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HomeMy WebLinkAboutMINUTES - 08132013 - C.79RECOMMENDATION(S): ADOPT Resolution 2013/333 authorizing the issuance of Multifamily Housing Revenue Bonds in a principal amount not to exceed $6,000,000 to finance a portion of the construction and development of Oak Ridge Family Apartments in Oakley, including: APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 08/13/2013 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact: Kristen Lackey, 674-7888 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: August 13, 2013 David Twa, County Administrator and Clerk of the Board of Supervisors By: Stacey M. Boyd, Deputy cc: C. 79 To:Board of Supervisors From:Catherine Kutsuris, Conservation and Development Director Date:August 13, 2013 Contra Costa County Subject:Multifamily Housing Revenue Bond Bond Sale Resolution - Oak Ridge Family Apartments, Oakley RECOMMENDATION(S): (CONT'D) 1. authorizing the issuance of County of Contra Costa Multifamily Housing Revenue Bonds Series 2013A (Oak Ridge Family Apartments) in an aggregate principal amount not to exceed $6,000,000; 2. approving the form of Master Agency Agreement between the County of Contra Costa and Mechanics Bank, as agent; 3. approving the form of the Master Pledge and Assignment between the County of Contra Costa, Mechanics Bank as agent, and Mechanics Bank, as holder; 4. approving the form of the Regulatory Agreement and Declaration of Restrictive Covenants between the County of Contra Costa and 73 Carol Ln., L.P., as owner; 5. authorizing the County of Contra Costa to execute and deliver the Bonds to Mechanics Bank, as agent, for authorization; 6. appointing Orrick, Herrington & Sutcliffe LLP as bond counsel for the transaction; 7. authorizing and directing the Chair or Vice Chair of the Board of Supervisors, the County Administrator, the Director of the Department of Conservation and Development, and the Community Development Bond Program Manager to do any and all things and take any and all actions, and execute and deliver any and all certificates, agreements, and other documents which the officer may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution. FISCAL IMPACT: No impact to the General Fund. At bond sale closing, the County is reimbursed for costs incurred in the issuance process. Annual expenses for monitoring of Regulatory Agreement provisions are provided for in the bond issue. The bonds will be secured solely by revenues (rents, reserves, etc.) pledged under the bond documents. No County funds are pledged to secure the bonds. The Oak Ridge Family Apartments project has received $1.3 million in HOME Investment Partnerships Act funds, and $250,000 in Summer Lake Affordable Housing Trust funds. BACKGROUND: The recommended action is the adoption of a Resolution by the Board, as the legislative body of the County, authorizing the issuance of Multifamily Housing Revenue Bonds, which will be used to finance the construction and development of Oak Ridge Family Apartments, a 30-unit multifamily housing development located at 73 Carol Lane in Oakley. All of the units will be restricted to be affordable for lower income households. The ownership entity will be 73 Carol Ln., L.P., a California limited partnership with Corporation for Better Housing serving as managing general partner. Corporation for Better Housing is a non-profit housing developer with eighteen years of experience developing multifamily rental in California. They have successfully developed 23 affordable rental projects with the use of tax-exempt bond financing. Alliant Credit Facility, Ltd., will be the tax credit investor limited partner. On February 26, 2013, the Board of Supervisors adopted an Inducement Resolution (a nonbinding conditional statement of intent to issue multi-family housing revenue bonds) for the project as required by tax law. The Inducement Resolution authorized the submittal of an application by the County for Private Activity Bond Authority from the California Debt Limit Allocation Committee. Subsequent to the Inducement Resolution, the County, as required by Section 147(f) of Internal Revenue Code, held a noticed public hearing to permit interested parties to comment on the project. This hearing was held on February 28, 2013 with no comments received. The Board adopted Resolution No. 2013/132 on March 12, 2013 to authorize proceeding with an issuance of bonds pursuant to Section 147(f) of the Internal Revenue Code. On May 15, 2013 the California Debt Limit Allocation Committee awarded the County authority to issue bonds in the amount of $6,000,000. The authority will be used to issue Multifamily Housing Revenue Bonds directly to Mechanics Bank in exchange for funding a tax-exempt loan between the County and 73 Carol Ln., L.P. In addition to Multifamily Housing Revenue Bonds, the project will utilize County HOME Investment Partnerships Act and Summer Lake Trust funds, low income housing tax credits, and deferred developer fees. The transaction is expected to close by September 13, 2013. List of Attachments A – Master Agency Agreement C – Master Pledge and Assignment D – Regulatory Agreement and Declaration of Restrictive Covenants CONSEQUENCE OF NEGATIVE ACTION: Negative action would prevent the County from issuing Multifamily Housing Revenue Bonds in order to provide a tax-exempt loan to 73 Carol Ln., L.P. to finance the construction and development of Oak Ridge Family Apartments. CHILDREN'S IMPACT STATEMENT: The Oak Ridge Apartments project will provide 30 units of affordable rental housing appropriate for families. This supports outcome #3: Familes are Economically Self Sufficient. ATTACHMENTS Resolution No. 2013/333 Attachment A: Oak Ridge Master Agency Agr Attachment B: Oak Ridge Master Pledge and Assign Attachment C: Oak Ridge Regulatory Agr Orrick, Herrington & Sutcliffe Draft 7/28/13 OHSUSA:754073853.3 MASTER AGENCY AGREEMENT between COUNTY OF CONTRA COSTA as Issuer and MECHANICS BANK, as Agent Dated as of August 1, 2013 Relating to $[Par Amount] County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A OHSUSA:754073853.3 MASTER AGENCY AGREEMENT This MASTER AGENCY AGREEMENT, dated as of August 1, 2013 (this “Agreement”), between the COUNTY OF CONTRA COSTA, a political subdivision (the “Issuer”), and MECHANICS BANK (the “Agent”): WITNESSETH: WHEREAS, the Issuer is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code, as amended (the “Act”), to issue revenue bonds to finance and refinance the acquisition, construction, development and rehabilitation of multifamil y rental housing projects to be occupied by persons of low income, to dedicate the revenue from such projects to the repayment of such bonds and to take such action and do all things that may be necessary or appropriate to carry out the powers and duties specifically granted to the Issuer by the Act; and WHEREAS, the Issuer is authorized by the Act to make loans to any person, firm, partnership or corporation licensed to do business in the State of California (the “State”) in furtherance of the purposes and activities stated in the Act; and WHEREAS, the Issuer has determined to engage in a program of financing the acquisition, construction, rehabilitation and development of multifamily rental housing projects pursuant to the Act to benefit persons of low income, and has determined to borrow funds for such purpose by the issuance of revenue bonds authorized by the Act and to dedicate the revenue from said program to the repayment of said bonds; and WHEREAS, the Issuer has determined to issue its County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A in the principal amount of $[Par Amount] (the “Bonds”), secured by a Master Pledge and Assignment dated the date hereof (the “Pledge and Assignment”), by and among the Issuer, the Agent and Mechanics Bank, as purchaser and holder of the Bonds, to provide financing to 73 Carol Ln., L.P. (the “Borrower”), for the construction and development of a 30-unit multifamily rental housing project located in Oakley, California, and generally known as Oak Ridge Family Apartments (the “Project”); and WHEREAS, it is necessary and desirable for the Issuer and the Agent to enter into this Agreement to provide for the appointment and duties of the Agent; and WHEREAS, all conditions, things and acts required by the Act, and by all other laws of the State to exist, to have happened and to have been performed as a condition precedent to and in connection with the issuance of the Bonds do exist, have happened, and have been performed in due time, form and manner as required by law, and the Issuer is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms therein provided; NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows: 2 OHSUSA:754073853.3 Section 1. Appointment of Agent. The Issuer hereby irrevocably appoints the Agent as its agent with full authority and power to act on its behalf for the purposes set forth herein and to do all other acts necessary or incidental to the performance and execution thereof. The appointment provided for in this Section 1 is coupled with an interest and is irrevocable except as expressly set forth herein. Section 2. Representations of the Issuer and the Agent. (i) The Issuer represents and warrants to the Agent that the Issuer is a political subdivision of the State of California, with full power and authority to issue the Bonds and to enter into the transactions contemplated by this Agreement and the Pledge and Assignment. (ii) The Agent represents and warrants to the Issuer that the Agent is a California banking corporation organized and existing under the laws of the State of California with full power and authority to enter into the transactions contemplated by this Agreement and the Pledge and Assignment and to serve as the agent of the Issuer for the purpose of making the Loan (as that term is defined in the Pledge and Assignment) to the Borrower as provided in the Loan Documents (as that term is defined in the Pledge and Assignment). Section 3. Authority and Agreements of the Agent. The Agent is authorized and agrees to enter into, execute and deliver the Pledge and Assignment and, in its capacity as agent for the Issuer, to execute and deliver the Loan Documents and, pursuant to the terms thereof, advance moneys on behalf of the Issuer to fund the Loan upon satisfaction of the conditions set forth therein and otherwise to act on behalf of the Issuer as provided therein. The Agent is hereby irrevocably authorized, directed and empowered to exercise all of the rights, powers and remedies of the Issuer under the Loan Agreement (as that term is defined in the Pledge and Assignment) and the other Loan Documents, and to make all determinations and exercise all options and elections thereunder, without the necessity of further advice to or consultation with, or consent or authorization by, the Issuer, and all actions taken by the Agent under the Loan Agreement or any of the other Loan Documents shall be as valid, and shall have the same force and effect, as if taken by the Issuer. The Agent agrees to provide the Issuer, upon the Issuer’s request, with copies of any policies of insurance provided by or on behalf of the Borrower under the Loan Documents that are required to name the Issuer as an additional insured and to provide Issuer with copies of any notices of default given by, or delivered to, the Agent pursuant to the Loan Agreement or any other information it maintains on behalf of the Issuer with respect to the Bonds or the Project. Section 4. Agent as Independent Contractor. Except as otherwise expressly set forth herein, in the performance of its duties as Agent hereunder, the Agent is an independent contractor acting on its own behalf and for its own account and without authority, express or implied, to act for or on behalf of the Issuer in any capacity other than as expressly provided herein and in no other respect. Section 5. Standard of Performance. The Agent will perform its duties hereunder in accordance with sound commercial banking practice, and in accordance with the Pledge and Assignment. 