance of the Bonds, the Borrc:wer will close a mortgage loan on the Prqject (the "FHA Insured Mortgage Loan") in the amount of $12,335,300 with the FHA Lender to prwide construction and perrranent financing for the Prqject as further described belc:w. In addition, on the Closing Date as described under the caption "Investor Limited Partner" belc:w, the B orrc:wer expects to sel I to an affi Ii ate or affi Ii ates of W el Is Fargo Affordable H ousi ng Community Development Corporation, a North Carolina corporation (the "Investor Limited Partner") a 99.99% c:wnership interest in the Borrc:wer. Pursuant to that sale, the funding of the LI HT Cs is expected to total approxi rrately $14,4 55, 163 when fully funded.

The Bonds will be initially secured b,t their c:wn proceeds to be deposited in the Prqject Fund under the Indenture (pl us the Initial Deposit to ewer capitalized interest on the Bands through the Maturity Date). over time, as FHA Lender Funds are advanced to the Borrc:wer b,t the FHA Lender, those proceeds will be disbursed to the Borrc:wer against a simultaneous deposit to the Collateral Fund of an equivalent amount of FHA Lender Funds. The Bonds will thus rerrain at all times 10036 collateralized b,t Eligible Investments on deposit in the Special Funds underthe Indenture.

The Issuer has directed the Trustee to deposit all payments made b,t the Borrc:wer pursuant to the Note and the Loan Agreement into the Bond Fund established and rraintained pursuant to the Indenture. Bond Debt Service Charges shall be payable as they become due, (i) in the first instance from the moneys on deposit in the Bond Fund, (ii) second, from moneys on deposit in the Initial Deposit Account of the Bond Fund and transferred as necessary to the Bond Fund, (iii) third, from moneys on deposit in the Col lateral Fund and transferred as necessary to the Bond Fund, (iv) thereafter, from moneys on deposit in the Prqject Fund and transferred as necessary to the Bond Fund. Investment of moneys in the Special Funds will rrature or be redeemable at the times and in the amounts necessary to prwide moneys to pay Bond Debt Service Charges on the Bonds when due or when otherwise required under the Indenture. All investment earnings from amounts on deposit in the Prqject Fund and the Collateral Fund will be credited to the Bond Fund. See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE-Application of Loan Payments" and" -Investment of Special Funds".

The FHA Insured Mortgage Loan. The Prqject will utilize an FHA Insured Mortgage Loan insured b,t the Federal HousingAdninistration (" FHA") under Section 221(d)(4) of the National Housing Act of 1934, as amended, and applicable regulations promulgated thereunder. The FHA Insured

6

Mortgage Loan is expected to be in the original principc1.I arrount of $12,335,300and is to bear interest at the rate of 3.25% per annum The FHA Insured Mortgage Loan proceeds will be disbursed b,t the FHA Lender to the Borro.ver based upon FHA-approved ad.lances. Such ad.lances will be evidenced b,t the FHA Note, secured b,t the FHA Mortgage on the Prqject, and the FHA Lender will issue, with respect to the FHA Note, fully amortized rmrtgage--backed securities ("GNMA Securities") guaranteed as totirrely pc1.yrrent of principc1.I and interest b,t the Gwernrrent National Mortgage Association ("GNMA").

HCI DLA Assurred Debt. Simultaneously with the closing of the Bands, the B orro.ver wi 11 assurre HCIDLA subordinate de!:( (the "HCIDLA Assurred Del:(") totaling approxirrately $12,427,546, consisting of $3,954,000 of principc1.I and $8,473,546 of accrued interest. The entire arnount of the HCIDLA Assumed Debt will be recast as principc1.I at closing. The HCIDLA Assurred Del:( shall rrature in 2090, bear si rrpl e i nterest at a rate of 3. 0036 , and is payable frorn 4036 of residual receipts surplus cash and 5036 of any net capital proceeds realized frorn a sale or refinancing. The actual arrount of the HCIDLA Assumed Debt shall be calculated as of the Closing Date and date of assignrrent to the Borro.ver. The HCIDLA Assurred Del:( is secured b,t a second deed of trust. Payrrents of principc1.I and interest are subordinate to the pc1.yrrent of a developer fee.

Ground Lease. Simultaneously with the closing of the Bonds, the Borro.ver shall assurre a ground lease (the "Ground Lease'') with the Cornrnunity Redeveloprrent Agency of the City of Los Angeles, as predecessor to HCIDLA, as lessor, for the underlying real estate upon which the apartrrent cornrnunity lies. The terrn of the Ground Lease expires in 2090. Until repayrrent of the HCIDLA Assurred Del:(, pc1.yrrents of rent under the Ground Lease are equal to 1036 of residual receipts surplus cash. Such payrrents are subordi nate to the pc1.yrrent of a devel aper fee.

R-2 Bond. Simultaneously with the closing of the Bonds, the Issuer will issue $10,328,225 in aggregate principal arrount of its Multifanily Housing Revenue Bond (Gilbert Lindsay Apc1.rtrrents), Series 2016R--2 (the" R-2 Bond'). The R--2 Bond will be placed with Wells Fargo Bank, N.A. at closing. The R-2 Bond wi 11 rrature i n May 2020, sul::ij ect to two three-month extensions, wi 11 bear i nterest at a rate which is equal to the surn of the 30-day LIBOR rate plus 2.15%, and will be subordinate in all respects to the Bonds. The R-2 Bond will be pc1.yable solely frorn future LIHTC contributions, and secured b,t a security interest in Safran's (as defined belo.v) interests in the Borro.ver, and payrrent and completion guaranties. The R-2 Bond wi 11 be sepc1.rately secured frorn the Bands and is not being offered pursuant to this Official Staterrent. A portion of the proceeds of the R-2 Bond will fund the Initial Deposit to the Initial Deposit Account of the Bond Fund on the Closing Date.

Rollwer Reserves frornSeller. At closing, replacerrent reserves in the arrount of $432,014will be transferred frorn Coliseo Housing Partnership, a California limited pc1.rtnership (the "Seller") to the Borro.ver in connection with the acquisition of the Prqject, as rnore fully described in the Purchase and SaleAgreerrent.

[Rerrai nder of Page Intentionally Left Blank]

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THE PROJECT ANDTHE PRIVATE PARTICIPANTS

The Prqject

The Prqject, originally built in 1991, is knCM/11 as Gilbert Lindsay Apartrrents and is located at 601 West 40'h Place in Los Angeles, California on an approxirrately 2.43 acre site. The Prqject contains 137 units (including two staff units) located across two four-5tory buildings. The Prqject site also has a one-5tory rental office building. Rehabilitation of the Prqject is anticipated to comnence in August 2017 and be corrpleted 12 rnonths later.

The buildings are constructed with a cast-in-place concrete podiurn at the first floor. The upper floors are constructed with wood-:ioist floor framing with plywood subfloors, gypsurn concrete topping, and wood-frarre construction with stucco exteriors. Cornman arrenities include a cornrnunity room, laundry facilities, elevators, fire sprinklers, security cameras, and perirreter fencing. There are 255 garage parking spaces for tenant use. Unit arrenities include a refrigerator;freezer, laninate countertop, carpet;Vinyl flooring throughout, a stwe and a single bcwl stainless steel sink. The unit nix of the Prqject is as fol lo.vs:

Unit Type

1 Bedroom 2 Bedroom 3 Bedroom 4 Bedroom 5 Bedroom

Total

Regulatory Restrictions

Nurnber

21 80 32 3 1

137

Square Feet

629 741 987

1,544 1,700

The Prqject will be operated as a qualified residential rental prqject with at least 2036 of the residential units in the Prqject occupied b,t Lo.v Income Tenants during the Qualified Prqject Period, in accordance with Section 142(d) of the Code. The Regulatory Agreerrent further requires that the rents paid b,t the LON I ncome Tenants for such uni ts shal I not exceed 3036 of 5036 of area rredi an i ncome, aqjusted for family size. Pursuant to the CDLAC Conditions, for the entire terrn of the Regulatory Agreerrent at least 41 of the units in the Prqject rnust be rented or held vacant for rental to persons or fanilies whose incorre is at or belo.v 5036 of the area rnedian incorre, aqjusted for fanily size, and at least 76 of the units in the Prqject rnust be rented or held vacant for rental to persons or families whose incorre is at or belo.v 6036 of the area rredian incorre, aqjusted for fanily size. See "APPENDIX E -SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT" herein.

In Connection with the LIHTCs, the Prqject will also be encumbered b,t a tax credit restrictive covenant in cornpiiance with the requirerrents of Section 42 of the Code, which will restrict the incorre levels of 117 units (which units exclude the two staff units) in the Prqject (the ''Tax Credit Units"). Forty-one (41) of the Tax Credit Units shall be held availabie for rental to persons whose aqjusted family incorre is equal to or less than 5036 of the area rredian income adjusted for family size, and seventy-5ix (76) of the Tax Credit Units shall be held availabie for rental to persons whose aqjusted family incorre is equal to or less than 6036 of the area rredian incorre aqjusted for family size. The rents which rnay be charged for occupancy of such units in the Prqject will be restricted to not rnore than 3036 of 5036 or 6036, as appiicabie, of area rredian income, aqjusted for fanily size.

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In connection with the HCIDLA Assurred Debt and the Ground Lease, the Prqject will also be encumbered b,t restrictive cwenants pursuant to California Health & Safety Code Section 50093. Under these restrictive cwenants (i) forty-one (41) units shall be occupied or held available for occupancy b,t individuals or fanilies whose household incorre does not exceed 5036 of the area rredian incorre (aqjusted for family size) for the area in which the Prqject is located, with rents which rray be charged for occupancy of such units restricted to an amount not greater than 3036 of 5036 of the area median income for the area in which the Prqject is located, aqjusted for family size (the "Very Lo.v lncorre Units"), and (ii) ninety-5ix (96) units shall be occupied or held available for occupancy b,t individuals or families whose household i ncome does not exceed 1 2036 of the area rredi an i ncome ( aqj usted for fani ly size) for the area in which the Prqject is located, with rents which rray be charged for occupancy of such units restricted to an amount not greater than 3036 of 11036 of the area rredi an income for the area in which the Prqject is located, aqjusted for fanily size, which o.vner rray aqjust upon each annual verification and recertification for any moderate incorre household with an annual income that exceeds 11036 but does not exceed 12036 of area median incorre, to an amount that does not exceed 3036 of the actual incorre of the household (the "Moderate lncorre Units"). A subset of seventy-5ix (76) of the Moderate lncorre Units shall be occupied or held available for occupancy b,t individuals or families whose household incorre does not exceed 6036 of the area rredi an i ncome based on the qualified income I eve Is establ i shed and aqjusted annually pursuant to the California Tax Credit Allocation (''TCAC") income schedules, which units are sul::iject to rents deternined b,t the TCAC rent schedules.

The Borro.verwill execute the HUD Regulatory Agreerrent with respect to the Prqject in orderto provide for, among other things, a reserve fund for replacerrents, which will be held b,t the FHA Lender. The FHA Lender will hold a reserve for replacerrents as well as escro.vs for taxes, insurance and mortgage insurance preni urns. I n the event of con fl i ct between the provi si ans of the FHA Loan Docurrents and the I ndenture, the Loan A greerrent, the Note or the Regulatory A greerrent, the FHA Loan Docurrents will control. Additional restrictions on rent and occupancy are imposed on the Prqject pursuant to the HU D Regulatory A greerrent.

The Borro.ver

The Borro.ver is Gilbert Lindsay Housing LP, a California limited partnership, newly forrred for the sole purpose of acquiring a ground leasehold interest pursuant to the Ground Lease in, rehabilitating, equipping and operating the Prqject. The adninistrative general partner of the Borro.ver is Gilbert Lindsay Housing LLC, a California linited liability company (the "Adninistrative General Partner"), which o.vns a 0.0051% interest in the Borro.ver. The Adninistrative General Partner is o.vned b,t principals of Thomas Safran & Associates Development, Inc. and Thomas Safran & Associates, Inc., the prqject sponsor (collectively, "Safran"). The rranaging general partner of the Borro.ver is the Housing Corporation of Arrerica (the "Managing General Partner", and together with the Administrative General Partner, the "General Partner"), which o.vns a 0.0049% interest in the Borro.ver. At closing, the Managing General Partner is expected to rrake a capital contribution to the Borro.ver in the amount of $2,080,474.

Principals of Safran and its affiliates have been in the business of acquiring, o.vning and operating apartrrent complexes since the 19705, and currently o.vn and operate 54 apartrrent complexes containing approxirrately 5,250 units of affordable housing in southern California.

Investor Limited Partner

Prior to the issuance of the Bonds, the Borro.ver expects to enter into a cornnitrrent with the Investor Linited Partner to sell to it a 99.99% o.vnership interest in the Borro.ver. Pursuant to the sale, the equity funding arrangerrents for the funding of the LIHTCs are expected to be approxirrately

9

$14,455,163 (as such arrount may be aqjusted pursuant to the terms and conditions of the Borro.ver's Arrended and Restated Agreerrent of Linited Partnership) paid in stages during and after rehabilitation of the Prqject. These funding levels and the tining of the funding are sul::iject to nurrerous aqjustrrents and conditions which could result in the arrounts funded and/or the tining or even occurrence of the funding varying significantly from the prqj ecti ons set forth above and neither the Issuer nor the Underwriter rrakes any representation as to the availability of such funds.

Limited Assets and Obligations of Borro.ver and Administrative General Partner

The Borro.ver and the Adninistrative General Partner have no substantial assets other than the Prqject and do not intend to acquire any other substantial assets or to engage in any substantial business activities other than those related to the o.vnership of the Prqject. Ho.vever, Safran, the Managing General Partner, the Investor Limited Partner and their respective affiliates are engaged in and will continue to engage in the acquisition, developrrent, o.vnership and rranagerrent of sinilar types of housing prqjects. They may be financially interested in, as officers, partners or otherwise, and devote substantial tirres to, business and activities that rray be inconsistent or competitive with the interests of the Prqj ect.

The obiigations and liabilities of the Borro.ver under the Loan Agreerrent and the Note are of a non,ecourse nature and are Ii nited to funds deposited or to be deposited under the Indenture to enable the B orro.ver to satisfy such obi i gati ons, and to the Prqj ect and moneys derived from the operation of the Prqject, sul::iject to the first-priority interest of the FHA Lender in the Prqject. Neither the Borro.ver nor its partners have any personal liability for payrrents on the Note to be applied to pay the principal of and interest on the Bonds. Furthermore, no representation is rrade that the Borro.ver has substantial funds available for the Prqject. Accordingly, neither the Borro.ver's financial staterrents nor those of its partners are included in this Official Staterrent.

The Architect

The architect for the Prqject is Relativity Architects (the "Architect''). The Architect has been a licensed architect for five years and has been the principal architect for approximately ten multifanily developrrents with an excess of 500 units throughout southern California.

The General Contractor

The general contractor for the Prqject will be ICON Comrrercial Contractors, Inc., d/b/a ICON Builders (the "General Contractor"). The General Contractor has built or renwated over 20,700 affordable housing units and completed wer $1.2 bi 11 ion worth of construction prqjects.

The Property Man ager

The Prqject will be rranaged 0y Thomas Safran & Associates, Inc. (the "Manager"). The Manager has been involved in the rranagerrent of apartrrent complexes since 1984. The Manager currently rranages more than 50 apartrrent complexes comprising a total of approxirrately 5,250 units throughout southern California. The Manager was forrred in 1984 and currently has a staff of 20 corporate personnel and 130 site emplO{ees. The Manager is affiliated with the Adninistrative General Partner of the Borro.ver.

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The FHA Lender

The FHA Lender will upon satisfaction of certain conditions precedent make the FHA Insured Mortgage Loan to the Borrcwer. The FHA Lender is a mortgage banking firm specializing, among other things, in FHA-insured construction and permanent mortgage loans. The FHA Lender has been apprwed b,t HUD as an eligible issuer and servicer of loans guaranteed b,t GNMA. To be apprwed b,t GNMA to issue GNMA guaranteed certificates with respect to long-term mortgages on multifanily prqjects, the FHA Lender is required to have a net worth (based on audited financial statements) equal to at least $500,000 plus 0.2% of any securities outstanding in excess of $35 nil lion.

THE BONDS

General

The Bonds will be dated, will be pc1yable in the amounts and on the dates, will bear interest ( computed on the basis of a 360 day year) at the rates and i:avabl e on the dates, and wi 11 mature as described on the cover pc1ge. The Bands wi 11 be issued as fully registered bonds in book entry form and book entry interests in the Bonds will be available for purchase in principll amounts of $5,000 or any integral multiple thereof.

The Trustee, in its cai:acity as Registrar, will keep all books and records necessary for registration, exchange and transfer of the B ands.

Discussion of the Bonds being issued only under the Book Entry System is provided belo.v. Detai Is regarding the procedures for and manner of pc1yment, issuance, exchange and transfer of the Bonds if ever issued in certificated form as provided in the Bond proceedings are also stated belo.v.

Book Entry System

The i nforrrati on in this section concerning DTC and DTC' s book-entry system has been obtained from sources that the Borro.ver believes to be reliable, but the BorrONer does not take responsibility for the accuracy thereof.

The Depository Trust Compc1ny, NewY ork, New York(" DTC"), will act as securities depository for the Bonds. The Bonds will be initially issued and issuable only as one fully registered Bond certificate for each rraturity and series, registered in the name of Cede & Co. as i:artnership noninee of DTC. Those fully registered Bonds will be deposited with and retained in the custody of DTC.

For ease of reference in this and other discussions, reference to" DTC" includes when applicable any successor securities depository and the nominee of the depository.

For all purposes under the Bond proceedings, DTC will be and will be considered b,t the Issuer and the Trustee to be the o.vner or Holder of the B ands.

owners of book entry interests i n the Bands ( book entry i nterest o.vners) wi 11 not receive or have the right to receive physical delivery of Bonds, and will not be or be considered b,t the Issuer and the Trustee to be, and wi 11 not have any rights as, o.vners or holders of Bands under the Bond proceedings.

DTC, the world's largest securities depository, is a limited-purpose trust comi:any organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of

11

the New Yark Uniform Comrrercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and prwides asset servicing for wer 3.5 nil lion issues of U.S. and non--U.S. equity issues, corporate and rnunicipll debt issues, and money market instrurrents (from over lOOcountries) that DTC's pc1rticipc1nts ("Direct Particii:ants") deposit with DTC. DTC also facilitates the post-trade settlerrent among Direct Participants of sales and other securities transactions in deposited securities through electronic corrputerized book-entry transfers and pl edges between Direct Parti ci i:ants' accounts. This eliminates the need for physical ITTOJerrent of securities certificates. Direct Participants include both U.S. and non--U.S. securities brokers and dealers, banks, trust comi:anies, clearing corporations, and certain other organizations. DTC is a wholly--o.vned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed lncorre Clearing Corporation, all of which are registered clearing agencies. DTCC is o.vned b,t the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non--U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly(" Indirect Particii:ants"). DTC has an S& Prating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Comnission. More information about DTC can be found at www.dtcc.com

Purchases of Bonds under the DTC system must be made b,t or through Direct Particii:ants, which will receive a credit for the Bonds on DTC's records. The o.vnership interest of each actual purchaser of each B ond ( the book entry i nterest o.vner) is i n turn to be recorded on the Direct and I ndi rect Participant's records. Book entry interest o.vners will not receive written confirmation from DTC of their purchase, but are expected to receive written confirmations prwi ding detai Is of the transaction, as wel I as periodic staterrents of thei r hold ngs, from the Di rect or I ndi rect Parti ci i:antthrough which the book entry i nterest o.vner entered i nto the transaction. Transfers of o.vnershi p i nterests i n the Bands are to be accorrplished b,t entries made on the books of Particii:ants acting on behalf of book entry interest o.vners. Book entry interest o.vners will not receive certificates representing their o.vnership interests in Bonds, except in the event that use of the book entry system for the Bonds is discontinued (see "Revision of Book Entry System; Replacerrent Bonds'').

To facilitate subsequent transfers, all Bonds deposited b,t Direct Participants with DTC are registered in the narre of DTC's i:artnership nominee, Cede & Co., or such other narre as may be requested b,t an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC noninee do not effect any change in actual o.vnership. DTC has no kno.vledge of the book entry interest o.vners (or beneficial o.vners) of the Bonds; DTC's records reflect only the identity of the Direct Particii:ants to whose accounts such Bonds are credited, which may or may not be the book entry interest o.vners. Particii:ants will remain responsible for keeping account of their holdings on behalf of their custorrers.

Conveyance of notices and other communications b,t DTC to Direct Particii:ants, b,t Direct Participants to Indirect Participants, and b,t Direct Particii:ants and Indirect Particii:ants to book entry i nterest o.vners, wi 11 be gOJerned b,t arrangerrents among them, sul::ij ect to any statutory or regulatory requi rerrents as may be in effect from ti rre to ti rre.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeerred, DTC's practice is to deternine b,t lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC noninee) will consent or vote with respect to the Bonds unless authorized b,t a Direct Participant in accordance with DTC's MM I Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The

12

Ormi bus Proxy assigns Cede & Co.' s consenting or voting rights to those Direct Parti ci pc1.nts to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Ormibus Proxy).

Redemption proceeds, distributions, and debt service payrrents on the Bonds will be made to Cede & Co., or such other noni nee as may be requested 0y an authorized representative of DTC. DTC' s practice is to credit Direct Participc1.nts' accounts upon DTC's receipt of funds and corresponding detail i nformati on from the I ssuer or the Trustee, on the pc1.yabl e date i n accordance with thei r respective holdings shCM/11 on DTC's records. Payrrents 0y Participants to book entry interest o.vners will be gcwerned 0y standing instructions and customary practices, as is the case with securities held for the accounts of custorrers i n bearer form or registered i n " street narre," and wi 11 be the responsi bi Ii ty of such Participc1.nt and not of DTC, the Trustee, or the Issuer, sul::iject to any statutory or regulatory requirerrents as may be in effect from tirre to tirre. Payrrent of redemption proceeds, distributions, and debt service pc1.yrrents to Cede & Co. ( or such other noni nee as may be requested 0y an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, disburserrent of such pc1.yrrents to Direct Participc1.nts will be the responsibility of DTC, and disburserrent of such pc1.yrrents to the book entry interest o.vners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any ti rre 0y givi ng reasonable notice to the Issuer or the Trustee. The I ssuer may decide to di sconti nue use of the book entry system if DTC (or a successor securities depository) deternines not to continue to act as securities depository for the Bonds. See "Revision of Book Entry System; Replacerrent Bonds."

Direct Participc1.nts and Indirect Participc1.nts may impose service charges on book entry interest o.vners in certain cases. Purchasers of book entry interests should discuss that possibility \\Ath their brokers.

The Issuer, the Borro.ver and the Trustee have no role in the purchases, transfers or sales of book entry interests. The rights of book entry interest o.vners to transfer or pledge their interests, and the manner of transferring or pledging those interests, may be sul::iject to applicable state law. Book entry interest o.vners may want to discuss with their legal advisers the manner of transferring or pledging their book entry i nterests.

The Issuer, the Borro.ver and Trustee have no responsibility or liability for any aspects of the records or notices relating to, or pc1.yrrents made on account of, book entry i nterest o.vnershi p, or for mai ntai ni ng, supervi si ng or revi ewi ng any records rel ati ng to that o.vnershi p.

The Issuer and the Borro.ver cannot and do not give any assurances that DTC, Direct Participc1.nts, I ndi rect Participants or others wi 11 di stri bute to the book entry interest o.vners payrrents of debt service on the Bonds made to DTC as the registered o.vner, or any notices, or that they will do so on a tirrely basis, orthat DTC will serve and act in a manner described in this Official Staterrent.

Revision of Book Entry System; Replacement Bonds

The Bond proceedings prwide for issuance of fully registered Bonds ("Replacerrent Bonds") directly to beneficial o.vners of Bonds other than a Depository, or its nominee, but only in the event that (i) the Depository determines not to continue to act as securities depository for the Bonds (which deterni nation shal I become effective no I ess than 90 days after written notice to such effect to the Issuer and the Trustee); or (ii) the Issuer has adJised a Depository of its deternination (which deternination is conclusive as to the Depository and beneficial o.vners of the Bonds) that the Depository is incapc1.ble of discharging its duties as securities depository for the Bonds; or (iii) the Issuer has deternined (which deterni nation is concl usive as to the Depository and the beneficial o.vners of the Bands) that the i nterests

13

of the beneficial o.vners of the Bonds night be adversely affected if such book-€ntry only system of transfer is conti nued. U pon occurrence of any of the foregoing e.1ents, the Issuer and the B orro.ver shal I use commercially reasonable efforts to atterrpt to locate another qualified securities depository. If the Issuer and the Borro.ver fail to locate another qualified securities depository to replace the Depository, the Issuer and the B orro.ver, at the B orro.ver' s expense, shal I cause to be authenticated and delivered replacement Bands, i n certificate form, to the beneficial o.vners of the Bands. I n the event that the Issuer makes the deternination noted in (ii) or (iii) above (prwided that the Issuer undertakes no obligation to make any investigation to deternine the occurrence of any events that would pernit the Issuer to make any such deterni nation), and has made prwi si ons to notify the beneficial o.vners of B ands of such deternination b,t mailing an appropriate notice to the Depository, it and the Borro.ver shall cause to be issued replacement Bands i n certificate form to beneficial o.vners of the Bands as shewn on the records of the Depository prwi ded to the Issuer.

U pon the written consent of one hundred percent ( 1 0036 ) of the beneficial o.vners of the B ands, the Trustee shall withdraw the Bonds from any Depository and authenticate and deliver Bonds fully registered to the assignees of that Depository or its noninee. If the request for such withdr.M'al is not the result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing, preparing and delivering such Bands) of the persons requesting such withdrawal, authentication and delivery; otherwise such withdrawal, authentication and delivery shal I be at the cost and expense of the B orro.ver.

Whene.1er, during the term of the Bonds, the beneficial o.vnership thereof is deternined b,t a book entry at a Depository, (i) the requirements in the Indenture of holding, delivering or transferring B ands shal I be deemed modified to require the appropriate Person or entity to meet the requi rements of the Depository as to registering or transferring the book entry to produce the same effect and (ii) delivery of the Bonds will be in accordance with arrangements among the Issuer, the Trustee and the Depository notwithstandi ng any provision of the I ndenture to the contrary.

The Trustee (if required b,t a Depository) and the Issuer shall enter into any letter of representation with a Depository to implement the Book Entry System of bond registration described above.

Optional Redemption

The Bands shal I be redeemed, in whole or in part, at a price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, on any Business Day on and after January 1, 2019 in the eventthe Borro.ver exercises any option to prepay the Note and amounts are paid from the proceeds of refunding bonds or otherwise from Available Moneys upon the written direction of the Borro.ver del ivered to the Issuer and the Trustee.

Notice of Redemption

Not less than 20 days prior to the redemption date the Trustee shall give written notice of redemption to the Holders (with a cop,t to the B orro.ver and the Investor Li nited Partner) b,t first class mai I, postage prepaid, at their respective addresses appearing on the Bond Register.

Neither failure of any Holder to receive such notice nor any defect in any notice so mailed will affect the sufficiency of the proceedi ngs for the rederrpti on of any of the Bands. Each notice of rederrpti on wi 11 state, among other thi ngs, the redemption date, the redemption price, the pl ace at which the Bonds are to be surrendered for payment, that the interest on the Bonds designated for redemption will

14

cease to accrue from and after such redemption date and, if I ess than al I of the Bands outstanding are to be redeemed, an i denti fi cation of the Bands or portions thereof to be redeemed.

Further notices ofrederrption shall be sent b,t first-class mail or overnight delivery service to any Holder o.vning, on the date such notice is sent, Bonds in the aggregate principc1.I amount of $1,000,000 or more. A second notice of rederrpti on shal I be sent b,t the same means as the first such notice not I ater than 60 days after the rederrption date to any Holder who shall not have presented for pc1.yment the Bond or Bonds called for redemption within 30 days after such date. In the event the Bonds are called for redemption under circumstances resulting in discharge of the Indenture more than 90 days before the redemption date, addi ti anal official and further notice of redemption sati sfyi ng the requirements of the I ndenture shal I be given not I ess than 30 nor more than 60 days prior to such redemption date.

Any notice of the redemption of Bonds may state that such notice is conditional and that if the conditions for rederrption of such Bonds on the scheduled redemption date are not satisfied (including the availability of funds sufficient to redeem such Bonds), such Bonds will not be redeemed on such date and any Bands tendered for pc1.yment on such date wi 11 be returned to the Holders thereof.

Notwithstanding the foregoing, as long as the Bonds are in book-entry form notice of redemption will be given in accordance with the requirements of DTC.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

At all times the Bonds will be secured by Eligible Investments and Available Moneys sufficient, without need for reinvestment, to pay all of the interest on the Bonds when due and to pay the principal of the Bonds at maturity or date of earlier redemption, as further described herein.

To the extent prwided in and except as otherwise permitted 0y the Indenture, (i) the Bonds will be special obi i gati ons of the Issuer and the Bond Debt Service Charges thereon shal I be payable equally and ratably solely from the Issuer Revenues, including but not linitedto moneys and investments in the Special Funds, (ii) the payment of Bond Debt Service Charges on the Bonds shall be secured 0y the assignment of I ssuer Revenues under and b,t the I ndenture, and ( i ii) pc1.yments due on the Bands al so shal I be secured 0y the Note. Issuer Revenues include the pc1.yments required to be made b,t the B orro.ver under the Loan Agreement and the Note; all other moneys received b,t the Issuer or the Trustee for the account of the I ssuer with respect to repayment of the Loan; moneys and investments i n or al I ocated to the Special Funds; and the income and profit from the investment of the Loan Payments and such other moneys, and the investments of those moneys.

The Issuer has directed the Trustee to fund the Collateral Fund pursuant to the terms of the Indenture. Pursuant to the Indenture, to the extent funds available in the Bond Fund on any Loan Payment Date are insufficient to pay Bond Debt Service Charges on any Interest Payment Date, funds on deposit in the Initial Deposit Account of the Bond Fund, the Collateral Fund and the Prqject Fund will be transferred to the Trustee to pay the Bond Debt Service Charges. Amounts so transferred from the Special Funds shall be a credit to the Borro.ver against the Loan Payments due pursuant to the Loan Agreement and the Note.

The funds on deposit in the Special Funds will be invested in Eligible Investments. It is expected that there will be no fees of the Issuer, or the Trustee pc1.yable from the Issuer Revenues.

The Bonds and the payment of Bond Debt Service Charges do not and will not represent or constitute a debt or pledge of the faith and credit of the Issuer or the State or any political

15

subdivision thereof and are not and will not be secured by an obligation or pledge of any moneys raised by taxation. Holders of the Bonds will not have the right to have excises or taxes levied 0y the Issuer, the State or the taxing authority of any other political subdivision thereof for payment of the principal of or interest on the Bonds. The Issuer has no taxing po.ver.

THE TRUSTEE

The inforrration under this heading has been prwided solely 0y the Trustee and has not been independently verified. No representation whatsoever as to the accuracy, adequacy or corrpleteness of such i nforrrati on is being rrade.

U.S. Bank National Association will act as Trustee pursuant to the Indenture. The obligations of the Trustee are described in the Indenture. The Trustee has undertaken only those duties and obligations that are expressly set forth in the Indenture. The Trustee has not independently passed upon the validity of the Bonds, the security of the pc1yment therefor, the value or condition of any assets pledged to the payment thereof, the adequacy of the provisions for such pc1yment, the status for federal or state income tax purposes of the interest on the Bands, or the i nvestment quality of the B ands. Except for the contents in this section, the Trustee has not revie.ved or participlted in the prei:aration of this Official Statement and has assumed no responsi bi Ii ty for the nature, content, accuracy or corrpl eteness of the i nformati on included in this Official Statement.

CERTAIN BONDHOLDERS' RISKS

The follONing is a sumrrary of certain risks associated \\Atha purchase of the Bonds. There are other possible risks not discussed belo.v. The Bonds are payable from the i:ayments to be rrade 0y the BorrONer under the Loan Agreement and the Note, and from amounts on deposit in the Special Funds and the interest earnings thereon. The Borro.ver's obligation to rrake payments pursuant to the Loan Agreement and the Note are nonrecourse obligations \\Ath respect to which the Borro.ver and its i:artners have no personal liability (except as other\\Ase prwided in the Note) and as to which the BorrONer and its i:artners have not pledged any of their respective assets.

General

Payment of the Bond Debt Service Charges, and the Borro.ver's obligations with respect to the Bond Debt Service Charges, will be primarily secured 0y and pc1yable from Bond proceeds held in the Prqject Fund and moneys deposited into the Collateral Fund and the Bond Fund, including the Initial Deposit Account held in the Bond Fund. Although the Borro.ver will execute the Note to evidence its obligation to rei:ay the Loan, it is not expected that any revenues from the Prqject or other amounts, except moneys in the Special Funds, will be available to satisfy that obligation. The Indenture requires the Trustee to verify, before any disbursement of funds from the Prqject Fund, that the sum of the funds on deposit in the Prqject Fund and the Collateral Fund is at least equal to the then outstanding principal amount of the Bonds. It is expected that funds on deposit in the Collateral Fund and Initial Deposit Account of the B and Fund, and the interest earni ngs thereon wi 11 be sufficient to l'.0-Y the debt service on the Bonds.

Limited Security for Bonds

The Bonds are not secured 0y the FHA Insured Mortgage Loan, any GNMA Security, the Prqject or any mortgage on the Prqject. Investors should look exclusively to amounts on deposit in the Special Funds under the Indenture and investment earnings on each as the source of payment of debt service on the Bonds.

16

Early Redemption of the Bonds

Any person who purchases a B and should consider the fact that the Bands are sul::ij ect to rederrption, upon the occurrence of certain events. See 'THE BONDS -Optional Redemption."

Issuer Limited Liability

The Bands wi 11 not be insured or guaranteed b,t any gwernmental entity or b,t the Issuer or any member or program participant of the foregoing. The Holders will have no recourse to the Issuer in the event of an Event of Default on the Bonds. The Trust Estate for the Bonds will be the only source of payment on the Bands.

Enforceability of Remedies upon an Event of Default

The remedies availalble to the Trustee and the o.vners of the Bonds upon an Event of Default under the Indenture, the Loan Agreement, the Regulatory Agreement or any other document described herein are in many respects dependent upon regulatay and judicial actions which are often sul::iject to discretion and delay. Under existing law and judicial decisions, the remedies prwided for under such documents may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extentthat the enforceability of certain legal rights related to the Bonds is sul::iject to !irritations imposed b,t bankruptcy, reorganization, insolvency or other sirrilar laws affecting the rights of creditors generally and b,t equitable remedies and proceedings generally.

Tax Exemption

In the event the Borro.ver does not maintain the Prqject as a "qualified residential rental prqject'' for the Qualified Prqject Period, the interest on the Bonds may be or become taxable from the date of original issuance to the Holders for federal income tax purposes. Such an event will not constitute an immediate default underthe Loan and is not the basis for an increase in the rate of interest payable on the Bands or give rise to the payment to the o.vners of the Bands of any amount denoted as "supplemental interest," "additional interest," "penalty interest," "liquidated damages" or otherwise, in addition to the amounts payable to the o.vners of the Bands prior to the occurrence of the event which results i n the interest payable on the Bonds being includalble, for federal income tax purposes, in the gross income of the o.vners of the Bands.

Secondary Markets and Prices

No representation is made concerning the existence of any secondary market for the Bonds. The U nderwri ter wi 11 not be obi i gated to repurchase any of the B ands, nor can any assurance be given that any secondary market will develop follo.ving the completion of the offering of the Bonds. Further, there can be no assurance that the initial offering prices for the Bonds will continue for any period of time. Furthermore, the Bonds should be purchased for their prqjected returns only and not for any resale potential , which may or may not exist.

Summary

The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Bands. I n order for potential i nvestors to identify risk factors and malke an i nformed investment decision, potential investors should be thoroughly famliar with this entire Official Statement and the Appendices hereto.

17

NO LITIGATION

The Issuer

It is a condition precedent to the Underwriter's obligation to purchase the Bonds on the Closing Date that the Issuer deliver a certificate to the effect that there is not, to the kno.vledge of the Issuer, any pending or threatened proceeding or litigation against the Issuer restraining or enjoining the issuance or delivery of the Bonds or questioning or affecting the validity of the Bonds or the proceedings or authority under which the Bonds are to be issued, neither the creation, organization or existence of the Issuer nor the title of any of the present rrernbers or other officers of the Issuer to their respective offices is being contested, and there is, to the kno.vledge of the Issuer, no pending or threatened litigation against the Issuer, that in any manner questions the right of the Issuer to enter into the Indenture, the Loan Agreerrent, the Tax Agreerrent, or the Bond Purchase Agreerrent or to secure the Bonds in the manner prwi ded in the I ndenture and the A ct.

The Borro.ver

There is no litigation no.v pending or threatened that if decided adversely to the interests of the Borro.verwould have a rraterial adJerse effect on the operations or financial position of the Borro.ver.

UNDERWRITING

Pursuant and sul::iject to the terms and conditions set forth in a Bond Purchase Agreerrent (the "Bond Purchase Agreerrent"), among Citigroup Global Markets Inc. (the "Underwriter"), the Issuer and the B orro.ver, the U nderwriter has agreed to purchase the B ands at the price of par ( 1 0036 of the ori gi nal principal amount). For its services relating to the transaction, the Underwriter will receive a fee of $83,250, plus $45,275 for certain fees and expenses. From its fees, the Underwriter will be obligated to pay certain costs and expenses of the financing, including the fees and expenses of its counsel.

The Underwriter's obligations are sul::iject to certain conditions precedent, and the Underwriter will purchase all the Bonds, if any are purchased. Pursuant to the Bond Purchase Agreerrent, the Borro.ver has agreed to indemnify the Underwriter and the Issuer against certain civil liabilities, including liabilities under federal securities laws. It is intended that the Bonds will be offered to the public initially at the offering price set forth on the cover page of this Official Staterrent and that such offering price subsequently may change without any requi rerrent of prior notice. The Underwriter rray offer the Bands to other dealers at p-ices lo.ver than those offered to the public.

The Underwriter has entered into a retail distribution agreerrent with UBS Financial Services Inc. ("UBSFS"). Under this distribution agreerrent, the Underwriter rray distribute municipal securities to retail investors through the financial adJisor network of UBSFS. As part of this arrangerrent, the Underwriter rray compensate UBSFS for its selling efforts with respect to the Bonds.

The Underwriter and its affiliates are full service financial institutions engaged in various activities, which rray include securities trading, comrrercial and investrrent banking, financial adJisory, investrrent rranagerrent, principal investrrent, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from tirre to tirre, perforrred, and may in the future perform, various i nvestrrent banking services for the Issuer for which they received or wi 11 receive custorrary fees and expenses.

In the ordinary course of their various business activities, the Underwriter and its affiliates may rrake or hold a broad array of investrrents and actively trade debt and equity securities (or related

18

derivative securities) and financial instrurrents (which rray include bank loans and/or credit default swaps) for their o.vn account and for the accounts of their customers and rray at any ti rre hold I ong and short positions in such securities and instrurrents. Such investrrent and securities activities rray involve securities and instrurrents of the Issuer.

TAX MATTERS

In General

In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and j udi ci al decisions, interest on the B ands is excl uded from gross i ncome for federal i ncome tax purposes, except for interest on any Bond for any period during which such Bond is held b,t a "substantial user" of the facilities financed b,t the Bonds or a "related person" within the rreaning of Section 147(a) of the Code. The opinion described in the preceding sentence assurres cornpl i ance b,t the Issuer and the Borro.verwith covenants designed to satisfy the requirerrents of the Code that must be rret subsequent to the issuance of the Bands. F ai I ure to comply with such requi rerrents could cause interest on the Bands to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bands. The I ssuer and the B orro.ver have covenanted to comply with such requi rerrents.

Bond Counsel is further of the opinion that interest on the Bonds is not a specific preference item or included in aqj usted current earnings of corporations for purposes of the federal alternative ni ni mum tax.

Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Bonds. The accrual or receipt of interest on the Bonds rray otherwise affect the federal i ncorre tax I i abi Ii ty of the o.vners of the Bands. The extent of these other tax consequences wi 11 depend upon such o.vner's particular tax status and other items of incorre or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Bands, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirerrent benefits, taxpayers otherwise entitled to claim the earned incorre credit, taxpayers entitled to claim the refundable credit in Section 368 of the Code for cwerage under a qualified health plan or taxpayers who rray be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt olbl i gati ons, should consult their tax ad.ii sors as to the tax consequences of purchasing or o.vni ng the Bands.

Back-Up Withholding

As a result of the enactrrent of the Tax Increase Prevention and Reconciliation Act of 2005, interest on tax-exempt olbligations such as the Bonds is sul::iject to inforrration reporting in a manner sinilar to interest paid on taxable obligations. Backup withholding rray be imposed on payrrents rrade after March 31, 2007 to any bondholder who fails to prwide certain required inforrration including an accurate taxpayer identification number to any person required to collect such inforrration pursuant to Section 6049 of the Code. This reporting requirerrent does not in and of itself affect or alter the excludability of interest on the Bonds from gross incorre for federal income tax purposes or any other federal tax consequence of purchasing, holding or sel Ii ng tax-exempt obi i gations.

Changes in Federal Tax Law

Fromtirre totirre, there are legislative proposals in the Congress and in the states that, if enacted, could alter or arrend the federal and state tax matters referred to abOJe or acwersely affect the rrarket

19

val ue of the Bands. It cannot be predicted whether or in what form any such proposal night be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a i:articular manner, could acwersely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action wi 11 be i mpl emented, ho.v any i:arti cul ar litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be imi:acted thereby. Purchasers of the Bonds should consult their tax acwisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed b,' Bond Counsel are based upon existing legislation and regulations as interpreted b,' relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel have expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation.

State of California Income Taxation

Bond Counsel is also of the opinion that interest on the Bonds is exempt from State of California taxation, excepting inheritance and gift taxes.

LEGAL MATTERS

Legal mane rs incident to the authorization, issuance and sale of the Bands and with regard to the federal tax exempt status of the interest of the Bonds (see "TAX MATIERS") are sul::iject to the approving legal opinion of Kutak Rock LLP, Omaha, Nebraska, Bond Counsel. A signed cop,t of that opinion, dated and speaking only as of the date of original delivery of the Bonds, will be delivered to the Underwriter at the time of such original delivery. A COP{ of such opinion will accomi:any the Bonds and a draft of that opi ni on is attached hereto as Appendix B .

In rendering its approving opinion, Bond Counsel will rely on certifications and representations of fact to be contained in the transcript of proceedings which Bond Counsel will not have independently verified. Certain legal matters will be passed upon for the Underwriter b,' its counsel, Eichner Norris & Neumann PLLC, Washington, D.C., for the Issuer b,' the Los Angeles City Attorney's Office, Los Angeles, California, and for the Borro.ver b,' Kantor Taylor Nelson Evan & Decina PC, Seattle, Washington.

RATING

S& P Global Ratings (the "Rating Agency") has assigned to the Bonds the rating set forth on the ewer hereof. The rating reflects only the vie.vs of the Rating Agency, and an explanation of the significance of such rating may be obtained from it. No assurance can be given that the rating will be maintained for any given period of time or that the rating may not be revised do.vnward, suspended or withdrawn entirely b,' the Rating Agency if, in its judgment, circumstances so warrant. Any such do.vnward change in, suspension or withdrawal of the rating may have an acwerse effect on the market price of the Bands. The Underwriter and the Issuer have undertaken no responsi bi I ity after issuance of the Bonds to assure the maintenance of the rating or to oppose any such revision, suspension or withdrawal. A securities rating is not a recommendation to buy, sell or hold securities and may be sul::iject to revision or withdrawal at any ti me.

SU BORDI NATION TO MORTGAGE LOAN DOCUMENTS AND HUD REQUIREMENTS

The Indenture, the Loan Agreement, the Note and the Regulatory Agreement (the "Bond Financing Documents") prwide that, notwithstanding anything in such documents to the contrary, the

20

Bond Financing Docurrents will be subordinate to the FHA Loan Docurrents. The provisions of the Bond Financing Docurrents are sul::iject to the National Housing Act, all applicable FHA mortgage insurance regulations and related administrative requirerrents, the FHA Loan Docurrents, all applicable GNMA Regulations and related adninistrative requirerrents and the GNMA Docurrents (collectively the "HUD Requirerrents"). In the event of any conflict between the provisions of the Bond Financing Docurrents and the HUD Requirerrents, the HUD Requirerrents will control. Enforcerrent of the Bond Financing Docurrents will not result in any claim against the Prqject, the FHA Insured Mortgage Loan proceeds, any reserve or deposit required 0y HUD in connection with the FHA Mortgage, or the rents or other income from the Prqject (except "surplus cash," as defined in the HUD Regulatory Agreerrent). No assurance can be made that such prwi si on wi 11 not i mpai r the excl udabi I i ty of interest on the Bands from gross income for federal income tax purposes.

CONTINUING DISCLOSURE

The Borro.ver will enter into a Continuing Disclosure Agreerrent dated as of July 1, 2017 (the "Continuing Disclosure Agreerrent'') with U.S. Bank National Association, acting as the Dissenination Agent, obligating the Borro.ver to send, or cause to be sent, certain financial information with respect to the Prqject to certain information repositories annually and to provide notice, or cause notice to be provided, to the Municipal Securities Rulemaking Board, if any, of certain enurrerated events for the benefit of the Beneficial O.Vners and Holders of any of the Bonds, in order to allo.v the Underwriter to rreet the requirerrents of Section (b)(S)(i) of Securities Exchange Comnission Rule 15c2-12 (the "Rule'').

A fai I ure 0y the B orro.verto comply with the provisi ans of the Continuing Di sci osure Agreerrent will not constitute a default under the Indenture or the Loan Agreerrent (although Holders will have any available rerredy at law or in equity for obtaining necessary disclosures). Nevertheless, such a failure to comply is required to be reported in accordance with the Rule and must be considered 0y any brolker, dealer or municipal securities dealer before recomrrending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may acwersely affect the transferability and liquidity of the Bonds.

Neitherthe Borro.ver, nor its partners, nor any entity affiliated with the Borro.ver nor the partners has defaulted i n connection with its or thei r con ti nui ng di sci osure undertaki ngs or obi i gati ons i n connection with any issuance of bonds sul::iject to the Rule. See "APPENDIX F - FORM OF CONTINUING DISCLOSURE AGREEMENT" herein.

MISCELLANEOUS

The foregoing references to and summaries or descriptions of prwisions of the Bonds, the Loan Agreerrent, the Indenture and the Regulatory Agreerrent, and all references to other materials not stated to be quoted in full are only brief outlines of some of the prwisions thereof and do not purport to summarize or describe all of the prwisions thereof. After the Closing Date, copies of the Loan Agreerrent, the Indenture, the Note and the Regulatory Agreerrent may be obtained from the Trustee at its designated corporate trust office.

[Remainder of Page Intentionally Left Blank]

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The Official Staterrent has been duly authorized, executed and delivered b,t the B orro.ver.

GILBERT LINDSAY HOUSING LP, a California Ii ni ted i:artnershi p

By: Housing Corporation of Arrerica, a Utah nonprofit corporation, its Managing General Partner

By: /s/ Ronald H. Olson Narre: Ronald H. Olson Ti tie: President

By: Gilbert Lindsay Housing LLC, a California linited liability corni:any, its Adninistrative General Partner

By: /s/ AndnwGross Narre: Andrew Gross Title: President

APPENDIX A

DEFINITION OF CERT Al N TERMS

"Act'' rreans Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California.

"Additional Payrrents" rreans the arrounts required to be paid b,t the Borro.ver pursuant to the prwi si ons of the Loan A greerrent.

"Affiliate" of any specified Person rreans any other Person directly or indirectly controlling or controlled b,t or under direct or indirect comnon control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person rreans the po.ver to direct the policies of such Person, directly or indirectly, whether through the po.ver to appoint and rernOJe its directors, the o.vnership of voting securities, b,t contract, or otherwise; and the terms "controlling'' and "controlled' have rreanings correlative to the foregoing.

"Agreerrent" or "Loan Agreerrent" rreans the Loan Agreerrent dated as of even date with the Indenture, between the Issuer and the B orro.ver and assigned b,t the Issuer, except for Unassigned I ssuer' s Rights, to the Trustee, as arrended or suppl errented from ti rre to ti rre.

"Arbitrage Consultant" or "Rebate Consultant'' rreans any accountant, I.Ml firm or consultant experienced in the calculation of arbitrage rebate selected b,t the Borro.ver and apprwed b,t the Issuer.

"Authorized Attesting Officer" rreans the City Treasurer of the Issuer, or such other officer or official of the Issuer who, in accordance with the I aws of the State, the b{I .M'S or other gOJerni ng docurrents of the Issuer, or practice or custom, regularly attests or certifies official acts and records of the Issuer, and includes any assistant or deputy officer to the principai officer or officers exercising such responsi bi I iti es.

"Authorized Borro.ver Representative'' rreans the person or persons designated to act on behalf of the B orro.ver b,t written certificate furnished to the Issuer and the Trustee contai ni ng the speci rren signature of such person and signed on behalf of the B orro.ver b,t an officer of the adni ni strative general partner of the B orro.ver, which certificate may designate an al tern ate or alternates.

"Authorized Denonination" rreans (a) so long as the Bonds are rated "A," without regard to a modifier (or the equivalent) or higher b,t a Rating Agency, $5,000 or any integral multiple of $5,000 in excess thereof, or (b) at any other tirre, $100,000, or any integral multiple of $0.01 in excess thereof, except that in each case one Bond may be in a principal arrount equal to the then Outstanding principal amount of the Bands of such series.

"Authorized Lender Representative" rreans a representative of the FHA Lender identified in a certificate of the FHA Lender delivered to the Issuer and Trustee.

"Authorized Official" rreans the Mayor or the General Manager, any Interim General Manager, any Assistant General Manager, any Acting General Manager, any Acting Assistant General Manager, I nterimAssistant General Manager, the Executive Officer orthe Director or Acting Director, Finance and Development Division of the Housing Development Bureau of the Los Angeles Housing and Community I nvestrrent Departrrent, and any other officer or emplO{ee of the Issuer designated to perform a specified act, to sign a specified docurrent or to act generally, on behalf of the Issuer b,t a written certificate furnished to the Trustee, which certificate is signed b,t the Mayor or the General Manager or any Acting

General Manager or any Interim General Manager, any Assistant General Manager, and Acting Assistant General Manager or Interim Assistant General Manager, the Executive Officer or Director, or Acting Director, Finance and Developrrent Division of the Housing De.1eloprrent Bureau of the Los Angeles Housing and Community Investment Depc1.rtment and contains the specimen signature of such other officer or errployee of the Issuer. The Borrcwer may conclusively presume that any of the aforementioned officials or a person designated in a written certificate filed with it as an Authorized Official is an Authorized Official until such time as the Issuer files with the Borro.ver and Trustee a written certificate identifying a different person or persons to act in such capacity.

"A vai I able Moneys" means, as of any date of deterni nation, any of the fol Io.vi ng, as appl i cable:

( a) the proceeds of the B ands;

(b) proceeds from the sale of GNMA Securities;

(c) FHA Lender Funds deposited directly with the Trustee b,t the FHA Lender;

(cl) the proceeds of the Issuer's Multifamily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtments) Series 2016R-2 authorized in the Bond Resolution;

(e) any other amounts, including the proceeds of refunding bonds, for which the Trustee has received an opinion of counsel to the effect that the use of such amounts to make pc1.yments on the Bonds would not violate Section 362(a) of the Bankruptcy Code (or that relief from the automatic stay prwisions of such Section 362(a) would be available from the bankruptcy court) or be avoidable as preferential pc1.yments under Section 547 of the Bankruptcy Code should the Issuer or the B orro.ver become a debtor in proceedings commenced under the Bankruptcy Code;

(f) the proceeds of any letter of credit; or

( g) investment earni ngs derived from the i nvestment of moneys descri bed i n ( a) , ( b), (c), (cl), (e) or (f).

"Bankruptcy Code" means Title 11 of the United States Code entitled" Bankruptcy," as in effect no.v and in the future, or any successor statute.

"Board' means the City Council of the Issuer.

"Bond Counsel" shall mean, collectively, Kutak Rock LLP or any other attorney or firm of attorneys designated b,t the I ssuer and approved b,t a M aj ori ty of the Holders of the B ands and who has a national reputation for skill in connection with the authorization and issuance of rnunicipc1.I obligations under Sections 103 and 141 through 150 (or any successor provisions) of the Code.

"Bond Debt Service Charges" means, for any period or pc1.yable at any time, the principal of and interest on the Bonds for that period or payable at that time whether due at maturity or upon redemption or acceleration.

"Bond Documents" means the Indenture, the Loan Agreement, the Regulatory Agreement, the Tax Agreement, the Bond Purchase Agreement and any other document executed as of or afterthe date of the I ndenture b,t the B orro.ver, the I ssuer, Trustee or B ondhol ders i n connection with the Bands.

A-'2.

"Bond Fund' rreans the Bond Fund created in the Indenture and within it an Initial Deposit Account.

"Bond Payrrent Date'' rreans each Interest Payrrent Date and any other date Bond Debt Service Charges on the Bonds are due, whether at rraturity, upon acceleration, rederrption or otherwise.

"Bond Purchase Agreerrent" shall rrean that Bond Purchase Agreerrent dated July 10, 2017, among the Issuer, Borro.ver and the Underwriter.

" Bond R esol uti on" rreans that certain R esol uti on rel ati ng to the Prqj ect, adopted b,t the B oard on January 24, 2017.

"Bond Year" rreans each annual period of twelve months the first of which cornrrences on the date of the original issuance and delivery of the Bonds and ends on February 28, 2018 and the last of which ends on the rraturity of the Bonds, except that the first and last BondY ear rray be less than twelve months.

"Bonds" rreans the Issuer's Multifanily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtrrents) Series 2016R-1 authorized in the Bond Resolution and the Indenture in an amount of $11,100,000.

"Book Entry Forni' or "Book Entry System' rreans, with respect to the Bonds, a form or system, as applicable, under which (i) physical Bond certificates in fully registered form are issued only to a Depository or its noninee, with the physical Bond certificates "imnobilized" in the custody of the Depository and (ii) the o.vnership of book entry interests in Bonds and Bond Debt Service Charges thereon rray be transferred only through a book entry made b,t Persons other than the Issuer or the Trustee. The records maintained b,t Persons other than the Issuer or the Trustee constitute the written record that identifies the o.vners, and records the transfer, of book entry interests in the Bonds and Bond Debt Service Charges thereon.

"Borro.ver" rreans Gilbert Lindsay Housing LP, a California limited partnership, and its lawful successors and assigns to the extent perni ned b,t the Loan A greerrent.

" B orro.ver Docurrents" has the rreani ng given to such term in the Loan A greerrent.

"Business Day" rreans a day of the week, other than a Saturday or a Sunday, on which cornrrercial banks located in the city in which the designated corporate trust office of the Trustee are not required or authorized to rerrai n closed.

"Closing Date" rreans July 14, 2017.

"Code" rreans the Internal Revenue Code of 1986, as amended, and all applicable regulations (whether proposed, temporary or final) under the Code and the statutory predecessor of the Code, and any official rul i ngs and j udi ci al deterni nations under the foregoi ng appl i cable to the Bands.

"Col I ateral Fund' rreans the Col I ateral Fund created pursuantto the I ndenture.

"Completion Date'' rreans the date of substantial completion of the Prqject evidenced in accordance with the requi rerrents of the Loan A greerrent.

"Construction Period" rreans the period between the beginning of the acquisition, rehabilitation, remodeling, i rrprwi ng and equipping of the Prqj ect and the Campi eti on Date.

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"Continuing Disclosure Agreerrent" means the Continuing Disclosure Agreerrent, dated as of July 1, 2017, between the Borro.ver and U.S. Bank National Association, as Dissemination Agent.

"Contractual Obligation" means for any Person any obligation, covenant, or condition contained in any evidence of Indebtedness or any agreerrent or instrurrent under or pursuant to which any evidence of Indebtedness has been issued, or any other material agreerrent, instrurrent or guaranty, to which such Person is a pll'ty or 0ywhich such Person or any of its assets or properties are bound.

"Costs of Issuance Fund' means the Costs of Issuance Fund created pursuant to the Indenture.

"Depository" means, with respect to the Bonds while in Book Entry Form, DTC, until a successor Depository shal I have become such pursuant to the appl i cable provisions of the I ndenture, and thereafter, Depository shall rrean the successor Depository. Any Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a Book Entry System to record o.vnershi p of book entry interests in the Bands or Bond Debt Service Charges thereon, and to effect transfers of book entry interests in the Bands.

"Disburserrent Request'' shall have the rreaning set forth in the Indenture.

"Dissemination Agent" means the Dissemination Agent appointed under the Continuing Di sci osure A greerrent.

"DTC" rreans The Depository Trust Company (a linited purpose trust company), New York, New York, and its successors or assigns.

"DTC Participant'' means any participant contracting with DTC under its book entry system and i ncl udes securities brokers and dealers, banks and trust companies and cl eari ng corporations.

" E I i gi bl e I nvestrrents" means any of the fol Io.vi ng i nvestrrents which at the ti rre are I egal i nvestrrents for moneys of the I ssuer which are then proposed to be i nvested therei n and each of which i nvestrrents must mature or be guaranteed to be able to be tendered at a price of par prior to J anuary 1, 2019 or, after January 1, 2019, priortothe Maturity Date of the Bonds:

(a) Direct obligations of the United States of Arrerica including obligations issued or held in book-€ntry form on the books of the Departrrent of the Treasury of the United States of Arrerica ("Governrrent Obligations''); or

( b) M oney market funds rated AAA m 0y S& P i nvesti ng i n G wernrrent Obi i gati ons, which funds are registered with the Securities and Exchange Comnission and which meet the requirerrents of Rule 2(a)(7) of the I nvestrrent Company Act of 1940, as arrended, which may be adni nistered 0y the Trustee or its affi Ii ates.

"Event of Default" means any of the events described as an Event of Default under the Indenture or Loan A greerrent.

"Extraordinary Services" and "Extraordinary Expenses" rrean all services rendered and all reasonable expenses properly incurred 0y the Trustee under the Indenture, other than Ordinary Services and Ordinary Expenses. Extraordinary Services and Extraordinary Expenses shall specifically include services rendered or expenses incurred 0y the Trustee in connection with, or in conterrplation of, an Event of Default.

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"FHA" means the Federal Housing Administration.

"FHA Insurance Comnitment" means the commitment for insurance of ad.lances issued b,t the Federal Housing Commissioner of HUD with respect to the Prqject, datedJ anuary 19, 2017, as amended.

"FHA Insurance Regulations" means the FHA Regulations promulgated under the National Housing Act.

" FHA I nsured Mortgage Loan" means the mortgage I oan i n the ori gi nal pri nci pc1.I amount of $12,335,300 to be ad.lanced b,t the FHA Lender to the Borrcwer and insured b,t FHA under Section 221(d)(4) of the National HousingAct, as amended.

"FHA Lender" means PNC Bank, NA., a national banking association, its successors and assigns.

"FHA Lender Funds" means, collectively, funds of the FHA Lender, whether from the FHA Lender's warehouse line of credit, internal sources or proceeds, if any, received from the sale b,t the FHA Lender of GNMA Securities with respect to the FHA Insured Mortgage Loan.

"FHA Loan Documents" means the documents related to the FHA Insured Mortgage Loan, including the FHA Insurance Comnitment, the FHA Note, the FHA Mortgage, the HUD Regulatory Agreement and any and al I other documents, agreements, or i nstruments which evidence, secure or are executed in connection with the indebtedness e.1idenced b,t the FHA Note.

"FHA Mortgage" means the first-lien priority Multifanily Deed of Trust, Assignment of Leases and Rents and Security Agreement dated as of July 1, 2017 from Borro.ver for the benefit of FHA Lender to secure the repc1.yment of the FHA Note.

"FHA Note'' means the $12,335,300 FHA-Insured Note (Multistate) dated as of July 1, 2017 from B orro.verto FHA L enderto evidence its i ndebtedness underthe FHA I nsured Mortgage Loan.

"Fiscal Year" means, with respect to a Person, that period beginning on January 1 of each year and ending on December 31 of that year or such other fi seal year as shal I be designated b,t such Person as its annual accounti ng period.

"Force Majeure" means any of the causes, circumstances or e.1ents described as constituting Force Maj eure i n the Loan Agreement.

"GAAP" means generally accepted accounting principles applied on a consistent basis.

"General Partner" means, collectively, Housing Corporation of America, as Managing General Partner of the Borro.ver and Gilbert Lindsay Housing LLC, as Administrative General Partner of the B orro.ver, together with thei r perni tted successors and assigns

"GNMA" means the Government National Mortgage Association, a corporate instrumentality of the United States within the United States Deplrtment of Housing and Urban Development organized and exi sti ng underthe Nati anal Housing A ct.

"GNMA Documents" means the GNMA Guaranty and the documents related to the GNMA Guaranty.

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"GNMA Guaranty" rreans the guaranty made 0y GNMA pursuant to the provisions of Section 306(g) of Title 111 of the National Housing Act, as amended, and the regulations prom.JI gated under the National HousingAct.

"GNMA Regulations" rreans the GNMA Regulations prOmJlgated under the National Housing Act.

"GNMA Security" or "GNMA Securities" rreans a fully mxlified pass through security in the form of a CLC or a PLC issued 0y an apprwed FHA lender and guaranteed 0y GNMA as to tirrely payrrent of principal of and interest on a PLC and as to ti rrely payrrent of interest only unti I maturity and tirrely payrrent of principal at maturity on a CLC, pursuant to Section 306(g) of the National Housing Act of 1934, as arrended, and the regulations prom.JI gated thereunder.

"Gwernrrent" shall rrean the gwernrrent of the United States of Arrerica, the gwernrrent of any other nation, any political subdivision of the United States of Arrerica or any other nation (including, without limitation, any state, territory, federal district, municipality or possession) and any departrrent, agency or instrurrentality thereof; and "Governrrental" shall rrean of, 0y, or pertaining to any Governrrent.

"Holder," "Holders," or "Holder of a Bond' rreans the Person in whose name a Bond is registered on the Register.

"HUD" rreans the United States Departrrent of Housing and Urban Developrrent.

"HUD Regulatory Agreerrent'' rreans the Regulatory Agreerrent for Multifamily Prqjects dated as of July 1, 2017 between the Borro.ver and HUD, related to the FHA Insured Mortgage Loan.

"Indebtedness" shall rrean for any Person (a) all indebtedness or other obligations of such Person for borro.ved money or for the deferred purchase price of property or services, ( b) al I i ndebtedness or other olbl i gati ons of any other Person for borro.ved money or for the deferred purchase price of property or services, the payrrent or collection of which such Person has guaranteed (except 0y reason of endorserrent for deposit or collection in the ordinary course of business) or in respect of which such Person is liable, contingently or otherwise, including, without !irritation, 0y way of agreerrent to purchase, to provide funds for payrrent, to supply funds to or otherwise to invest in such other Person, or otherwise to assure a creditor against loss, (c) all indebtedness or other obligations of any other Person for borro.ved money or for the deferred purchase price of property or services secured 0y ( or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured 0y) any Lien, upon or in property (including, without !irritation, accounts and contract rights) o.vned 0y such Person, whether or not such Person has assurred or become lialble for the payrrent of such indebtedness or other obligations, (cl) all direct or contingent obligations of such Person in respect of letters of credit, (e) all lease obligations which have been or should be, in accordance with GAAP, capitalized on the books of such Person as lessee, and (f) guaranties of any of the foregoing; prwided that Indebtedness does not include accounts payable and accrued expenses incurred in the ordinary course of business.

"Indenture" rreans the Trust Indenture, dated as of July 1, 2017, between the Issuer and the Trustee, as arrended or suppl errented from ti rre to ti rre.

"Independent'' when used with respect to a specified Person rreans such Person has no specific fi nanci al interest di rect or indirect i n the B orro.ver or any A ffi Ii ate of the B orro.ver and in the case of an individual is not a director, trustee, officer, partner or emplO{ee of the Borro.ver or any Affiliate of the Borro.ver and in the case of an entity, does not have a partner, director, trustee, officer, partner or

A-6

emplcfy'eewho is a director, trustee, officer or empl(¥ee of any partner of the Borro.ver or any Affiliate of the B orro.ver.

"Information Services" means in accordance with then-current guidelines of the Securities and Exchange Comnission, the Municipal Securities Rulemaking Board established pursuant to Section 1 SB(b)(l) of the Securities Exchange Act of 1934, or any successor entity or entities designated b,t the Securities and Exchange Comni ssi on.

"Initial Deposit'' means the deposit of Available Moneys to the Initial Deposit Account in the amount of $283,389.17 which the Borro.ver shall cause to be made from Available Moneys otherthan the proceeds of the Bands on the Closing Date.

"Initial Deposit Account'' means the Initial Deposit Account within the Bond Fund created in the Indenture.

"Interest Payment Date" means eachJ anuary 1 andJ uly 1, commenci ngJ anuary 1, 2018, and on any date the Bonds are called for redemption priorto maturity.

"Interest Rate" means 1.3036 per annum

"Interest Rate for AdJances" means the rate of twelve percent per annum (12%) or the rate per annum which is two percent plus that interest rate announced b,t the Trustee in its lending capacity as a bank as its" Prime Rate'' or its" Base Rate," whichever is greater and lawfully chargeable, in whole or in part.

"Investor Linited Partner" means Wells Fargo Affordable Housing Community Development Corporation, a North Caroli na corporation, its perni ned successors and assigns.

"Issuer" means the City of Los Angeles, a municipal corporation and charter city of the State of California.

"Issuer's Closing Fee" shall mean the Issuer's issuance fee in the amount of $27,750.00 payable b,t the Borro.vertothe Issuer on or before the Closing Date.

"Issuer's Fee" means Issuer's Closing Fee and Issuer's Ongoing Fee.

"Issuer's Ongoing Fee'' shal I mean the annual fee of the Issuer with respect to the Bands in the amount as set forth in and in accordance with and pursuant to the provisions of the Regulatory Agreement.

"Issuer Revenues" means (a) the Loan Payments, (b) all other moneys received or to be received b,t the Issuer or the Trustee in respect of repayment of the Loan, including without limitation, all moneys and investments in the Bond Fund, (c) any moneys and investments in the Prqject Fund and the Collateral Fund, and (cl) all income and profit from the investment of the foregoing moneys. The term "Issuer Revenues" does not incl ude any moneys or i nvestments in the Rebate Fund or the Costs of I ssuance Fund.

"La.\/' means Section 248 of the City Charter of the City and Article 6.3 of Chapter 1 of Division 11 of the LosAngelesAdninistrative Code, as supplemented and amended to the Closing Date.