3 OHSUSA:754073853.3 Section 6. Successor Agent. Anything herein to the contrary notwithstanding, any corporation or association into which the Agent may be converted or merged or with which it may be consolidated or to which it may sell or transfer its business and assets as a whole or substantially as a whole or any corporation or association resulting from any conversion, sale, merger, consolidation or transfer to which it is a party will, ipso facto, be and become successor Agent hereunder and vested with all of the title to the whole property and all the powers, discretion, immunities, privileges, obligations and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed or conveyance on the part of the parties hereto. Section 7. Termination by Agent. Neither the Issuer nor the Agent may terminate Agent’s agency under this agreement so long as the Agent or any Affiliate (as such term is defined in the Pledge and Assignment) of Agent is the owner of a majority of the Bonds. In the event all of the Bonds are sold, assigned, transferred or otherwise disposed of in accordance with the provisions of Section 4.4 of the Pledge and Assignment, other than to an Affiliate of Agent, either the Issuer or the Agent may terminate this Agreement upon the terms hereinafter provided in this Section 7 by giving 30 days’ written notice to the other party and the owners of the Bonds. Such termination shall take effect, except as to the duties of the Agent under Sections 8 and 9, upon the appointment of a successor agent by the Issuer as directed by the owners of a majority of the Bonds with the consent, which is not to be unreasonably withheld, of the Issuer (such consent not being required if such Agent is the subsequent owner of all of the Bonds or is an Affiliate) and the execution, acknowledgment and delivery by the successor Agent of an instrument in substantially the form of this Agreement. Section 8. Obligations of Agent in the Event of Termination. From and after the effective date of termination of the Agent’s agency under this Agreement pursuant to Section 7, the Agent will be relieved of further responsibility in connection with the Pledge and Assignment and the Loan Documents. In the event of such termination, the Agent will pay over to the Issuer, or, if the Issuer shall so direct, to any successor Agent appointed hereunder, all moneys collected and held by it pursuant to this Agreement and/or pursuant to any other agreement, letter or arrangement relative to the Bonds, the Pledge and Assignment and the Loan Documents simultaneously with such termination, and turn over to the successor Agent appointed hereunder all documents and records held in connection with the Bonds, the Pledge and Assignment and the Loan Documents simultaneously with such termination. The Agent will deliver to the successor Agent a full accounting, including a statement showing the monthly payments collected by it and a statement of moneys held in escrow for the payment of taxes, maintenance or other charges in respect of the Pledge and Assignment and the Loan Documents simultaneously with such termination. The Agent will execute and deliver to its successor without recourse, representation or warranty such instruments as are required to assign to the successor all its right, title and interest in all property of whatever nature that it holds as Agent of the Issuer. Where necessary, all such instruments must be filed and/or recorded in each office where such instruments are required to be filed and/or recorded. In addition, the Agent shall provide to the Issuer an opinion of counsel to the Agent to the effect that all things necessary to transfer to the successor Agent all property held by the Agent as Agent hereunder have been done. Section 9. Term of Agreement. Unless sooner terminated as herein provided, this Agreement will continue from the date hereof until payment in full of the Bonds. 4 OHSUSA:754073853.3 Section 10. Regulatory Agreement Fees. Agent acknowledges the terms and conditions set forth in Section 20 of the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of August 1, 2013, by and between the Issuer and the Borrower, and covenants to bill the Borrower, on behalf of the Issuer, the fees due and payable to the Issuer pursuant to said Section 20 and to transfer to the Issuer at County of Contra Costa, Department of Conservation and Development, 30 Muir Road, Martinez, CA 94553, Attention: Community Development Bond Program Manager, or such other designated agent of the Issuer, such fees in a timely manner upon payment thereof. In the event that said fees are not paid by the Borrower to the Agent as required by the Regulatory Agreement, the Agent shall use commercially reasonable efforts to promptly notify the Borrower, with a copy of such notification given to the Issuer, of its failure to pay said fees and demand immediate payment of said fees to the Agent. In no event shall the Agent be liable to the Issuer for the failure of the Borrower to make the payments described in this Section 10. The Agent further acknowledges that in order to preserve the tax- exempt status of the Bonds, the Borrower must comply with requirements for rebate of excess investment earnings to the federal government to the extent applicable. The Agent agrees to use commercially reasonable efforts to send the Borrower a notification or reminder of the Borrower’s obligation to rebate excess earnings by August 1 of each fifth year, commencing August 1, 2018. However, in no event shall the Agent be liable to the Issuer or the Borrower for the failure to so notify or remind the Borrower. Section 11. Governing Law; Severability; Captions; Definitions. This Agreement will be construed in accordance with the laws of the State. In the event any provis ion of this Agreement is held invalid by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. Any headings of divisions of this Agreement are solely for convenience of reference and will neither constitute a part of this Agreement nor affect its meaning, construction or effect. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Pledge and Assignment. Section 12. Notices. Any notice provided for herein must be in writing and shall be deemed to have been given when delivered personally or when deposited in the United States mail, registered and postage prepaid, addressed as follows: If to the Issuer: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Community Development Bond Program Manager If to the Agent: Mechanics Bank 725 Alfred Noble Drive Hercules, CA 94547 Attention: Loan Services If to the original owner of the Bonds: Mechanics Bank 725 Alfred Noble Drive 5 OHSUSA:754073853.3 Hercules, CA 94547 Attention: Loan Services or at such other address as any of them may designate by notice duly given in accordance with this Section 12 to the others. Section 13. Consent to Assignment. In addition to the assignments otherwise permitted or required by this Agreement, the Issuer agrees that Agent shall have the right to assign all of its rights under this Agreement, and under all instruments and documents executed by it as Agent of the Issuer pursuant to this Agreement, to an Affiliate or to a subsequent owner of all of the Bonds or an Affiliate thereof. The Issuer will execute and deliver to the Agent any documents necessary to effectuate such assignment, and will not take any action to impair Agent ’s right to assign such rights pursuant to this Section 13. Section 14. Execution Counterparts. This Agreement may be executed, acknowledged and delivered in any number of counterparts. Each such counterpart will constitute an original but all of such counterparts taken together will constitute one agreement. 6 OHSUSA:754073853.3 IN WITNESS WHEREOF, the Issuer and the Agent have each caused this Agreement to be executed in their respective names, by their authorized representatives, as of the date first above written. COUNTY OF CONTRA COSTA By: Authorized Representative MECHANICS BANK By: Authorized Representative Orrick, Herrington & Sutcliffe 7/29/13 OHSUSA:754073716.3 MASTER PLEDGE AND ASSIGNMENT among COUNTY OF CONTRA COSTA, as Issuer and MECHANICS BANK, as Agent and MECHANICS BANK, as Holder Dated as of August 1, 2013 Relating to $[PAR AMOUNT] County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A -i- OHSUSA:754073716.3 ARTICLE 1 DEFINITIONS ....................................................................................................... 3 Section 1.1. Definitions............................................................................................ 3 ARTICLE 2 BONDS ................................................................................................................ 6 Section 2.1. Issuance of Bonds to Fund Loan; Draw-Down Bonds ........................ 6 Section 2.2. Form, Amount and Delivery of Bonds ................................................ 7 Section 2.3. Principal; Maturity Date ...................................................................... 7 Section 2.4. Interest.................................................................................................. 7 Section 2.5. Limited Obligation of Issuer and Agent to Make Payments................ 7 Section 2.6. Corresponding Payments ..................................................................... 7 Section 2.7. Replacement of Bonds ......................................................................... 8 Section 2.8. Registration and Transferability .......................................................... 8 Section 2.9. Reserved ............................................................................................... 9 Section 2.10. Circumstances of Redemption of the Bonds ........................................ 9 Section 2.11. No Notice of Redemption .................................................................... 9 Section 2.12. Effect of Redemption ......................................................................... 10 ARTICLE 3 SECURITY FOR THE BONDS ........................................................................ 10 Section 3.1. Delivery of Collateral ........................................................................ 10 Section 3.2. Agent the Mortgagee of Record ......................................................... 10 ARTICLE 4 SERVICING THE LOAN AND THE BONDS ................................................ 10 Section 4.1. Servicing the Loan ............................................................................. 10 Section 4.2. Paying Agent for the Bonds; Investments ......................................... 11 Section 4.3. Standard of Care ................................................................................ 12 Section 4.4. Sale of Bonds and This Pledge and Assignment ............................... 12 Section 4.5. Indemnification of Issuer by Agent ................................................... 12 ARTICLE 5 DEFAULTS ON LOAN ................................................................................... 13 Section 5.1. Defaults on Loan ................................................................................ 13 Section 5.2. Action After Consultation With Holder ............................................. 13 Section 5.3. Losses and Expenses Upon Exercise of Rights ................................. 14 ARTICLE 6 REPRESENTATIONS AND COVENANTS BY AGENT AND ISSUER ...... 14 Section 6.1. Representations by Agent .................................................................. 14 Section 6.2. Representations by Issuer .................................................................. 14 Section 6.3. Tax-Exempt Status of the Bonds ....................................................... 15 ARTICLE 7 BOOKS AND RECORDS; REPORTS ............................................................. 15 -ii- OHSUSA:754073716.3 Section 7.1. Books and Records ............................................................................ 15 Section 7.2. Reports ............................................................................................... 15 ARTICLE 8 NONRECOURSE; OBLIGATIONS NOT DEBT OF ISSUER, AGENT OR STATE..................................................................................................... 15 Section 8.1. Limited Obligations ........................................................................... 15 Section 8.2. Waiver of Personal Liability .............................................................. 16 ARTICLE 9 DEFAULTS UNDER THIS PLEDGE AND ASSIGNMENT AGREEMENT ............................................................................................... 17 Section 9.1. Events of Default ............................................................................... 17 Section 9.2. Remedies ............................................................................................ 18 Section 9.3. Continuance of Obligations Upon Default by Agent ......................... 18 Section 9.4. Continuance of Obligations and Servicing by Agent Upon Default by Issuer ................................................................................ 18 Section 9.5. Holder Authorized to Execute Assignments, Etc .............................. 19 Section 9.6. Waiver of Appraisal, Evaluation, Etc ................................................ 19 Section 9.7. Application of Proceeds of Sale ......................................................... 19 Section 9.8. Right of Holder to Perform Covenants of the Issuer and the Agent .................................................................................................. 19 Section 9.9. No Waiver, Etc................................................................................... 19 Section 9.10. Remedies Cumulative, Etc ................................................................. 20 ARTICLE 10 MISCELLANEOUS .......................................................................................... 20 Section 10.1. Provisions Subject to Applicable Law ............................................... 20 Section 10.2. Applicable Law .................................................................................. 20 Section 10.3. Compromise of Action, Etc ............................................................... 20 Section 10.4. Notices, Etc ........................................................................................ 20 Section 10.5. Termination ........................................................................................ 21 Section 10.6. Duty of Issuer ..................................................................................... 21 Section 10.7. Consent to Assignment ...................................................................... 21 Section 10.8. Amendment of the Note ..................................................................... 21 Section 10.9. Amendments, Successors and Assigns, Headings and Counterparts ....................................................................................... 