"Lien" means any mortgage, deed of trust, lien, charge, security interest or encumbrance of any kind upon, or pledge of, any property, whether o.vned on or acquired after the date of the Indenture, and

A-1

includes the acquisition of, or agreerrent to acquire, any property sul::iject to any conditional sale agreerrent or other title retention agreerrent, including a lease on terms tantamount thereto or on terms otherwise substantially equivalent to a purchase.

"Loan" rreans the loan 0y the lssuertothe Borro.ver of the proceeds received from the sale of the Bonds.

"Loan Payrrent Cure Period" rreans a period of four Business Days follo.ving any Loan Payrrent Date.

"Loan Payrrent Date'' rreans the fifth Business Day preceding each Bond Payrrent Date.

"Loan Payrrents" rreans the arrounts required to be paid 0y the Borro.ver in repayrrent of the Loan pursuant to the prwisions of the Note and the Loan Agreerrent.

"Majority of the Holders of the Bonds" rreans the Holders of more than fifty percent (5036) of the pri nci pal amount of the then Outstandi ng Bands.

"Maturity Date'' rreans J uly 1, 2019.

"Minimum Trustee Rating'' rreans a long term rating of the Trustee's unsecured obligations with maturities in excess of one year of not less than" A" 0y S& P, or, if the Trustee does not have such a rating from S& P, it must have a minimum rating of its unsecured obligations with maturities of one year or less of"A-1" fromS&P.

"Note" rreans the Pronissory Note, dated as of the Closing Date, in the form attached to the Loan Agreerrent as Exhibit A, in the original principal arrount of $11,100,000, evidencing the obligation of the B orro.ver to make Loan Payrrents.

"Opinion of Bond Counsel" rreans an opinion of Bond Counsel.

"Ordinary Services" and "Ordinary Expenses" rrean those services normally rendered, and those expenses normally incurred, 0y a trustee, registrar, paying agent and authenticating agent under instrurrents similar to the Indenture. Without liniting the generality of this definition, Ordinary Services and Ordinary Expenses shall include, without limitation, services prwided 0y the Trustee in connection with the redemption of Bonds as prwided in the Indenture and in connection with any rreetings of Holders of the Bands as prwi ded the I ndenture.

" Outstandi ng B ands," " B ands outstanding'' or "outstanding'' as applied to B ands rrean, as of the applicable date, all Bonds which have been authenticated and delivered, or which are being delivered 0y the Trustee under the Indenture, except:

(a) Bonds cancelled upon surrender, exchange or transfer, or cancelled because of payrrent on or prior to that date;

( b) Bands, or the portion thereof, for the payrrent or purchase for cancel I ati on of which sufficient money has been deposited and credited with the Trustee cr the Paying Agent on or prior to that date forthat purpose (whether upon or prior to the maturity of those Bonds);

A--8

( c) Bands, or the portion thereof, which are deemed to have been paid and discharged or caused to have been paid and discharged pursuant to the prwi si ans of the Indenture; and

(cl) Bonds in lieu of which others have been authenticated underthe Indenture.

"Paying Agent" rreans the Trustee acting as such, or any other bank or trust con-pany designated as a Paying Agent b,t or in accordance with the Indenture.

"Person" or words irrporting persons rrean firms, associations, i:artnerships (including without I irritation, general and lirrited i:artnerships),joint ventures, societies, estates, trusts, corporations, lirrited liability corni:anies, public or gwernrrental bodies, other legal entities and natural persons.

"Plans and Specifications" rreans the plans and specifications describing the Prqject as no.v prei:ared and as they rray be changed as prwi ded in the Loan A greerrent frorn ti rre to ti rre.

"Predecessor Bond" of any particular Bond rreans every previous Bond evidencing all or a portion of the sarre debt as that evidenced b,t the i:articular Bond. For the purposes of this definition, any Bond authenticated and delivered under the Indenture in lieu of a lost, stolen or destroyed Bond shall, except as otherwise prwi ded in the I ndenture, be deerred to evidence the sarre debt as the I ost, stolen or destroyed Bond.

"Prqject" rreans the acquisition, rehabilitation and equipping of an existing 137 unit (including two rranager units) ai:artrrent complex kno.vn as Gilbert Lindsay Apartrrents, and located at 601 West 4Cfh Pl ace i n Los Angel es, Cal i forni a

"Prqject Costs" rreans the costs of the Prqject specified in the Loan Agreerrent.

"Prqject Fund' rreans the Prqject Fund created in the Indenture.

"Prqject Purposes" rreans the operation of the Prqject in accordance with the Act, the Code and the Regulatory A greerrent.

"Rating Agency" rreans S&P Global Ratings ("S&P"), Moody's Investors Service, Inc. ("Moody's") or any other nationally recognized municipal securities rating agency acceptable to the Underwriter.

" Rebate Fund' rreans the Rebate Fund created i n the I ndenture.

"Register" rreans the books kept and rraintai ned b,t the Registrar for registration and transfer of B ands pursuant to the I ndenture.

"Registrar" rreans the Trustee, until a successor Registrar shall have become such pursuant to applicable provisions of the Indenture; each Registrar shall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934.

"Regular Record Date" rreans, the fifteenth day of the calendar rnonth next preceding an Interest Payrrent Date applicable to that Bond.

"Regulatory Agreerrent" rreans the Regulatory Agreerrent and Declaration of Restrictive Cwenants, dated as of even date with the Indenture, arnong the Issuer, the Trustee and the Borro.ver.

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"Responsible Banking Ordinance" means Ordinance No. 182138 of the City of Los Angeles arrending Chapter 5.1 of the Los Angeles Adninistrative Code.

"Securities Act" rreans the United States Securities Act of 1933, as in effect on the Closing Date.

"Securities Depositories" rreans The Depository Trust Corrpany, 711 Ste.vart Avenue, Garden City, New York 11530, Fax (516) 227 4039 or 4191 or, in accordance with the then current guidelines of the Securities and Exchange Comnission to such other addresses and/or such other securities depositories or, as the Issuer rray designate in a request of the Issuer delivered to the Trustee, to no such depositories.

"S& P" rreans S& P GI obal Ratings.

"Special Funds" means, collectively, the Bond Fund, the Collateral Fund and the Prqject Fund, and any accounts therein, al I as created in the Indenture.

"Special Linited Partner" means any Special Limited Partner appointed pursuant to the B orro.ver' s A rrended and Restated A greerrent of Li ni ted Partnershi p.

"Special Record Date" means, with respect to any Bond, the date established b,t the Trustee in connection with the i:avrrent of overdue interest or principll on that Bond.

"State" rreans the State of California

"Supplerrental Indenture" means any indenture supplerrental to the Indenture entered into between the I ssuer and the Trustee in accordance with the I ndenture.

"Tax Agreerrent" rreans the Tax Certificate as to Arbitrage and the Prwisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986, dated the Closing Date, executed and delivered b,t the Issuer and the B orro.ver.

"Trustee'' means U.S. Bank National Association, until a successor Trustee shall have become such pursuant to the applicable prwisions of the Indenture, and thereafter, ''Trustee" shall rrean the successor Trustee.

"Unassigned Issuer's Rights" means all of the rights of the Issuer, its rrembers, officers, attorneys, accountants, employees, agents and consultants, past, present and future specifically reserved b,t the Issuer under the Indenture to receive Additional Payrrents under the Loan Agreerrent, to be held harm ess and indemnified under the Loan A greerrent, to be rei rrbursed for attorney's fees and expenses under the Loan Agreerrent, to receive notices pursuant to the Loan Agreerrent and to give or withhold consent to arrendrrents, changes, modifications, alterations and termination of the Loan A greerrent under the Loan Agreerrent, its rights of access, to enforce the terms of the Regulatory Agreerrent, and to the extent not incl uded abOJe the rights speci fi cal ly reserved b,t the Issuer under the I ndenture.

"Underwriter" rreans Citigroup GI obal Markets Inc.

[Rerrainder of Page Intentionally Left Blank]

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APPENDIX B

FORM OF BOND COUNSEL OPINION

The form of the apprOJing legal opinion of Kutak Rock LLP, Bond Counsel, is set forth belo.v. The actual opinion \\All be delivered on the date of delivery of the Bonds referred to therein and rrayvary from the form set forth to reflect ci rcum;tances both factual and I egal at the ti me of such delivery. Recirculation of the final Official Statement shall create no irrplication that Kutak Rock LLP has reviewed any of the rraners set forth in such opinion subsequenttothe date of such opinion.

July __ , 2017

City of Los Angeles c/o Los Angeles Housing and Community I nvestment Department

Citigrou~ Global Markets Inc. 1225 17' Street, Suite 2102 Denver, CO 80202

1200West 7'h Street, 8'h Floor Los Angeles, CA 90017

U.S. Bank National Association 633 West Fifth Street, 24'h Floor Los Angeles, CA 90071

Ladies and Gentlemen:

$11, 100,000 City of Los Angeles

Multifanily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtments)

Series 2016R-1

We have acted as bond counsel in connection with the issuance on the date hereof b,t the City of LosAngeles (the "Issuer") of its Multifanily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtments) Series 2016R-1 (the "Bonds") in the aggregate principc1.I amount of $11,100,000. The Bonds are being issued to fund a loan (the "Loan") to Gilbert Lindsay Housing LP, a California linited pc1.rtnership (the "Borro.ver"), to finance a portion of the acquisition, rehabilitation and equipping of a multifanily residential prqject kno.vn as Gilbert Lindsay Apc1.rtments (the "Prqject") located within the City of Los Angeles.

The Bonds are being issued pursuant to a Resolution adopted b,t the Council of the Issuer on January 24, 2017 and concurred with b,t the Mayor of the Issuer (the "Resolution") and the Trust Indenture dated as of July 1, 2017 (the "Indenture") between the Issuer and U.S. Bank National Association, as trustee (the "Trustee").

In connection with the issuance of the Bond, we have examined (1) a certified copy of the Resolution, (2) a certified COP{ of Section 248 of the City Charter of the Issuer and Article 6.3 of Chapter 1 of Division 11 of the Los Angeles Adninistrative Code (the" Law'') and Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act"), (3) an executed counterpc1.rt of the Indenture, (4) the form of Bond, (5) an executed counterpc1.rt of the Regulatory Agreement and Declaration of Restrictive Cwenants dated as of July 1, 2017 among the Issuer, Trustee and Borro.ver (the" Regulatory Agreement") imposing certain operating restrictions on the Prqject, (6) an

executed counterpm of the Loan Agreerrent dated as of July 1, 2017 between the Issuer and Borrcwer (the "Loan Agreerrent'') setting forth the conditions pursuant to which the Issuer will fund the Loan, (7) the applicable provisions of the Constitution, laws and rules and regulations of the State of California and of the United States of Arrerica, (8) the transcript of proceedings relating to the issuance and sale of the Bands and the opi ni ons, certifications and staterrents of facts and expectations contai ned in such transcript and (9) such other docurrents and rraterials as we have deerred relevant to the opinion expressed herein.

From an exanination of the foregoing, we are of the opinion that:

(a) The Issuer is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California and has the po.ver and authority, under the Constitution and laws of the State of California, including the Law and the Act, to carry out and consumnate al I transactions conternpl ated b,t the I ndenture and to pl edge the revenues and other amounts out of which the Bonds are payable.

(b) The Bonds have been validly authcrized and issued in accordance with the laws of the State of California no.v in force and constitute the valid, legal and binding limited obligations of the Issuer payable solely from revenues and amounts pledged underthe Indenture.

( c) The Indenture has been duly authorized, executed and delivered b,t the Issuer and, ass uni ng due authorization, execution and del ivery b,t the Trustee, represents the val id, I egal and binding agreerrent of the Issuer enforceable in accordance with its terms.

(cl) Under existing laws, regulations, rulings and judicial decisions, the interest on the Bonds is excludable from gross income for federal income tax purposes, except (with respect to the herei nafter defined " substantial user") duri ng any period when such Bond is held b,t a "substantial user" of the facilities financed b,t the Bonds or a "related person" within the rreaning of Section 147(a) of the Internal Revenue Code of 1986 (the "Code''). In rendering the opinion in this paragraph (cl), we have assurred continuing compliance b,t the parties thereto with respect to certain cwenants i n the Loan A greerrent, the Regulatory A greerrent, the Tax Certificate as to Arbitrage and the Prwisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986 and the Indenture concerning the continuing excludability of interest on the Bonds frorn gross income for federal i ncorre tax purposes.

( e) I nterest on the Bands is not a specific preference i tern or incl uded i n aqj usted current earnings for purposes of the federal alternative rninirnurntax.

(f) Interest on the Bonds is exempt from State of California taxation, excepting i nheri tance and gift taxes.

(g) the Bonds constitute exempted securities within the rreaning of the Securities Act of 1933, as amended, and the Indenture is exempt frorn application of the Trust Indenture Act of 1939, as arrended, and it is not necessary, in connection with the public offering and sale of the Bonds, to register any securities under said Securities Act or to qualify any indenture under said Trust I ndenture A ct.

The accrual or receipt of interest on the Bonds rray otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient's particular status or other i terns of income or deduction. We express no opi ni on regardi ng such

B-2

conseqJences. The purchasers of the Bonds should consult their tax adJisors as to the consequences of purchasing, holding or sel I i ng the B ands.

The obligations of the parties, and the enforceability thereof, with respect to the documents described abcwe are sul::iject to the prwisions of the bankruptcy laws of the United States of America and other applicabie bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, no.v or hereafter in effect. Certain of the obligations, and the enforcement thereof, contained in the documents described abcwe are also sul::iject to general principles of equity, which may Ii nit the specific enforcement of certain remedies but which do not affect the validity of such documents.

The opinions expressed herein are based upon existing legislation and regulations as interpreted 0y relevantjudicial and regulatory authorities as of the date of the initial draw of the Bonds. We express no opinion as of any date subsequent hereto or with respect to any pending legislation, regulatory initiatives or litigation.

Certain requirements and procedures contained or referred to in the Indenture, the Loan Agreement, the Regulatory Agreement and other relevant documents may be changed, and certai n acti ans may be taken or onitted under the circumstances and sul::iject to the terms and conditions set forth in such documents, upon the adJice or with the approving opinion of nationally recognized bond counsel. No opi ni on is expressed as to the Bands or the i nterest thereon if any such change occurs or action is taken or oni tted upon the adJi ce or apprwal of counsel other than ourselves.

This opinion is delivered solely to the addressees hereof. No other party may rely upon this opinion without our express written consent.

We express no opinion as to title to, or the sufficiency of the description of, the Prqject (as defined i n the I ndenture) or any other document or i nstrument or the priority of any Ii ens, charges or encumbrances on the Prqj ect.

Very truly yours,

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APPENDIX C

SUMMARY OF CERT Al N PROVISIONS OF THE INDENTURE

The follDMng, in addition to the inforrration pro.!ided under "THE BONDS", surnrrari:ies certain provisions of the Indenture, towiich reference is rrade for the detailed prwisions thereof.

Creation of Trust

To secure the payrrent of Bond Debt Service Charges on the Bonds, the Issuer will assign to the Trustee its right, title and interest in (i) the Issuer Revenues, including, without limitation, all Loan Payrrents and other amounts receivable b,t or on behalf of the Issuer underthe Loan Agreerrent in respect of repayrrent of the Loan, (ii) the Special Funds, i ncl udi ng al I accounts i n those funds and al I moneys deposited therein and the investrrent earnings on such moneys, (iii) all right, title and interest of the Issuer in the proceeds derived from the sale of the Bonds, and any securities in which moneys in the Special Funds are invested, and ( except for moneys in the Rebate Fund and otherwise required to be rebated to the United States of Arrerica under the Code) the proceeds derived therefrom, and any and all other real or personal property of every name and nature from ti rre to ti rre after the date of the I ndenture b,t delivery or b,t writing of any kind pledged, assigned or transferred, as and for additional security under the Indenture b,t the Issuer or b,t anyone on its behalf, or with its written consent, to the Trustee, which is authorized b,t the Indenture to receive any and al I such property at any and al I ti rres and to hold and apply the sarre sul::iject to the terms of the Indenture, (iv) the Loan Agreerrent, except for the Unassigned Issuer's Rights, and (v) the Note.

Mutilated, Lost, Wrongfully Taken or DestrO{ed Bonds

If any Bond is mutilated, lost, wrongfully taken or destrO{ed, in the absence ofwrinen notice to the I ssuer or the Registrar that a I ost, wrongful ly taken or destrO{ed Bond has been acqui red b,t a bona fide purchaser, the Issuer shall execute, and the Registrar shall authenticate and deliver, a new Bond of like date, rraturity, series and denomination as the Bond mutilated, lost, wrongfully taken or destrO{ed; prwided, that (a) in the case of any mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar, and ( b) in the case of any I ost, wrongful ly taken or destrO{ed B ond, there first shal I be furnished to the Registrar evidence of the loss, wrongful taking or destruction satisfactory to the Registrar, together with indemnity satisfactory to the Registrar for the Trustee, the Registrar and the Issuer.

I f any I ost, wrongful ly taken or destrO{ed B ond shal I have rratured, i nstead of i ssui ng a new Bond, the Trustee rray pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and indemnity as the Registrar may require, as in the case of issuance of a new Bond. The Issuer, the Registrar and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken or destrO{ed Bond their reasonable fees and expenses in connection with their actions pursuant to the prwisions described underthis caption.

Every new Bond issued pursuant to the prwi si ons described under this caption b,t reason of any Bond being mutilated, lost, wrongfully taken or destrO{ed (i) shall constitute, to the extent of the outstanding principal amount of the Bond lost, mutilated, taken or destrO{ed, an additional contractual obligation of the Issuer, regardless of whether the mutilated, lost, wrongfully taken or destrO{ed Bond shal I be enforceable at any tirre b,t anyone and (ii) shal I be entitled to all of the benefits of the Indenture equally and proportionately with any and al I other Bands issued and outstanding thereunder.

All Bonds shall be held and o.vned on the express condition that the foregoing prwisions described under this caption are exclusive with respect to the replacerrent or payrrent of rrutilated, lost, wrongfully taken or destrO{ed Bands and, to the extent permitted b,t I aw, shal I preclude any and al I other rights and rerredi es with respect to the repl acerrent or payrrent of negotiable i nstrurrents or other investrrent securities without their surrender, notwithstanding any law or statute to the contrary existing as of or enacted after the date of the Indenture.

Creation of Funds; Allocation of Bond Proceeds

The follo.ving funds and accounts are created in the Indenture. Each fund is to be maintained in the custody of the Trustee as a separate account. The funds and accounts are:

( 1) therein;

(2)

(3)

(4)

( 5)

the Bond Fund designated "Bond Fund," and the "Initial Deposit Account''

the Prqject Fund designated "Prqject Fund';

the Col I ateral Fund designated " Col I ateral Fund' ;

the Costs of I ssuance Fund designated " Costs of I ssuance Fund' ; and

the Rebate Fund designated" Rebate Fund."

The proceeds of the sale of the Bonds (including without limitation, premium, if any, and interest accrued thereon), shal I be deposited b,t the Trustee on the Closing Date to the Prqject Fund.

On the Closing Date, the Trustee shall deposit $4,000 received b,t or on behalf of the Borro.ver, from money other than the proceeds of the Bonds, in the Costs of Issuance Fund. In addition, the Trustee shall cause the Initial Deposit to be deposited b,t the prwider thereof to the Initial Deposit Account of the Bond Fund.

Appl i cation of L oan Payments

So I ong as there are any Outstanding Bands, any payrrents made b,t the B orro.ver pursuantto the Note and the Loan Agreerrent shall be paid on each Loan Payrrent Date directly to the Trustee and deposited into the Bond Fund to be used to pay the interest and principal (if any) on the Bonds on the next succeeding Interest Payrrent Date; prwided that so long as there are amounts available therefor, for purposes of paying interest on the Loan and Bonds when due the Trustee shall withdraw from the Initial Deposit Account in the amount of interest due on the Bands on each Interest Payrrent Date and transfer the sarre to the Band Fund to pay interest due on the Bands on each Interest Payrrent Date; and prwi ded further that so long as there are amounts available therefor, for purposes of making principal payrrents on the Loan and Bands when due the Trustee shal I withdraw from the Col lateral Fund and transfer the sarre to the Bond Fund to pay the principal of the Bonds on the date set for redemption of the Bonds or payrrent of the Bonds on the Maturity Date.

Disbursements from the Prqject Fund

( a) R equi si ti ans. S ul::ij ect to the prwi si ans of the I ndenture descri bed in this paragraph and paragraph (b) belo.v, the Trustee shall make disburserrents from the Prqject Fund to pay Prqject Costs only upon the receipt of a written request of the Borro.ver signed b,t an Authorized Borro.ver Representative and apprwed b,t the Issuer, which request shal I be in the form attached to the Loan

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Agreerrent, a "Disburserrent Request." To the extent that such Requisition requests amounts corresponding to an ad.lance of FHA Lender Funds, the Trustee shall also receive a written request from the Lender for the disburserrent of amounts on deposit in the Prqject Fund accomi:anied b,t a cop,t of the executed FHA Fcrm 92403 and FHA Lender Funds in the amount requested. The Issuer agrees that if the Issuer has not ol::ijected in writing to any disburserrent from the Prqject Fund within five Business Days of receipt b,t the Issuer with a cop,t to the Trustee of a request for apprwal of such disburserrent, the Issuer shall be deemed to have apprwed such disburserrent. Furthermore, if the Issuer and the FHA Lender disagree as to whether a plrticular disburserrent from the Prqject Fund shall be approved or disapproved, they shall meet and confer in good faith, upon the request of either of them in an effort to resolve the matter, which rreeting may be b,t telephonic or electronic rreans, or may be at a personal rreeting. If they fail to agree upon the apprwal or disapprwal of such a disburserrent follo.ving such good faith efforts, and the Trustee is prwidedwrinen notice from the FHA Lender of such failure to agree, the FHA Lender can apprwe the disburserrent and the Trustee shall l'.0-Y it from the Prqject Fund. With respect to transfers as may be necessary from the Prqject Fund to the Bond Fund to ewer deficiencies, no Di sburserrent Request is needed and the Trustee shal I transfer such funds autornati cal ly.

(b) Prqject Fund. When the Trustee receives a Disburserrent Request in accordance with the prwisions described in the preceding i:aragraph and the Loan Agreerrent, sul::iject to the fdlo.ving paragraph, the Trustee shall confirm that Available Moneys equal to or greater than the sum of (a) the amount set forth in the Disburserrent Request and (b) all prior disburserrents made from the Prqject Fund, are on deposit in the Collateral Fund. Upon confirmation of the items above, the Trustee shall, follo.ving satisfaction of the requirerrents of paragraph (a) above, thereafter disburse the funds from the Prqject Fund to l'.0-Y Prqject Costs in the amount pursuant to the Disburserrent Request directly to the FHA Lender or at the di recti on of the FHA Lender as provided in the Loan A greerrent to the extent the corresponding deposit of Available Moneys to the Collateral Fund was made b,t or at the direction of the FHA Lender (as confirrred in the Disburserrent Request), which funds shall be used b,t the FHA Lender to fund the corresponding ad.lance pursuant to the FHA Insured Mortgage Loan. Any investrrent earnings on the Prqject Fund shall be credited to the Bond Fund. Neither the Trustee nor the Issuer shall be responsi bl e for the application b,t the B orro.ver of moneys disbursed to the B orro.ver or its desi gnees (if any money is disbursed thereto) i n accordance with the prwi si ons described under this caption. U pon receipt of such deposit from the Lender, the Trustee shall be unconditionally and irrevocably obligated to disburse an equal amount from the Prqject Fund in accordance with the Requisition.

There shall be deposited from tirre to tirre in the Collateral Fund Available Moneys in such amounts and at such tirres as may be necessary to allo.v the Trustee to disburse funds from the Prqject Fund, pursuant to the prwisions described under this caption, upon the Trustee's receipt of a Disburserrent Request from the Borro.ver to l'.0-Y Prqject Costs. Upon the deposit of FHA Lender Funds into the Collateral Fund, the Trustee shall be irrevocably comnined to disburse to or at the direction of the FHA Lender an equal amount from the Prqject Fund.

(c) Records. The Trustee shall cause to be kept and maintained adequate records pertaining to the Prqject Fund and all disburserrents therefrom as provided in the Indenture. If requested b,t the Issuer or the Borro.ver, or the Investor Linited Partner, afterthe filing b,t the Borro.ver of the Completion Certificate with the Trustee as prwided in the Indenture, the Trustee shall file copies of the records pertaining to the Prqject Fund and disburserrents therefrom with the Issuer and the Borro.ver and the Investor Li nited Partner.

The proceeds of the Bonds shall be used exclusively to l'.0-Y costs that (i) are (A) capital expenditures (as defined in Section 1.150-l(a) of the Code's regulations) and (B) not made for the acquisition of existing property, to the extent prohibited in Section 147(d) of the Code, and (ii) are made exclusively with respect to a "qualified residential rental prqject'' within the rreaning of Section 142(d) of

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the Code and that for the greatest nurrber of bui I dings the proceeds of the Bands shal I be deemed allocated on a pro rata basis to the building in the Prqject and the land on which it is located so that the building and the land on which it is located will have been financed fifty percent (5036) or more b,t the proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code; prwided, ho.vever, the foregoing representation, cwenant and warranty is rrade for the benefit of the Borro.ver and its partners and neither the Trustee nor the Issuer shall have any obligation to enforce this cwenant nor shall they incur any liability to any person, including without limitation, the Borro.ver, the partners of the B orro.ver, any other affi Ii ate of the B orro.ver or the holders of the Bands for any fai I ure to meet the i ntent expressed in the foregoing representation, cwenant and warranty; and prwi ded further, fai I ure to comply with this representation, cwenant and warranty shall not constitute a default or Event of Default underthe Indenture.

Upon the occurrence and continuance of an Event of Default under the Indenture because of which the principal amount of the Bonds has been declared to be due and immediately payable as described under the caption "Acceleration" belo.v, any moneys remaining in the Prqject Fund shall be promptly transferred b,t the Trustee to the Bond Fund.

Bond Fund

There shall be deposited in the Bond Fund (1) the amounts set forth under the caption "Creation of Funds; Allocation of Bond Proceeds" abOJe, (2) interest earnings on the Prqject Fund and the Collateral Fund, (3) amounts set forth under this caption and (4) amounts transferred pursuant to the prwi sions described in paragraph ( a) under "Disbursements from the Prqj ect Fund' abOJe.

The Initial Deposit Account and Eligible Investments therein shall be used solely and exclusively for the payment of Bond Debt Service Charges as they become due and at stated rraturity, or upon redemption or acceleration, al I as provided in the I ndenture and i n the Loan Agreement.

The Trustee shall transnit to the Paying Agent, from moneys on deposit in the accounts of the Bond Fund, amounts sufficient to make timely payments of Bond Debt Service Charges on the Bonds. To the extentthat the amount needed b,t the Paying Agent is not sufficiently predictable, the Trustee rray rrake any credit arrangements with the Paying Agent which wil I permit those payments to be made. The Issuer authorizes and directs the Trustee to cause withdrawal of moneys from the Bond Fund which are available for the purpose of paying, and are sufficientto pay, Bond Debt Service Charges on the Bonds as they become due and payable, for the purposes of paying or transferring moneys to the Paying Agent which are necessary to pay such Bond Debt Service Charges. Amounts credited to or on deposit in the Initial Deposit Account shall be transferred to the Bond Fund on each Loan Payment Date in order to prwi de for the payment of Bond Debt Service Charges on the Bands on the next succeeding Bond Payment Date.

In the eventthat amounts on deposit in the Bond Fund on any Loan Payment Date are insufficient to rrake the payment of Bond Debt Service Charges due on the Bonds on the next succeeding Bond Payment Date, the Trustee shall transfer funds in the follo.ving order to the Bond Fund and use such funds, together with amounts then on deposit in the Bond Fund, to pay the Bond Debt Service Charges due on the Bands on the next succeeding Bond Payment Date:

(1) first, from amounts on deposit in the Initial Deposit Account of the Bond Fund;

(2) second, from amounts on deposit in the Collateral Fund; and

(3) third, from amounts on deposit in the Prqject Fund.

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Investment of Special Funds

On the Closing Date, moneys on deposit in the Prqject Fund shall be held b,t the Trustee uni nvested unti I, sul::ij ect to the prwi si ons of the fol Io.vi ng paragraph, disbursed to the B orro.ver on the Closing Date in accordance with an approved Disbursement Request.

Any amounts deposited in the Special Funds (including amounts, if any, remaining on deposit in the Prqject Fund afterthe Closing Date) shall be invested at all times in Eligible Investments except for de nininis periods of time necessary to effectuate disbursement of funds (which shall not exceed 5 Business Days) pursuant to an interest payment, disbursement from the Prqject Fund or redemption of the Bonds, unless a confirmation from the Rating Agency (a "Rating Confirmation") is obtained b,t the Borro.ver stating, in effect, that the amounts on deposit in the Special Funds may continue to be held uninvested.

The Trustee is directed to purchase or subscribe for Government Obligations maturing on or immediately prior to January 1, 2018 andJ uly 1, 2018 with respect to a portion of the amounts on deposit i n the I ni ti al Deposit Account of the B ond Fund equal to i nterest due on the Bands on such dates and Government Obligations maturing on or immediately prior toJ anuary 1, 2019 with respect to amounts on deposit in the Collateral Fund and the balance of amounts on deposit in the Initial Deposit Account of the Bond Fund. Upon receipt from time to time of subsequent deposits of FHA Lender Funds for deposit to the Collateral Fund, the Trustee shall invest such amounts in Gwernment Obligations maturing on or immediately prior toJ anuary 1, 2019. For the time period between the Closing Date and the first date on which the Gwernment Obligations may be purchased, the Trustee shall hold such amounts in an Eligible I nvestment specified i n subsection ( b) of the defi ni ti on thereof.

Upon maturity of the Gwernment Obligations maturing on or immediately prior to January 1, 2019, the Trustee shall invest such amounts in money market funds specified in subsection (b) of the defi ni ti on of EI i gi bl e I nvestments.

Any investment under the Indenture shall not bear a yield which is in excess of the yield on the Bonds. The Trustee may not sell any investment at a loss.

As long as no Event of Default (as defined under the caption "Defaults; Events of Default'' bel o.v) shal I have occurred and be conti nui ng, the B orro.ver shal I have the right to designate the investments to be sold and to otherwise direct the Trustee in the sale or purchase of the investments or the conversion to cash of the investments made with the moneys in the Collateral Fund prwided that the Trustee shall be entitled to conclusively assume the albsence of any such Event of Default unless it has notice thereof. If there has been an Event of Default, the Trustee shall have said right to select investments, which shall be those Eligible Investments described in subsection (b) of the definition thereof. In the albsence of such directions from the Borro.ver, the Trustee shall invest the proceeds of maturing investments in the Collateral Fund in Eligible Investments having a maturity date not longer than the earlier of thirty (30) days from the date of purchase or the Maturity Date, as applicable; prwided that, if applicable, the Trustee shall invest only in United States Treasury Obligations - State and Local Government Series ("SLGS") that are 'Time Deposit' SLGS (and not in' Demand Deposit' SLGS).

The investments described in each of the abOJe paragraphs shall be made b,t the Trustee pursuant to the direction provided in the Indenture and in accordance with the written direction of the Borro.ver to be prwided on the Closing Date, which shall remain in effect unless and until further written direction is prwi ded b,t the B orro.ver.

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Arrounts, if any, on deposit in the Costs of Issuance Fund shall be invested at the direction of the B orrcwer i n EI i gi bl e I nvestments unti I disbursed or returned to the B orrcwer as described under the caption "Costs of Issuance Fund' belo.v.

Repayment to the Borro.ver frorn the Bond Fund

Except as described under the caption" Rebate Fund' belo.v, any arrounts rerraining in the Bond Fund (i) after all of the Bonds shall be deemed paid and discharged under the prwisions of the Indenture, and (ii) after pc1yment of all fees, charges and expenses of the Trustee, the Registrar, the Paying Agents and the Issuer, and of al I other arrounts required to be pc1id under the Indenture, the Loan Agreement, the Regulatory Agreement and the Note, shall be plid to the Borro.ver to the extent that those arrounts are in excess of those necessary to effect the pc1yment and discharge of the outstandi ng Bands.

Rebate Fund

Any prwision of the Indenture to the contrary notwithstanding, arrounts credited to the Rebate Fund shall be free and clear of any lien underthe Indenture.

The Trustee shall furnish to the Borro.ver all inforrration reasonably requested b,t the Borro.ver with respect to the Bands and investments of the funds and accounts rrai ntai ned b,t the Trustee under the Indenture. The Trustee shall rnake deposits to and disbursements frorn the Rebate Fund (including rebate payments to the United States required to be rrade b,t the Tax Agreement), as well as investments of the arrounts therein, in accordance with written direction of the Borro.ver, pursuant to the final report of the Arbitrage Consultant. The Trustee shall have no obligation to pay any arrounts required to be rebated pursuant to the provi si ans descri bed under this caption and the Tax Agreement, other than frorn rnoneys held in the Funds created under the Indenture or frorn other rnoneys provided to it b,t the Borro.ver. Any rnoneys rerraining in the Rebate Fund after redemption and pc1yment of the Bonds and pc1yment and satisfaction of any rebatable arbitrage shall be withdrawn and renined to the Borro.ver. Anything in the I ndenture to the contrary notwi thstandi ng, the prwi si ons of the Tax Agreement rray be superseded or amended b,t an amendment or supplement to the Tax Agreement effected i n accordance with the terrns thereof. The Issuer will comply with all prwisions of the Tax Agreement, which prwisions are i ncorporated in the I ndenture b,t reference.