22 Section 10.10. Delivery, Consent and Direction if Agent and Holder are the Same Entity ........................................................................................ 22 OHSUSA:754073716.3 MASTER PLEDGE AND ASSIGNMENT THIS MASTER PLEDGE AND ASSIGNMENT, dated as of August 1, 2013 (this “Pledge and Assignment”), from the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (the “Issuer”), and MECHANICS BANK, (the “Agent”), as agent under and pursuant to that certain Agency Agreement (as hereinafter defined), to MECHANICS BANK, as initial holder of the Bonds described herein, and any successors or assigns thereof (the “Holder”). WITNESSETH: WHEREAS, the Issuer is, concurrently herewith, issuing its Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A in the aggregate principal amount of $[Par Amount] (the “Bonds”); WHEREAS, the proceeds of the Bonds will be advanced by the Agent for the account of the Issuer to 73 Carol Ln., L.P., a California limited partnership (the “Borrower”), for the purpose of funding a loan from the proceeds of the Bonds (the “Loan”) to the Borrower to finance the Borrower’s construction and development of a 30-unit multifamily rental housing project located in Oakley, California, and known as the Oak Ridge Family Apartments (the “Project”); WHEREAS, the Loan will be made to the Borrower by the Agent for the account of the Issuer pursuant to the Construction to Permanent Loan Agreement, dated as of [August 1, 2013] (the “Loan Agreement”), by and between the Agent (for the account of the Issuer) and the Borrower; WHEREAS, the Borrower’s obligation to repay the Loan will be evidenced by a promissory note (the “Note”), made by the Borrower to the order of the Agent for the account of the Issuer in the face principal amount of $[___________], and secured by, among other things, that certain Construction to Permanent Deed of Trust, with Assignment of Rents, Security Agreement and Fixture Filing (the “Deed of Trust”), dated as of [August 1, 2013], executed by the Borrower and Corporation for Better Housing, collectively, as trustor, and naming the Agent, in its capacity as agent for the Issuer, as beneficiary, together with the other “Loan Documents” as defined in the Loan Agreement; WHEREAS, the Holder, as a condition to its purchase of the Bonds, has required that the Issuer and the Agent execute and deliver this Pledge and Assignment; and NOW, THEREFORE, as an inducement to the Holder to purchase the Bonds, and as an inducement to the Agent, as agent for the Issuer and for the account of the Issuer, to make and disburse the Loan as herein provided and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Agent, in order to secure the due and punctual payment of the Bonds and other sums due the Holder, do hereby pledge, grant, bargain, sell, convey, assign, mortgage and transfer, and grant a security interest in, all of the Issuer’s and the Agent’s right, title and interest in and to the following described property, whether real or personal, to the registered Holder as set forth -2- OHSUSA:754073716.3 herein; provided, however, that this Pledge and Assignment and the agreements and covenants made hereunder shall not be construed to constitute a general obligation of the Issuer or the Agent, and any obligations hereunder are limited obligations of the Issuer and the Agent to be paid and satisfied solely from the following described collateral (the “Collateral”): (i) the Loan, including without limitation, the Note, the Deed of Trust, and all other Loan Documents to which either the Issuer or the Agent now is, or hereafter may be, a party or a direct beneficiary, together with all rights, powers, privileges and other benefits of the Agent and the Issuer under the Loan Documents, including the right to make all waivers and agreements, to give and receive duplicate copies of all notices and other instruments or communicati ons, to take such action upon the occurrence of any default under the Loan Documents, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Loan Documents or by law, and to do any and all other things whatsoever which the Issuer or the Agent is or may be entitled to do under the Loan Documents; (ii) any and all payments of principal, interest, premium and late payment fees made on the Loan at any time hereafter by the Borrower; (iii) the proceeds of the sale of the Bonds to the extent they have not been applied to fund the Loan; (iv) all tax, insurance or other similar escrows now or hereafter held with respect to the Loan; and (v) any and all proceeds received under any policy of title insurance, hazard insurance, or other such insurance with respect to the Project, proceeds received from Condemnation (as hereinafter defined), and revenues, proceeds and other payments and tenders received from any foreclosure (or payments in lieu of foreclosure) of the Deed of Trust or from enforcement of the Deed of Trust or any other Loan Documents, and any and all proceeds from the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated claims; SUBJECT, HOWEVER, to (a) the interest of the Borrower, to the extent provided in the Loan Documents, with respect to the tax, insurance or other similar escrows and with respect to any property insurance proceeds or Condemnation awards or proceeds of foreclosure, (b) the right of the Agent and the Issuer (subject to the terms of the Agency Agreement) to exercise, without the consent of the Holder until an Event of Default shall have occurred and be continuing, all rights, powers, privileges and other benefits under the Loan Documents, including the right to make all waivers and agreements, to give and receive duplicate copies of all notices and other instruments or communications, and to take such action upon the occurrence of any default under the Loan Documents, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Loan Documents or by law, but subject to, and only upon, the terms and conditions of Article 5 hereof, and (c) any of the rights of the Issuer and the Agent and their respective directors, officers, members of the Board of Supervisors of the Issuer, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified thereunder, to be paid fees as described therein, to be reimbursed for attorneys’ fees and expenses thereunder and to give or withhold -3- OHSUSA:754073716.3 consent to amendments, changes, modifications and alterations to and to enforce the provisions of the Regulatory Agreement (as hereinafter defined); provided that payment to the Issuer of any fees, expenses and indemnification amounts under this subpart (c), other than the Issuer’s annual fee and amounts payable to the United States government with respect to any rebate liability, shall be subordinate and junior in right of payment to the right of the Holder to be paid in full all amounts owing to it under the Bonds and other expenses as set forth in Section 5.1 hereof. IT IS HEREBY COVENANTED by the parties hereto that the Collateral is to be held and applied subject to the further covenants, conditions, uses and trusts herein set forth; and the Issuer and the Agent, for themselves and their respective successors and assigns, hereby covenant and agree with the Holder as follows: ARTICLE 1 DEFINITIONS Section 1.1. Definitions. The following terms shall, for all purposes of this Pledge and Assignment, have the following respective meanings: “Act” means Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code, as amended. “Affiliate” means any entity of which the ultimate parent corporation is the same as the parent corporation of the Holder, including such parent corporation. “Agency Agreement” means the Master Agency Agreement, of even date herewith, between the Issuer and the Agent, as it may be supplemented or amended from time to time in accordance with its terms. “Authorized Issuer Representative” shall mean the Chair or Vice Chair of the Board of Supervisors, the County Administrator, the Director of the Department Conservation and Development, or the Community Development Bond Program Manager, or such other person at the time designated to act on behalf of the Issuer as evidenced by a written certificate signed on behalf of the Issuer by an Authorized Issuer Representative. “Bond Counsel” means an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to the tax status of interest on bonds issued by states and their political subdivisions, who is or are acceptable to the Issuer and duly admitted to the practice of law before the highest court of any state of the United States of America or the District of Columbia. “Bonds” means County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A to be issued and delivered hereunder in an aggregate principal amount not to exceed $[Par Amount]. “Borrower” means 73 Carol Ln., L.P., a California limited partnership, and its successors and assigns. -4- OHSUSA:754073716.3 “Business Day” shall mean any da y other than (i) a Saturday or a Sunday, or (ii) a day on which the Agent is authorized or obligated by law, regulation, governmental decree or executive order to be closed. “Closing Date” means the date of original delivery of the Bonds. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning set forth in the recitals to this Pledge and Assignment. “Condemnation” means a taking of all or any part of the Project or any real property on which the Project is situated or any interest therein or right accruing thereto as a result of or in lieu of or in anticipation of the exercise of the right of condemnation, eminent domain, change of grade, appropriation or confiscation. “Conversion Date” has the meaning set forth in the Loan Agreement. “Conversion to the Permanent Phase” has the meaning given to that term in the Loan Agreement. “Deed of Trust” means the Construction to Permanent Deed of Trust, with Assignment of Rents, Security Agreement and Fixture Filing executed as of [August 1, 2013] by the Borrower and Corporation for Better Housing, collectively, as trustor, naming the Agent, in its capacity as agent for the Issuer, as beneficiary thereunder, encumbering (among other things) the Project and securing the Loan, as recorded in the official records of County of Contra Costa, California. “Holder” has the meaning given to that term in the recitals to this Pledge and Assignment. “Interest Payment Date” means the [first Business Day of each month, commencing September 3, 2013]. “Investor Limited Partner” means Alliant Tax Credit Facility, Ltd., a Florida limited partnership, and its permitted successors and assigns. “Loan” means the mortgage loan made by the Agent for the account of the Issuer to the Borrower pursuant to the Loan Agreement. “Loan Agreement” means the Construction to Permanent Loan Agreement, executed as of [August 1, 2013], by and between the Agent, in its capacity as agent for the Issuer, and the Borrower, as it may be amended or supplemented in accordance with its terms. “Loan Documents” means, collectively, the Loan Agreement, the Note, the Deed of Trust, and all other documents evidencing, securing or otherwise pertaining to the Loan. “Maximum Lawful Rate” means the highest per annum rate of interest permissible under the laws of the State, calculated by taking into account all available exceptions. -5- OHSUSA:754073716.3 “Note” means the Promissory Note, dated as of [August __, 2013], in the face principal amount of $[Par Amount], executed by Borrower to the order of the Agent, as agent for the Issuer, and evidencing the Borrower’s obligation to repay the Loan. “Note Rate” means the rate of interest payable on the Bonds, which equals the rate of interest payable on the Note, which rate shall at no time exceed the Maximum Lawful Rate. “Permanent Phase Loan Amount” has the meaning set forth in the Loan Agreement.. “Permitted Investments” means, to the extent permitted by applicable law, any of the following: (1) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America, including instruments evidencing an ownership interest in securities described in this clause (1); (2) obligations, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Export -Import Bank of the United States, Federal Financing Bank, Federal Land Banks, Government National Mortgage Association, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation or Federal Housing Administration; (3) repurchase agreements (including those of the Agent) fully secured by collateral security described in clause (1) or (2) of this definition, which collateral (a) is held by the Agent or a third party agent approved by the Holder during the term of such repurchase agreement, (b) is not subject to liens or claims of third parties and (c) has a market value (determined at least once every (14 days) at least equal to the amount so invested; (4) certificates of deposit of, or time deposits or deposit accounts in, any bank (including the Agent) or savings and loan association (a) the debt obligations of which (or in the case of the principal bank of a holding company, the debt obligations of the bank holding company of which) have been rated A or better by S&P, or (b) which are fully insured by the Federal Deposit Insurance Corporation, or (c) which are secured at all times, in the manner and to the extent provided by law, by collateral security (described in clause (1) or (2) of this definition) of a market value (valued at least quarterly) of no less than the amount of money so invested; (5) investment