The Trustee shall unconditionally be entitled to accept and rely upon the recommendations, ad.lice, calculations and opinions of the Arbitrage Consultant as to actions required or not required to be taken b,t the Trustee to comply with the prwisions of Section 148(f) of the Code. The Trustee agrees to act in accordance with the recornmendations, ad.lice and opinions of the Arbitrage Consultant for the purpose of complying with any applicable prwision of Section 148(f) of the Code. Notwithstanding any other prwision of the Indenture, the obligation to l'.0-Y rebatable arbitrage to the United States of America and to cornply with all other requirements under this caption and the Tax Agreement shall survive the defeasance or pc1yment i n ful I of the B ands.

Costs of Issuance Fund

The Trustee shall use rnoney on deposit to the credit of the Costs of Issuance Fund to l'.0-Y the costs of issuance on the Closing Date as provided in the Indenture. Investment earnings on amounts on deposit in the Costs of Issuance Fund shall be retained in such fund. Arrounts rerraining on deposit in the Costs of Issuance Fund sixty (60) days after the Closing Date shall be rernined b,t the Trustee to the B orro.ver. U pan such final disbursement, the Trustee shal I close the Costs of I ssuance Fund.

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Defaults; Events of Default

The occurrence of any of the follo.ving events is defined as and declared to be and to constitute an Event of Default underthe Indenture:

( a) Payrrent of any interest on any Bond shal I not be rrade when and as that interest shal I becorre due and payable;

(b) pri nci pc1.I shal I otherwise;

Payrrent of the pri nci pl! of any Bond shal I not be rrade when and as that becorre due and payable, whether at stated rraturi ty, upon acceleration or

( c) F ai I ure 0y the Issuer to olbserve or perform any other cwenant, agreerrent or obi i gati on on its pc1.rt to be observed or perforrred contai ned i n the I ndenture or i n the B ands, which fai I ure shal I have continued for a period of 30 days after written notice, 0y registered or certified mail, to the Issuer, the Borro.ver, and the Investor Limited Partner specifying the failure and requiring that it be remedied, which notice rray be given 0y the Trustee in its discretion and shall be given 0y the Trustee at the written request of the Holders of not less than 25% in aggregate pri nci pc1.I amount of Bands then outstanding; prwi ded, that if the fai I ure is other than the pc1.yrrent of money and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the Issuer, the Borro.ver or the Investor Linited Partner institutes curative action within the applicable period and diligently pursues that action to completion, which must be resolved within one hundred eighty ( 180) days after the aforerrenti oned notice; and

(cl) The occurrence and continuance of an Event of Default as defined in "APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENT -Events of Default''.

The term "default" or "failure" rreans (i) a default or failure 0y the Issuer in the olbservance or perforrrance of any of the covenants, agreerrents or obi i gati ons on its part to be olbserved or performed contained in the Indenture or in the Bonds, or (ii) a default or failure 0y the Borro.ver under the Loan Agreerrent, exclusive of any period of grace or notice required to constitute an Event of Default, as provided abOJe or in the Loan A greerrent.

A ccel er at ion

Upon the occurrence of an Event of Default described in (a) and (b) under the caption "Defaults; Events of Default" abOJe, the Trustee may declare, and upon the written request of the Holders of not less than 25% in aggregate principll amount of Bonds then outstanding the Trustee shall declare, 0y a notice in writing delivered to the Issuer and the Borro.ver, the principc1.I of all Bonds then outstanding (if not then due and pc1.yabl e), and the i nterest accrued thereon, to be due and pc1.yabl e i mrredi ately. U pon the occurrence of any Event of Default other than those described in (a) and (b) under the caption "Defaults; Events of Default'' albOJe, the Trustee, with the written consent of all Holders of Bonds then outstanding, rray declare 0y a notice in writing delivered to the Issuer and the Borro.ver, the principc1.I of all Bonds then outstanding (if not then due and pc1.yabl e), and the i nterest accrued thereon, to be due and pc1.yabl e i mrredi ately. U pon such declaration, the pri nci pc1.I and interest on the Bands shal I becorre and be due and pc1.yable imrrediately. Interest on the Bonds shall accrue to the date deternined 0y the Trustee for the tender of pc1.yrrent to the Holders pursuant to that declaration; prwided, that interest on any unpc1.id pri nci pc1.I of Bands outstanding shal I conti nue to accrue from the date deterni ned 0y the Trustee for the tender of pc1.yrrent to the Holders of those Bands.

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The prwisions of the preceding paragraph are sul::iject, ho.vever, to the condition that if, at any ti rre after declaration of acceleration and prior to the entry of aj udgrrent in a court for enforcerrent under the I ndenture ( after an opportunity for hearing 0y the Issuer and the B orro.ver) ,

( a) al I sums pc1yabl e under the I ndenture ( except the pri nci pl! of and i nterest on Bonds which have not reached their stated rraturity dates but which are due and i:avable solely 0y reason of that declaration of acceleration), pl us i nterest to the extent perni tted 0y I aw on any werdue i nstal I rrents of interest at the rate borne 0y the Bands in respect of which the default shall have occurred, shall have been duly paid or prwision shall have been duly rrade therefor 0y deposit with the Trustee or Paying A gents, and

(b) all existing Events of Default shall have been cured, then and in every case, the Trustee shall waive the Event of Default and its consequences and shall rescind and annul that declaration. No waiver or rescission and annulrrent shall extend to or affect any subsequent Event of Default or shall impair any rights consequentthereon.

Other Remedies; Rights of Holders

With or without taking action as described under the caption "Acceleration" abOJe, upon the occurrence and continuance of an Event of Default, the Trustee rray pursue any available rerredy, including without linitation actions at law or equity to enforce the pc1yrrent of Bond Debt Service Charges or the observance and perforrrance of any other cwenant, agreerrent or obligation under the I ndenture, the Loan A greerrent, the Regulatory A greerrent or the Note or any other i nstrurrent providing security, directly or indirectly, forthe Bonds.

If, upon the occurrence and continuance of an Event of Default, the Trustee is requested so to do 0y the Holders of at least 25% in aggregate princii:al amount of Bonds outstanding, the Trustee shall exercise any rights and po.vers conferred upon it 0y the prwisions described under this caption and "A ccel erati on" albOJe.

No rerredy conferred upon or reserved to the Trustee ( or to the Holders) 0y the I ndenture is intended to be exclusive of any other rerredy. Each remedy shall be cumulative and shall be in addition to every other rerredy given under the Indenture or otherwise to the Trustee or to the Holders existing as of or after the date of the I ndenture.

No delay in exerci si ng or omission to exercise any rerredy, right or po.ver accrui ng upon any default or Event of Default shall impairthat remedy, right or po.ver or shall be construed to be a waiver of any default or Event of Default or acquiescence therein. Every remedy, right and po.ver rray be exercised from ti rre to ti rre and as often as rray be deerred to be expedient.

No waiver of any default or Event of Default under the Indenture, whether 0y the Trustee or 0y the Holders, shall extend to or shall affect any subsequent default or Event of Default or shall imi:air any rerredy, right or po.ver consequent thereon.

As the assignee of all right, title and interest of the Issuer in and to the Loan Agreerrent (except for the U nassi gned Issuer's Rights) , the Trustee is empo.vered to enforce each rerredy, right and po.ver granted to the Issuer underthe Loan Agreerrent. In exercising any remedy, right or po.ver thereunder or under the Indenture, the Trustee shall take such action as rray be directed 0y the requisite percentage of the Holders of the Bonds then outstanding, applying the standards described in the Indenture.

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Right of Holders to Direct Proceedings

Anything to the contrary in the Indenture notwithstanding, the Holders of a majority in aggregate pri nci pal arrount of B ands then outstanding shal I have the right at any ti me to di rect, b,t an i nstrument or document i n writing executed and del ivered to the Trustee, the method and pl ace of conducti ng al I proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture or any other proceedings under the I ndenture; prwi ded, that ( i) any direction shal I not be other than i n accordance with the prwisions of law and the Indenture, and (ii) the Trustee shall be indemnified as prwi ded i n the I ndenture.

Rights and Remedies of Holders

A Holder shall not have any right to institute any suit, action or proceeding for the enforcement of the Indenture or for the execution of any trust under the Indenture or any remedy under the Indenture, unless:

(a) there has occurred and is continuing an Event of Default of which the Trustee has been notified or of which it is deemed to have notice under the I ndenture;

(b) the Holders of at least 25% in aggregate principli amount of Bonds then outstandi ng shal I have made written request to the Trustee and shal I have afforded the Trustee reasonable opportunity to proceed to exercise the remedies, rights and po.vers prwi ded in the Indenture or to institute the suit, action or proceeding in its o.vn name, and shall have offered indemnity to the Trustee as prwided for in the Indenture; and

( c) the Trustee thereafter shal I have fai I ed or refused to exercise the remedies, rights and po.vers granted under the Indenture or to institute the suit, action or proceeding in its o.vn name.

At the option of the Trustee, that notification (or notice), request, opportunity and offer of indemnity are conditions precedent in every case, to the institution of any suit, action or proceeding descri bed abOJe.

No one or more Holders of the Bands shal I have any right to affect, disturb or pr~ udi ce i n any manner whatsoever the security or benefit of the Indenture b,t its or their action, or to enforce, except in the manner prwi ded i n the I ndenture, any remedy, right or po.ver under the I ndenture. Any suit, action or proceedings shall be instituted, had and maintained in the manner prwided in the Indenture for the benefit of the Holders of all Bonds then outstanding. Nothing in the Indenture shall affect or irrpair, ho.vever, the right of any Holder to enforce the payment of the Bond Debt Service Charges on any Bond o.vned b,t that Holder at and afterthe maturity thereof, at the place, from the sources and in the manner expressed in that Bond.

Waivers of Events of Default

The Trustee shall waive any Event of Default under the Indenture upon the conditions stated therein and its consequences and may rescind and annul any declaration of maturity of principal of or interest on, the Bands upon the written request of the Holders of ( i) at I east a majority i n aggregate principal arrount of all Bonds then outstanding in respect of which an Event of Default in the payment of Bond Debt Service Charges exists or (ii) at least 25% in aggregate principli amount of all Bonds then outstanding, in the case of any other Event of Default. There shal I not be so waived, ho.vever, any Event of Default described in clause (a) or (b) under the heading "Defaults; Events of Default'' abOJe or any

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declaration of acceleration in connection there.vi th rescinded or annulled, unless at the time of that waiver or rescission and annulment pc1yments of the arrounts provided under the caption "Acceleration" abcwe for waiver and rescission and annulment in connection with acceleration of rraturity have been rrade or prwision has been rrade therefor. In the case of the waiver or rescission and annulment, or in case any suit, action or proceedings taken b,t the Trustee on account of any Event of Default shall have been discontinued, abandoned or deternined adversely to it, the Issuer, the Trustee and the Holders shall be restored to their former positions and rights under the Indenture, respectively. No waiver or rescission shall extend to any subsequent or other Event of Default or impc1ir any right consequent thereon.

Supplemental Indentures Not Requiring Consent of Holders

The Issuer and the Trustee rray enter into indentures supplemental to the Indenture, as provided in this Article and pursuant to the other prwisions therefor in the Indenture. Trustee shall deliver copies of all Supplemental Indentures to Borrcwer and Investor Limited Partner.

W i th out the consent of, or notice to, any of the Holders, the Issuer and the Trustee rray enter i nto indentures supplemental to the Indenture fcr any one or more of the follo.ving purposes: (a) to cure any arrbiguity, inconsistency or forrral defect or onission in the Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, po.vers or authority that lawfully rray be granted to or conferred upon the Holders or the Trustee; (c) to assign additional revenues under the Indenture; (cl) to accept additional security and instruments and documents of further assurance with respect to the Prqject; (e) to add to the cwenants, agreements and obligations of the Issuer under the Indenture, other cwenants, agreements and obligations to be observed for the protection of the Holders, or to surrender or limit any right, po.ver or authority reserved to or conferred upon the Issuer in the Indenture; (f) to evidence any succession to the Issuer and the assumption b,t its successor of the cwenants, agreements and obi i gati ans of the I ssuer under the I ndenture, the Loan Agreement and the Bonds; (g) to permit the Trustee to comply with any obligations imposed upon it b,t law; (h) to specify further the duties and responsibilities of, and to define further the relationship among, the Trustee, the Registrar and any Authenticating Agents or Paying Agents; (i) to achieve compliance of the Indenture with any applicable federal securities or tax I aw; U) to make amendments to the prwi si ans of the Indenture relating to arbitrage rraners under Section 148 of the Code, if, in the Opinion of Bond Counsel, those amendments would not cause the i nterest on the Bands outstandi ng to be incl uded i n gross i ncorne of the Holders thereof for federal income tax purposes which amendments rray, among other things, change the responsibility for rraking the relevant calculations, prwided that in no event shall such amendment delegate to the Trustee without its consent, in its sole discretion the obligation to rrake or perform the calculations required under Section 148 of the Code; and (k) to permit any other amendment which, in the judgment of the Trustee (which may be based on an Opinion of Bond Counsel or counsel pursuant to certain prwisions of the Indenture), is not rraterial ly adJerse to the Trustee orthe Holders.

The provisions of clauses (h) and U) shall not be deemed to constitute a waiver b,t the Trustee, the Registrar, the Issuer or any Holder of any right which it rray have in the albsence of those prwisions to contest the application of any change i n I aw to the I ndenture or the Bands.

Release of Indenture

If ( i) the Issuer shal I l'.0-Y al I of the Outstanding Bands, or shal I cause them to be pc1i d and discharged, or if there otherwise shal I be paid to the Holders of the Outstandi ng Bands, al I Band Debt Service Charges due or to become due thereon, and (ii) prwision also shall be rrade for the pc1yment of all other sums pc1yable underthe Indenture, the Loan Agreement, the Regulatory Agreement and the Note, then the Indenture shall cease, deternine and become null and void (except for those certain provisions surviving pursuant to the Indenture in the eventthe Bands are deemed pc1id and discharged pursuantto the

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prwisions described under the caption "Payrrent and Discharge of Bonds" belo.v), and the cwenants, agreerrents and obi i gati ons of the I ssuer under the I ndenture shal I be rel eased, discharged and satisfied.

Thereupon, and sul::iject to certain provisions of the Indenture if applicable,

(a) the Trustee shall release the Indenture (except for those certain prw1s1ons surviving pursuant to the Indenture in the event the Bonds are deerred paid and discharged pursuant to the prwi si ons described under the caption "Payrrent and Discharge of Bands'' bel o.v), and shal I execute and del iver to the I ssuer any i nstrurrents or docurrents i n wri ti ng as shall be requisite to evidence that release and discharge or as reasonably rray be requested 0y the Issuer, and

(b) the Trustee and any other Paying Agents shall assign and delivertothe Issuer any property sul::ij ect at the ti rre to the I i en of the I ndenture which then rray be i n their possession, except amounts i n the B ond Fund requi red ( a) to be paid to the B orro.ver as descri bed under the caption " R epayrrent to the B orro.ver from the B ond Fund' above, or ( b) to be held 0y the Trustee and the Paying Agents as described under the caption "Rebate Fund' albove or otherwise for the payrrent of Bond Debt Service Charges.

Payment and Discharge of Bonds

A 11 or any part of the Bands shal I be deerred to have been paid and discharged wi thi n the meaning of the Indenture, including, without Ii mitati on, the prwi si ons described under the caption "Release of Indenture'' above, if (a) the Trustee as paying agent and the Paying Agents shall have received, in trust for and irrevocably comnitted for such payrrent, sufficient moneys, or (b) the Trustee shall have received, in trust for and irrevocably comnitted for such payrrent, noncallable direct obligations of or obligations guaranteed as to full and tirrely payrrent 0y the United States of Arrerica which are certified 0y an Independent public accounting firm or such other firm experienced with such certifications of nati anal reputation to be of such maturities or redemption dates and interest payrrent dates, and to bear such interest as wi 11 be sufficient together with any moneys to which reference us rrade in clause (a) underthis caption, without further investrrent or reinvestrrent of eitherthe principal amount thereof or the interest earnings therefrom (which earnings are to be held Ii ke.vi se in trust and so irrevocably comnitted, except as prwided in the Indenture), for the payrrent of all Bond Debt Service Charges on those Bands at thei r rraturi ty.

Any moneys held 0y the Trustee i n accordance with the provisions descri bed under this caption rray be invested 0y the Trustee only in noncallable direct obligations of or obligations guaranteed as to full and tirrely payrrent 0y the United States of Arrerica having rraturity dates, or having redemption dates which, at the option of the Holder of those obi i gati ons, shal I be not I ater than the date or dates at which moneys will be required for the purposes described albove. To the extent that any incorre or i nterest earned 0y, or i ncrerrent to, the i nvestrrents held in accordance with the prwi si ons descri bed under this caption is determined from tirre to tirre 0y the Trustee to be in excess of the amount required to be held 0y the Trustee for the purposes set forth above, that i ncorre, i nterest or i ncrerrent shal I be transferred at the tirre of that determination in the manner provided underthe caption" Repayrrent to the Borro.ver from the Bond Fund' above for transfers of amounts remaining in the Bond Fund.

If any Bonds shall be deerred paid and discharged pursuanttothe provisions described under this caption, then within 15 days after such Bonds are so deemed paid and discharged the Trustee shall cause a written notice to be given to each Holder as sho.vn on the Register on the date on which such Bonds are deerred paid and discharged. Such notice shall state the numbers of the Bonds deerred paid and

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discharged or state that al I Bands are deemed pc1i d and discharged and shal I set forth a description of the obi i gati ons held pursuant to clause ( b) abcwe.

Amendments Not Requiring Consent of Holders

Without the consent of or notice to the Holders, the Issuer, the Borrc:wer, and the Trustee may consent to any amendment, change or modification of the Loan Agreement, the Regulatory Agreement or the Note as may be required ( i) b,t the prwi si ons of the Loan Agreement, the Regulatory Agreement or the Indenture, (ii) for the purpose of curing any ambiguity, inconsistency or formal defect or omission in the Loan Agreement, the Regulatory Agreement or the Note, (iii) in connection with an amendment or to effect any purpose for which there could be an amendment of the Indenture pursuant to the provisions described under the caption "Supplemental Indentures Not Requiring Consent of Holders" abcwe, or (iv) in connection with any other change therein which is not materially acwerse to the Trustee orthe Holders of the Bands, i n the judgment of the Trustee.

Amendments Requiring Consent of Holders

Except for the amendments, changes or modifications conterrplated under the caption "Amendments Not Requiring Consent of Holders" abcwe, neither the Issuer nor the Trustee shall consent to any amendment, change or modification of the Loan Agreement or the Note which would change the amount or time as of which Loan Payments are required to be pc1id, without the giving of notice as provided underthi s caption of the proposed amendment, change or modification and receipt of the written consent thereto of the Holders of all of the then Outstanding Bonds affected b,t such amendment, change or modification, or any other amendment, change or modification of the Loan Agreement, the Regulatory Agreement or the Note without the giving of notice as prwided under this caption of the proposed amendment, change or modification and recei pt of the wri nen consent thereto of the Holders of not I ess than a majority i n aggregate pri nci pal amount of the B ands then Outstanding affected b,t such amendment, change or modification.

The consent of the Holders shall be obtained as prwided in the Indenture with respect to Supplemental I ndentures.

If the I ssuer or the Authorized B orro.ver Representative shal I request at any ti me the consent of the Trustee to any proposed amendment, change or modification of the Loan Agreement, the Regulatory Agreement or the Note as conterrpl ated under this caption, upon bei ng i ndernni fi ed b,t the B orro.ver sati sfactori ly with respect to expenses, the Trustee shal I cause notice of the proposed amendment, change or modification to be prwided in the manner which is required b,t the Indenture with respect to notice of Supplemental I ndentures. The notice shal I set forth briefly the nature of the proposed amendment, change or modification and shall state that copies of the instrument or document errbodying it are on file at the designated corporate trust office of the Trustee for inspection b,t al I Holders.

Extent of Covenants; No Personal Liability

No recourse under or upon any obligation, cwenant, warranty or agreement contained in the Indenture or in the Bands, or under any judgment obtained against the Issuer, or the enforcement of any assessment, or any legal or equitable proceedings b,t virtue of any constitution or statute or otherwise, or under any circumstances under or independent of the Indenture, shall be had against the Mayor, City Council or any of the members, officers, agents or errplO{ees of the Issuer, as such, past, present or future of the Issuer, either directly or through the Issuer or otherwise, for the pc1yment for or to the Issuer or any receiver of the Issuer, or for orto the o.vners of the Bands, or otherwise, of any sum that may be due and unpc1id b,t the Issuer or its gwerning body upon the Bonds. Any and all personal liability of every nature

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whether at comnon law or in equity or 0y statute or 0y constitution or otherwise of the Issuer's Mayor, the City Council or of any such rrerrber, officer, agent or errployee, as such, plSI:, present or future of the Issuer 0y reason of any act or onission on his or her part or otherwise, for the payrrent for or to the o.vners of the Bands or otherwise of any sum that may remai n due and unpaid upon the Bands secured 0y the Indenture or any of them is, 0y the acceptance of the Bonds, expressly waived and released as a condition of and in consideration for the execution of the Indenture and the issuance of the Bonds. Anything in the Indenture to the contrary notwithstanding, it is expressly understood 0y the parties to the Indenture that (a) the Issuer may rely exclusively on the truth and accuracy of any certificate, opinion, notice or other instrurrent furnished to the Issuer 0y the Trustee or any Bondholder as to the existence of any fact or state of affairs, ( b) the Issuer shal I not be under any obi i gati on under the I ndenture to perform any recordkeeping or to provide any legal services, it being understood that such services shall be performed or caused to be perforrred 0y the Trustee or 0y any Bondholder and ( c) none of the prwi si ons of the Indenture shall require the Issuer to expend or risk its o.vn funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or po.vers under the Indenture, unless it shall first have been adequately indemnified to its satisfaction against any costs, expenses and liability which it may incur as a result of taking such action. No recourse for the payrrent of any part of the principal of, preni um, if any, or interest on the B ands or for the satisfaction of any liability arising from, founded upon or existing 0y reason of the issuance, purchase or o.vnership of the Bands shall be had against the Mayor, the City Counci I or any officer, rrerrber, agent or errployee of the Issuer, as such, all such liability being expressly released and waived as a condition of and as a part of the consideration for the execution of the I ndenture and the issuance of the Bands. No covenant, sti pul ati on, obi i gati on or agreerrent of the Issuer contained i n the I ndenture shal I be deerred to be a covenant, stipulation, obligation or agreerrent of any present or future rrerrber, officer, agent or empioyee of the Issuer or the Mayor of the City Council in otherthan that person's official capacity. No rrerrber, officer, agent or empioyee of the Issuer shall be individually or personally liable for the payrrent of the principal or redemption price of or interest on the Bonds or be sul::iject to any personal liability or accountability 0y reason of the issuance of the B ands.

All covenants, stipulations, obligations and agreerrents of the Issuer contained in the Indenture are and shal I be deerred to be cwenants, sti pul ati ons, obi i gati ons and agreerrents of the I ssuer to the ful I extent authorized 0y the Law and the Act and permitted 0y the Constitution of the State.

[Remainder of Page Intentionally Left Blank]

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APPENDIX D

SUMMARY OF CERT Al N PROVISIONS OF THE LOAN AGREEMENT

The follCMing sumrari:zes certain prwisions of the Loan Agreement, to which reference is made for the detailed provisions thereof.

The Loan and Loan Payments; Issuance of the Bonds

U nder the Loan Agreement, the Issuer agrees to issue the B ands and to I oan the proceeds thereof to the B orro.ver to assist in the financing of the Prqj ect. The B orro.ver agrees to repay the Loan b,t making Loan Payments at the times required b,t the Loan Agreement and the Note delivered to the Trustee in connection with the Bonds. The Loan Payments will generally equal in the aggregate the amount of Bond Debt Service Charges on the Bonds. Furthermore, funds on deposit in the Prqject Fund and the Collateral Fund are available to pay Bond Debt Service Charges on the Bonds to the extent funds available in the Bond Fund on any Loan Payment Date are insufficient to make such payments.

The Borro.ver will be entitled to a credit against the Loan Payments required to be made with respect to the Bonds, on any date, equal to the amounts, if any, transferred b,t the Trustee from the Initial Deposit Account, the Prqject Fund or the Collateral Fund on such date for the payment of Bond Debt Service Charges. It is expected that Bond Debt Service Charges will be paid from funds transferred to the Trustee from the Bond Fund, the Collateral Fund and the Prqject Fund.

Disbursements from the Prqject Fund

Sul::iject to the provisions described belo.v and so long as no Event of Default under the Loan Agreement has occurred and is continuing for which the Loan Payments and principal amount of the Bonds has been declared to be immediately due and payable pursuant to the Loan Agreement and the Indenture, respectively, disbursements from the Prqject Fund shall be made only to pay any of the fol Io.vi ng Prqj ect Costs:

(a) Costs incurred directly or indirectly for or in connection with the acquisition and rehabilitation of the Prqject, including costs incurred in respect of the Prqject for prelininary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; I abor, services and materials; and rec or di ng of documents and title work.

( b) Premi urns anri butabl e to any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Prqject.

( c) Taxes, assessments and other gwernmental charges in respect of the Prqj ect that may become due and payable during the Construction Period.

( cl) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract rel ati ng to the Prqj ect.

(e) Sul::iject to the Loan Agreement, financial, legal, accounting, printing and engraving fees, charges and expenses, and al I other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds, including, without Ii nitation, the fees and expenses of the Trustee, the Registrar and any Paying Agent properly incurred under the Indenture that may become due and payable during the Construction Period.

(f) Any other costs, expenses, fees and charges properly chargeable to the cost of acquisition and rehabilitation of the Prqject.

(g) Payment of interest on the Bonds during the Construction Period.

(h) Payments to the Rebate Fund.

Any disbursements from the Prqject Fund shall be made b,t the Trustee only as pernitted pursuant to the provisions described in "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Disbursements from the Prqject Fund" and upon the written request of the Borrcwer executed b,t an Authorized Borro.ver Representative substantially in the form attached as an exhibit to the Loan Agreement, and, if required b,t the Indenture, approved b,t the Issuer, which requests shall be consecutively numbered and accompanied b,t invoices or other appropriate documentation supporting the payments or reimbursements requested. No disbursement shall be made b,t the Trustee upon the basis of any such disbursement request except upon satisfaction of the follo.ving conditions and pursuant to the fol Io.vi ng procedures:

(i) An executed Certificate of the Borro.ver substantially in the form attached to the Loan Agreement, related to the deposit of Available Moneys in to the Collateral Fund for the applicable disbursement request.

(ii) An executed Certificate of the Borro.ver substantially in the form attached to the Loan Agreement accompanied b,t a disbursement schedule listing the items for which the disbursement is sought and the tctal cost of each such item, together with invoices or other appropriate documentation (which may be a copy of an escro.v agreement if a disbursement is to be made to an escro.v account) for each such i tern.

(iii) All Loan Payments that are then due shall have been paid.

(iv) The disbursement request must be for an amount that allo.vs the Trustee to transfer Eligible Investments from the Prqject Fund to the Collateral Fund in exchange for funds in such increments as are needed to fund the di sl:ursement request.

Any moneys in the Prqject Fund remaining after the Corrpletion Date and payment, or prwision for payment, in full of the Prqject Costs, at the direction of the Borro.ver, promptly shall be paid into the Bond Fund for payment of Bond Debt Service Charges.

Borr ewer Required to Pay Costs in Event Prqject Fund Insufficient

If moneys in the Prqject Fund are not sufficient to pay all Prqject Costs, the Borro.ver, nonetheless, will complete the Prqject in substantial accordance with the Plans and Specifications and shall pay all such additional Prqject Costs from its o.vn funds (or from other public or private financing sources avai I able to the B orro.ver). The B orro.ver shal I pay al I costs of issuing the Bands. The B orro.ver shall not be entitled to any reimbursement for any such additional Prqject Costs or payment of issuance costs from the Issuer, the Trustee or any Holder; nor shall it be entitled to any abatement, dininution or postponement of the Loan Payments.

Completion Date

The Borro.ver shall notify the Issuer, CDLAC and the Trustee of the Completion Date b,t the delivery of a Corrpletion Certificate signed b,t the Authorized Borro.ver Representative substantially in

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the form attached as an exhibit to the Loan Agreement. The Corrpletion Certificate shall be delivered as promptly as practicable after the occurrence of the events and conditions referred to in paragraphs (a) through ( cl) of the Campi eti on Certificate.

Loan Repayment; Delivery of Note

Upon the terms and conditions of the Loan Agreement, the Issuer will make the Loan to the Borro.ver. In consideration of and in repayment of the Loan, the Borro.ver shall deliver or cause to be delivered to the Trustee on or before each Loan Payment Date, Loan Payments, equal to the amount necessary to pay Bond Debt Service Charges due on the next Bond Payment Date. All such Loan Payments shall be paid to the Trustee in accordance with the terms of the Note for the account of the Issuer and shall be held and disbursed in accordance with the provisions of the Indenture and the Loan Agreement.

The Borro.ver shall be entitled to a credit against the Loan Payments required to be made under the Loan Agreement, on any date, equal to the amounts, if any, transferred 0y the Trustee from the I ni ti al Deposit Account, the Prqject Fund or the Collateral Fund on such date for the payment of Bond Debt Service Charges.

To secure the B orro.ver' s performance of its obi i gati ons under the Loan Agreement, the B orro.ver shall execute and deliver, concurrently with the issuance and delivery of the Bonds, the Note and the Regulatory Agreement.

Upon payment in full of the Bond Debt Service Charges on any or all of the Bonds, in accordance with the Indenture, whether at maturity, upon acceleration or otherwise, or upon provision for the payment of all other obligations in the Loan Agreement and Indenture having been made in accordance with the prwi si ons of the I ndenture, ( i) if with respect to I ess than al I of the Bands then outstanding, an appropriate notation shall be endorsed on the Note, evidencing the date and amount of the principal payment (or prepayment) equal to the Bonds so paid, or with respect to which prwision for payment has been made, and (ii) with respect to all of the Bonds then outstanding, the Note shall be deemed fully paid, the obi i gati ons of the B orro.ver shal I be terni nated, and the Nate shal I be surrendered 0y the Trustee to the Borro.ver for cancellation. Unless the Borro.ver is entitled to a credit under express terms of the Loan Agreement or the Note, all payments on the Note shall be in the full amount required thereunder.

The Borro.ver and the Issuer each ackno.vledge that neither the Borro.ver nor the Issuer has any interest in the Bond Fund or the Collateral Fund and any moneys deposited therein shall be in the custody of and held 0y the Trustee in trust for the benefit of the Holders.

Additional Payments

The Borro.ver shall pay to the Issuer or the Trustee, as the case may be, as Additional Payments underthe Loan A greementthe fol Io.vi ng:

(a) To the Issuer, on the Closing Date, and on eachJ anuary 1 andJ uly 1 thereafter as provided in "APPENDIX E - SUMMARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT - Additional Requirements of the Issuer", the Issuer's Fee;

( b) To the I ssuer or the Trustee, as the case may be, whether or not an Event of Default has occurred underthe Loan Agreement, as payment for or reimbursement or prepayment of any and al I costs, expenses, and Ii abi Ii ti es ( i) incurred or paid 0y the I ssuer or the Trustee, as the case may be, in satisfaction of any obi i gati ons of the B orro.ver under the Loan Agreement not

D-3

performed 0y the Borro.ver in accordance with the prwisions of the Loan Agreement, or (ii) i ncurred as a result of a request 0y the B orro.ver or of a requi rement of any B orro.ver Document or the Indenture and not otherwise required to be pc1id 0y the Borro.ver under the Loan Agreement, including the fee due to the Issuer as provided in "APPENDIX E - SUM MARY OF CERTAIN PROVISIONS OF THE REGULATORY AGREEMENT - Additional Requirements of the Issuer", or (iii) incurred in the defense of any action or proceeding with respect to the Prqject or any Borro.ver Document, or in enforcing any Borro.ver Document, or arising out of or based upon any other document related to the issuance of the Bands; and

(c) To the applicable pc1rty, as payment for or reimbursement or prepc1yment of: (i) any Ordinary Services and Ordinary Expenses, Ordinary Fees and Expenses and Extraordinary Services and Extraordinary Expenses and Extraordinary Fees and Expenses of the Trustee as trustee, registrar, authenticating agent and pc1yi ng agent, and of any other pc1yi ng agent, authenticating agent, and registrar on the Bands under the I ndenture, al I as prwi ded i n the Indenture, as and when the same become due; prwided that the Borro.ver may, without creating an Event of Default under the Loan Agreement, contest in good faith the necessity for any Extraordinary Services and Extraordinary Expenses and the amount of any such Ordinary Services, Ordinary Expenses, Extraordinary Services or Extraordinary Expenses; provided that fees for Ordinary Services provided for 0y the respective letter agreements agreed to 0y the Borro.ver and the Trustee, the Registrar, and any Paying Agents and Authenticating Agents, respectively, shall be considered to be customary; and (ii) the fees and expenses of the Rebate Consultant for services rendered pursuant to the Indenture.

Upon the pc1yment, prei:avment, or incurrence of any such cost, expense, or liability described under this caption 0y any such i:arty, the Additional Payments in respect thereof shall be pc1yable upon written demand to the Borro.ver, which demand shall be accorrpanied 0y invoices or other appropriate documentation concerning the nature, amount and incurrence of such cost, expense or liability. If the Additional Payments payable as described underthis caption are not pc1id 0y the Borro.ver within ten (10) days of the Borro.ver's receipt of such demand, such Additional Payments shall bear interest from such tenth (10th) date atthe Interest Rate for Advances until the amount due shall have been fully paid.

Special Cwenants

At all reasonable times and upon reasonable notice, the Borro.ver shall allo.v any duly authorized representative of the Issuer or the Trustee to visit and inspect the Prqject, to exanine and make copies of and from its books of record and account, and to discuss its affairs, finances, and accounts with its officers, and shall furnish to the Issuer and the Trustee any information reasonably required regarding its business affairs and financial condition within a reasonable ti me after receipt of written requesttherefor.

The Borro.ver shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all or substantially all of its assets and not consolidate with or merge into another entity or pernit one or more other entities to consolidate with or merge into it; prwided, that it may do so if the surviving, resulting or transferee entity is other than the Borro.ver, it assumes in writing all of the obligations of the B orro.ver under the Loan Agreement and the Regulatory Agreement and it has a net worth equal to or greater than that of the Borro.ver immediately prior to such consolidation, merger, sale or transfer. The Borro.ver shall not pernit one or more other entities to consolidate with or merge into it, without the prior written consent of the Issuer; or take any action or allo.v any action to be taken toterninate the existence of the Borro.ver except as prwided in the Loan Agreement. Nothing contained in the Loan Agreement shall Ii nit the rights of (i) any direct or indirect o.vners of interests in the Borro.ver to (a) transfer, convey, sel I or otherwise dispose ( a ''Transfer") thei r o.vnershi p i nterests to any A ffi I i ate, or i n connection with any estate planning, or 0y operation of law, or (b) make Transfers among and between

D-4

themselves, or (ii) Borro.ver to rrake Transfers as otherwise pernitted b,t (or sul::iject to the terms and conditions set forth in) the Regulatory Agreerrent.

Notwithstanding anything to the contrary contained in the Loan Agreerrent or in any other Subordinate Bond Docurrent (as defined in the Indenture), and sul::iject to the consent of HUD prior to each occurrence i n accordance with the FHA Loan Docurrents, the fol Io.vi ng shal I be perni tted and shal I not, except as rray be required b,t the terms of the Regulatory Agreerrent, require the prior written approval of Issuer, FHA Lender or Trustee: (a) the transfer b,t the Investor Limited Partner of its interest in Borro.ver in accordance with the terms of Borro.ver's Arrended and Restated Agreerrent of Limited Partnership, as it may be arrended from tirre to tirre (the" Partnership Agreerrent"); (b) the removal of the General Partner of the Borro.ver in accordance with the PartnershipAgreerrent and the replacerrent thereof with the Investor Li nited Partner, or any of its affi Ii ates; (c) the transfer of o.vnershi p interests in the Investor Limited Partner or the Special Limited Partner, if applicalble; (cl) the transfer of the interests of the Investor Linited Partner in Borro.verto Borro.ver's General Partner or any of its affiliates; and (e) any arrendrrent to the Partnership Agreerrent to rremorialize the transfers or removal described above. The parties agree that the provisions contained in the preceding paragraph and this paragraph shall control to the extent of any conflict i n any S ubordi nate Bond Docurrents.

The B orro.ver represents that it has taken and caused to be taken, and covenants that it wi 11 take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer, for the interest on the Bands to be and to remain excluded from gross i ncorre for federal income tax purposes, and represents that it has not taken or pernitted to be taken on its behalf, and cwenants that it will not take or pernit to be taken on its behalf, any actions that would acwersely affect such exclusiai under the prwi si ons of the Code.

The Borro.ver shall rraintain and preserve in good working order and condition, ordinary wear and tear and casualty loss excepted, all of its properties which are necessary or useful in the proper conduct of its business, and shal I from ti rre to ti rre rrake al I necessary repai rs, renewals, repl acerrents, additions and imprwerrents to said properties. All darrage to apartrrent units shall be repaired promptly and apartrrent units shall be rraintained so as to be available at all tirres for habitation.

The Borro.ver shall keep adequate records and books of account in which complete entries will be made in accordance with GAAP or indicating deviations therefrom, reflecting all financial transactions. The Borro.ver shall deliver to the Trustee annually its year-€nd financial staterrents accompanied b,t a written staterrent of the Borro.ver's independent public accountants that in rraking the exanination necessary for certification of such financial staterrents, nothi ng has come to their attention that would I ead them to bel i eve that the B orro.ver has violated any of the terms, cwenants or prwi si ons of the Loan Agreerrent insofar as it relates to accounting rratters.

The B orro.ver shal I promptly pay and discharge: al I taxes, assessrrents, fees, and other Governrrent charges or levies imposed upon it or upon any of its properties, income or profits, before the sarre shall become delinquent; all lawful claims of rraterialrren, mechanics, carriers, warehouserren, landlords and other sinilar Persons for labor, materials, supplies and rentals, which if unpaid might b,t law becorre a Lien upon its properties; any Indebtedness incurred before or after the date of the Loan Agreerrent b,t it when due, and discharge, perform and olbserve cwenants, prwisions and conditions to be discharged, perforrned and olbserved b,t it in connection therewith, or in connection with any agreerrent or other instrurrent relating thereto or in connection with any Lien existing at any tirre upon any of its properties; prwi ded, ho.vever, that the B orro.ver shal I not be requi red to pay any of the foregoing if (a) the amount, applicability or validity thereof shall currently be contested in good faith b,t appropriate proceedings, (b) the Borro.ver shall have set aside on its books adequate reserves with respect thereto, and ( c) the ti tie of the B orro.ver to, and its right to use, its properties is not rrateri al ly and

D-5

adversely affected thereby. The Borrcwer agrees that, in the event it fails to l'.0-Y or cause to be pc1id taxes, assessments, fees and other Gwemment charges or levies or the prenium on any required insurance and such failure constitutes a default under the FHA Loan Documents, the Trustee rnay rrake such pc1yment, but is not obi i gated to do so, and the Trustee shal I be rei rnbursed b,' the B orro.ver therefor with i nterest on the arnount so ad.lanced at the Interest Rate for Ad.lances as p-wided under the caption "Additional Payments" abOJe.

The B orro.ver shal I at al I ti mes rnai ntai n, or cause to be rrai ntai ned, insurance of such types and in such amounts as required b,' the FHA Loan Documents.

The Borro.ver shall prorrptly notify the Issuer and the Trustee in writing of any litigation, arbitration proceeding or adninistrative investigation, inquiry or other proceeding to which it rray become a i:artv or be sul::iject to after the date of the Loan Agreement which rray result in a change in the business or assets or in the condition, financial or otherwise, of the Borro.ver which would rraterially impc1ir the ability of the Borro.ver to perform the Loan Agreement, the Regulatory Agreement, the B orro.ver guaranties or the Note, or any other agreement or instrument therei n conterrpl ated.

In the event that any Event of Default occurs under the Loan Agreement, the Borro.ver shall give pron-pt notice i n writing of such happeni ng to the Trustee.

Except to the extent contested in good faith, the B orro.ver shal I perform according to and shal I corrply with all of its Contractual Obligations and all Requirements of Law if nonperforrrance thereof would result in a change in the business or assets or in the condition, financial or otherwise, of the Borro.ver which would rraterially irrpair the ability of the Borro.ver to perform the Loan Agreement, the Regulatory Agreement or the Note or any other agreement or i nstrument therei n contemplated.

The B orro.ver wi 11 take and continue to take pron-pt action to remedy al I environmental pol I uti on and contani nation, hazardous waste disposal and other environmental cleanup pr obi erns, if any, whether or not such cleanup problems have resulted frorn the order or request of a municipal, state, federal, adninistrative or judicial authority, or otherwise. The foregoing cwenant shall not constitute or create a waiver of any rights the Borro.ver rray have to pursue any legal rights or remedies against any third i:artv for any environmental cl ai rns.

The Borro.ver shall comply with the applicable nondiscrimination and affirrrative action provisions of the laws of the United States of America, the State of California, and the Issuer. The Borro.ver shall not discriminate in its employment practices against any employee or applicant for employment; denial of fanily and medical care leave; denial of pregnancy disability leave or reasonable accornrnodati ons against any employee or applicant for errpl oyment because of such person's race, ancestry, color, citizenship, national origin, religion, sex, sexual orientation, gender identity;expression, transgender status, age (except as permitted in the Regulatory Agreement), rrarital status, fanilial status, domestic partner status, physical handicap, mental di sabl Ii ty, medical condition, political affi I i ati on or belief. The Borro.ver shall corrply with Executive Order 11246, entitled "Equal Employment Opportunity", as amended b,' Executive Order 11375, and as supplemented in Dei:artment of Labor regulations (41 C.F.R. Part 60). The Borro.ver shall cornply with the provisions of the Los Angeles Adninistrative Code Sections 10.8 through 10.13, to the extent applicable to the Loan Agreement. The affirrrative action program of the Borro.ver shall include the rrandatory contract prwisions set forth in the Los Angeles Administrative Code Section 10.8.4, and said prwisions are incorporated in the Loan Agreement b,' this reference. The Borro.ver shall also cornply with all rules, regulations, and policies of the Issuer's Board of Public Works, Office of Contract Compliance relating to nondiscrinination and affirrrative action, including the filing of all forrns required b,' the Issuer. Any subcontract entered into b,' the Borro.ver relating to the Loan Agreement, to the extent allo.ved thereunder, shall be sul::iject to the

D-6

provisions of the Loan Agreerrent. No person shall on the grounds of race, ancestry, color, citizenship, national origin, religion, sex, sexual orientation, gender identity/expression, transgender status, age (except as pernitted in the Regulatory Agreerrent), marital status, fanilial status, domestic partner status, physical handicap, rrental disability, rredical condition, political affiliation or belief be excluded from parti ci pc1.ti on i n, be denied the benefit of, or be sul::ij ected to di scri mi nation under the Loan A greerrent. For purposes of this pc1.ragraph, Title 24 Code of Federal Regulations Part 107 and Section 570.601(b) defines specific discriminatory actions that are prohibited and corrective action that shall be taken in a situation as defined therei n.

Additional Indebtedness

So long as no Event of Default underthe Loan Agreerrent shall have occurred and be continuing, the Borro.ver shall be permitted to incur any Indebtedness for any Prqject Ca;t or other obligation or payrrent due under the Loan Agreerrent, the Indenture or the Regulatory Agreerrent.

Nature of Business

The B orro.ver wi 11 not change the general character of its business as conducted at the date of the Loan A greerrent, or engage i n any type of business not reasonably related to its busi ness as normal ly conducted.

Cooperation in Enforcement of Regulatory Agreement

In order to maintain the exclusion from gross income under federal tax law of interest on the Bonds and to assure compliance with the laws of the State (including the Act), the Borro.ver agrees that it shall, concurrently with or before the execution and delivery of the Bonds, execute and deliver and cause to be recorded the agreerrent defined in the Indenture as the "Regulatory Agreerrent." The Borro.ver cwenants and agrees as fol Io.vs:

( a) to comply with al I prwi si ms of the Regulatory A greerrent;

(b) to advise the Issuer in writing promptly upon learning of any default with respect to the cwenants, obligations and agreerrents of the Borro.ver set forth in the Regulatory A greerrent;

(c) upon written direction b,t the Issuer, to cooperate fully and promptly with the Issuer in enforcing the terms and prwisions of the Regulatory Agreerrent; and

(cl) to file in accordance with the tirre limits established b,t the Regulatory Agreerrent all reports and certificates required thereunder, and the annual certification to the Secretary of the Treasury requi red b,t the Regulatory A greerrent.

The Issuer shall not incur any liability in the event of any breach or violation of the Regulatory Agreerrent b,t the Borro.ver, and the Borro.ver agrees to indemnify the Issuer from any claim or liability for such breach pursuant the Loan Agreerrent.

Tax Exempt Status of the Bands

It is the i ntenti on of the Issuer and the B orro.ver that i nterest on the Bands shal I be and remain excl udable from gross i ncorre for federal i ncorne taxation purpa;es, and to that end the cwenants and

D--1

agreerrents of the B orrcwer under this caption are for the benefit of the o.vners of the Bands and the Issuer.

The Borro.ver cwenants and agrees that it will not (i) use or permit the use of any of the funds prwided b,t the Issuer under the Loan Agreerrent or any other funds of the Borro.ver, directly or indirectly, in such manner as would, (ii) enter into, or allo.v any "related person" (as defined in Section 147( a) ( 2) of the Code) to enter into, any arrangerrent, forrral or informal , for the purchase of the Bands that would, or (iii) take or onit to take any other action that would, in each case cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code.

In the event that at any tirre the Borro.ver is of the opinion or becorres otherwise aware that for purposes of the prwisions under this caption it is necessary to restrict or to Ii nit the yield on the investrrent of any moneys held under the Indenture or otherwise b,t the Trustee, the Borro.ver shall deternine the linitations and so instruct the Trustee in writing and cause the Trustee to comply with those Ii nitations underthe Indenture.

The Borro.ver will take such action or actions as rray be reasonably necessary in the opinion of counsel to the Issuer, or of which it otherwise becomes aware, to fully comply with Section 148 of the Code as applicable to the Bonds.

The Bcno.ver further warrants and covenants that it has not executed and will not execute any other agreerrent, or any arrendrrent or suppl errent to any other agreerrent, with prwi si ons contradi dory to, or in opposition to, the prwisions of the Loan Agreerrent and of the Regulatory Agreerrent, and that i n any event, the requi rerrents of the Loan A greerrent and the Regulatory A greerrent are paramount and control I i ng as to the rights and obi i gati ons set forth i n the Loan A greerrent and supersede any other requi rerrents in conflict therewith.

The Borro.ver will use due diligence to complete the acquisition and rehabilitation of all of the units comprising the Prqject and reasonably expects to fully expend the entire $11,100,000 principc1.I amount of the Loan b,t the earlier of January 1, 2019 or the day before the Maturity Date.

The Borro.ver will take such action or actions as necessary to ensure compliance with the Loan A greerrent.

The Borro.verwill comply with the terms of the TaxAgreerrent.

Useful Life

The Borro.ver represents and warrants that, within the rreaning of Section 147(a)(14) of the Code, the average rraturity of the Bonds does not exceed 120 percent of the average reasonably expected econonic life of the facilities being financed with the proceeds of the Bonds.

Federal Guarantee Prohibition

The Borro.ver shall take no action, nor pernit nor suffer any action to be taken if the result of the sarre would be to cause the Bands to be "federally guaranteed' within the rreani ng of Section 149(b) of the Code.

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Prohibited Facilities

The Borro.ver represents and warrants that no portion of the proceeds of the Loan shall be used to provide any airplane, skybox or other private luxury box, health club facility, facility prirrarily used for 93-mbling, or store the principal business of which is the sale of alcoholic beverages for consurrption off prenises, and no portion of the proceeds of the Loan shall be used for an office unless (a) the office is located on the prenises of facilities constituting a portion of the Prqject and (b) not more than a de nininis amount of the functions to be performed at such office is not related to the day-to-day operations of the Prqj ect.

Optional Prepayment

The Loan rray be prepaid by the B cno.ver in whole or in part any Business Day occurring on or after January 1, 2019, without penalty at a prepayment price equal to the outstanding principal amount plus any unpaid accrued interest on the Loan. In order to prepay the Loan, the Borro.ver shall give the Trustee written notice at least twenty-five (25) days prior to the prepayment date to effect an optional rederrpti on of al I or a portion of the B ands pursuant to the I ndenture.

Events of Default

The Loan Agreement prwides that each of the follo.ving shall be an" Event of Default'': (a) The Borro.ver shall fail to pay any Loan Payment on or prior to the date on which that Loan Payment is due and payable or within the Loan Payment Cure Period; (b) The Borro.ver shall fail to observe and perform any other agreement, term or condition contained i n the Loan Agreement and the con ti nuati on of such failure for a period of thirty (30) days after written notice thereof shall have been given to the Borro.ver and the I nvestor Li ni ted Partner by the Issuer or the Trustee, or for such I anger period as the I ssuer and the Trustee rray agree to in writing; prwided, that if the failure is other than the payment of money and is of such nature that it can be corrected but not within the applicable period, that failure shall not constitute an Event of Default so long as the Borro.ver institutes curative action within the applicable period and diligently pursues that action to completion, which must be resolved within one hundred eighty (180) days after the aforementioned notice; (c) the Borro.ver shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) have an order for relief entered in any case commenced by or ag3.i nst it under the federal bankruptcy laws, as in effect as of or after the date of the Loan Agreement which is not dismissed within ninety (90) days; (iii) voluntarily commence a proceeding under any other federal or state bankruptcy, insolvency, reorg3.nization or sinilar law, or have such a proceeding commenced ag3.inst it and either have an order of insolvency or reorg3.nization entered ag3.inst it or have the proceeding remain undismissed and unstayed for ninety (90) days; (iv) rrake an assignment for the benefit of creditors; or (v) have a receiver or trustee appointed for it or for the whole or any substantial part of its property which appointment is not vacated within a period of ninety (90) days; (cl) any representation or warranty made by the B orro.ver i n the Loan Agreement or any statement i n any report, certificate, financial statement or other instrument furnished in connection with the Loan Agreement or with the purchase of the Bonds shall at any time prwe to have been false or misleading in any adverse rraterial respect when rrade or given; and (e) there shall occur an "Event of Default'' as defined in the I ndenture or the Regulatory Agreement.

Notwithstanding the foregoing, if, by reason of Force Majeure, the Borro.ver is unable to perform or observe any agreement, term or condition of the Loan Agreement which would give rise to an Event of Default under clause (b) abOJe, the Borro.ver shall not be deemed in default during the continuance of such inability. Ho.vever, the Borro.ver shall promptly give notice to the Trustee and the Issuer of the existence of an event of Force Majeure and shall use commercially reasonable efforts to remOJe the

D--9

effects thereof; provided that the senlerrent of strikes or other industrial disturbances shall be entirely within its discretion.

The term" Force Majeure'' shall rrean, without limitation, the follo.ving:

(i) acts of God; strikes, lockouts or other industrial disturbances; acts of terrorism or of public enenies; orders or restraints of any kind of the governrrent of the United States of Arrerica or of the State or any of their departrrents, agencies, political subdivisions or officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; I i ghtni ng; earthquakes; fi res; hurricanes; tornados; storms; droughts; floods; arrests; restrai nt of governrrent and peopie; explosions; breakage, malfunction or accident to facilities, machinery, transnission pipes or canals; partial or entire failure of utilities; shortages of labor, materials, supplies ortransportation; or

(ii) any cause, circumstance or event not reasonably within the control of the Borro.ver.

The declaration of an Event of Default under clause (c) abcwe, and the exercise of rerredies upon any such declaration, shall be sul::iject to any applicable linitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or imrrecliately follo.ving any bankruptcy, I i qui dati on or reorganization proceedings.

Remedies on Default

W henever an Event of Default shal I have happened and be subsi sti ng, any one or more of the follo.ving rerredial steps may betaken:

( a) I f acceleration of the pri nci pal amount of the Bands has been declared pursuant to the prwisions described in "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Acceleration", the Trustee shall declare all Loan Payrrents to be i mrredi ately due and payable together with any other amounts payable b,t the B orro.ver under the Loan Agreerrent and the Note whereupon the sarre shall becorre imrrediately due and payable;

(b) The Trustee may exercise any or all or any combination of the remedies specified i n the Loan A greerrent;

(c) The Issuer or the Trustee may have access to, inspect, exanine and make copies of the books, records, accounts and financial data of the B orro.ver pertaining to the Prqj ect; or

(cl) The Issuer or the Trustee may pursue all remedies existing as of or after the date of the Loan A greerrent at I aw or i n equity to col I ect al I amounts then due and thereafter to become due under the LoanAgreerrent, the Regulatory Agreerrent and the Note or to enforce the performance and olbservance of any other obi i gati on or agreerrent of the B orro.ver under those i nstrurrents.

Notwithstanding the foregoing, neither the Issuer nor the Trustee, as assignee of the Issuer, shall be olbligated to take any step which in its respective opinion will or might cause it to expend tirre or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the I ssuer or the Trustee, as appl i cable, at no cost or expense to the Issuer or the Trustee. Any amounts collected as Loan Payrrents or applicable to Loan Payrrents and any other amounts which would be applicable to payrrent of Bond Debt Service Charges collected pursuant to action taken underthis caption

D-10

shall be plid into the Bond Fund and applied in accordance with the prwisions of the Indenture or, if the Outstanding Bonds have been pc1id and discharged in accordance with the provisions of the Indenture, shall be pc1id as prwided in "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Repc1yrrent to the Borro.ver from the Bond Fund" for transfers of remaining amounts in the Bond Fund.

The prwi si ons descri bed underthi s caption are sul::ij ect to the further I imitation that the rescission 0y the Trustee of its declaration that all of the Bonds are imrrediately due and pc1yable also shall constitute an annul rrent of any correspondi ng declaration rrade pursuant to i:aragraph ( a) under this caption and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been rrade, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or i mi:ai r any right consequentthereon.

Amendments, Changes and Modifications of the Loan Agreement

The Loan Agreerrent and the Note rray only be arrended as pernitted 0y the Indenture. See "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE -Arrendrrents Not Requiring Consent of Holders" and" -Arrendrrents Requiring Consent of Holders."

FHA Federal Laws and Requirements Control

N otwi thstandi ng anythi ng in the Loan A greerrent or the I ndenture to the contrary:

The Borro.ver, the Trustee and the Issuer ackno.vledge that the Loan Agreerrent, the Note and all of the Borro.ver's obligations thereunder, are sul::iject and subordinate to the FHA Loan Docurrents. N otwi thstandi ng any provision i n the Loan A greerrent to the contrary, no obi i gati ons of the B orro.ver thereunder shall be pc1yable except from (i) Surplus Cash (as defined in the HUD Regulatory Agreerrent) or (ii) funds that are not derived from (A) revenues of the Prqject (as defined in the FHA Mortgage), (B) any reserve or deposit rrade with the FHA Lender or any other i:artv as required 0y HUD in connection with the FHA Loan Docurrents, or (C) any proceeds of the FHA Note (collectively, "Non Prqject Sources"). No claims or actions shall be rrade (or pc1yable) under the Loan Agreerrent against the Prqject, the FHA Lender, the proceeds of the FHA Note, orthe assets of the Borro.ver, except from Non­Prqject Sources. In additiai, the rights and obligations of the parties under the Loan Agreerrent and all other B ond Docurrents are and shal I be subordi nated in al I respects to the rights and obi i gati ons of the parties to and underthe FHA Loan Docurrents. In the event of any conflict between the prwisions of (1) the Loan A greerrent or any other Bond Docurrent and ( 2) the prwi si ons of the FHA Loan Docurrents or the Program Obligations (as defined in the FHA Mortgage), the prwisions of the FHA Loan Docurrents or the Program Obligations shall control. The provisions of described under this caption shall control over any i nconsi stent prwi si ons i n the Loan A greerrent or the other Bond Docurrents.

Any subsequent arrendrrent to the Loan Agreerrent or the Indenture is sul::iject to prior written approval of HUD (so long as the Prqject is sul::iject to a mortgage insured or held 0y HUD). No arrendrrent to the Loan Agreerrent or the Indenture shall cmflict with the prwisions of the Program Obi i gati ons.

The Bonds are not a debt of the United States of Arrerica, HUD, FHA, GNMA or any other agency or i nstrurrental ity of the federal gwernrrent, and are not guaranteed 0y the ful I faith and credit of the United States or any agency or i nstrurrental ity thereof.

There is no pledge under the Loan Agreerrent or the Indenture of the gross revenues or any of the assets of the Prqj ect.

D-11

Neither a default under the Loan Agreerrent nor under the Indenture shall constitute a default under the FHA Loan Docurrents related to the Prqject.

Nothing contained in the Loan Agreerrent or the Indenture shall inhibit or irrp3.ir the right of FHA to require or agree to any arrendrrent, change or mxlification of any FHA Loan Docurrents related to the Prqject for the purpose of curing any ambiguity, or of curing, correcting or supplerrenting any defective or inconsistent prwi si on contained therein, or in regard to rraners or questi ans arising under said FHA Loan Docurrents so long as any such arrendrrent, change or mxlification shall not adversely affect the pc1yrrent terms of the Bands.

Neither the Issuer, the Trustee, nor any of the Holders has or shall be entitled to assert any claim against the Prqject, any reserves or deposits required b,t HUD in connection with the Prqject, or the rents or deposits or other i ncorre of the Prqj ect.

Proceeds from any condemnation award or from the payrrent of a claim under any hazard insurance policy relating to the Prqject will not be pc1yable to the Trustee, but will be pc1yable and applied in accordance with the FHA Loan Docurrents.

In the event of an assignrrent or conveyance of the FHA Insured Mortgage Loan to the FHA Comnissioner, subsequent to the issuance of the Bonds, all money rerraining in all funds and accounts other than the Rebate Fund, and any other funds rerraining under the Indenture after i:avrrent or prwision for i:avrrent of debt service on the Bonds and the fees and expenses of the Issuer, Trustee, and other such parties unrelated to the B orro.ver ( otherthan funds original ly deposited b,t the B orro.ver or related parties on or before the date of issuance of the Bonds) shall be returned to the FHA Lender.

[Rerrainder of Page Intentionally Left Blank]

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APPENDIX E

SUMMARY OF CERT Al N PROVISIONS OF THE REGULATORY AGREEMENT

The follCMing is a briefsumrary of the Regulatory Agreement. The sumrary ck:Jes not purport to be corrplete or definitive and is qualified in its entirety b,t reference to such Regulatory Agreement, copies ofwiich are on file with the Trustee.

Definitions

Unless otherwise expressly prwided in the Regulatory Agreement or unless the context clearly requires otherwise, capitalized terms not defined in the Regulatory Agreement shall bear the meaning given them in the Indenture.

"Accessibility Requirements" refers to the accessibility requirements that must be follo.ved in the design, construction or alteration of the Prqject or an individual housing unit of the Prqject (including common use elements), based on al I the applicable I .M'S and regulations, i ncl udi ng: ( 1) al I appl i cable building codes in effect for the City of Los Angeles Building and Safety Department, including state I.Ml; (2) Title II of the Americans with Disabilities Act ("ADA"), 42 U.S.C. §12101, et seq. and the implementing standards(" 2010 ADA Standards") at 28 C.F.R. Part 35 and the 2004 ADA Accessibility Guidelines ("ADAAG"); (3) Section 504 of the Rehabilitation Act of 1973 ("Section 504''), 29 U.S.C. §794, the irrplementing regulations at 24 C.F.R. Part 8, as well as the requirements of UFAS; and (4) the Fair Housing Act of 1968, as amended ("FHA"), 42 U.S.C. §§3601-3619; and its implementing regulations as 24 C.F.R. Parts 100, 103, 108, 110, and 121.

"Accessible" means when used with respect to a Housing Unit or Housing Development, full corrpl i ance with the A ccessi bi Ii ty Requirements.

"A ccessi bl e H ousi ng Devel oprnent" means a H ousi ng Development that is Accessible, i ncl udi ng Accessible public and common use areas.

"Accessible Housing Units'' means collectively Housing Units that are on an Accessible Route, are Accessible, and are located in an Accessible Housing Development. The term Accessible Units refers collectively to Housing Units with Mobility Features and Housing Units with Hearing;Vision Features.

"Act'' means Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California, as the same may be amended from time to time (but only to the extent any such amendments, b,t their terms or b,t appropriate election of the Issuer, apply to the Bands outstanding as of the effective date of such amendments).

"A qj usted I ncome" means the aqj usted i ncorne of a person ( together with the aqj usted i ncorne of all persons who intend to reside with such person in one residential unit) calculated pursuant to Section 142(d)(2)(B) of the Code.

"A ffi Ii ated Party" means a Ii ni ted or general partner or member of the B orro.ver, a person whose relationship with the Borro.verwould result in a disallo.vance of losses under Section 267 or 707(b) of the Code or a person who, together with the Borro.ver, is a member of the same controlled group of corporations (as defined in Section 1563(a) of the Code, except that "more than 50 percent" shall be substituted for "at least 80 percent'' each place it appears therein).

"Agreerrent" or "Regulatory Agreerrent'' means the Regulatory Agreerrent and Declaration of Restrictive Covenants, as it rray be arrended frorntirre totirre.

"Area'' rreans the Los Angeles Prirrary Metropolitan Statistical Area.

"Authorized Borro.ver Representative'' rreans any person who, at any tirre and fromtirre totirre, rray be designated as the Borro.ver's authorized representative b,t written certificate furnished to the Issuer and the Trustee containing the specirren signature of such person and signed on behalf of the B orro.ver b,t or on behalf of any authorized general i:artner of the B orro.ver if the B orro.ver is a general or I i ni ted i:artnershi p, b,t any authorized managi ng rrember of the B orro.ver if the B orro.ver is a I i ni ted liability company, or b,t any authorized officer of the Borro.ver if the Borro.ver is a corporation, which certificate rray designate an alternate or alternates, or in the event that such term shall refer to successors or assigns of the Borro.ver, any authcrized general partner if the successor or the assignee is a general or Ii ni ted partners hi p, any authorized rranagi ng rrember if the successor or assignee is a I i ni ted I i abi Ii ty comi:any or any authorized officer if the successor or the assignee is a corporation. The Trustee rray conclusively presurre that a person designated in a written certificate filed with it as an Authorized Borro.ver Representative is an Authorized Borro.ver Representative until such tirre as the Borro.ver files with it (with a cop,t to the Issuer) a written certificate identifying a different person or persons to act in such cai:acity.

"Bond Counsel" means an attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the validity of, and the Tax exempt nature of interest on, obiigations issued b,t states and their political subdivisions, selected b,t the Issuer and duly adnitted to the practice of I.Ml before the highest court of any state of the United States of Arrerica or the District of Columbia but shall not include counsel for the B orro.ver or the Trustee.

"Bond Docurrents" rreans the Indenture, the Loan Agreerrent, the Regulatory Agreerrent, the Tax Certificate and any other docurrent executed as of or after the date of the Regulatory Agreerrent b,t the Borro.ver, the Issuer, Trustee or Bondholders in connection with the Bonds.

" B ondhol ders" or " ONners'' or " Holders" means the i:artv or parties identified as the o.vner( s) of the Bonds on the registration books rraintained b,t the Trustee on behalf of the Issuer.

"Bonds" rreans, collectively, the Issuer's Multifanily Housing Revenue Bonds (Gilbert Lindsay Apartrrents) Series 2016R-1 authorized, authenticated and delivered under the Series 2016R-1 Indenture and the Issuer's Multifamily Housing Revenue Bond (Gilbert Lindsay Ai:artrrents) Series 2016R-2 authcrized, authenticated and delivered under the Series 2016R-2 Indenture, as defined in the Regulatory A greerrent.

"Borro.ver" rreans Gilbert Lindsay Housing LP, a California linited i:artnership, and its successors and assigns.

"CDLAC" rreans the California Debt Li nit Allocation Cornnittee or its successors.

"CDLAC Conditions'' has the meaning set forth in the Regulatory Agreerrent.

"Certificate of CDLAC Program Compliance" rreans the Certification of CDLAC Program Compliance to be filed with the Issuer atthe tirres specified in the Regulatory Agreerrent, in substantially the form attached thereto as an exhibit or such other form as rray from ti rre to ti rre be prescri bed b,t the Issuer.

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"Certificate of Continuing Program Corrpliance" means the Certificate of Continuing Program Compliance and Statistical Report to be filed b,t the Borro.verwith the Issuer and the Trustee at the times specified in the Regulatory Agreement, such report to contain the information set forth in and to be in substantially the form attached as an exhibittothe Regulatory Agreement or such other form as may from ti me to ti me be prescri bed b,t the Issuer.

"Closing Date'' or "Bond Closing Date'' means the date upon which each series of Bonds is initially funded in an amount equal to at least $50,001.

"Code" means the Internal R e.1enue Code of 1986; each reference to the Code shal I be deemed to include (a) any successor internal revenue law and (b) the applicable regulations whether final, terrporary or proposed under the Code or such successor I aw.

"Corrpletion Date" means the date of the corrpletion of the acquisition, rehabilitation and equipping of the Prqject, as that date shall be specified in the Rehabilitation Corrpletion Certificate.

"Costs of Issuance'' means costs of issuing the Bands as set forth in the Indenture.

"Hazardous Materials" means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychl ori nated bi phenyl s (" PCB s") and compounds containing them; I ead and I ead--based pc1i nt; asbestos or asbestos containing materials in any form that is or could become friable; underground or above­ground storage tanks, whether errpty or containing any substance; any substance the presence of which on the Prqject is prohibited b,t any federal, state or local authority; any substance that requires special handl i ng and any other material or substance no.v or in the future that ( i) is defi ned as a " hazardous substance" "hazardous material" "hazardous waste" "toxic substance" "toxic pollutant"

' ' ' ' ' "contaninant," or "pollutant" b,t or within the meaning of any Hazardous Materials Law, or (ii) is regulated in anyway b,t or within the meaning of any Hazardous Materials Law.

"Hazardous Materials Laws" means all federal, state, and local laws, ordinances and regulations and standards, rules, policies and other gcwernmental requirements, administrative rulings and court judgments and decrees in effect as of the date of the Regulatory Agreement or in the future and including al I amendments, that rel ate to Hazardous M ateri al s or the protection of human heal th or the envi ronment and apply to Borro.ver or to the Prqject. Hazardous Materials Laws include, but are not linited to, the Comprehensive Environmental Response, Corrpensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recwery Act of 1976, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U .S.C. Section 2601, et seq., the Clean Water Act, 33 U .S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., and their state analogs.

"Housing Act'' means the United States Housing Act of 1937, as amended, or its successor.

" Housing Development" means the whole of one or more residential structures and appurtenant structures in the Prqj ect, including common walkways and pc1rki ng I ots that were or are designed, constructed, altered, rehabi Ii tated, operated, adni ni stered or fi nanced in whole or i n pc1rt i n connection with the issuance of B ands.