agreements of financial institutions or insurance companies, in each case having uninsured, unsecured and unguaranteed obligations rated AA- or better by S&P, provided, however, that any such investment may be provided by a financial institution or insurance company having uninsured, unsecured and unguaranteed obligations not rated AA- or better by S&P, if such investment is unconditionally insured, guaranteed or enhanced by an entity whose uninsured, unsecured and unguaranteed obligations are rated AA- or better by S&P; (6) shares in any investment company registered under the federal Investment Company Act of 1940 whose shares are registered under the federal Securities Act of 1933 and -6- OHSUSA:754073716.3 whose only investments are government securities described in clause (1) or (2) of this definition and repurchase agreements fully secured by government securities described in clause (1) or (2) of this definition and/or other obligations rated AAA by S&P, including investment companies and master repurchase agreements from which the Agent or an affiliate derives a fee for investment advising or other service; (7) tax-exempt obligations of any state of the United States, or political subdivision thereof, which are rated A or better by S&P or mutual funds invested only in such obligations; (8) units of a taxable or nontaxable government money-market portfolio composed of government securities described in clause (1) and repurchase agreements collateralized by such obligations; (9) commercial paper rated A or better by S&P; (10) corporate notes or bonds with one year or less to maturity and rated A or better by S&P; or (11) any other investment approved in writing by the Holder. “Project” means the 30-unit multifamily rental housing project known as Oak Ridge Family Apartments (including one manager’s unit) and located in the City of Oakley, California. “Qualified Institutional Buyer” has the meaning set forth in Rule 144A of the Securities Act of 1933. “Regulatory Agreement” means that certain Regulatory Agreement and Declaration of Restrictive Covenants relating to the Project, dated as of August 1, 2013, between the Issuer and the Borrower, as it may be supplemented or amended in accordance with its terms. “Sole Owner” means the owner of 100% in aggregate principal amount of the Bonds then outstanding. Mechanics Bank is the initial Sole Owner. “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., or any successor thereto. “State” means the State of California. “Tax Certificate” means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Issuer and the Borrower, including all exhibits thereto, as amended in accordance with its terms. ARTICLE 2 BONDS Section 2.1. Issuance of Bonds to Fund Loan; Draw-Down Bonds. This Pledge and Assignment is entered into by the Issuer in order to provide financing for the Project through the -7- OHSUSA:754073716.3 issuance of the Bonds. The Bonds are issued as draw-down bonds. The proceeds of the Bonds shall be advanced by the Holder directly to the Agent for the account of the Issuer as and when needed by the Agent to make each advance under the Loan Agreement, and shall be applied by the Agent for the account of the Issuer to the funding of the Loan pursuant to the terms of the Loan Agreement. As consideration for the issuance and delivery of the Bonds, the Holder agrees to purchase, at par, the Bonds in an aggregate face amount (maximum principal amount) of up to $[Par Amount]. Concurrently with each advance of principal by the Agent, for the account of the Issuer, to the Borrower under the Loan Agreement of the proceeds of the Loan, including the initial advance of $[Initial Draw Amount] pursuant to the Loan Agreement, the Holder shall deliver to the Agent, for the account of the Issuer, and on account of the Holder’s purchase of a corresponding principal amount of the Bonds, an amount equal to the amount so advanced by the Agent, on account of the Issuer, to the Borrower under the Loan Agreement. Subject to the terms and conditions of the Loan Agreement, the Agent agrees to advance to the Borrower under the Loan Agreement, and the Holder agrees to deliver to the Agent for the account of the Issuer, at least $[Initial Draw Amount] on the Closing Date, and the Holder agrees to purchase Bonds in at least such amount on the Closing Date. Section 2.2. Form, Amount and Delivery of Bonds. The Bonds secured hereby are designated “County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A” and shall be delivered in substantially the form attached hereto as Exhibit A. The Bonds are being issued in the aggregate face amount of $[Par Amount], and will be payable and mature, subject to prior redemption thereof, as provided herein. Section 2.3. Principal; Maturity Date. The outstanding principal amount of the Bonds as of any given date shall be the total amount advanced by the Holder to the Agent on account of the Holder’s purchase of the Bonds (and advanced or constructively advanced by the Agent to the Borrower under the Loan Agreement as proceeds of the Loan), less any payments of principal of the Bonds previously received by such Holder of the Bonds. The principal amount of the Bonds and interest thereon shall be payable on the basis specified in Sections 2.4 and 2.6. The Bonds shall mature, and become due and payable in full, together with all accrued and unpaid interest thereon, to the extent full payment has not already been made pursuant to the Note, on [Maturity Date]. Section 2.4. Interest. Interest shall be paid on the outstanding principal amount of the Bonds (such principal determined in accordance with Section 2.3 hereof) at the Note Rate and otherwise as set forth in the Bonds. Section 2.5. Limited Obligation of Issuer and Agent to Make Payments. The payments of principal, interest, premium, late payment fees and all other amounts to be made on the Bonds to the Holder thereof shall be made in accordance with the terms of the Bonds. In no event, however, shall the Issuer or the Agent have any obligation to make or remit such payments to the Holder unless and until moneys are received therefor by the Issuer or the Agent, as the case may be, from or with respect to the Loan. Section 2.6. Corresponding Payments. The payment or prepayment of principal, interest and premium, if any, due on the Bonds shall be identical with and shall be made on the -8- OHSUSA:754073716.3 same dates, terms and conditions, as the principal, interest, premiums, late payment fees and other amounts due on the Note. Any payment or prepayment made by the Borrower of principal, interest, premium, if any, due on the Note shall be deemed to be like payments or prepayments of principal, interest and premium, if any, due on the Bonds. Payments or prepayments by the Borrower under the Note of principal, interest and premium, if any, shall be deemed to have been constructively received by the Holders as payments or prepayments on the Bonds on the date of receipt of such payments by the Agent, and interest with respect to each principal payment or prepayment shall cease to accrue upon receipt thereof by the Agent. Payments or prepayments of principal, interest and premium, if any, shall be remitted immediately by the Agent to the Holder. Late payment fees payable on the Note and other amounts, if any, payable on the Note other than principal, interest and premium shall be retained by the Agent as additional compensation. If more than one Bond is outstanding on the date of any payment on the Note, such payment shall be paid to the holders of the Bonds on a pro rata basis (based on the respective outstanding principal balances of such Bonds). Section 2.7. Replacement of Bonds. Upon receipt of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of the Bonds, or any replacement Bonds, and, in the case of any such loss, theft, or destruction, upon the delivery of an indemnity agreement reasonably satisfactory to the Issuer or, in the case of any mutilation, upon the surrender and cancellation of such mutilated Bond, the Issuer, at the expense of the Holder of such Bond, will issue a new Bond, of like tenor, in lieu of such lost, destroyed or mutilated Bond. Section 2.8. Registration and Transferability. The Bonds shall be in fully registered form, registered in the name of the Holder upon the registration books of the Agent at the of fice of the Agent, such registration to be noted on the Bonds, after which no transfer shall be valid unless made in compliance with Section 4.4 hereof and noted on said registration books and on the Bonds. Subject to Section 4.4, the Bonds shall be transferable upon said registration books by the registered owner in person or by its attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Agent, duly executed by the registered Holder or its duly authorized attorney. Upon such transfer, the Agent will note the date of registration and the name and address of the newly registered Holder on the books of the Agent and on the Bonds. The Issuer and the Agent shall deem and treat the person in whose name the Bond is last registered upon the books of the Agent, with such registration noted on the Bond, as the absolute owner thereof for the purpose of receiving payment of or on account of the principal, or interest, premium and late payment fees and for all other purposes; all such payments so made to the registered Holder or upon such Holder’s order shall be valid and effectual to satisfy and discharge the liability upon the Bonds to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. -9- OHSUSA:754073716.3 Section 2.9. Reserved. Section 2.10. Circumstances of Redemption of the Bonds. The Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows: (a) The Bonds shall be subject to redemption in whole or in part on any Interest Payment Date at a price equal to the outstanding principal amount of the Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, together with any applicable premium, upon prepayment of the Loan under the terms of the Note in whole or in part. (b) The Bonds shall be subject to redemption in whole on any date at a price equal to the outstanding principal amount of Bonds plus interest accrued thereon to the date fixed for redemption, together with any applicable premium, upon acceleration of the Loan in whole following an Event of Default (as defined in the Loan Agreement). (c) The Bonds shall be subject to redemption in whole on the Outside Conversion Date (as defined in the Loan Agreement), if the Conversion to the Permanent Phase has not occurred on or before the Outside Conversion Date, at a price equal to the outstanding principal amount of the Bonds plus interest accrued thereon to the date fixed for redemption, together with any applicable premium. (d) The Bonds shall be subject to redemption in whole or in part on any date at a price equal to the outstanding principal amount thereof to be redeem ed plus accrued interest to the redemption date, together with any applicable premium, from the proceeds of any mandatory payment of principal on the Note under the terms of the Note or the Loan Agreement. (e) The Bonds shall be subject to mandatory redemption, in part, on the Conversion Date in an amount necessary to cause the principal amount of the Bonds outstanding to equal the Permanent Phase Loan Amount, together with all interest accrued thereon through the Conversion Date. (e) The Bonds are subject to mandatory redemption, in part, at a price equal to the principal amount of the Bonds to be redeemed plus accrued interest thereon to the date fixed for redemption, without premium, upon and in the amount of scheduled principal payments made under the Note. The premium due in connection with any of the foregoing redemption provisions shall be an amount equal to the amount paid on the Note and/or the Loan in connection with such redemption that is in excess of the principal and interest on the Bonds which is otherwise due on the redemption date. The Holder is hereby authorized and directed, and hereby agrees, to fix the date for any such redemption, and, if moneys provided from the sources contemplated by this Pledge and Assignment and the Loan Agreement are available, to redeem the Bonds so called on the date so fixed by the Holder. The Holder shall give written notice of such redemption to the Issuer. Section 2.11. No Notice of Redemption. No notice of redemption of the Bonds need be given to the Holder or other owners of the Bonds. -10- OHSUSA:754073716.3 Section 2.12. Effect of Redemption. The Bonds so called for redemption shall, on the redemption date selected by the Holder, become due and payable at the redemption price specified herein. ARTICLE 3 SECURITY FOR THE BONDS Section 3.1. Delivery of Collateral. To provide security for the payment of the Bonds, the Agent and the Issuer have pledged and assigned to secure payment of the Bonds their respective right, title and interest in the Collateral to the Holder. In connection with such pledge, assignment, transfer and conveyance, the Agent shall deliver to the Holder the following documents or instruments promptly following their execution and, to the extent applicable, their recording or filing: (a) The Note endorsed without recourse in blank by the Agent; (b) The originally executed Loan Agreement and Regulatory Agreement; (c) The originally executed Deed of Trust and all other Loan Documents existing at the time of delivery of the Note and an assignment for security of the Deed of Trust from the Agent to the Holder, in recordable