"Housing Unit'' means a single unit of residence in the Prqject that prwides spc1ces for living, bathi ng, and sl eepi ng.

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" HU D" means the U .S. Depc1.rtment of Housing and U rban Devel oprrent and any successor agency.

"Income Certification" means, initially, an Income Certification in the form attached as an exhibit to the Regulatory Agreement or in such other form as may from ti me to ti me be provided b,t the I ssuerto the BorrONer and, with respect to recertifications, the Annual Tenant Income Recertification attached as an exhibit to the Regulatory Agreement, or in the alternative, the California Tax Credit Allocation Comnittee Tenant Income Certification Form, or HUD Form 50059, or such other form as may, from ti me to ti me, be prwi ded b,t the Issuer to the B orrONer.

"Indenture'' means, collectively, the Trust Indenture dated as of July 1, 2017 b,t and between the Issuer and the Trustee, relating to the issuance of the Series 2016R-1 Bonds and the Trust Indenture dated as of July 1, 2017 b,t and between the Issuer and the Trustee, relating to the issuance of the Series 2016R-2 B ond, each as amended, modified, supplemented or restated from ti me to ti me.

"Inducement Date" means J uly 18, 2016.

"Issuer" means the City of Los Angeles, a charter city and rnunicipc1.I corporation of the State of California.

" Loan" means the I oan of the sale proceeds of the B ands b,t the I ssuer to the B orrONer pursuant to the Loan Agreement for the purpose of provi di ng funds for the acquisition, rehabi Ii tati on and equipping of the Prqj ect.

"Loan Agreement" means, collectively, the Loan Agreement, dated as of July 1, 2017, between the Issuer and the BorrONer relating to the loan of the proceeds of the Series 2016R-1 Bonds and the Loan Agreement, dated as of July 1, 2017, between the Issuer and the BorrONer relating to the loan of the proceeds of the Series 2016R--2 Bonds, each, as amended or supplemented from time to time.

"LON Income Tenant'' means a tenant whose Aqjusted Income does not exceed limits deternined in a manner consistent with deterninations of IONer income families under Section 8 of the Housing Act, except that the percentage of median gross i ncome that qual i fies as I ON er i ncome shal I be 5036 of median gross income for the Area with aqjustments for family size. Except as otherwise prwided in the Regulatory Agreement, the occupants of a unit in the Prqject shall not be considered to be LON Income Tenants if all the occupc1.nts of a unit are students (as defined in Section 152(f)(2) of the Code) and any one of those students is not (1) a single pc1.rent living with his;her children; (2) a student receiving assistance under Title IV of the Social Security Act (Temporary Assistance for Needy Families); (3) a student enrolled in a job training program receiving assistance under theJ ob Training Partnership Act or under other sinilar Federal, State, or local laws; (4) a student who was previously under the care and placement responsibility of a foster care program (under pc1.rt B or E of Title IV of the Social Security A ct) or ( 5) a student who is married and fi I es a joint return. Single parents descri bed i n ( 1) abcwe may not be dependents of another individual and their children may not be dependents of another indvidual other than their pc1.rents. The determination of a tenant's status as a LON Income Tenant shal I be made b,t the BorrONer upon initial occupancy of a unit in the Prqject b,t such Tenant and annually thereafter and at any time the BorrONer has knONledge that the number of occupants in that unit has increased, on the basis of an Income Certification executed b,t the tenant.

"LON Income Units" means the units in the Prqject required to be rented to, or held available for occupancy b,t, LON I ncome Tenants pursuant to the Regulatory Agreement.

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"Net Proceeds" rreans the total proceeds derived from the issuance, sale and delivery of the Bands, representing the total purchase price of the Bands, including any preni um paid as i:art of the purchase price of the B ands, but excl udi ng the accrued i nterest, if any, on the Bands paid 0y the i ni ti al purchaser of the B ands.

"Prqject" means the Prqject Facilities and the Prqject Site.

"Prqject Costs" means, to the extent authorized 0y the Code, the Regulations, the Law and the Act, any and all costs incurred 0y the Borro.ver with respect to the acquisition and rehabilitation and the credit enhancerrent fees, if any, attributabie to the period of the rehabilitation of the Prqject, whether pc1id or incurred prior to or afterthe I nducerrent Date, including, without linitation, costs for site prei:aration, the planning of housing, related facilities and improverrents, the acquisition of property, the remcwal or demolition of existing structures, the construction or rehabilitation of housing and related facilities and i rnprwerrents, and al I other work i n connection there.vi th, i ncl udi ng Qual i fi ed Prqj ect Costs, and al I costs of financing, including, without limitation, the cost of consultant, accounting and legal services, other expenses necessary or incident to deternining the feasibility of the Prqject, contractors' and de.!eloper's overhead and supervisors' fees and costs directly allocable to the Prqject, administrative and other expenses necessary or incident to the Prqject and the financing thereof (including reirnburserrent to any municipc1lity, county or other entity or person for expenditures made forthe Prqject).

"Prqject Facilities" rreans the buildings, structures and other improverrents on the Prqject Site to be acquired, rehabilitated, constructed or irnprwed 0y the Borro.ver, and all fixtures and other property o.vned 0y the Borro.ver and located on, or used in connection with, such buildings, structures and other irnprwerrents constituting the Prqject. Prqject Facilities do not include retail sales facilities, leased office space, comrrercial facilities or recreational, fitness, i:arking or business facilities availabie to rrembers of the general publ i c.

"Prqject Site'' rreans the i:arcel or parcels of real property having the street address of 601 W. 4Clh Place, in the City of Los Angeles, California and all rights and appurtenances thereunto appertaining, as more i:articularly described in an exhibittothe Regulatory Agreerrent.

"Qualified Prqject Costs'' rreans the Prqject Costs (excluding issuance costs) incurred not earlier than the date 60 days prior to the I nducerrent Date which either constitute land or property of a character sul::iject to the allo.vance for depreciation under Section 167 of the Code, or are chargeabie to a capital account with respect to the Prqject for federal incorre tax and financial accounting purposes, or would be so chargeable either with a proper election 0y the Borro.ver or but for the proper election 0y the Borro.ver to deduct those amounts; prwi ded, ho.ve.1er, that only such portion of the interest accrued on the Bands during the rehabilitation of the Prqject shall constitute Qualified Prqject Costs as bears the sarre ratio to all such interest or fees, as applicable, as the Qualified Prqject Costs bear to all Prqject Costs; and provided further that interest accruing on or after the Completion Date shall not be Qualified Prqject Costs; and prwided finally that if any portion of the Prqject is being rehabilitated 0y the Borro.ver or an Affiliated Party (whether as a general contractor or a subcontractor), "Qualified Prqject Costs" shall include only (a) the actual out of pocket costs incurred 0y the Borro.ver or such Affiliated Party in rehabilitating the Prqject (or any portion thereof), (b) any reasonable fees for supervisory services actually rendered 0y the Borro.ver or such Affiliated Party (but excluding any profit component) and (c) any werhead expenses incurred 0y the Borro.ver or such Affiliated Party which are directly attributable to the work perforrred on the Prqject, and shall not include, for example, intercompany profits resulting from rrembers of an affiliated group (within the rreaning of Section 1504 of the Code) participlting in the rehabilitation of the Prqject or pc1yrrents received 0y such Affiliated Party due to early completion of the Prqject (or any portion thereof). Qualified Prqject Costs do not include Costs of Issuance. Notwithstanding anything in the Regulatory Agreerrent to the contrary, no Prqject Costs relating to the

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acquisition of the Prqject or any assets relating thereto (including, without I irritation, rights and interests with respect to developrrent of the Prqject) shall constitute "Qualified Prqject Costs'' unless, at the tirre Bond proceeds are expended to pay such costs, the B orro.ver and the sel I er of such assets are not " related parties" as such term is defined in Section 1.150-l(b) of the Regulations.

"Qualified Prqject Period" rreans the period beginning on the first day on which W36 of the d.velling units in the Prqject are first occupied and ending on the latest of (a) the date which is 15 years after the date on which 5036 of the d.velling units in the Prqject are first occupied, (b) the first date on which no Tax exerrpt private activity bond (as that phrase is used in Section 142(d)(2) of the Code) issued with respect to the Prqject is outstanding or (c) the date on which any assistance provided with respect to the Prqject under Section 8 of the Housing Act terminates. The CDLAC Conditions appiy for a period which, in some cases, exceeds the Qualified Prqject Period.

"Qualified Rehabilitation Expenditures" rreans any amount properly chargeable to the Prqject's capital account which is incurred no earlier than 60 days prior to the lnducerrent Date b,t the person acquiring the building or property (or additions or improverrents to property) or b,t the seller of the property under a sales contract between the Borro.ver and the seller of the Prqject to the Borro.ver in connection with the rehalbilitation of a building. In the case of an integrated operation contained in a building before its acquisition, such term includes rehabilitating existing equipment in such building or replacing it with equipment having substantially the sarre function. "Qualified Rehabilitation Expenditures" do not include any amount which is incurred after the date that is two years after the later of the date on which the building was acquired b,t the Borro.ver or the date on which the Bonds were issued. "Qualified Rehalbilitation Expenditures" do not include any expenditure described in Section 47(c)(2)(B) of the Code. All amounts constituting Qualified Rehabilitation Expenditures must be depreciated on a straight line basis over 27.5 years (unless otherwise provided in the Code).

"Regulations'' rreans the lncorre Tax Regulations promulgated or proposed (if deerred appropriate in the opinion of Bond Counsel) b,t the Departrrent of the Treasury pursuant to the Code from ti rre to ti rre.

"Rehabilitation Completion Certificate" rreans a written certification signed b,t an Authorized Borro.ver Representative confirming that prior to the date which is 24 months after the Closing Date, and that the Borro.ver has incurred Qualified Rehabilitation Expenditures with respect to the Prqject in an amount equal to or greater than 15% of the portion of the cost of acquiring the Prqj ect (exclusive of any acquisition costs attributabie to land) financed with the Net Proceeds of the Bonds.

''Taxability Event" rreans for the purposes of the Regulatory Agreerrent, either (a) refusal b,t the B orro.ver to consent to any arrendrrent or suppl errent thereto or to the I ndenture which, in the opinion of Bond Counsel, is necessary or ad.ii salbl e to mai ntai n the exclusion of i nterest on the B ands from gross incorre for federal income tax purposes; or (b) any of (i) the enactrrent of applicable legislation of which the Trustee has actual kno.vl edge, (ii) a fi nal j udgrrent or order of a court of ori gi nal or appel I ate jurisdiction of which the Trustee has actual kno.vledge, (iii) a final ruling or decision of the Internal Revenue Service of which the Trustee has actual kno.vledge or (iv) the filing with the Trustee of an opi ni on of B ond Counsel , in each case to the effect that the i nterest on the Bands ( other than i nterest on a Bond for any period during which such Bond is held b,t a "substantial user" of any facility financed with the proceeds of the Bonds or a "related person," as such terms are used in Section 147(a) of the Code) is includable in the gross incomes of all recipients thereof for federal income tax purposes. With respect to the foregoing, ajudgrrent or order of a court or a ruling or decision of the Internal Revenue Service shall be considered fi nal only if no appeal or action for j udi ci al review has been fi I ed and the ti rre for fi Ii ng such appeal has expi red.

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''Tax Certificate" means the Tax Certificate as to Arbitrage and the Prwisions of Sections 103 and 141 150 of the Internal Revenue Code of 1986 dated the Closing Date, executed and delivered b,t the Issuer and the B orrc:wer, as amended, rnodi fi ed, suppl errented or restated frorn ti rre to ti rre.

''Tax exerrpt" rreans, with respect to i nterest on any obi i gati ons of a state or I ocal governrrent, incl udi ng the B ands, that such i nterest is excluded frorn gross i ncorre for federal i ncorre tax purposes (otherthan interest on any Bond for any period during which such Bond is held b,t a "substantial user" of any facility financed with the proceeds of the Bonds or a "related person," as such terrns are used in Section 147(a) of the Code); provided, ho.vever, that such interest rnay be includable as an itern of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative rninirnurntax or environrrental tax, underthe Code.

''Trustee'' means U.S. Bank National Association, in its capacity as Trustee under the Indenture, together with its successors and assigns.

Residential Rental Property

The Borro.ver ackno.vledges and agrees that the Prqject is to be o.vned, managed and operated as a "qualified residential rental prqject'' (within the meaning of Section 142(d) of the Code) for a terrn equal to the Qualified Prqject Period. To that end, and for the Qualified Prqject Period, the Borro.ver represents, cwenants, warrants and agrees as fol Io.vs:

(a) The Prqject Facilities will be developed for the purpose of prwiding rnultifarnily residential rental property, and the Borro.ver will o.vn, rranage and operate the Prqject Facilities as a prqject to prwide rnultifanily residential rental property comprising a building or structure or several i nterrel ated bui I di ngs or structures, together with any functi anal ly related and subordinate facilities, and no other facilities in accordance with Section 142(d) of the Code and Section 1.103 8(b) of the Regulations, the Law and the Act, and in accordance with such requirerrents as rnay be imposed thereb{ on the Prqject frorn tirre to tirre. For purposes of this paragraph, the terrn "functionally related and subordinate facilities'' includes facilities for use b,t the tenants ( for exarnpl e, swi rnni ng pools, other recreati anal faci Ii ti es and parki ng areas) and other facilities which are reasonably required for the Prqject, for example, heating and cooling equipment, trash disposal equiprrent and units for resident rranagers and rraintenance personnel. Substantially all of the Prqject will contain such units and functionally related and subordinate faci Ii ti es.

(b) All of the d.velling units in the Prqject will be sinilarly constructed units, and each Lo.v lncorre Unit in the Prqject will contain complete separate and distinct facilities for living, sleeping, eating, cooking and sanitation for a single person or a farnily, including a sleeping area, bathi ng and sanitation faci Ii ti es and cooki ng faci Ii ti es equi pped with a cooki ng range and wen, a sink and a refrigerator. Each of the Accessible Housing Units shall also comply with the requirerrents set forth in an exhibit to the Regulatory Agreerrent. Notwithstanding the foregoing, a unit shall not fail to be treated as a residential unit rrerely because such unit is a single roorn occupancy unit within the rreaning of Section 42(i)(3)(B)(iv) of the Code even though such housing rray prwide eating, cooking and sanitation facilities on a shared basis.

(c) None of the d.velling units in the Prqject will at any tirre be utilized on a transient basis or will ever be used as a hotel, rnotel, dornitory, fraternity house, sorority house, rooni ng house, nursi ng horre, hospital, sani tari urn, rest horre or trai I er court or park. Notwithstanding the foregoing, single roorn occupancy units prwided under Section 42(i)(3)(B)(iv) of the Code shall not be considered to be utilized on a transient basis.

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(cl) No part of the Prqject will at any tirre be o.vned b,t a cooperative housing corporation, nor shal I the B orro.ver take any steps i n connection with a conversion to such o.vnership or uses. Other than filing a condominium map and a final subdivision map on the Prqject and obtaining a Final Subdivision Public Report from the California Departrrent of Real Estate, the Borro.ver shall not take any steps in connection with a conversion of the Prqject to condoni ni um o.vnershi p during the Qualified Prqj ect Period.

(e) All of the d.velling units (which shall not include any manager units) will be avai I able for rental on a continuous basis to rrembers of the general publ i c, and the B orro.ver wi 11 not give preference to any particular class or group in renting the d.velling units in the Prqject, except to the extent of the follo.ving: (1) any d.velling units are required to be leased or rented to Lo.v Income Tenants, (2) the requirerrents of any regulatory agreerrent executed between the Borro.ver and HUD or between the Borro.ver and a subordinate lender (including the Issuer), (3) the requirerrents of any Section 8 Housing Assistance Payrrents Contract with respect to the Prqject, (4) any preference Borro.ver gives to a class of persons permitted to be given preference pursuant to the Code, State law and other applicable federal law; and (5) Accessible Housing Units shall be made available to persons with disabilities as prwided in an exhibit to the Regulatory A greerrent.

(f) The Prqject Site consists of a parcel or parcels that are contiguous except for the interposition of a road, street or stream, and all of the Prqject Facilities comprise a single geographically and functionally integrated prqject for residential rental property, as evidenced b,t the o.vnership, managerrent, accounting and operation of the Prqject.

(g) No d.velling unit in the Prqject shall be occupied b,t the Borro.ver; prwided, ho.vever, that if the Prqject contains five or more d.velling units, this subsection shall not be construed to prohibit occupancy of not more than two d.vel Ii ng units b,t one or more resident managers or maintenance personnel any of whom may be the Borro.ver.

(h) The Prgect shall be maintained in confornity with the habitability and fire codes of the City of Los Angeles.

(i) The Prqject shall be managed in a manner consistent with prudent property managerrent standards and i n cornpl i ance with al I state and I ocal I aws, ordi nances and regulations rel ati ng thereto.

U) Should involuntary noncornpiiance with the p-wisions of Regulations Section 1.103--B(b) be caused b,t fire, seizure, requisition, foreclosure, transfer of title b,t deed in lieu of foreclosure, change in a federal law or an action of a federal agency afterthe Closing Date which prevents the Issuer from enforcing the requirerrents of the Regulations, or condemnation or si mi I ar event, the B orro.ver cwenants that, wi thi n a " reasonable period" deterni ned i n accordance with the Regulations, and sul::iject to the provisions of the Indenture and the Loan Agreerrent, it will either prepay the Loan or apply any proceeds received as a result of any of the preceding events to reconstruct the Prqject to rreet the requirerrents of Section 142(d) of the Code and the R egul ati ons.

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LON Income Tenants; Records and Reports

Pursuant to the requirements of the Code and the Issuer, the B orrONer represents, warrants and covenants as fol I ONs:

(a) The Prqject will be developed for the purpose of prwiding rnultifanily residential rental property, and the BorrONer will ONn, manage and operate the Prqject as a prqj ect to prwi de rnul ti fani ly residential rental property cornpri si ng a bui I ding or structure or se.1eral interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities in accordance with the Law and the Act, and in accordance with such requirements as may be imposed thereby on the Prqject from time to time. BorrONer certifies that on the Closing Date 5036 of d.velling units in the Prqject are occupied b,' tenants providing an Income Certification or other certification delivered in connection with a governmental housing subsidy program Based on the foregoing, the beginning date of the Qualified Prqject Period is the Closing Date and the earliest ending date of the Qualified Prqject Period is fifteen years afterthe Closing Date.

(b) Commencing on the first day of the Qualified Prqject Period, LON Income Tenants shal I occup,t at I east 2036 of al I comp! eted and occupied units in the Prqj ect ( excluding any units occupied b,' a property manager) before any additional units are occupied b,' persons who are not LON Income Tenants; and for the Qualified Prqject Period no less than 2036 of the total number of comp! eted units of the Prqj ect ( excluding any units occupied b,' a property manager) shall at all times be rented to and occupied b,' LON Income Tenants. For the purposes of this paragraph ( b) , a vacant unit which was most recently occupied b,' a LON I ncome Ten ant is treated as rented and occupied b,' a LON Income Tenant until reoccupied, other than for a temporary period of not more than 31 days, at which time the character of such unit shall be redeternined. In deternining whether the requirements of this paragraph (b) have been met, fractions of units shal I be treated as entire units.

( c) No tenant qual i fyi ng as a LON I ncome Tenant shal I be denied con ti nued occupancy of a unit in the Prqject because, after admission, such tenant's Aqjusted Income increases to exceed the qualifying Ii nit for LON Income Tenants; prwided, hONever, that should a LON I ncome Tenant's A qj usted I ncome, as of the most recent deterni nation thereof, exceed 14036 of the then applicable income Ii nit for a LON Income Tenant of the same family size, the next available unit of comparable or smaller size must be rented to (or held vacant and available for immediate occupancy b,') a LON Income Tenant; and prwided further that, until such next avai I able unit is rented to a tenant who is not a LON I ncome Ten ant, the former LON I ncome Tenant who has ceased to qualify as such shal I be deemed to conti nue to be a LON I ncome Tenant for purposes of the 2036 requirement of paragraph (b) under this caption (if applicable). If the Prqject consists of more than one building, this requirement shall apply on a building b,' building basis.

(cl) The BorrONer will obtain, complete and maintain on file Income Certifications from each LON I ncome Ten ant, i ncl udi ng ( i) an I ncome Certification or other certification delivered in connection with a governmental housing subsidy program dated no later than the day prior to the initial occupancy in the Prqject of such LON Income Tenant and, in the case of tenants residing in the Prqject as of the date of acquisition thereof (if applicable), dated no later than the day prior to the disbursement of Bond proceeds to fund acquisition and rehabilitation of the Prqject and (ii) thereafter, annual Income Certifications dated as of the anniversary date of each initial Income Certification or other certification delivered in connection with a governmental housing subsidy program. The BorrONer will obtain such additional information as may be

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required in the future 0y the State of California, 0y the Issuer and 0y Section 142(d) of the Code, as the sarre rray be arrended from ti rre to ti rre, or i n such other form and rranner as rray be requi red 0y appl i cable rules, rul i ngs, pol i ci es, procedures, R egul ati ons or other official staterrents prornul gated as of or after the date of the Regulatory A greerrent, proposed or made 0y the Departrrent of the Treasury orthe Internal Revenue Service with respect to obligations which are Tax exempt under Section 142(d) of the Code. A copy of the most recent Income Certification for LON Income Tenants cornrrencing or continuing occupation of a LON Income Unit (and not previously filed with the Issuer) shall be attached to the Certificate of Continuing Program Campi i ance which is to be fi I ed with the I ssuer no I ater than the fifteenth day of each month unti I such report i ndi cat es cornpl i ance with paragraph ( b) under this caption and thereafter the fifteenth of each January andJ uly unti I the end of the Qual i fi eel Prg ect Period. The B orrONer shal I rrake a good faith effort to verify that the i ncorre i nforrrati on prwi ded 0y an appl i cant i n an I ncome Certification is accurate 0y obtaining the acceptable forms of verification enurrerated in Chapter 3 of the most current, amended edition of HUD Handbook 4350.3, or such instruction 0y HUD that may supersede this handbook, and any addi ti anal docurrentati on that the I ssuer shal I deem relevant, such as the two most recent years' tax returns or other forms of independent verification satisfactory to the Issuer.

( e) The B orrONer wi 11 use its best efforts to rrai ntai n cornpl ete and accurate records pertaining to the LON lncorre Units, and will with reasonable notice permit any duly authorized representative of the Issuer, the Trustee, the Departrrent of the Treasury or the Internal Revenue Service to inspect the books and records of the B orrONer pertaining to the Prqj ect during regular business hours, including those records pertaining to the occupancy of the LON Income Units.

(f) The BorrONer will prepare and subnit to the Issuer and the Trustee, no laterthan the fifteenth day of each month follONing the receipt 0y the Trustee of the Rehabilitation Completion Certificate to and including the month in which such report indicates that 2036 of the occupied units (excluding any units occupied 0y a property rranager) are occupied 0y LON I ncorre Tenants, and thereafter no later than the fifteenth day of eachJ anuary andJ uly, until the end of the Qualified Prqject Period, a Certificate of Continuing Program Compliance executed 0y the BorrONer stating (i) the percentage of the dwelling units of the Prqject which were occupied or deerred occupi eel, pursuant to paragraph ( b) abOJe, 0y LON I ncome Tenants duri ng such period; (ii) that either (A) no unrerredied default has occurred under the Regulatory Agreerrent, or (B) a default has occurred, in which event the certificate shall describe the nature of the default in detail and set forth the rreasures being taken 0y the BorrONer to remedy such default; and (iii) that, to the knONledge of the BorrONer, no Taxability Event has occurred, or if a Taxability Event has occurred, seni ng forth al I rraterial facts relating thereto.

(g) On or before each February 15 during the Qualified Prqject Period, the BorrONer will submit to the Issuer a draft of the completed Internal Revenue Service Form 8703 or such other annual certification required 0y the Code to be subnined to the Secretary of the Treasury as to whether the Prqject continues to meet the requi rerrents of Section 142( cl) of the Code. On or before each March 31 during the Qualified Prqject Period the BorrONer will subnit such completed form to the Secretary of the Treasury, regardless of whether or not the Issuer has responded to such draft.

(h) Sul::iject to the requirerrents of any Section 8 Housing Assistance Payrrents Contract with respect to the Prqject, each lease or rental agreerrent pertaining to a LON Income Unit shall contain a prwision to the effect that the BorrONer has relied on the lncorre Certification and supporting inforrration supplied 0y the LON Income Tenant in deternining qualification for occupancy of the LON Income Unit and that any rraterial nisstaterrent in such

E-10

certification (whether or not intentional) will be cause for imrrediate ternination of such lease or rental agreerrent. Each such I ease or rental agreerrent shal I al so provide that the tenant's i ncome is sul::iject to annual certification in accordance with i:aragraph (c) abcwe and to recertification if the number of occui:ants in the units changes for any reason (other than the birth of a child to an occui:ant of such unit) and that if upon any such certification such tenant's Aqjusted Income exceeds 14036 of the then applicable income limit for a LON I ncorre Tenant of the sarre fanily size, such tenant may cease to qualify as a LON I ncorre Tenant, and such tenant's rent is sul::ij ect to increase. Notwithstanding anything in this i:aragraph (h) to the contrary, such tenant's rent may be increased only pursuant to paragraph (I) under the caption "Additional Requirerrents of the Issuer" bel ON.

(i) Pursuant to the CDLAC Conditions and for the entire term of the Regulatory Agreerrent, the Prqject shall consist of 135 units plus 2 manager units of which at least 41 qualified residential units shall be rented or held vacant for rental to persons or families whose income is at or belON 5036 of the area median income adjusted for fanily size and at least 76 residential units shall be rented cr held vacant for rental to persons or fanilies whose income is at or bel ON 6036 of the area rredi an i ncorre aqj usted for fani ly size as shONn in the chart bel ON:

Unit Type 5036 AMI

1 Bedroom 6

2 Bedroom 25

3 Bedroom 8

4Bedroom 2

5 Bedroom 0

Total 41

Tax-Exempt Status of the Bonds

6036 AMI

12

44

20

0

0

76

Manager (Unrestricted)

2

Total

18

70

29

2

0

119

The B orrONer and the Issuer make the fol I ONi ng representati ans, warranties and agreerrents for the benefit of the holders of the B ands from ti rre to ti rre:

(a) The BorrONer and the Issuer will not knONingly take or permit actions within their control, or onit to take or cause to be taken, as is appropriate, any action that would acwersely affect the Tax exempt nature of the interest on the Bonds and, if either should take or pernit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such acti ans or oni ssi ans promptly upon obtai ni ng knONI edge thereof, prwi ded that the B orrONer shal I not have violated these cwenants if the interest on the Bands becomes taxable to a person solely because such person is a "substantial user" of the Prqject or a" related person" within the meaning of Section 147(a) of the Code.

( b) The B orrONer and the Issuer wi 11 take such action or acti ans as may be necessary, in the written opinion of Bond Counsel filed with the Issuer and the Trustee, with a

E-11

COP{ to the Borrcwer, to corrply fully with all applicable rules, rulings, policies, procedures, R egul ati ons or other official staterrents prornul gated, proposed or made b,t the Depc1.rtrrent of the Treasury or the Internal Ra,enue Service pertaining to obligations the interest on which is Tax exempt under Section 142( cl) of the Code.

( c) The B orrcwer and the Issuer wi 11 fi I e or record such docurrents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the Issuer and the Trustee, with a COP{ to the Borro.ver, in order to insure that the requirerrents and restrictions of the Regulatory Agreerrent will be binding upon all o.vners of the Prqject, including, but not Ii ni ted to, the execution and recordati on of the Regulatory A greerrent i n the real property records of the County of Los Angel es.

(cl) The Borro.ver will not kno.vingly enter into any agreerrents which would result in the i:avrrent of pri nci pc1.I or interest on the Bands being "federally guaranteed' within the rreaningofSection 149(b) of the Code.

(e) Sul::iject to the prwisions described under the caption "Tenn'' belo.v, the B orro.ver cwenants to i ncl ude the requi rerrents and restrictions contai ned in the Regulatory Agreerrent in any docurrents transferring any interest in the Prqject prior to the expiration of the Qualified Prqject Period to another person to the end that such transferee has notice of, and is bound b{, such restrictions, and to obtain the agreerrent frorn any transferee to abide b,t all requirerrents and restrictions of the Regulatory Agreerrent; prwided, ho.va,er, that so long as any forrrer B orro.ver has no rerrai ni ng interest in the Prqj ect, such forrrer B orro.ver shal I have no obligation to monitor such transferee's cornpiiance with such restrictions, and such forrrer Borro.ver shall incur liability if such transferee fails to cornpiy with such restrictions only in proportion to its then rerraini ng interest.

(f) The B orro.ver and any related pc1.rty (as defined in Section 1.150-l(b) of the Regulations) thereto shall not acquire the Bonds in an arnount related to the arnount of the Loan.

Additional Requirements of the Act

In addition to certain requirerrents set forth in the Regulatory Agreerrent, and without liniting any additional requirerrents described under the caption "Additional Requirerrents of the Issuer" belo.v, during the Qualified Prqject Period, the Borro.ver and the Issuer agree to cornply with each of the requirerrents of the Act, and, without liniting the foregoing, the Borro.ver specifically agrees to cornpiy with each of the requirerrents set forth underthis caption, as folio.vs:

(a) As prwided in Section 52097.5 of the Act, not less than 2036 of the total nurnber of units in the Prqject (excluding any units occupied b,t a property rranager) shall be reserved for occupancy b,t tenants whose aqj usted gross i ncorne does not exceed 5036 of the rredi an gross i ncorre for the Area, aqj usted for fani ly size, as deterni ned pursuant to Section 8 of the H ousi ng Act.

(b) The rents pc1.id b,t the tenant for the units reserved pursuant to pc1.ragraph (a) under this caption (excluding any supplerrental rental assistance frornthe State, the federal gOJernrrent, or any other public agency to those occupants or on behalf of those units) shall not exceed the arnount derived b,t multiplying 3036 tirres 5036 of the rredian gross income for the Area, aqjusted for fanily size, as deternined pursuant to Section 8 of the Housing Act.

E-12

(c) During the Qualified Prqject Period the Borrcwer shall file Certificates of Continuing Program Corrpliance in the form and at the time required b,t plragraphs (cl) and (f) under the caption " LON I ncome Tenants; Records and Reports" abo.ie that shal I contain sufficient information to allON the Issuer to file any annual report required b,t the Act or pursuant to California Government Code Section 8855.5 and the BorrONer shall prwide to the California Debt and Investment AdJisory Comnission the annual report information required b,t Section 885 5( k) ( 1) unti I the I ater of the date the Bond is no I anger outstanding or the proceeds of the Bond have been fully spent.

( cl) No portion of the Bands shal I be used to finance the acqui si ti on, construction, rehabilitation, refinancing or development of commercial property for lease.

(e) The BorrONer shall not apply selection criteria to certificate holders under Section 8 of the United States Housing Act of 1937, as amended, that are more burdensome than the criteria applied to al I other prospective tenants.

(f) FollONing the expiration or ternination of the Qualified Prqject Period with respect to the Prqject, except in the event of foreclosure and rederrption of the Bonds, deed in lieu of foreclosure, eninent domain or action of a federal agency preventing enforcement, units required to be reserved for occupancy pursuant to the Regulatory Agreement shall remain available to any eligible household occup,ting a reserved unit at the date of expiration or termination, at a rent not greater than the amount set forth in (b) abo.ie, until the earliest of any of the fol I ONi ng occur:

(i) The household's income exceeds 14036 of the rrnxirnum eligible income specified in the Regulatory Agreement;

(ii) The household voluntarily mwes or is evicted for "good cause." "Good cause" for the purposes of this caption, means the nonpayment of rent or allegation of facts necessary to prwe major, or repeated minor, violations of material provisions of the occupancy agreement which detrimentally affect the health and safety of other persons or the structure, the fiscal integrity of the Prqject, or the purposes or special programs of the Prqject;

(iii) Thirty (30) years after the date of the commencement of the Qualified Prqj ect Peri ad relative to the Prqj ect; and

(iv) The BorrONer pays the relocation assistance and benefits to tenants as prwided in subdivision (b) of Section 7264 of the California Government Code.

(g) During the three years prior to expiration of the Qualified Prqject Period, the BorrONer shall continue to make available to LON Income Tenants reserved units that have been vacated to the same extent that nonreserved units are made available to tenants other than LON Income Tenants.

Notwithstanding Section 1461 of the California Civil Code, the provisions of the Regulatory Agreement shall run with the land and may be enforced either in law or in equity b,t any resident, local agency, entity or any other person adJersely affected b,t the BorrONer's failure to comply with the Regulatory Agreement.

E-13

Additional Requirements of the Issuer

In addition to, and not in derogation of, the requi rerrents set forth in the preceding and fol I ONi ng captions of this summary of the Regulatory Agreerrent, each of which is incorporated under this caption as a specific requirerrent of the Issuer, whether or not required b,t California or federal law, the BorrONer represents, warrants, cwenants and agrees as fol I ONs:

(a) The BorrONer shall promptly prwide to the Issuer such information with respect to the Prqject or the Bonds as the Issuer shall from tirre to tirre request. If available, the B orrONer shal I prwi de written notice to the I ssuer of receipt of a certificate of occupancy or other official authorization to occup,t the Prqj ect i mrredi ately upon recei pt.

(b) The LON Income Units shall be of corrp3.rable quality to all other units in the Prqject, shall be dispersed throughout the Prqject, and shall offer a range of size and number of bedrooms corrparabl e to those uni ts which are avai I able to other tenants; and LON I ncome Tenants shall have access to and enjO{rrent of all common areas and facilities of the Prqject on the sarre basis as tenants of other uni ts.