form; (d) Uniform Commercial Code financing statements or other chattel security documents giving notice of the Holder’s status as an assignee of the Agent’s security interest in any personal property forming part of the Project, in form suitable for filing; and (e) Uniform Commercial Code financing statements giving notice of the pledge by the Issuer and the Agent of the Collateral pledged under this Pledge and Assignment. The Agent and the Issuer shall deliver and deposit with the Holder such additional documents, financing statements, and instruments as the Holder may reasonably require from time to time for the better perfecting and assuring to the Holder of its lien and security interest in and to the Collateral. Section 3.2. Agent the Mortgagee of Record. Notwithstanding the pledge and assignment of the Collateral to the Holder hereunder, the Agent shall, except as otherwise provided in Section 9.2 of this Pledge and Assignment upon the occurrence of an Event of Default, be and remain the mortgagee of record for the Loan, and is fully authorized and empowered to service and administer the Loan as provided in Section 4.1 hereof. ARTICLE 4 SERVICING THE LOAN AND THE BONDS Section 4.1. Servicing the Loan. The Agent shall take all steps necessary to maintain its qualifications to act hereunder as mortgagee, and shall service and administer the Loan in accordance with standard mortgage banking practices, taking all steps and exercising the same -11- OHSUSA:754073716.3 degree of care and skill with respect to the Loan, the Project and the Loan Documents that it would take or exercise under the circumstances in protecting its own interests as a mortgage lender or investor therein. Except as specifically noted below, the Agent shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration of the Loan that it may deem necessary or desirable, including, without limitation, the following: (a) The making of the Loan directly to or for the account of the Borrower, pursuant to the Loan Agreement and other Loan Documents, in accordance with law and the Agent’s usual practices and procedures in administering similar projects and mortgage loans. (b) The recording and filing of documents and statements to create, preserve and release the lien of the Deed of Trust on the Project, site inspections, obtaining title updates and endorsements, processing change orders, and maintaining required insurance and escrow funds. (c) The collection, holding and disbursement in accordance with the requirements of the Loan Documents and any applicable laws, of all payments of principal and interest due under the Loan, and any other payments or sums due under or with respect to the Loan, the Deed of Trust or other Loan Documents, including, without limitation, all payments for taxes, assessments, hazard insurance premiums, service charges and late payment fees, all proceeds of title and hazard insurance policies, letters of credit, and all condemnation awards. (d) The preservation, administration, amendment, extension, renewal and enforcement of the Loan and the Loan Documents, and in this connection the Agent may do, or refrain from doing, all acts that are permitted under the terms of the Loan or the Loan Documents and which in its sole judgment may be appropriate; provided, however, that except as otherwise permitted in accordance with Section 5.2 hereof, upon the happening of a default by the Borrower under the Loan Agreement, Note or the Deed of Trust, the Agent may not take any action that would cause interest on the Bonds to be included in gross income of the owners thereof for federal income tax purposes without the prior written consent of the Issuer and the Holder, nor may the Agent do any of the following without the prior written consent of the Holder (unless the Loan Documents specifically provide therefor): (i) consent to or permit an increase in the maximum amount of the Loan, reduce the interest rate thereon, or extend the maturity date of the Note (except as expressly provided in the Loan Documents) or the due date of any principal payment thereof or the date for commencement of amortization, or (ii) make or consent to any release of the Borrower from any liability under the Loan or any of the Loan Documents. (e) The preservation and administration of all escrow funds required by any of the Loan Documents, in accordance with the requirements of the Loan Documents. Section 4.2. Paying Agent for the Bonds; Investments. The Agent shall on behalf of the Issuer serve as paying agent for the Bonds, and shall remit, directly to the Holder, the payments of principal, interest, premium, late payment fees and all other amounts due on the Bonds required by, and in accordance with, Sections 2.3, 2.4, 2.5 and 2.6 hereof. The Agent -12- OHSUSA:754073716.3 shall invest any undisbursed proceeds of the Bonds received by the Agent, if any, in Permitted Investments, as directed by the Borrower and approved by the Holder. Section 4.3. Standard of Care. In servicing and administering the Loan and acting as a paying agent for the Bonds pursuant to Sections 4.l and 4.2 hereof, the Agent shall act in the best interests of the Holder, but neither the Issuer nor the Agent shall be liable to the Holder or to any other person or entity if, in so servicing and administering the Loan and the Bonds, the Agent exercises that degree of ordinary prudence and skill that it would exercise under the circumstances in protecting its own interests as if it were the Holder, and further, neither the Issuer nor the Agent shall have any liability when the Agent acts, or refrains from acting, pursuant to the specific written instructions of the Holder. The Issuer shall have no liability to the Holder for actions taken by the Agent in servicing and administering the Loan or acting as paying agent for the Bonds, including, but not limited to, liability for the errors or omissions, willful misconduct or negligence of the Agent. Section 4.4. Sale of Bonds and This Pledge and Assignment. With the exception of a transfer to an Affiliate of the Holder, the Bonds shall only be sold, assigned, transferred or otherwise disposed of by the Holder or any Affiliate of the Holder under the conditions set forth below. (a) The Holder shall have the right to sell the Bonds in denominations of not less than $100,000 and interests in the Bonds in amounts not less than $100,000 (unless the total amount of the Bonds outstanding is less than $100,000, in which case, the Bonds may be in a denomination equal to the aggregate amount of all of the Bonds outstanding, and provided further that, in any event, the denominations need not be in multiples of $100,000) to a Qualified Institutional Buyer without the consent of the Issuer, so long as the purchaser provides an Investor Letter substantially in the form attached hereto as Exhibit B and so long as the purchaser acknowledges in writing that it shall have no right to pursue any action or claim against the Issuer except as may be provided by, and as may be limited by, this Pledge and Assignment. This restriction on transfer shall not apply at any time at which the Bonds are rated “A” or better. The Holder shall provide written notice to the Issuer identifying any person or entity acquiring the Bonds or interests therein. The Holder may disclose to any purchaser or prospective purchaser any information or other data or material in the Holder’s possession relating to the Issuer, the Bonds and the Project, without the consent of or notice to the Issuer. (b) Nothing contained in this Section 4.4 shall be deemed to limit or otherwise restrict the sale by any Holder of any participation interests in any Bond, provided that the Holder shall remain the holder of record of such Bond following the sale of any such participation interest, to a Qualified Institutional Buyer (in which event such Holder shall remain Holder for all purposes of this Pledge and Assignment); provided any such participation shall be in a principal amount of at least $100,000. Section 4.5. Indemnification of Issuer by Agent. The Holder acknowledges that notwithstanding any other provision of this Pledge and Assignment, the Agent is acting as an independent contractor and not as the agent of Issuer in servicing and administering the Loan. The Agent agrees to indemnify, hold harmless and defend the Issuer and its officers, membe rs of its Board of Supervisors and employees against all loss, costs, damages, expenses, suits, -13- OHSUSA:754073716.3 judgments, actions and liabilities of whatever nature (including, without limitation, attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to any act or omission on the part of the Agent under this Pledge and Assignment. ARTICLE 5 DEFAULTS ON LOAN Section 5.1. Defaults on Loan. Except as provided in Section 5.2 hereof, upon the happening of any default which extends beyond any applicable notice and cure period by the Borrower under the Loan Agreement, the Note or the Deed of Trust, the Agent shall (a) promptly notify the Holder and the Issuer of the default, (b) take such action as it is directed to take by the Holder to enforce the Loan Documents, and (c) promptly apply all proceeds realized upon enforcement of the Loan Documents, if any, in the following order of priority: (a) To reimburse the Agent for its expenses (including reasonable attorneys’ fees) incurred in taking such action to enforce the Loan Documents; (b) To pay to the Holder any interest accrued on the Bonds, without preference or priority of any installment of such interest over any other installment of such interest; (c) To pay to the Holder all principal outstanding on the Bonds and any corresponding unpaid premium and late payment fees, without preference or priority of any installment or amount of such principal, payment or fees; (d) To reimburse the Holder for any losses or expenses incurred by it in connection with such default and the Bonds; and (e) To pay to the Issuer any unpaid Issuer fees and expenses. The balance, if any, of such proceeds shall be applied in accordance with the Loan Documents, if applicable, and otherwise in accordance with the applicable law or as determined by the Agent and the Issuer. In the event that the Agent accepts a deed in lieu of a foreclosure or credit bids at the foreclosure sale and subsequently takes title to the Project, the Agent may request that the Issuer effect a termination of the Regulatory Agreement, but only in accordance with the terms of the Regulatory Agreement. In the event the Agent accepts a deed in lieu of a foreclosure or credit bids at foreclosure sale and subsequently takes title to the Project, the Agent shall take appropriate action to cause such deed to be delivered to the Holder. The Issuer shall have no obligation to take any action or to incur any expense with respect to any default by the Borrower and shall have no liability to the Holder, the Agent or any other person for any losses or expenses incurred as a result of such a default. Section 5.2. Action After Consultation With Holder. Upon the happening of any default by the Borrower under the Loan Agreement, the Note or the Deed of Trust, the Agent -14- OHSUSA:754073716.3 shall notify the Holder and the Issuer of such cir cumstance. The Agent may request consent of the Holder, with a written copy of such request being delivered to the Issuer, to a course of action which is other than the enforcement of the Loan Documents but which is considered reasonable or appropriate by the Agent. Such course of action may include, but shall not be limited to, waiver of payments to any escrow under the Deed of Trust, deferral of payment of principal of or interest on such Loan, entering into a forbearance agreement with the Borrower, and any similar work-out arrangement; provided, however, that no course of action shall be pursued without prior written consent of the Issuer which, in the opinion of Bond Counsel, would cause interest on the Bonds to be included in gross income for federal income tax purposes. In the event the Holder, and if applicable, the Issuer shall approve in writing any such course of action, the Agent shall take such course of action. Section 5.3. Losses and Expenses Upon Exercise of Rights. Any and all losses or expenses incurred in enforcing the Loan Documents, or as a result of an alternate course or courses of action approved by the Holder, shall be borne by the Borrower. Such losses or expenses may include, but shall not be limited to: (a) Loss resulting from nonpayment of interest on or principal of the Loan or from receipt of interest at a rate other than the rate specified in the Note. (b) Reimbursement of the Agent for expenditures made voluntarily by it for taxes, assessments, water rates, hazard insurance and similar items with respect to the Project or the Loan, or for the completion and preservation of the Project. (c) Expenses of foreclosure (including reasonable attorney’s fees and court costs) in the event the Agent forecloses the Deed of Trust. (d) Loss resulting from interest on the Bonds becoming includable in gross income for purposes of federal income taxation. (e) Costs and expenses resulting from any indemnification provided pursuant to Section 4.5 or otherwise. ARTICLE 6 REPRESENTATIONS AND COVENANTS BY AGENT AND ISSUER Section 6.1. Representations by Agent. The Agent hereby represents and warrants to the Holder that as of the date of execution of this Pledge and Assignment, the Agent is a California banking corporation duly organized and validly existing and in good standing under the laws of the State of California, and has all requisite power and authority to enter into this Pledge and Assignment and to carry out its obligations hereunder. Section 6.2. Representations by Issuer. The Issuer hereby represents and warrants to the Holder, that as of the date of execution of this Pledge and Assignment: (a) The Issuer is a political subdivision of the State of California. -15- OHSUSA:754073716.3 (b) The Bonds have been duly authorized and issued in accordance with the Act and other applicable laws of the State of California and constitute valid and binding limited obligations of the Issuer payable solely from the Collateral, to the extent provided herein. (c) The Issuer has all requisite power and authority to enter into this Pledge and Assignment and to carry out its obligations hereunder. Section 6.3. Tax-Exempt Status of the Bonds. It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes and to that end the Issuer agrees to comply with all the requirements set forth in the Tax Certificate. ARTICLE 7 BOOKS AND RECORDS; REPORTS Section 7.1. Books and Records. The Agent shall at all times keep proper books, accounts and records relating to the Loan, the Project, the Loan Documents and the Bonds in a manner conforming to normal banking practices and in accordance with generally accepted accounting principles. All such books, accounts and records shall be accessible for inspection or duplication by the Holder or the Issuer, or their respective representatives during normal business hours or at any other reasonable times. Section 7.2. Reports. The Agent shall issue a written report to the Holder and the Issuer of any material adverse condition known to the Agent which, in its reasonable judgment, could result in a default under the Loan or the Loan Documents promptly upon learning of such condition. Upon written request, the Agent shall furnish to the Holder and the Issuer a statement of the principal balance outstanding on the Bonds. ARTICLE 8 NONRECOURSE; OBLIGATIONS NOT DEBT OF ISSUER, AGENT OR STATE Section 8.1. Limited Obligations. The Bonds and the interest thereon are limited obligations of the Issuer, payable solely from the Collateral and the proceeds thereof, which is hereby specifically assigned and pledged to such purposes in the manner and to the extent provided herein. None of the Issuer, the State, any political subdivision thereof (except the Issuer, to the limited extent set forth in this Pledge and Assignment), any public agency shall in any event be liable for the payment of the principal of, premium (if any) or interest on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever, except as set forth above, and none of the Bonds or any of the Issuer’s agreements or obligations shall be construed to constitute an indebtedness of or a pledge of the faith and credit of or a loan of the credit of any of the foregoing within the meaning of any constitutional or statutory provisi on whatsoever. The Bonds, together with the interest and premium (if any) thereon and the purchase price thereof, shall not be deemed to constitute a debt or liability of the Issuer, the State, any political subdivision thereof or any public agency or a pledge of the faith and credit of the Issuer, -16- OHSUSA:754073716.3 the State, any political subdivision thereof or any public agency, but shall be payable solely from the funds provided therefor pursuant to this Pledge and Assignment. The Bonds are only a limited obligation of the Issuer as provided by the Act, and neither the Issuer nor any of its members, shall under any circumstances be obligated to pay the Bonds except from the Collateral. Neither the faith and credit of the Issuer, nor the faith and credit or taxing power of the State, any public agency or any political subdivision of the State is pledged to the payment of the principal of, premium, if any, purchase price of or interest on the Bonds, nor is the State, the Issuer, any public agency or any political subdivision of the State in any manner obligated to make any appropriation for such payment. No recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Pledge and Assignment contained (except from the Collateral), against the Issuer, any past, present or future member of its Board of Supervisors, its officers, attorneys, accountants, financial advisors, agents or staff, or the officers, attorneys, accountants, financial advisors, agents or staff of any successor public entity, as such, either directly or through the Issuer or any successor public entity, under any rule of law or penalty or otherwise, and all such liability of the Issuer, any member of its governing bodies and its officers, attorneys, accountants, financial advisors, agents and staff is hereby, and by the acceptance of the Bonds, expressly waived and released as a condition of, and in consideration for, the execution of this Pledge and Assignment and the issuance of the Bonds. It is recognized that notwithstanding any other provision of this Pledge and Assignment, that except with respect to the Collateral and the proceeds thereof, neither the Agent nor any Holder shall look to the Issuer or its members of its Board of Supervisors, directors, officers, attorneys, accountants, financial advisors, agents or staff or any successor or public entity for monetary damages suffered by the Agent or such Holder as a result of the fai lure of the Issuer to perform any covenant, undertaking or obligation under this Pledge and Assignment, the Agency Agreement, the Bonds, the Regulatory Agreement or any of the other documents referred to herein, or as a result of the incorrectness of any representation made by the Issuer in any of such documents, nor for any other reason. Although this Pledge and Assignment recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in this Pledge and Assignment shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentalit y or otherwise against the Issuer or any of members of its Board of Supervisors, officers or employees to enforce the provisions of any of such documents that the Issuer is obligated to perform and the performance of which the Issuer has not assigned to the Agent or any other person. Section 8.2. Waiver of Personal Liability. No members of the Board of Supervisors, officer, agent or employee of the Issuer shall be individually or personally liable for the paym ent of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Pledge and Assignment; but nothing herein contained shall relieve any such member of the -17- OHSUSA:754073716.3 Board of Supervisors, director, officer, agent or employee from the performance of any official duty provided by law or by this Pledge and Assignment. ARTICLE 9 DEFAULTS UNDER THIS PLEDGE AND ASSIGNMENT AGREEMENT Section 9.1. Events of Default. Each of the following events shall constitute an event of default (“Event of Default”) under this Pledge and Assignment: (a) Any failure by the Agent to remit to the Holder any payment to be made on the Bonds in accordance with the provisions of this Pledge and Assignment or the Bonds on the due date thereof; (b) If the Agent shall fail to conform or comply with any other terms or pro visions of this Pledge and Assignment or the Bonds and such failure shall continue for more than thirty (30) days after notice thereof to the Agent from the Holder or, where such default is not subject to cure within such thirty (30) day period, if the Agent within such period shall not have commenced with due diligence and dispatch the curing of such default or thereafter shall fail to prosecute and complete with due diligence and dispatch and within a reasonable time the curing of such default; (c) If any material representation or warranty made by the Agent or by the Issuer contained in this Pledge and Assignment shall prove to have been false or incorrect in any material respect on the date as of which made; (d) If the Issuer shall fail or refuse, or be unable after sixty (60) days’ notice from the Agent or the Holder to perform or comply with any term or provision of this Pledge and Assignment to be performed or complied with by the Issuer; (e) If an action or proceeding shall be brought, or judgment rendered, against or relating to the Agent or the Issuer, which has the effect of substantially impairing the rights and obligations of the Agent or the Issuer hereunder or under the Bonds or with respect to the Loan; (f) If either the Agent (during the term of its agency) o r the Issuer shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or shall fail to deny or contest the material allegations of a petition against it for any such relief; or (g) If, with respect to either the Agent (during the term of its agency) or the Issuer, a trustee, receiver or liquidator of any material part of its properties or assets shall be appointed with its consent or acquiescence, or if any such appointment, if not so consented to or acquiesced in, shall remain unvacated or unstayed for sixty (60) days. -18- OHSUSA:754073716.3 Section 9.2. Remedies. If any Event of Default shall have occurred and be continuing, the Holder shall promptly give notice to the Issuer and shall have all rights, powers, and remedies with respect to the Collateral as are available under the Uniform Commercial Code applicable thereto or as are available under any other applicable law at the time in effect and, without limiting the generality of the foregoing, the Holder may proceed at law or in equity or otherwise, to the extent permitted by applicable law: (a) to take possession of the Collateral or any part thereof, with or without legal process, and to hold, service, administer and enforce any rights thereunder or thereto, and otherwise exercise all rights of ownership thereof, including (but not limited to) the sale of all or part of the Collateral; (b) to become mortgagee of record for the Loan and to service and administer the same for its own account; (c) to service and administer the Bonds as agent and on behalf of the Issuer or otherwise, and, if applicable, to take such actions necessary to enforce the Loan Documents on its own behalf, and to take such alternative courses of action, as it may deem appropriate; or (d) to take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Bonds, this Pledge and Assignment, or the Loan Documents, or in and of the execution of any power herein granted, or for foreclosure hereunder, or for enforcement of any other appropriate legal or equitable remedy or otherwise as the Holder may elect. Section 9.3. Continuance of Obligations Upon Default by Agent. Notwithstanding any other provision of this Pledge and Assignment, upon the occurrence and continuance of any Event of Default caused by or resulting from action, inaction or other condition on the part of the Agent (a) the Bonds shall for all purposes hereof remain outstanding and shall continue in full force and effect until paid in full or cancelled, and (b) the Holder shall have the right, in its sole discretion, to exercise such rights, powers and remedies hereunder or at law as may be required to become the mortgagee of record for the Loan and to service and administer the Loan and the Bonds, and shall thereupon service and administer the Loan as mortgagee of record, or shall have the right to retain another mortgagee to so service and administer the Loan on its own behalf and administer the Bonds as agent and on behalf of the Issuer, in accordance with Sections 4.l, 4.2, 4.3, 5.l, 5.2 and 5.3 hereof, until retirement of the Bonds. Further, notwithstanding any such Event of Default, the provisions set forth in Section 4.5 hereof shall continue in full force and effect. Section 9.4. Continuance of Obligations and Servicing by Agent Upon Default by Issuer. Notwithstanding any other provision of this Pledge and Assignment, upon the occurrence and continuance of any Event of Default caused by or resulting from action, inaction or other condition on the part of the Issuer, and not caused by action, inaction or other condition on the part of the Agent, then, unless otherwise specified to the contrary by the Holder (a) the Bonds shall, to the extent possible under the law and in the best interests of the Holder, for all purposes remain outstanding and shall continue in full force and effect, (b) the Holder shall not take possession of the Collateral, become mortgagee of record for the Loan or otherwise exercise its -19- OHSUSA:754073716.3 remedies hereunder or at law, and (c) the Agent shall, to the extent possible under the law and in the best interests of the Holder, continue to service the Loan as mortgagee of record and continue to service and administer the Bonds as agent and on behalf of the Issuer in accordance herewith until retirement of the Bonds. Section 9.5. Holder Authorized to Execute Assignments, Etc. Subject to Section 4.4 hereof, the Issuer and the Agent each hereby irrevocably appoints the Holder the true and lawful attorney of such party, in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or other disposition for the enforcement of this Pledge and Assignment and the Bonds, to execute and deliver all assignments and other instruments as the Holder may consider necessary or appropriate, with full power of substitution, the Issuer and the Agent each hereby ratifying and confirming all that its said attorney or any substitute shall lawfully do by virtue hereof. If requested thereafter by the Holder, the Issuer or the Agent shall ratify and confirm any such sale, assignment, transfer or other disposition by executing and delivering to the Holder all proper assignments, releases and other instruments as may be designated in any such request. Notwithstanding the foregoing, the Holder shall not have the right to delegate the Holder’s obligation to make advances to the Agent for the account of the Issuer. Section 9.6. Waiver of Appraisal, Evaluation, Etc. The Issuer and the Agent each hereby waives, to the full extent it may lawfully do so, the benefit of all appraisal, evaluation, stay, extension and redemption laws now or hereafter in force and all rights of marshaling in the event of any sale hereunder or any taking of possession by the Holder, of the Collateral or any part thereof or any interest therein. Section 9.7. Application of Proceeds of Sale. The proceeds of any sale hereunder of the Collateral or any part thereof or any interest therein shall be applied in the order of priorities set forth in Section 5.l hereof. Section 9.8. Right of Holder to Perform Covenants of the Issuer and the Agent. If the Issuer or the Agent shall fail to take any action or to perform any obligation required of it hereunder following written notice from the Holder of not less than five (5) Business Days, the Holder, without further notice to or demand upon the Issuer or the Agent and without waiving or releasing of any obligation or default, may (but shall be under no obligation to) at any time thereafter take such action or perform such obligation for the account of the Issuer or the Agent and, in the case of the Agent, at the Agent’s expense. All sums paid by the Holder or costs incurred (including, without limitation, reasonable attorneys’ fees and expenses) together with interest thereon at the maximum legal rate from the date of payment by the Holder, shall be paid by the Agent. Section 9.9. No Waiver, Etc. No failure by the Holder to insist upon the strict performance of any term hereof or of the Bonds or the Loan Documents or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term or of any such breach. No waiver of any breach shall affect or alter this Pledge and Assignment, which shall continue in full force and effect until the Bonds are paid in full or cancelled, or the rights of the Holder with respect to any other then existing or subsequent breach. -20- OHSUSA:754073716.3 Section 9.10. Remedies Cumulative, Etc. Each right, power and remedy of the Holder provided for in this Pledge and Assignment or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Pledge and Assignment or now or hereafter existing at law or in equity or by statute or otherwise; each such right, power or remedy may be exercised by any such person in any order or sequence; and the exercise or beginning of the exercise by any such person of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such rights, powers or remedies. No failure or delay on the part of the Holder to exercise any such right, power or remedy shall operate as a waiver thereof. Any rights, powers and remedies of the Holder set forth herein shall be exercised upon the affirmative determination to exercise the same by the owners of not less than 66 2/3% of the outstanding principal amount of the Bonds. The Issuer and the Agent are hereby authorized by the Holder to rely and act upon any direction provided by the owners of not less than 66 2/3% of the outstanding principal amount of the Bonds. ARTICLE 10 MISCELLANEOUS Section 10.1. Provisions Subject to Applicable Law. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and are intended to be limited to the extent necessary so that they will not render this Pledge and Assignment invalid, unenforceable or not entitled to be rendered, registered or filed under the provisions of any applicable law. If any term of this Pledge and Assignment or any application thereof shall be invalid or unenforceable, the remainder of this Pledge and Assignment and any other application of such term shall not be affected thereby. Section 10.2. Applicable Law. This Pledge and Assignment, the Bonds and the Loan Documents shall be interpreted in accordance with and governed by the laws of the State. Section 10.3. Compromise of Action, Etc. Any action, suit or proceeding brought by the Holder pursuant to any of the terms of this Pledge and Assignment or the Bonds or otherwise, and any claim made by the Holder hereunder or under the Bonds, may be compromised, withdrawn or otherwise dealt with by the Holder following reasonable written notice to the Issuer and the Agent and without the approval of such parties. Section 10.4. Notices, Etc. All notices, demands, requests, consents, approvals and other instruments under this Pledge and Assignment shall be in writing and shall be deemed to have been properly given if mailed by first class registered or certified mail, postage prepaid, to the following addresses, or to such other addresses as the parties hereto may designate to each other by notice. To the Issuer: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Community Development Bond Program Manager -21- OHSUSA:754073716.3 To the Holder: Mechanics Bank 725 Alfred Noble Drive Hercules, California 94547 Attention: Loan Services To the Borrower: With a copy to the Investor Limited Partner: 73 Carol Ln., L.P. c/o Corporation for Better Housing 15303 Ventura Blvd., Suite 1100 Sherman Oaks, CA 91403 Attention: David Sclafani Alliant Tax Credit Facility, Ltd., a Florida limited partnership c/o Alliant Asset Management Company, LLC 21600 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 Section 10.5. Termination. This Pledge and Assignment shall cease and terminate when the Bonds have been surrendered and finally paid and all obligations secured hereby shall have been observed. Section 10.6. Duty of Issuer. Except for the actions set forth herein, the Issuer shall not be required to take any action or incur any expense not expressly provided for in this Pledge and Assignment. The Issuer shall not be obligated to take any action that might, in its reasonable judgment, involve the Issuer in any expense or liability unless it shall have been furnished with reasonable indemnity for the Issuer, the members of its Board of Supervisors, officers, directors, agents and employees. Section 10.7. Consent to Assignment. The Issuer agrees that Mechanics Bank shall have the right to assign all of the rights that it holds under this Pledge and Assignment, either as “Agent” or as “Holder,” to any Affiliate or other permitted successors or assigns of Mechanics Bank. The Issuer will execute and deliver to the Agent any documents necessary to effectuate such assignment, and will not take any action to impair the Agent’s right to assign pursuant to this Section 10.7. Section 10.8. Amendment of the Note. The Agent, with the consent of the Holder, may accept at any time an amended Note or a new Note delivered by the Borrower upon cancellation of the then-current Note; provided that no amendment or change to a Note affecting the payment terms of the Bonds shall be valid without the consent of the Issuer and receipt by the Issuer and the Agent of an opinion of Bond Counsel to the effect that such amendment or change will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. -22- OHSUSA:754073716.3 Section 10.9. Amendments, Successors and Assigns, Headings and Counterparts. Any of the terms of this Pledge and Assignment and the Bonds may be amended or waived only by an instrument signed by the Issuer, the Agent and the Holder. All of the terms of this Pl edge and Assignment shall be binding upon the successors and assigns of and all persons claiming under or through the Issuer and the Agent or any such successor or assign, and shall inure to the benefit of and be enforceable by the successors and assigns of the Holder. The headings of this Pledge and Assignment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. This Pledge and Assignment may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. Section 10.10. Delivery, Consent and Direction if Agent and Holder are the Same Entity. So long as the Agent and the Holder are the same entity, the Agent shall not be required to deliver to the Holder any notice, document, instrument or report required to be delivered by the Agent to the Holder hereunder and the Agent may take any action hereunder th at the Agent is authorized to take with the consent or upon the direction of the Holder without the receipt of such consent or direction. Remainder of this page left intentionally blank. -23- OHSUSA:754073716.3 IN WITNESS WHEREOF, the Issuer, the Agent and the Holder have each c aused this Pledge and Assignment to be executed in their respective names, by their authorized representatives, as of the date first written above. COUNTY OF CONTRA COSTA By: Authorized Representative MECHANICS BANK, as Agent By: Authorized Representative MECHANICS BANK, as Holder By: Authorized Representative A-1 OHSUSA:754073716.3 EXHIBIT A FORM OF BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE TRANSFERABILITY HEREOF IS RESTRICTED BY THE TERMS SET FORTH HEREIN AND BY THE TERMS OF THE PLEDGE AND ASSIGNMENT DESCRIBED HEREIN. $[Par Amount] (Maximum Principal Amount) COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS (OAK RIDGE FAMILY APARTMENTS) 2013 SERIES A Maximum Principal Amount Current Principal Amount Maturity Date Dated Date $[Par Amount] See Attached Principal Schedule [Maturity Date] Date of Delivery HOLDER: _______________________ The County of Contra Costa, a political subdivision of the State of California (the “Issuer”), for value received, hereby promises to pay, but only from the Collateral or the proceeds thereof (as that term is defined in the Pledge and Assignment hereinafter described), to the order of the Holder specified above, or its registered assignee (the “Holder”), at its office in Hercules, California, or such other place as the Holder may designate in writing, from the source and in the manner hereinafter provided, the principal sum of $[Par Amount], or such lesser amount as may be deemed outstanding hereunder with interest on the unpaid balance of this Bond from the Dated Date until this Bond is fully paid, at the rate computed as specified below, in any coin or currency which at the time or times of payment is legal tender for the payment of public or private debts in the United States of America. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement, the Note or the Pledge and Assignment hereinafter defined. This Bond constitutes all or part of an issue in the total authorized principal amount of $[Par Amount] issued by the Issuer to provide moneys to fund a loan (the “Loan”) to be made for the account of the Issuer to 73 Carol Ln., L.P., a California limited partnership (the “Borrower”), for the purpose of financing the construction and development of a 30-unit A-2 OHSUSA:754073716.3 multifamily rental housing project located in Oakley, California, and known as Oak Ridge Family Apartments (the “Project”). The obligations of the Borrower under the Loan will be evidenced by that certain Promissory Note, dated as of [August __, 2013], in the amount of $[Par Amount] (the “Note”) made by the Borrower to the order of Mechanics Bank as agent (the “Agent”) for the Issuer pursuant to a Master Agency Agreement dated as of August 1, 2013, between the Issuer and the Agent. This Bond is secured by a Master Pledge and Assignment (the “Pledge and Assignment”), dated as of August 1, 2013, by and among the Issuer, the Agent and the Holder. The principal amount of this Bond from time to time outstanding shall bear interest at the Note Rate until the maturity or earlier redemption thereof, computed on the same basis that interest is computed under the Note. Payments of principal and interest shall be due and payable in installments as set forth in the Note. This Bond shall be subject to redemption in whole or in part as set forth in the Pledge and Assignment, including partial redemption in connection with regularly scheduled payments of principal under the Note. If more than one Bond is outstanding on the date of any payment on the Note, such payment, whether of principal, interest, or a combination of both, shall be paid to the holders of the Bonds on a pro rata basis (based on the then respective outstanding principal balances of such Bonds) This is a draw-down Bond. The principal amount of this Bond as of any given date shall be equal to (i) the total amount of principal advanced by the Agent, on behalf of the Issuer, to the Borrower under the Note, less (ii) any payment of principal on the Bonds received by the Holders thereof. Principal amounts advanced to the Borrower on the Note and payments of principal on the Bonds shall be noted on the Principal Schedule attached hereto or otherwise recorded by the Holders with periodic statements provided, upon request, to the Issuer. This Bond shall mature on the Maturity Date set forth above, subject to the prior payment or redemption thereof under the Note, and the entire unpaid principal balance of and any accrued interest on this Bond shall be paid in full on or before such date. All payments received by the Agent under the Note shall be deemed due and owing on the Bonds to the same extent due and owing on the Note and, subject to the provisions of the Pledge and Assignment, the payments or prepayments of principal and interest, shall be identical under the Bonds with and shall be made on the same terms and conditions as such payments made on the