(c) The BorrONer agrees that it will not discriminate in the rental of units or in its errplO(rrent practices against any emplO{ee or applicant for emplO{rrent because of the applicant's race, rel i gi on, nati anal ori gi n, ancestry, sex, age, sexual orientation, gender identity/expression, transgender status, disability (except to give priority to persons with disabilities for occupc1.ncy of Accessible Housing Units), marital status, dorrestic plrtner status or medical condition. All contracts entered into b,t the BorrONer which relate to the Prqject shall contain a like prwision. The BorrONer shall corrply with the prwisions of Sections 10.8.2 and 10.8.4 of the Administrative Code of the Issuer, the provisions of which are incorporated b,t reference.

( cf) [ reserved]

(e) Forthe Qualified Prqject Period, the BorrONerwill comply with the prwisions of the Unruh Civil Rights Act, including, without limitation, Section 51.2 and, as applicable, Section 51.3 of the California Civil Code, as amended, and Sections 45.50 et seq. of the Los Angeles M uni ci pc1.I Code, as arrended.

(f) The lease to be utilized b,t the BorrONer in renting any residential units in the Prqject to LON Income Tenants shall prwide for ternination of the lease and consent b,t such person to imrrediate eviction, sul::iject to applicable provisions of California law, for any tenant who fails to qualify as a LON lncorre Tenant and who has made a material nisrepresentation on the I ncome Certification as to such tenant's qual i fi cation as a LON I ncome Ten ant. A 11 such leases shall contain clauses, among others, wherein each individual lessee (i) certifies the accuracy of the staterrents made in the lncorre Certification and (ii) agrees that the fanily income, fanily composition and other eligibility requirerrents shall be deerred substantial and material obligations of the lessee's tenancy; thatthe lessee will comply prorrptlywith all requests for information with respect thereto from the BorrONer or the Issuer; and that the lessee's failure to prwide accurate information in the Income Certification or refusal to corrply with a request for information with respect thereto shall be deerred a violation of a substantial obligation of the lessee's tenancy and shall be a default thereunder. Additionally, such lease shall contain prwi si ons inf orni ng any tenant of the possi bi Ii ty of rental pc1.yrrent increases in accordance with the terms of the Regulatory A greerrent.

E-14

(g) All lncorre Certifications will be rraintained on file at the Prqject or, with the prior written consent of the Issuer, at the principc1.I place of business of the BorrONer or the property rranager of the Prqject, so long as the Regulatory Agreerrent is in effect and for five years thereafter with respect to each LON lncorre Tenant who occupied a residential unit in the Prqject during the Qualified Prqject Period.

(h) The BorrONer will accept as tenants, on the sarre basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the Housing Act, or its successor. The BorrONer shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to al I other prospective tenants.

(i) The BorrONer shall subnit to the Issuer (i) at the tirres specified in pc1.ragraphs (cl) and (f) under the caption" LON Income Tenants; Records and Reports" above, a Certificate of Continuing Program Compliance, which shall include the inforrration called for therein, incl udi ng occupancy records for al I uni ts in the Prqj ect, and (ii) wi thi n 1 5 days after recei pt of a written request, any other inforrration or completed forms requested b,t the Issuer, in each case, in order to comply with reporting requirerrents of the Internal Revenue Service or the State of California, i ncl udi ng, without Ii ni tati on, i nforrrati on necessary for the I ssuer to fi I e any periodic report, or any other i nforrration concerning the Prqj ect as the Issuer rray reasonably request.

U) All workers perforning construction work for the Prqject emplO{ed b,t the B orrONer or b,t any contractor or subcontractor shal I be compensated i n an amount no I ess than the greater of (i) the general prevailing rate of per diem wages ("Prevailing Wages") as deternined pursuant to Labor Code Sections 1770-1781 and irnplerrenting regulations of the Departrrent of Industrial Relations, (ii) the general prevailing rate of per diem wages as deternined b,t the U.S. Labor Departrrent pursuant to the Davis-Bacon Act under 40 U.S.C.S. 3141-3148 and irnplerrenting regulations ("Davis-Bacon Wages"), if applicable; and (iii) the "Living Wage" as deternined b,t the policies and procedures of the City of Los Angeles. The BorrONer shall comply with all reporting and recordkeeping requirerrents of the City's prevailing wage policy. The BorrONer shall, and shall cause the contractors and subcontractors to, submit data and docurrents related to Prevai Ii ng Wages or Davi s-B aeon Wages, if applicable, using the LCP Tracker or comparable HCIDLA--apprwed program. The fee for the LCP Tracker, or coITTP3-rable HCIDLA--approved program, will be in the amount equal to Three One-Hundredths Percent (0.03%) of the total construction cost, which fee shall be paid in full to the City within 30 days of execution of the Regulatory A greerrent.

(k) The Issuer rray, at its option and at its expense, at any tirre appoint an adninistrator to adninister the Regulatory Agreerrent and to monitor perforrrance b,t the B orrONer of the terms, prwi si ons and requi rerrents thereof. Fol I ONi ng any such appoi ntrrent, the BorrONer shall comply with any request b,t the Issuer to deliver to such adninistrator, in addition to or instead of the Issuer, any reports, notices or other docurrents required to be delivered pursuant to the Regulatory Agreerrent, and upon reasonable notice to the BorrONer to rrake the Prqject and the books and records with respect thereto available for inspection during regular busi ness hours b,t such adni ni st rat or as an agent of the Issuer.

(I) If upon the annual certification or recertification required b,t pc1.ragraph (cl) under the caption " LON I ncome Tenants; Records and Reports" abOJe, a tenant's Adjusted I ncome exceeds 14036 of the then applicable income limit for a LON I ncorre Tenant of the same fanily size, all rental Ii nits under the Regulatory Agreerrent previously applicable to the unit occupied

E-15

for such tenant shall continue to apply until the next available unit is rented to a tenant who is a L cw I ncorre Tenant.

(rn) The Borro.ver shall give written notice to Lew lncorre Tenants at the follo.ving four points in ti rre:

(i) Upon initial rrove inAease execution, Borro.ver shall give written notice to all tenants of Lew lncorre Units of the duration of the rent restrictions under the Regulatory A greerrent. B orro.ver must rrai ntai n, in its fi I es, a cop,t of each notice contai ni ng each tenant' s signed ackno.vl edgerrent of the notice requi red under the Regulatory Agreerrent. The notice shall, at the least, contain language that the rent restrictions under the Regulatory Agreerrent shall be for a term equal to the later of the expiration of: (a) the Qualified Prqject Period; or (b) the CDLAC Conditions. Upon termination of the rent restriction period under the Regulatory A greerrent, rents rray be set at a rrarket rates unless otherwise restricted 0y some other legal, regulatory, or contractual requi rerrent.

(ii) Twelve months prior to the ternination of the rent restriction period under the Regulatory Agreerrent, Borro.ver must give written notice to its tenants of the ternination of the restrictions on the Lew lncorre Units before their rents rray be raised to market rent levels. The Borro.ver must also give written notice, pursuant to California Governrrent Code Section 65863.10, to the Mayor of the City of Los Angeles, the Housing Authority of the City of Los Angeles, the California Departrrent of Housing and Community Developrrent and the Los Angeles Housing and Community lnvestrrent Departrrent.

(iii) Six months prior to the termination of the rent restriction period under the Regulatory Agreerrent, Borro.ver must give written notice to its tenants of the terni nation of the restrictions on the L cw I ncorre U nits before their rents rray be raised to rrarket rent levels. Borro.ver must also give written notice, pursuant to California Governrrent Code Section 65863.10, to the Mayor of the City of Los Angeles, the Housing Authority of the City of Los Angeles, the California Departrrent of Housing and Community Developrrent and the Los Angeles Housing and Community lnvestrrent Departrrent.

( iv) Ni nety days prior to the termination of the rent restriction period under the Regulatory Agreerrent, Borro.ver must again give written notice to its tenants of the terni nation of the restrictions on the L cw I ncorre U nits before their rents rray be raised to rrarket rent I evel s.

Unless the Borro.ver rreets the requirerrents of California Gwernrrent Code 65863.13, pursuant to California Gwernrrent Code 65863.11, prior or concurrent with the twelve month notice referenced above in (ii), the Borro.ver must prwide notice of the opportunity to offer to purchase the assisted housing devel oprnent to al I qual i fi eel entities on the Ii st rrai ntai ned 0y the California Departrrent of Housing and Community Developrrent as well as to those qualified entities that contact the Borro.ver directly. The notice shall conform to the requirerrents of California Governrrent Code 65863.ll(h) and shall be sent to the entities 0y registered or certified, return receipt requested. The Borro.ver shall also post a cop,t of the notice in a conspicuous place in the common area of the Prqject.

E-16

(n) The Borro.ver shall, on the Closing Date, l'.0-Y to the Issuer its initial fee and thereafter l'.0-Y to the Issuer its ongoing fees with respect to the issuance of the Bonds. The Borro.ver shall pay the Issuer an initial fee imrrediately upon issuance of the Bonds equal to $53,570.56 (.25% of the aggregate maximum princii:al amount of the Bonds) issuable under the Indenture). In addition, the Borro.ver shall, as compensation for the Issuer's monitoring of the provisions of the Regulatory Agreerrent, l'.0-Y to the Issuer, seniannually in arrears prorated for the initial i:avrrent on the first day of eachJ anuary andJ uly comrrencingJ anuary 1, 2018, for the period from the date of issuance of the B ands through the I ater of: ( i) the end of the Qualified Prqject Period; or (ii) the termination of the CDLAC Conditions, prorated for the initial and any subsequent partial or over length period, a seniannual amount equal to: (A) during the period from the Closing Date to the date of pc1yrrent in full of the Bonds, one half of 0.125% of the maximum princii:al amount of the Bonds ($21,428,225) issuable under the Indenture, with a ninimum seniannual fee of $1,250 and (B) follo.ving the payrrent in full of the Bonds, $1,250, or such I esser amount as shal I be necessary i n the opi ni on of B and Counsel to preserve the exemption of interest on the Bonds from gross income for federal income tax purposes. Throughout the term of the Regulatory Agreerrent, the Trustee, or the Issuer, as applicable, shall provide an invoice to the B orro.ver at I east 30 days prior to the due date of each such pc1yrrent ( and if appi i cable, a cop,t of which shal I be provided to the I ssuer) and shal I col I ect such pc1yrrents from the Borro.ver and imrrediately remit such funds to the Issuer. Upon the prepc1yrrent of the Bonds in whole, prior to the later of: (i) the end of the Qualified Prqject Period; or (ii) the termination of the CDLAC Conditions, the Borro.ver shall, at its election, either: (A) i:av to the Issuer, on or before such pc1yrrent, an amount equal to the present value of the rerraining Issuer fees i:avable under the Regulatory Agreerrent, as calculated b,t the Issuer, using a discount rate equal to the yield on the date of prei:ayrrent on the United States treasury security maturing on the date nearest the later of: (1) the end of the Qualified Prqject Period; or (2) the ternination of the CDLAC Conditions, or such lesser amount as shall be necessary in the opinion of Bond Counsel to preserve the exemption of interest on the Bonds from gross incorre for federal i ncome tax purposes; or ( B) enter i nto a trustee agreerrent with a corporate trustee acceptable to the I ssuer requi ri ng the trustee appoi nted thereunder to bi 11 and col I ect from the B orro.ver and to pay the Issuer on an annual basis, in arrears on or before each J uly 1, the annual fee described above. The B orro.ver shal I bear the cost of such trustee through the term of the Regulatory A greerrent. The B orro.ver shal I not be required to l'.0-Y the fee described i n the preceding sentence if the Bonds are prepc1id in whole under circumstances which permit termination of the Regulatory A greerrent pursuant to the prwi si ons descri bed under the caption ''Term' belo.v.

( o) The B orro.ver shal I i:av to the Issuer a processing fee equal to: (A) prior to the pc1yrrent of the Bonds in full, the greater of: (i) $5,000; or (ii) 0.125% of the maximum principll amount of the Bands issuable under the I ndenture; and ( B) fol Io.vi ng the pc1yrrent of the B ands i n full, $5,000, plus any expenses incurred b,t the Issuer, including, without linitation, Bond Counsel, City attorney, Issuer attorney and financial acwisor fees, as a condition to the consideration and receipt of any consent, apprwal , arnendrrent, transfer or waiver requested of the Issuer with respect to the Prqject, the Prqject Site or the Bonds. The Issuer shall prwide an invoice directly to the B orro.ver for such amounts.

(p) The Borro.ver shall l'.0-Y the Issuer its then current fees in connection with any consent, apprwal, transfer, arrendrrent or waiver requested of the Issuer, together with any expenses incurred b,t the Issuer i n connection there.vi th.

E-17

(q) The Trustee shall report to the Issuer and the Borrcwer in writing seniannually, within 10 days of eachJ une 30 and Decerrber 31, the principc1.I amount of the Bonds outstanding as of such J une 30 or December 31, as appropriate.

(r) The Borro.ver shall prorrptly prwide the Issuer such information with respect to the Prqj ect or the Bands as the Issuer shal I from ti me to ti me request.

(s) The Borro.ver shall include the Issuer as an additional insured on all liability insurance policies relating to the Borro.ver or the Prqject.

(t) The Borro.ver shall not rent any Lew Income Unitto: (i) any individual who (A) holds an o.vnershi p interest in the B orro.ver, any general partner or member ( or o.vner of such general pc1.rtner or merrber) of the Borro.ver, (B) is an officer, board merrber, errplO{ee or agent of, or consultant to, the B orro.ver or any general partner or member thereof or o.vner of such general pc1.rtner or merrber or (C) is a developer of the Prqject (collectively, an "ONner;Developer"); (ii) any Immediate Family Member of an ONner;Developer ("Immediate Family Merrbers" consists of: (A) spouses; (B) children, (C) parents and grandpc1.rents, (D) siblings, (E) in-I.M's, including brother/sister in-law and mother;father in-law and son;tlaughter in law or (F) significant other or domestic partner); or (iii) any elected official or his or her spouse/partner, who pc1.rticipc1.ted in the deliberative process, vote or consideration of legislative action regarding the issuance of the Bonds or other loan in support of the Prqject, unless such person otherwise qualifies for tenancy under the Regulatory Agreement and such tenancy is approved in writing 0y the Issuer.

The Borro.ver shall include a certification in each tenant application that the applicant is not an ONner;Developer, an elected official who participated in the issuance of the Bonds or an Immediate Family Member thereof. The B orro.ver recognizes and agrees that the penalty for violation of the abcwe covenant shall be a fine of $5,000 per violation/per unit.

(u) Neither the Borro.ver nor any general pc1.rtner thereof shall issue any publicity release or other communication to any print, broadcast or on-line media, post any sign or in any other way identify the Issuer as the source of the financing prwided for the Prqject, without the prior written approval of the I ssuer (provided that nothing i n the Regulatory Agreement shal I prevent the B orro.ver or any general partner thereof from i denti fyi ng the I ssuer as the source of such fi nanci ng to the extent that the B orro.ver or any general pc1.rtner thereof is requi red to do so 0y di sci osure requirements applicable to publ i cly held compc1.ni es).

Any of the foregoing requirements of the Issuer may be expressly waived 0y the Issuer in writing in the Issuer's sole discretion, but (i) no waiver 0y the Issuer of any requirement under this caption shall, or shal I be deemed to, extend to or affect any other provision of the Regulatory Agreement, except to the extent the Issuer has received an opinion of Bond Counsel that any such prwision is not required 0y the Act or the Law and may be waived without adversely affecting the exclusion from gross income of interest on the Bonds for federal income tax purposes; and (ii) any requirement described under this caption shal I be void and of no force and effect if the I ssuer and the B orro.ver receive a written opi ni on of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Bonds to become includable in gross income for federal income tax purposes, if such opinion is accoITTP3-nied 0y a cop{ of a rul i ng from the I nternal Revenue Service to the same effect, or to the effect that cornpl i ance with such requirement would be in conflict with the Act or the Law.

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Modification of Cwenants

The Bommer, the Trustee and the Issuer agree as folio.vs:

(a) To the extent any amendments to the Law, the Act, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Borro.ver, i rrpose requirements upon the o.vnershi p or operation of the Prqj ect more restrictive than those i rrposed b,t the Regulatory Agreement i n order to rrai ntai n the Tax exempt status of i nterest on the Bonds, the Regulatory Agreement shall be deemed to be automatically amended, without the consent or apprwal of any other person, to impose such additi anal or more restrictive requirements. The parties to the Regulatory Agreement agree to execute such amendment thereto as shal I be necessary to document such autornati c amendment thereof.

(b) To the extent that the Law, the Act, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Borro.ver, irrpose requirements upon the o.vnership or operation of the Prqject less restrictive than irrposed b,t the Regulatory Agreement, the Regulatory Agreement rray be amended or modified to prwi de such I ess restrictive requirements but only b,t written amendment signed b,t the Issuer, the Trustee and the Borro.ver and apprwed b,t the written opinion of Bond Counsel to the effect that such amendment is pernitted b,t the Law and the Act and will not affect the Tax exempt status of interest on the Bands. The Issuer shal I be under no obi i gati on to agree to any such amendment, it being understood that each of the requirements of the Regulatory Agreement is a specific requirement of the Issuer, whether or not required b,t California or federal law.

(c) The Borro.ver, the Issuer and, if applicable, the Trustee shall execute, deliver and, if applicable, file or record any and all documents and instruments necessary to effectuate the intent of the provisions described under this caption, and the Issuer appoints the Trustee as its true and lawful attorney in fact to execute, deliver and, if applicable, file or record on behalf of the Issuer, as is applicable, any such document or instrument (in such form as rray be apprwed in writing b,t Bond Counsel) if the Issuer defaults in the performance of its obligations under this paragraph (c); provided, ho.vever, that unless directed in writing b,t the Issuer, the Trustee shall take no action under this paragraph (c) without first notifying the Issuer and without first prwi ding the Issuer an opp:irtunity to comply with the requirements described under this caption. Nothing in this paragraph (c) shall be construed to allo.v the Trustee to execute an amendment to the Regulatory Agreement on behalf of the Issuer.

Sale or Transfer of the Prqject; Equity Interests

The Borro.ver covenants and agrees not to voluntarily (which term shall not be interpreted to i ncl ude a for eel osure of any security for the Loan, the granti ng b,t the B orro.ver of a deed i n I i eu of foreclosure, or any other comparable conversion of the Loan) sell, transfer or otherwise dispose of the Prqject, or any p:irtion thereof (other than for individual tenant use as contemplated under this caption), equity interests in the Borro.ver aggregating more than 5036 of the equity interest in the Borro.ver, or any general partner interests in the Borro.ver, without obtaining the prior written consent of the Issuer, which consent shall not be unreasonably withheld b,t the Issuer and shall be given b,t the Issuer if (a) the Borro.ver is not in default under the Regulatory Agreement or the Loan Agreement; (b) the purchaser or assignee is not i n default under any obi i gati ons it may have to the I ssuer and is not the sul::ij ect of any I egal or enforcement acti ans b,t the Issuer, and the purchaser or assignee certifies that the conti nued operation of the Prqject will comply with the prwisions of the Regulatory Agreement; (c) evidence reasonably satisfactory to the Issuer is presented to establish that the purchaser or assignee is willing to comply and is

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cai:able of complying with the terms and conditions of the Regulatory Agreerrent; (cl) either (i) e.1idence satisfactory to the Issuer is presented to establish that the purchaser or assignee has at least three years' experience in the o.vnershi p, operation and rranagerrent of rental housi ng prqj ects, without any record of rraterial violations of discrimination restrictions or other state or federal laws or regulations applicable to such prqjects, (ii) the purchaser or assignee agrees to retain a property managerrent firm which the Issuer deternines has the experience and record described in sulxlause (i) abcwe, or (iii) the Issuer deternines that it has no reason to belie.1e that the purchaser or assignee is incai:able, financially or otherwise, of complying with, or may be unwilling to comply with, the terms of all agreerrents binding on such purchaser or assignee and relating to the Prqject; (e) the Issuer and the Trustee shall have received (i) with respect to any transfer of the Prqject, reasonable evidence satisfactory to the Issuer that the Borro.ver's purchaser ortransferee has assurred in writing and in full, the Borro.ver's duties and obligations underthe Regulatory Agreerrent and the Loan Agreerrent, (ii) with respect to any transfer of the Prqject to a new Borro.ver, an opinion of counsel to the transferee that the transferee has duly assumed the obligations of the B orro.ver under the Regulatory A greerrent and that such obi i gati ons and the Regulatory A greerrent are binding on the transferee, (iii) unless waived 0y the Issuer, an opinion of Bond Counsel that such transfer will not acwersely affect the Tax exempt nature of the interest on the Bonds, (iv) from the Borro.ver, a Certificate of Continuing Program Compliance (and a "bring do.vn" certificate, if necessary) current as of the date of transfer and (v) evidence satisfactory to the Issuer that the purchaser or assignee does not have pending against it, nor does it have a history of, building or fire code violations as identified 0y the Issuer, the State of California or federal regulatory agencies; (f) the purchaser or assignee complies with the prwisions of the Los Angeles Administrative Code Section 10.8.4, Affirrrative Action Program Provisions; (g) the Borro.ver or transferee pc1ys all costs of the transfer of title, including, but not limited to, the cost of rreeting the conditions specified under this caption; and (h) such other conditions are rret as the Issuer rray reasonably impose to assure compliance 0y the Prqject with the requirerrents of the Regulatory Agreerrent. It is expressly stipulated and agreed that, except for any such sale, transfer or disposition agreed to 0y the Issuer in a separate writing, any sale, transfer or other disposition of the Prqject in violation of the provisions described under this caption shall be null, void and without effect, shall cause a reversion of title to the Borro.ver, and shall be ineffective to relie.1e the Borro.ver of its obligations under the Regulatory Agreerrent. Upon any sale or other transfer which comp! i es with the Regulatory A greerrent, the B orro.ver shal I be ful ly rel eased from its obi i gati ons thereunder, but only to the extent such obligations have been assumed 0y the transferee of the Prqject, without the necessity of further docurrentation. Any transfer of the Prqject to any entity, whether or not affiliated with the Borro.ver, shall be sul::iject to the prwisions described underthis caption.

The Borro.ver ackno.vledges and recognizes that in addition to the abOJe requirerrents the consent of CDLAC, in the rranner and to the extent as rray at the tirre be required 0y CDLAC, among other parties, rray be required in connection with any transfer of the Prqject.

Notwithstanding anything to the contrary contained in the Regulatory Agreerrent, the respective interests of B orro.ver' s Ii ni ted partners shal I be transferable under the Regulatory A greerrent to any affiliate of the limited partners of Borro.ver, without the consent of the Issuer and;br Trustee but with prior written notice thereto. In addition to the abcwe requirerrents, the Borro.ver shall obtain the consent of CDLAC to any transfer of the Prqject in the manner and to the extent as rray atthe ti rre be required 0y CDLAC.

Term

The Regulatory Agreerrent and all and each of the prwisions thereof shall become effective upon its execution and delivery, and shall rerrain in full force and effect for the periods prwided therein and, except as otherwise provided under this caption shall terminate in its entirety at the end of the Qualified Prqject Period (or in the case of restrictions described under the caption "Requirerrents of CDLAC"

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belo.v at the tirres set forth in CDLAC Resolution No. 17-005, which irrposes restrictions for a term of at least 55 years), it being expressly agreed and understood that the provisions of the Regulatory Agreerrent are intended to survive the reti rerrent of the Bands, discharge of the Loan and terni nation of the I ndenture and the Loan A greerrent.

Notwithstanding the foregoing, the prwisions of the Regulatory Agreerrent relating to indemnification shall, in the case of the Trustee, survive the term of the Regulatory Agreerrent or the replacerrent of the Trustee, but only as to claims arising from events occurring during the term of the Regulatory Agreerrent or the Trustee's tenure as Trustee under the Indenture, and shall, in the case of the Issuer, survive the term of the Regulatory Agreerrent, but only as to claims arising from events occurring during the term of the Regulatory A greerrent.

The terms of the Regulatory Agreerrent to the contrary notwithstanding, the Regulatory Agreerrent and all the requirerrents set forth therein (except the provisions relating to indemnification) shall terninate and be of no further force and effect in the event of (a) involuntary noncompliance with the prwisions of the Regulatory Agreerrent caused 0y fire, seizure, requisition, change in a federal law or an action of a federal agency after the Closing Date which prevents the Issuer or the Trustee from enforcing the prwisions thereof, or (b) condemnation, foreclosure, delivery of a deed in lieu of foreclosure or a sinilar event, but only if, within a reasonable period thereafter, either the portion of the Bonds attributable to the affected portion of the Prqject is retired or amounts received as a consequence of such event are used to provide a prqj ect which rreets the requi rerrents of the Code set forth in the Regulatory Agreerrent and prwided that, in either case, an opinion of Bond Counsel (unless waived 0y the Issuer) is delivered to the Trustee to the effect that the exclusion from gross income for federal incorre tax purposes of interest on the Bonds will not be adversely affected there0y. The prwisions of the preceding sentence shall cease to apply and the requirerrents referred to therein shall be reinstated if, at any tirre during the Qualified Prqject Period after the ternination of such requirerrents as a result of involuntary noncompliance due to foreclosure, transfer of title 0y deed in lieu of foreclosure or sinilar event, the Borro.ver or any related party (within the rreaning of Section 1.150-l(b) of the Regulations) or a related person (defined in Section 1.103-lO(e) of the Regulations) obtains an o.vnership interest in the Prqject for tax purposes. The Borro.ver agrees that, follo.ving any foreclosure, transfer of title 0y deed in lieu of foreclosure or sinilar event, neither the Borro.ver nor any related party as described abOJe will obtain an o.vnership interest in the Prqject for tax purposes.

Upon the ternination of the Regulatory Agreerrent, the parties thereto agree to execute, deliver and record appropriate instrurrents of release and discharge of the terms thereof; prwided, ho.vever, that the execution and delivery of such i nstrurrents shal I not be necessary or a prerequisite to the terni nation of the Regulatory Agreerrent in accordance with its terms.

Default; Enforcement

If the B orro.ver defaults in the performance or observance of any cwenant, agreerrent or obligation of the Borro.ver set forth in the Regulatory Agreerrent, and if such default remains uncured for a period of 60 days after notice thereof shall have been given 0y the Issuer to the Borro.ver, then the Issuer shall declare an "Event of Default" to have occurred thereunder; prwided, ho.vever, that if the default stated in the notice is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default thereunder so long as (i) the Borro.ver institutes corrective action within said 60 days and diligently pursues such action until the default is corrected and (ii) in the opinion of Bond Counsel, the fai I ure to cure said default within 60 days wi 11 not adversely affect the Tax exempt status of interest on the Bonds. The Trustee consents to any correction of the default 0y the Issuer on behalf of the B orro.ver. The Issuer consents to any correction of a default on the part of the B orro.ver under the Regulatory Agreerrent made 0y the Borro.ver's linited partners on behalf of the Borro.ver

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within the tirre periods prwided underthis caption. Copies of any notices sent to the Borrcwer underthe Regulatory Agreerrent shall simultaneously be sent to BorrONer's linited i:artners at the address set in the Regulatory A greerrent.

Follo.ving the declaration of an Event of Default underthe Regulatory Agreerrent, the Trustee, as directed b,t the Issuer and sul::iject to the prwisions of the Indenture relative to the Trustee's duty to exercise rerredies generally, orthe Issuer may, at its option, take any one or more of the follONing steps:

( a) b,t rrandarnus or other suit, action or proceedi ng at I aw or i n equity, incl udi ng injunctive relief, require the BorrONer to perform its obligations and covenants under the Regulatory Agreerrent or enjoin any acts or things which rray be unlawful or in violation of the rights of the Issuer or the Trustee thereunder;

( b) have access to and i nspect, exani ne and rrake copies of al I or a portion of the books and records of the B orrONer pertai ni ng to the Prqj ect; and

( c) take such other action at I aw or in equity as rray appear necessary or desirable to enforce the obligations, cwenants and agreerrents of the BorrONer under the Regulatory A greerrent.

During the Qualified Prqject Period, the BorrONer grants to the Issuer the option, upon either (a) the expiration of 60 days after the giving of the notice to the B orrONer referred to in the first i:aragraph underthis caption of the BorrONer's default under the Regulatory Agreerrent or (b) the vacancy of a LON I ncorre Unit for more than six months and the subni ssi on b,t the Issuer to the B orrONer during such six month or I anger period of at I east five proposed tenants which rreet the qual i fi cati ans of LON I ncome Tenants and the qualifications of a reasonable landlord, to lease upto 2036 of the units in the Prqject for a rental of $1. 00 per unit per year for the sole purpose of subleasing such uni ts to LON I ncome Ten ants for a period of not less than six months, but only to the extent necessary to comply with the provisions of the Regulatory Agreerrent and to insure full occui:ancy of the LON Income Units. The option granted in the preceding sentence shall be effective only if the BorrONer or the Trustee has not instituted corrective action before the end of such 60 day period referenced in (a) above, or the BorrONer has not rented the unit duri ng the six month or I anger period referenced i n ( b) above, to a qual i fi ed LON I ncorre Ten ant. The option and any leases to the Issuer under this prwision shall terninate with respect to each default upon the achieverrent, b,t the BorrONer, the Trustee or the Issuer, of compiiance with the requirerrents of the Regulatory Agreerrent, and any subleases entered into pursuanttothe Issuer's option shall be deerred to be leases from the BorrONer. The Issuer shall make diligent effort, but shall not be required, to rent LON Income Units to LON Income Tenants at the highest rents practicable, sul::iject to the limits set forth under the captions ''Tax-Exempt Status of the Bonds," "Additional Requirerrents of the Act" and "Addi ti anal R equi rerrents of the I ssuer" abOJe. Any rental pli d under any such sublease shal I be pc1i d to the B orrONer after the Issuer has been reimbursed for any reasonable expenses incurred in connection with such sublease, prwided that, if the BorrONer is in default under the Loan Agreerrent, such rental shall be plid to the Trustee for credit against pc1yrrents due under the Loan Agreerrent. The Trustee shall have the right, as directed b,t the Issuer, in accordance with the prwisions described under this caption and the prwi si ans of the I ndenture, to exercise any or al I of the rights or rerredi es of the Issuer under the Regulatory Agreerrent, prwided that prior to taking any such action the Trustee shall give the Issuer written notice of its intended action. All reasonable fees, costs and expenses of the Issuer and the Trustee incurred in taking any action pursuant to the provisions descri bed under this caption shal I be the sole responsi bi I ity of the B orrONer.

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Afterthe Indenture has been discharged, the Issuer rray act on its o.vn behalf to declare an" Event of Default" to have occurred and to take any one or more of the steps specified abcwe to the sarre extent and with the sarre effect as if taken 0y the Trustee.

The obligations of the Borro.ver underthe Regulatory Agreerrent are not secured 0y a lien on the Prqject and the Loan shall not be accelerated as a result of any default under the Regulatory Agreerrent. The Borro.ver agrees that specific enforcerrent of the Borro.ver's agreerrents contained in the Regulatory Agreerrent is the only rreans 0y which the Issuer rray obtain the benefits of such agreerrents rrade 0y the B orro.ver therei n and the B orro.ver therefore agrees to the i mposi ti on of the rerredy of specific perforrrance against it in the case of any default 0y the Borro.ver thereunder.

The occurrence of a Taxability Event shall not, in and of itself, constitute a default under the Regulatory Agreerrent.

Amendments

Except as described under the caption "Requirerrents of CDLAC" belo.v, the Regulatory Agreerrent shall be amended only 0y a written instrurrent executed 0y the i:arties thereto or their successors in title, and duly recorded in the real property records of the County of Los Angeles, California, and only upon receipt 0y the Issuer of an opinion from Bond Counsel that such arrendrrent will not acwersely affect the Tax exempt status of interest on the Bonds and is not contrary to the prwisions of the Law or the Act and with the written consent of the Trustee.

The Issuer, the Trustee and the Borro.ver agree to arrend the Regulatory Agreerrent to the extent required, in the opinion of Bond Counsel (sul::iject to the apprwal of the City Attorney of the Issuer), in order that interest on the Bands remains Tax exempt. The i:artv or i:arti es requesting such arrendrrent shal I notify the other i:arti es to the Regulatory A greerrent of the proposed arnendrrent, with a copy of such requested arrendrrent to Bond Counsel and the City Attorney of the Issuer and a request that such Bond Counsel render to the Issuer an opinion as to the effect of such proposed arrendrrent upon the Tax exempt status of interest on the Bands.

Requirements of CDLAC

I n addition to other requi rerrents set forth i n the Regulatory A greerrent and to the extent not prohibited 0y the requirerrents of the Regulatory Agreerrent, the Borro.ver agrees to comply with each of the follo.ving requirerrents of CDLAC:

(a) the conditions set forth in Exhibit A to CDLAC Resolution No. 17--005, adopted onJ anuary 18, 2017 (the "CDLAC Conditions"), as they rray be modified or arrended fromtirre to ti rre, which conditions are incorporated in the Regulatory A greerrent 0y reference and made a part thereof and are attached thereto as an exhibit. Such requirerrents will rerrain effective for the period specified in the CDLAC Conditions, unless the Regulatory Agreerrent shall terninate as otherwise prwided abOJe under the caption "Term'' abOJe.

(b) The Borro.ver ackno.vledges that the Issuer will monitor the Borro.ver's compliance with the terms of the CDLAC Conditions. The Borro.ver agrees to cooperate fully with the Issuer in connection with such monitoring and reporting requirerrents as prwided therein. Compliance with the terms of the CDLAC Conditions not contained within the Regulatory Agreerrent, but referred to in the CDLAC Conditions are the responsibility of the B orro.ver to report to the Issuer.