Note. Said payments by the Borrower under the Note shall be deemed to have been constructively received by the Holders as payments on the Bonds on the date of receipt by the Agent under the Note. Payments shall be remitted to the Holder by the Agent immediately. Subject to the provisions of the Pledge and Assignment, this Bond may not be sold, assigned, transferred, participated or otherwise disposed of, in whole or in part, except upon satisfaction of the requirements of the Pledge and Assignment, including, but not limited to, the requirement that this Bond be sold or assigned only to Qualified Institutional Buyers (as defined in the Pledge and Assignment), only in denominations of A-3 OHSUSA:754073716.3 not less than $100,000 and interests in the Bonds in amounts not less than $100,000 (unless the total amount of the Bonds outstanding is less than $100,000, in which case, the Bond may be in a denomination equal to the aggregate amount of all of the Bonds outstanding, and provided further that, in any event, the denominations need not be in multiples of $100,000) and only, except in the case of transfer of a participation interest, upon receipt from the purchaser of an Investor Letter in the form attached to the Pledge and Assignment. Subject to the foregoing, this Bond is transferable upon the books of the Agent, by the registered Holder hereof in person or by its attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Agent, duly executed by the registered Holder or its duly authorized attorney. Upon such transfer, the Agent will note the date of registration and the name and address of the newly registered Holder on the books of the Issuer and in the registration blank appearing below. The Issuer may deem and treat the person in whose name this Bond is last registered upon th e books of the Agent, with such registration noted on this Bond, as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or interest and for all other purposes; all such payments so made to the registered Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. If any of the payments required by the terms hereof shall not be paid when the same becomes due, or if the payment due on the Maturity Date is not paid when due, whether by acceleration or otherwise, or upon the occurrence of an Event of Default under the Pledge and Assignment, then, or at any time thereafter, the whole of the unpaid principal and interest owing on this Bond shall, at the option of Holder and without notice, become immediately due and payable. This option may be exercised at any time after any such event and the acceptance of one or more installments or other payments from any person thereafter shall not constitute a waiver of Holder’s option. Holder’s failure to exercise said option in connection with any particular event or series of events shall not be construed as a waiver of the provisions hereof as regards any subsequent event. All of the agreements, covenants, conditions, limitations, provisions and stipulations contained in the Pledge and Assignment are hereby made a part of this Bond to the same extent and with the same effect as if they were fully set forth herein. If any payment of the principal of, interest hereon or other payments due hereunder are not made when due in accordance with the terms and conditions of this Bond, then the Holder may at its right and option declare immediately due and payable the principal of this Bond and interest accrued hereon to the date of declaration of such default, together with any reasonable attorneys’ fees incurred by the Holder in collecting or enforcing payment hereof, whether suit be brought or not, and all other sums due hereunder or under the Pledge and Assignment, notwithstanding anything to the contrary therein and payment thereof may be enforced and recovered in whole or in part, at any time, by one or more of the remedies provided in this Bond or the Pledge and Assignment. The remedies of the Holder upon an Event of Default, as provided herein and in the Pledge and Assignment, may be pursued at the sole discretion of the Holder and may be exercised as often as occasion therefor shall occur. The failure to exercise any such right or A-4 OHSUSA:754073716.3 remedy shall in no event be construed as a waiver or release thereof. Any default under the Pledge and Assignment shall constitute a default under this Bond. The Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as a continuing waiver or as a bar to or waiver of any right or remedy as to a subsequent event. This Bond may not be amended without the prior written consent of the Issuer, the Holder and the Agent. THIS BOND AND THE INTEREST HEREON IS A LIMITED OBLIGATION OF THE ISSUER, PAYABLE SOLELY FROM THE COLLATERAL. NEITHER THE ISSUER, THE STATE OF CALIFORNIA (THE “STATE”), NOR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT THE ISSUER, TO THE LIMITED EXTENT SET FORTH IN THE PLEDGE AND ASSIGNMENT) NOR ANY PUBLIC AGENCY SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM (IF ANY) OR INTEREST ON THIS BOND OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER EXCEPT AS SET FORTH HEREIN AND IN THE PLEDGE AND ASSIGNMENT, AND NONE OF THE BONDS OR ANY OF THE ISSUER’S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF OR A MORAL OBLIGATION OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER. NO MEMBER OF THE BOARD OF SUPERVISORS, OFFICER, AGENT, EMPLOYEE OR ATTORNEY OF THE ISSUER, INCLUDING ANY PERSON EXECUTING THE PLEDGE AND ASSIGNMENT OR THE BONDS, SHALL BE LIABLE PERSONALLY ON THE BONDS OR FOR ANY REASON RELATING TO THE ISSUANCE OF THE BONDS. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS, OR FOR ANY CLAIM BASED ON THE BONDS, OR OTHERWISE IN RESPECT OF THE BONDS, OR BASED ON OR IN RESPECT OF THE PLEDGE AND ASSIGNMENT, AGAINST ANY MEMBER OF THE BOARD OF SUPERVISORS, OFFICER, EMPLOYEE OR AGENT, AS SUCH, OF THE ISSUER OR ANY SUCCESSOR, WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE ACCEPTANCE OF THIS BOND AND AS PART OF THE CONSIDERATION FOR THE ISSUE OF THE BONDS, EXPRESSLY WAIVED AND RELEASED. Neither the Borrower, the Agent nor any Holder shall look to the Issuer or any o f its members of the Board of Supervisors, officers, attorneys, accountants, financial advisors, agents or staff or any successor or public entity for monetary damages suffered by the Borrower, the A-5 OHSUSA:754073716.3 Agent or such Holder as a result of the failure of the Issuer to perform any covenant, undertaking or obligation under the Pledge and Assignment, the Agency Agreement, this Bond, the Regulatory Agreement or any of the other documents referred to herein, or as a result of the incorrectness of any representation made by the Issuer in any of such documents, nor for any other reason. Although the Pledge and Assignment recognizes that such documents shall not give rise to any pecuniary liability of the Issuer, nothing contained in the Pledge and Assignment or this Bond shall be construed to preclude in any way any action or proceeding (other than that element of any action or proceeding involving a claim for monetary damages against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the Issuer or any of its members of the Board of Supervisors, officers or employees to enforce the provisions of any of such documents which the Issuer is obligated to perform and the performance of which the Issuer has not assigned to the Agent or any other person. It is intended that this Bond is made with reference to and shall be construed as a contract governed by the laws of the State. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed precedent to or in the issuance of this Bond do exist, have happened and have been performed in regular and due form as required by law. IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed and attested on its behalf by the manual or facsimile signatures of its duly authorized officers, all as of the date first set forth above. COUNTY OF CONTRA COSTA By: Chair of the Board of Supervisors ATTEST: Clerk of the Board of Supervisors A-6 OHSUSA:754073716.3 PROVISIONS AS TO REGISTRATION The ownership of the unpaid principal balance of this Bond and the interest accruing thereon is registered on the books of the Agent in the name of the registered Holder last noted below. Date of Registration Name of Registered Holder Principal Amount Outstanding Signature of Agent _______________ MECHANICS BANK ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ _________________ ________________________ ________________ ___________________ A-7 OHSUSA:754073716.3 PRINCIPAL SCHEDULE Date Amount Advanced on the Loan Principal Paid on the Bond Current Principal of the Bond Signature of Agent B-1 OHSUSA:754073716.3 EXHIBIT B FORM OF INVESTOR LETTER [Date] County of Contra Costa Martinez, California Mechanics Bank, as Agent 2251 Douglas Blvd., Suite 210 Roseville, CA 95661 RE: County of Contra Costa Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A Ladies and Gentlemen: The undersigned (the “Purchaser”) hereby acknowledges receipt, [as transferee from the previous owner thereof,] of the above-referenced bonds (the “Bonds”), dated [_________] and bearing interest from the date thereof, in fully registered form and in the aggregate principal amount of $[Par Amount], constituting [all/not less than $100,000 aggregate principal amount] of the Bonds currently outstanding. The Bonds have been checked, inspected and approved by the Purchaser. The undersigned acknowledges that the Bonds were issued for the purpose of making a mortgage loan to finance the construction and development of a multifamily rental housing development located in Oakley, California (the “Project”), as more particularly described in that certain Construction to Permanent Loan Agreement, dated of as [August 1, 2013] (the “Loan Agreement”), by and between Mechanics Bank in its capacity as agent (the “Agent”) for the County of Contra Costa (the “Issuer”), and 73 Carol Ln., L.P., a California limited partnership (the “Borrower”). The undersigned further acknowledges that the Bonds are secured by a Master Pledge and Assignment dated as of August 1, 2013 (the “Pledge and Assignment”), from the Issuer and the Agent to the Holder of the Bonds. In connection with the sale of the Bonds to the Purchaser, the Purchaser hereby makes the following representations upon which you may rely: 1. The Purchaser hereby certifies that it is a “Qualified Institutional Buyer” as defined in Rule 144A of the Securities Act of 1933. 2. The Bonds are being acquired by the Purchaser for investment and not with a view to, or for resale in connection with, any distribution of the Bonds, and the Purchaser intends to hold the Bonds for its own account and for an indefinite period of time, and does not intend at this time to dispose of all or any part of the Bonds other than as permitted by the Pledge and Assignment. The Purchaser understands that it may need B-2 OHSUSA:754073716.3 to bear the risks of this investment for an indefinite time, since any sale prior to maturity may not be possible. 3. The Purchaser understands that the Bonds have not been registered under the Securities Act of 1933, as amended (the “Act”). The Purchaser acknowledges that the Issuer requires that, if the Bonds are disposed of by it to anyone other than an Affiliate, current information, including all current financial statements with respect to the Project, which meets the disclosure requirements of any applicable state and federal securities laws then in effect, concerning the Bonds and the Project must be furnished to any prospective purchaser (other than an Affiliate), and that any disclosure document must be delivered to the Issuer before the Bonds are offered for sale to any prospective purchaser, and further acknowledges that any current exemption from registration of the Bonds does not affect or diminish such requirements. 4. The Purchaser acknowledges that it is familiar with the conditions, financial and otherwise, of the Borrower and understands that the Borrower has no significant assets other than the Project for payment of the Bonds. Further, the Purchaser understands that an investment in the Bonds involves a high degree of risk. Specifically, and without in any manner limiting the foregoing, the Purchaser understands and acknowledges that, among other risks, the Bonds are payable solely from payments made with respect to the Loan and other amounts derived from the Collateral. The Purchaser has made such inquiry with respect to all of the foregoing as it believed to be desirable for its purposes. 5. It is acknowledged that no written information has been provided by the Issuer or the Agent and that any written information furnished by any party to the transaction does not purport to fully disclose all information pertinent to the Bonds or an investment therein. 6. The Purchaser is not now and has never been controlled by, or under common control with, the Borrower. The Borrower has never been and is not now controlled by the Purchaser. The Purchaser has entered into no arrangements with the Borrower or with any affiliate of the Borrower in connection with the Bonds, other than as disclosed to the Issuer. 7. The Purchaser has authority to purchase the Bonds and to execute this letter and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. 8. In entering into this transaction the Purchaser has not relied upon any representations or opinions made by the Issuer or the Agent relating to the legal consequences or other aspects of the transactions