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(i) The Bommer will prepare and deliver a Certificate of CDLAC Program Compliance pursuant to the terms of the CDLAC Conditions. The Bommer agrees to prepc1.re and subnit to the Issuer, not later than January 15 of each year, and the Issuer agrees to subnit to CDLAC, not later than March 1 of each year, until the Bommer has submitted to the Issuer a Rehabilitation Corrpletion Certificate, and on March 1 every three years thereafter (such that the next succeeding year shall be the beginning of each such three year period) until the end of the term of the CDLAC Conditions, a Certificate of CDLAC Program Compliance, in substantially the form attached as an exhibit to the Regulatory Agreement, executed b,t an Authorized Borro.ver Representative.

(ii) The Borro.ver shall prepc1.re and deliver a Self-Certification Certificate pursuant to the terms of the CDLAC Conditions. The Borro.ver ackno.vledges that the B orro.ver wi II prepc1.re and subnit to the Issuer, not later than January 15 of each year, and the Issuer will submit to CDLAC, not later than March 1 of each year, until the Borro.ver has submitted to the Issuer a Rehabilitation Completion Certificate, and on M arch 1 every three years thereafter ( such that the next succeeding year shal I be the beginning of each such three year period) unti I the end of the term of the CDLAC Conditions, a Self-Certification Certificate in the form prwided b,t CDLAC.

(iii) Within 30 days follo.ving the completion of rehabilitation of the Prqject, the Borro.verwill prepc1.re and subnit to the Issuer, Trustee and CDLAC, a Rehabilitation Corrpletion Certificate.

(c) Except as otherwise described above under "Term'', the Regulatory Agreement will terninate on the date at least 55 years after the date on which at least fifty percent (5036) of the units in the Prqject are first occupied or such later date as the Qualified Prqject Period shall begin, as required b,t the CDLAC Conditions.

(cl) The Borro.ver will notify CDLAC in writing of: (i) any change in o.vnership of the Prqject, (ii) any change in the issuer of the Bonds, (iii) any change in the name of the Prqject or the Prqject manager; (iv) any default under the Indenture, the Loan Agreement or the Regulatory Agreement; or (v) ternination of the Regulatory Agreement.

(e) Any of the foregoing requirements of the CDLAC may be expressly waived b,t CDLAC, in its sole discretion, in writing, but (i) no waiver b,t CDLAC of any requirement described under this caption shall, or shall be deemed to, extend to or affect any other provision of the Regulatory Agreement except to the extent the Issuer has received an opinion of Bond Counsel that any such prwision is not required b,t the Code, the Act and the Law and may be waived without acwersely affecting the exclusion from gross income of interest on the Bonds for federal income tax purposes; and (ii) any requirement described under this caption shall be void and of no force and effect if the Issuer and the Borro.ver receive a written opinion of Bond Counsel to the effect that corrpliance with any such requirement would cause interest on the Bonds to cease to be tax-exempt or to the effect that compliance with such requirement would be in conflict with the Code, the Act, the Law or any other state or federal law.

(f) CDLAC is intended to be and will be third plrty beneficiary of the Regulatory Agreement, and CDLAC will have the right (but not the obligation) to enforce, sepc1.rately or j oi ntly with the I ssuer and/or the Trustee or to cause the Issuer or the Trustee to enforce, the prwisions described under this caption and to pursue an action for specific performance of such prwi si ans or other avai I able remedy at I aw or in equity as descri bed above under the caption "Default; Enforcement," prwi ded that any such action or remedy shal I not materially acwersely

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affect the interests and rights of the Bondholders and shall otherwise be sul::iject to the terms, conditions and limitations applicable to the enforcement of remedies under the Regulatory Agreement.

(g) CDLAC shall have the right, but not the obligation, to deliver revised CDLAC Conditions to the Borro.ver after the Closing Date, at any time, that are not more restrictive than the original CDLAC Conditions; prwided ho.vever, that, with the prior written consent of the Bondholders, which will not be unreasonably withheld: (i) any changes in the terms and conditions of the CDLAC Conditions prior to the recordation against the Prqject in the real property records of the County of a regulatory agreement between the B orro.ver and the California Tax Credit Allocation Comninee (''TCAC Regulatory Agreement") shall be linited to such changes as are necessary to correct any factual errors or to otherwise conform the CDLAC Conditions to any change in facts or circumstances applicable to the B orro.ver or the Prqj ect; and (ii) after recordati on of the T CA C Regulatory Agreement, any changes i n the terms and conditions of the CDLAC Conditions shall be limited to such changes as are necessary to conform Items 1, 6, 7, 10, 11, 12, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26 and/or 37 of Exhil:it A to the CDLAC Conditions to any change in terms and conditions requested b,t the B orro.ver and app-wed b,t CDLAC. The B orro.ver agrees to record or cause to be recorded in the real property records of the County of Los Angeles, California, an amendment to the Regulatory Agreement containing such revised CDLAC Conditions, executed b,t the parties to the Regulatory Agreement or their successor in title, and pay any expenses in connection there.vith. The Borro.ver shall prwide CDLAC with a cop,t of that recorded amendment reflecting the revised CDLAC Conditions.

In the event of any conflict between the Regulatory Agreement and the CDLAC Conditions, the most restrictive requi rement shal I govern.

HUD Rider

I n the event of any con fl i ct between any prwi si on contai ned el se.vhere i n the Regulatory Agreement and any prwision contained in the HUD Rider to the Regulatory Agreement (the "HUD Rider") , the prwi si ons contai ned i n the HU D Rider shal I govern and be control Ii ng in al I respects as set forth more fully bel o.v.

The follo.ving terms shall have the follo.ving definitions:

" Code" means the I nternal Revenue Code of 1986, as amended.

"HUD" means the United States Department of Housing and Urban Development.

"HUD Regulatory Agreement" means the Regulatory Agreement for Multifanily Prqjects between Borro.ver and HUD with respect to the Prqject, as the same may be supplemented, amended or modified from time to time.

"Lender" means PNC Bank, N.A., its successors and assigns.

" Mortgage Loan" means the mortgage I oan made b,t Lender to the B orro.ver pursuant to the Mortgage Loan Documents with respect to the Prqject.

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"Mortgage Loan Docurrents" rreans the Security lnstrurrent, the HUD Regulatory Ag-eerrent and all other docurrents required b,t HUD or Lender in connection with the Mortgage Loan.

"National Housing Act" rreans the National Housing Act of 1934, as arrended.

"Program Obligations" has the rreaning set forth in the Security I nstrurrent.

"Residual Receipts" has the rreaning set forth in the Program Obligations.

"Security I nstrurrent'' rreans the mortgage or deed of trust from B orro.ver in favor of Lender, as the sarre may be supplerrented, arrended or modified.

"Surplus Cash" has the meaning specified in the HUD Regulatory Agreerrent.

Notwithstanding anything in the Regulatory Agreerrent to the contrary, with the exception of the requirerrents of 26 U.S.C. 42(h)(6)(E)(ii), the provisions of the HUD Rider are expressly subordinate to (i) the Mortgage Loan Docurrents, including, without I irritation, the Security lnstrurrent and (ii) Program Obligations (the Mortgage Loan Docurrents and Prag-am Obligations are collectively referred to as the "HUD Requirerrents"). Borro.ver cwenants that it will nottake or perrrit any action that would result in a violation of the Code, HUD Requirerrents or the Regulatory Agreerrent. In the event of any conflict between the provisions of the Regulatory A greerrent and the prwi si ons of the HU D R equi rerrents, HU D shall be and remains entitled to enforce the HUD Requirerrents. Notwithstanding the foregoing, nothing in the HUD Rider limits the Issuer's ability to enforce the terms of the Regulatory Agreerrent, prwided such terms do not con fl i ct with statutory provisions of the Nati anal H ousi ng A ct or the regulations related thereto. The Borro.ver represents and warrants that to the best of Borro.ver's kno.vledge the Regulatory A greerrent i rrposes no terms or requi rerrents that con fl i ct with the Nati anal H ousi ng A ct and related regulations.

In accordance with 26 U.S.C. 42(h)(6)(E)(i)(I), in the event of foreclosure (or deed in lieu of foreclosure), the Regulatory Agreerrent (including without I irritation, any and all land use cwenants and;br restrictions contained in the HUD Rider) shall automatically terminate, with the exception of the requirerrents of 26 U.S.C. 42(h)(6)(E)(ii) abOJe to the extent applicable, or as otherwise apprwed b,t HUD.

Borro.ver, Trustee and the Issuer ackno.vledge that Borro.ver's failure to comply with the cwenants prwi ded i n the Regulatory A greerrent does not and shal I not serve as a basis for default under the HUD Requirerrents, unless a default also arises underthe HUD Requirerrents.

Except for the I ssuer' s reporti ng requi rerrent, i n enforci ng the Regulatory A greerrent neither the I ssuer nor the Trustee wi 11 fi I e any cl ai m against the Prqj ect or the Mortgage Loan proceeds, any reserve or deposit required b,t HUD in connection with the Security lnstrurrent or HUD Regulatory Agreerrent, or the rents or other i ncorre from the property other than a cl ai m agai nst:

a. A vai I able surplus cash, if the B orro.ver is a for--profi t entity;

b. Available distributions and Residual Receipts authorized for release b,t HUD, if the Borro.ver is a lirrited distribution entity;

c. entity; or

Available Residual Receipts authorized b,t HUD, if the Borro.ver is a nonprofit

E-26

d. A HUD--apprwed collateral assignrrent of any HAP contract.

For so I ong as the Mortgage Loan is outstandi ng, B orro.ver and I ssuer shal I not further arrend the Regulatory Agreerrent, with the exception of clerical errors or administrative correction of non­substantive matters, without HU D's priorwrinen consent.

Sul::iject to the HUD Regulatory Agreerrent, the Issuer and Trustee may require the Borro.ver to i ndernni fy and hold the I ssuer and Trustee harm ess from al I I oss, cost, damage and expense arising from any claim or proceeding instituted against Issuer or Trustee relating to the subordination and cwenants set forth in the Regulatory Agreerrent, prwided, ho.vever, that Borro.ver's obligation to indemnify and hold the Issuer and Trustee harniess shall be limited to available surplus cash and;br Residual Receipts of the B orro.ver.

No action shal I be taken i n accordance with the rights granted i n the HU D Rider to preserve the tax exerrpti on of the interest on the notes or bonds, or prohi bi ti ng the o.vner from taki ng any action that mightjeop3.rdize the tax-€Xerrption, except in strict accord with Program Obligations.

[Remainder of Page Intentionally Left Blank]

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APPENDIX F

FORM OF CONTINUING DISCLOSURE AGREEMENT

$11, 100,000 City of Los Angeles

Multifamily Housing Revenue Bonds (Gilbert Lindsay Apartments)

Series 2016R-1

This Continuing Disclosure Agreement, dated as of July 1, 2017 (this "Continuing Disclosure Agreement''), is executed and delivered b,t Gilbert Lindsay Housing LP, a California linited partnership (the "Borro.ver") and U.S. Bank National Association, as dissenination agent (the "Dissenination Agent'') for the abcwe--captioned bonds (the "Bonds"). The Bonds are being issued pursuant to a Trust Indenture, dated as of July 1, 2017 (the "Indenture'') between the City of Los Angeles (the" Issuer") and U.S. Bank National Association, as trustee (the "Trustee"). Pursuant to the Indenture and the Loan Agreement dated as of July 1, 2017 (the" Loan Agreement"), the Dissenination Agent and the Borro.ver covenant and agree as fol Io.vs:

Section 1. Purpose of the Continuing Disclosure Agreement. This Continuing Disclosure Agreement is being executed and delivered b,t the Borro.ver and the Dissemination Agent for the benefit of the Holders and in order to assist the Underwriter in corrplying with the Rule (defined belo.v). The B orro.ver and the Di sseni nation A gent ackno.vl edge thatthe Issuer has undertaken no responsi bi Ii ty with respect to any reports, notices or disclosures provided or required under this Continuing Disclosure Agreement, and has no liability to any Person, including any holder of the Bonds or Beneficial owner, with respect to any such reports, notices or disclosures.

Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section, the follo.ving capitalized terms shall have the follo.ving meanings:

"Annual Report'' shall mean any Annual Report prwided b,t the Borro.ver pursuant to, and as described in, Sections 3 and 4 of this Continuing Disclosure Agreement.

"Audited Financial Statements" means, in the case of the Borro.ver, the annual audited financial statements of the Borro.ver prepared in accordance with generally accepted accounting principles, if any.

"Beneficial OWner" shall mean any Person which (a) has the po.ver, directly or indirectly, tovote or consent with respect to, or to dispose of o.vnership of, any Bonds (including Persons holding Bonds through noninees, depositories or other intermediaries), or (b) is treated as the o.vner of any Bonds for federal i ncorne tax purposes.

"Disclosure Representative" shall mean, with respect to the Borro.ver, the administrator of the Prqject or his or her designee, or such other Person as the Borro.ver shall designate in writing to the Di sseni nation A gent from ti me to ti me.

"Dissenination Agent'' shall mean U.S. Bank National Association, acting in its capacity as Dissenination Agent hereunder, or any successor Dissenination Agent designated in writing b,t the Borro.ver and which has filed with the Trustee a written acceptance of such designation.

"Material Events" shall mean any of the events listed in Section 5(a) of this Continuing Di sci osure A greerrent.

"MSRB" means the Municipc1.I Securities Rulerraking Board established pursuant to Section 15B(b)(l) of the Securities Exchange Act of 1934. All docurrents prwided to the MSRB shall be in an electronic forrrat and accorrpanied 0y identifying inforrration, as prescribed 0y the MSRB. Initially, all docurrent subnissions to the MSRB pursuant to this Continuing Disclosure Agreerrent shall use the M SRB' s Electronic Municipal Market Access (EM MA) system at www.emma.msrb.org.

"Rule" means Rule 15c2-12(b)(5) adopted 0y the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the sarre rray be arrended fromtirre totirre.

"Underwiter" rreans Citigroup Global Markets Inc.

Section 3. Prwision of Annual Reports. (a) The Borro.ver will, or will cause the Dissenination Agent to, not later than 180 days follo.ving the end of the Borro.ver's fiscal year, comrrencing with the fiscal year ending in 2017, prwide to the MSRB an Annual Report which is consistent with the requirerrents described belo.v. No later than 15 Business Days prior to said date, the B orro.ver wi 11 prwi de the Annual Report to the Di ssemi nation A gent and the Trustee (if the Trustee is not the Disseninatiai Agent). In each case, the Annual Report of the Borro.ver rray be subnitted as a single docurrent or as separate docurrents comprising a pc1.ckage and rray cross reference other inforrration, prwided that the audited financial staterrents for the prior calendar year of the Borro.ver rray be subni tted separately from the balance of its Annual Report.

(b) If 0y 15 Business Days prior to the date specified in subsection (a) for prwiding an Annual Rep:irt to the MSRB, the Dissemination Agent has not received a copy of the Annual Report, the Dissenination Agent will contact the Disclosure Representative to deternine if the Borro.ver is in corrpliancewith subsection (a).

(c) If the Dissemination Agent is unable to verify that an Annual Rep:irt has been prwided to the MSRB 0y the date required in subsection (a), the Dissenination Agent will send a notice to the MSRB in substantially the form attached as Exhibit B to this Continuing DisclosureAgreerrent.

(cl) The Dissemination Agent will file a report with the Borro.ver and (if the Dissemination A gent is not the Trustee) the Trustee certi fyi ng that the Annual Report has been prwi ded pursuant to this Continuing DisclosureAgreerrent, stating the date it was provided.

Section 4. Content of Annual Reports. The Borro.ver's Annual Report will contain or incorporate 0y reference the financial inforrration or operating data with respect to the Prqject, prwided at least annually, of the type included in Exhibit A hereto, which Annual Report rray, but is not required to, include Audited Financial Staterrents. If the Borro.ver's audited financial staterrents are not available 0y the tirre the Annual Report is required to be filed, the Annual Report will contain unaudited financial staterrents in a forrrat si mi I ar to the financial staterrents contained in the final Official Staterrent, and the audited financial staterrents will be filed in the sarre rranner as the Annual Rep:irt when they becorre available.

Any or all of the items listed above may be incorporated 0y reference from other docurrents, including official staterrents of debt issues with respect to which the B orro.ver is an "Obi i gated Person" (as defined 0y the Rule), which have been filed with the MSRB. The Borro.verwill clearly identify each such other docurrent so incorporated 0y reference.

F-2

Section 5. Reporting of Material Events. (a) This Section Sshall governthegivingofnotices of the occurrence of any of the follo.ving events (each, a" Material Event''):

(i) Principc1.I and interest pc1.yment delinquencies;

(ii) N on--p3.yment related defaults, if rrateri al ;

(iii) Unscheduled cir.M's on debt service reserves reflecting financial difficulty;

( iv) U nschedul ed cir.M's on credit enhancements reflecting financial difficulty;

(v) Substitution of credit or liquidity providers, or their failure to perform;

(vi) AdJerse tax opinions, the issuance b,t the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Forrn 5701-TEB) or other rraterial notices or determinations with respect to the tax status of the Bonds, or other rraterial events affecting the tax status of the Bands;

(vii) Modifications to rights of Holders, if rraterial;

(viii) Bond calls, if rraterial, and tender offers;

(ix) Defeasances;

(x) Release, substitution or sale of property securing repc1.yment of the Bonds, if rraterial;

(xi) Rating changes;

(xii) Bankruptcy, insolvency, receivership or sinilar event of the Borro.ver. For purposes of this clause (xii), any such event shal I be considered to have occurred when any of the follo.ving occur: the appointment of a receiver, fiscal agent or sinilar officer for the Borro.ver in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumedjurisdiction wer substantially all of the assets or busi ness of the B orro.ver, or if such j uri sdi cti on has been assumed b,t I eavi ng the existing governing body and officials or officers in possession but sul::iject to the supervision and orders of a court or governmental authority, or the entry of an order confi rrni ng a pl an of reorganization, arrangement or Ii qui dati on b,t a court or governmental authority having supervision or jurisdiction wer substantially all of the assets or business of the Borro.ver;

(xiii) The consurnrration of a merger, consolidation, or acquisition involving the Borro.ver or the sale of all or substantially all of the assets of the Borro.ver, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the ternination of a definitive agreement relating to any such actions, other than pursuant to its terms, if rrateri al; and

(xiv) Appointment of a successor or additional trustee or pc1.ying agent or the change of the name of a trustee or pc1.yi ng agent, if rrateri al .

(b) The Borro.ver shall, within seven (7) Business Days of the occurrence of any of the Material Events, notify the Dissenination Agent in writing to report the event pursuant to subsection (c)

F-3

of this Section 5. In determining the materiality of any of the Material Events specified in clauses (ii), (vi), (vii), (viii), (x), (xiii), or (xiv) of subsection (a) of this Section 5, the Borro.ver rray, but shall not be required to, rely conclusively on an opinion of counsel. The Dissemination Agent shall have no obligation under this Continuing Disclosure Agreement to deternine the rrateriality of any of the Material Events specified in subsection (a) of this Section 5, which obligation shall rest solely with the Borro.ver, or to monitor the Borro.ver's obligation to prwide notification of the occurrence of any such Material Events.

(c) If the Dissenination Agent has been instructed b,t the Borro.ver to report the occurrence of a Material Event, the Dissenination Agent shall file a notice of such occurrence with the MSRB within three (3) Business Days of the receipt of such instruction, but in no event later than ten (10) Business Days after the occurrence of a Material Event, with a COP{ of such notice prwi ded b,t the Di ssemi nation Agent to the Borro.ver, the Issuer and the Trustee. In addition, notice of Material Events described in subsections (a)(viii) and (ix) of this Section 5 shall be given b,t the Dissemination Agent under this subsection simultaneously with the giving of the notice of the underlying event to the Holders of the affected Bands pursuant to the I ndenture.

Section 6. Amendment; Waiver. Notwithstanding any other prwision of this Continuing Di sci osure Agreement, the B orro.ver and the Di ssemi nation A gent rray amend this Continuing Di sci osure Agreement and any provision of this Continuing Disclosure Agreement rray be waived, prwided that the fol Io.vi ng conditions are satisfied:

(a) If the amendment or waiver relates to the prwisions described under paragraph (a) under "Prwision of Annual Reports," "Contents of Annual Reports" or i:aragraph (a) under "Reporting of Material Events," it rray only be made in connection with a change in circumstances that arises from a change i n I egal requi rements, change i n I aw or change i n the identity, nature or status of an Obi i gated Person with respect to the Bands or the type of business conducted;

(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the ori gi nal issuance of the B onds, after taking i nto account any amendments or i nterpretati ons of the Rule, as wel I as any change i n ci rcumstances; and

(c) The amendment or waiver either (i) is apprwed b,t the Holders of the Bonds in the same rranner as prwi ded i n the I ndenture for amendments to the I ndenture with the consent of Holders or (ii) does not, in the opinion of nationally recognized bond counsel, rraterially impc1ir the interests of the Holders or B enefi ci al owners of the B onds.

In the event of any amendment or waiver of a prwision of this Continuing Disclosure Agreement, the Borro.ver will describe such amendment or waiver in the next Annual Report and will include, as applicable, a narrative explanation of the reason for the amendment or waiver and its i mpact on the type (or, in the case of a change of accounting principles, on the presentation) of financial inforrration or operating data being presented b,t the Borro.ver. In addition, if the amendment relates to the accounting pri nci pl es to be fol I o.ved in prepc1ri ng fi nanci al statements, ( i) notice of such change wi 11 be given in the same rranner as for a Material Event under Section 5(f) hereof and (ii) the Annual Report for the year in which the change is rrade should present a comi:arison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prei:ared on the basis of the former accounting principles.

Section 7. Default. In the event of a failure of the Borro.ver or the Dissemination Agent to comply with any prwision of this Continuing Disclosure Agreement, the Borro.ver or any Holder or B enefi ci al owner of the B onds rray take such actions as rray be necessary and appropriate, incl udi ng

F-4

seeking, or specific perforrrance 0y court order, to cause the Borro.ver or the Dissenination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure Agreerrent. A default under this Continuing Disclosure Agreerrent will not be deerred an Event of Default under the Indenture or the Loan Agreerrent, and the sole rerredy underthis Continuing Disclosure Agreerrent in the event of any failure of the Borro.ver or the Dissenination Agent to comply with this Continuing Disclosure Agreerrentwill be an action to compel perforrrance. The Dissenination Agent shall prwide the Investor Linited Partner notice of any failure of the Borro.ver under this Continuing Disclosure Agreerrent and the Investor Limited Partner shal I have the sarre cure rights prwi ded to the B orro.ver to cure any such occurrence. The Dissenination Agent shall accept or respect any cure of a default rrade or tendered 0y the Investor Linited Partner on the sarre basis as if rrade or tendered 0y the Borro.ver on its o.vn behalf.

Section 8. Beneficiaries. This Continuing Disclosure Agreerrent will inure solely to the benefit of the Borro.ver, the Dissemination Agent, the Underwriter and Holders from tirre to tirre of the Bonds and will create no rights in any other Person or entity.

Section 9. Additional Information. Nothing in this Continuing Disclosure Agreerrent shall be deerred to prevent the B orro.ver from di ssemi nati ng any other i nforrrati on, using the rreans of dissenination set forth in this Continuing Disclosure Agreerrent or any other rreans of communication, or incl udi ng any other information in any Annual Report or notice of occurrence of a Material Event, i n addition to that which is required 0y this Continuing Disclosure Agreerrent. If the Borro.ver chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required 0y this Continuing Disclosure Agreerrent, the Borro.ver shall have no obligation under this Continuing Disclosure Agreerrent to update such information or include it in any future Annual Report or notice of occurrence of a Material Event.

Section 10. Duties, Immunities and Liabilities of Dissemination Agent. Article VI of the Indenture is here0y made applicable to this Continuing Disclosure Agreerrent as if this Continuing Disclosure Agreerrent were (solely for this purpose) contained in the Indenture and the Dissenination A gent shal I be enti tied to the sarre protections, Ii ni tati ons from I i abi Ii ty and i ndemni ti es afforded the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Continuing Di sci osure A greerrent, and the B orro.ver agrees to indemnify and save the Di sseni nation Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they rray incur arising out of or in the exercise or perforrrance of their rights, obligations, po.vers and duties hereunder, incl udi ng the costs and expenses ( i ncl udi ng reasonable attorneys' fees) of def en di ng against any claim of liability, but excluding liabilities due to the Dissenination Agent's negligence or willful misconduct. The obligations of the Borro.ver under this Section shall survive the ternination of this Continuing Disclosure Agreerrent, the resignation or remOJal of the Dissemination Agent and payrrent of the Bonds. The Dissenination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deerred to be acting in any fiduciary capacity for the Borro.ver, the Holders, or any other party. The Dissenination Agent shall have no liability to the Holders or any other party for any monetary darrages or financial liability of any kind whatsoever related to or arising from the breach of this Continuing DisclosureAgreerrent.

The Dissemination Agent agrees to disseninate the inforrration prwided to it hereunder in the form delivered 0y the Borro.ver The Dissemination Agent is acting hereunder solely in an agency capacity and as such is rrerely a conduit forthe Borro.ver, and shall have no liability or responsibility for the form, content, accuracy or completeness of any inforrration furnished hereunder. Any such information may contain a legend to that effect. The Dissenination Agent has no po.ver to enforce perforrrance on the part of the Borro.ver underthe Continuing DisclosureAgreerrent.

F-5

The Dissemination Agent shall have no obligation to make disclosure concerning the Bonds, the Prqject or any other matter except as expressly set out herein. The fact that the Dissemination Agent has or may have any banking, fiduciary or other relationship with the Borro.ver or any other party in connection with the Prqject or otherwise, apart from the relationship created b,t the Indenture and this Continuing Disclosure Agreement, shall not be construed to mean that the Dissenination Agent has kno.vledge or notice of any event or condition relating to the Bonds or the Prqject except in its respective capacities under such agreements.

No prwi si on of this Continuing Disclosure Agreement shal I require or be construed to require the Borro.ver or the Dissenination Agent to interpret or prwide an opinion concerning any information di sci osed hereunder.

The Annual Report may contain such disclaimer language as the Borro.ver may deem appropriate. Any information disclosed hereunder b,t the Dissenination Agent may contain such di sci ai mer I anguage as the Di sseni nation A gent may deem appropriate.

The Borro.ver hereb{ agrees to compensate the Dissenination Agent for the services prwided and the expenses incurred pursuant to this Continuing Disclosure Agreement, in an amount to be agreed upon from time to time hereunder, and to reirrburse the Dissenination Agent upon its request for all reasonable expenses, disbursements and ad.lances incurred b,t the Dissemination Agent hereunder (including any reasonable compensation and expenses of counsel) except any such expense, disbursement or ad.lance that may be attributable to its negligence or willful nisconduct.

The Dissemination Agent may consult with counsel of its choice and the written ad.lice of such counsel or any opi ni on of counsel shal I be ful I and corrpl ete authorization and protection i n respect of any action taken, suffered or omitted b,t it hereunder in good faith and in reliance thereon, it being understood that for purposes of this prwision, that such counsel may be counsel to the Borro.ver.

No provision of this Continuing Disclosure Agreement shall require the Dissemination Agent to expend or risk its o.vn funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights of po.vers.

Section 11. Notices. Any notices or communications to or among any of the parties to this Continuing Disclosure Agreement may be given at the addresses set forth in the Indenture. Any person may, b,t written notice to the other persons listed abcwe, designate a different address or telephone number(s) to which subsequent notices of communications should be sent, effective only upon receipt.

Section 12. Gwerning Law. This Continuing Disclosure Agreement shall be gwerned b,t the laws of the State of California

Section 13. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement may be terninated b,t any party to this Continuing Disclosure Agreement upon thirty days' written notice of ternination delivered to the other party or parties to this Continuing Di sci osure Agreement; prwi ded the terni nation of this Conti nui ng Di sci osure Agreement is not effective until (i) the Borro.ver, or its successor, enters into a new continuing disclosure agreement with a di sseni nation agent who agrees to conti nue to prwi de, to the MS RB and the B enefi ci al ONners of the Bonds, all information required to be communicated pursuant to the rules promulgated b,t the Securities and Exchange Comnission or the MSRB, (ii) a nationally recognized bond counsel or counsel expert in federal securities I aws provides an opi ni on that the mw conti nui ng di sci osure agreement is i n cornpl i ance with all applicable state and federal securities laws, and (iii) notice of the termination of this Continuing Disclosure Agreement is prwidedtothe MSRB.

F--6

The Dissenination Agent shall be fully discharged at the tirre any such termination is effective. Al so, this Conti nui ng Di sci osure A greerrent shal I terni nate automati cal ly upon pc1yrrent or prwi si ans for pc1yrrent of the Bonds. This Continuing DisclosureAgreerrent shall terminate when all of the Bonds are or are deerred to be no I anger outstanding b,t reason of rederrpti on or I egal defeasance or at fi nal maturity.

Section 14. Counterparts. This Continuing Disclosure Agreerrent may be executed in several counteri:arts, each of which shall be an original and all of which shall constitute but one and the sarre i nstrurrent.

Section 15. HUD Prwision. The Borro.ver and the Dissenination Agent ackno.vledge that this Continuing Disclosure Agreerrent, and all of the Borro.ver's obligations hereunder, are sul::iject and subordinate to the follo.ving docurrents (collectively, the "FHA Loan Docurrents"): (i) $12,335,300 FHA-Insured Note (Multi state) dated as of July 1, 2017 from the Borro.ver to the FHA Lender, initially endorsed for mortgage insurance b,t the Secretary of Housing and Urban Developrrent ("HUD") pursuant to Section 221(d)(4) of the National Housing Act, as arrended (the "FHA Note"); (ii) first-lien priority Multifamily Deed of Trust, Assignrrent of Leases and Rents and Security Agreerrent dated as of July 1, 2017 from the Borro.ver for the benefit of the FHA Lender to secure the FHA Note (the "FHA Mortgage"); (iii) the Regulatory Agreerrent for Multifamily Prqjects dated as of July 1, 2017 between the Borro.ver and HUD (the "HUD Regulatory Agreerrent''); and (iv) any and all other docurrents, agreerrents, or i nstrurrents which evidence or secure the i ndebtedness evidenced b,t the FHA Note. Notwithstanding any prwision in this Continuing Disclosure Agreerrent to the contrary, the obligations of the parties under this Continuing Disclosure Agreerrent are and shall be subordinated in all respects to the obi i gati ons of the parties to and under the FHA Loan Docurrents. I n the event of any con fl i ct between the prwisions of this Continuing Disclosure Agreerrent and the provisions of the FHA Loan Docurrents, the provisions of the FHA Loan Docurrents shall control. No arrendrrent to this Continuing DisclosureAgreerrent shall conflict with the FHA Loan Docurrents.

[Remainder of Page Intentionally Left Blank]

F-7

[ B orro.ver' s Signature Page to Continuing Di sci osure Agreerrent]

GILBERT LINDSAY HOUSING LP, a California Ii ni ted i:artnershi p

F--8

By: Housing Corporation of Arrerica, a Utah nonprofit corporation, its Managing General Partner

By: Narre: Title:

Ronald H. Olson President

By: Gilbert Lindsay Housing LLC, a California linited liability corni:any, its Adninistrative General Partner

By: Narre: Title:

Andrew Gross President

[Counteq:art Signature Page to Continuing Disclosure Agreement]

U.S. Bank National Association, as DisseninationAgent

By: Name: Title:

F--9

THE PROJECT

Name: Address: Occupancy Nurrber of Units

EXHIBIT A

ANNUAL REPORT

$11, 100,000 City of Los Angeles

Multifanily Housing Revenue Bonds ( G i I bert L i ndsay A part men ts)

Series 2016R-1

Report for Period Ending ____ _

----------

Nu rrbe r of Units Occupied as of Report Date ________ _

OPERATING HISTORY OF THE PROJECT

The follo.ving table sets forth a sumnary of the operating results of the Prqject for fiscal year ended ___ , as derived from the B orro.ver' s [ un] audited financial statements. Revenues Operating Expenses 1

Net Operating Income Debt Service on the Loan Net Operating I ncome;(Loss) After Debt Service

The average occupancy of the Prqject forthe fiscal year ended[ ___ ] was[ __ ~%.

1 E xcl udes depreciation and other non-cash expenses, i ncl udes rranagement fee.

F-10

EXHIBIT B

NOTICE TO MUNICIPAL SECURITIES RULE MAKI NG BOARD OF FAILURE TO FILE ANNUAL REPORT

Narre of Issuer: City of Los Angeles

Narre of Bond Issue: $11, 100,000 City of Los Angeles Multifanily Housing Revenue Bonds (Gilbert Lindsay Apc1.rtrrents) Series 2016R-1

Narre of Borro.ver: Gilbert Lindsay Housing LP, a California linited pc1.rtnership

Date of Issuance: J uly 14, 2017

NOTICE IS HEREBY GIVEN that the alxwe,eferenced borro.ver (the "Borro.ver") has not provided an Annual Report in connection with the alxwe--narred bonds (the "Bonds") as required 0y the Continuing Disclosure Agreerrent, dated as of July 1, 2017 (the "Continuing Disclosure Agreerrent"), between the abcwe--narred Borro.ver and U.S. Bank National Association, as dissemination agent (the "Dissemination Agent"). The undersigned has been inforrred 0y the Borro.ver that it anticipc1.tes that the Annual Reportwill befiled0y __ _

Dated:

cc: Gilbert Lindsay Housing LP

F-11

U.S. Bank National Association, as DisseninationAgent

By: Title: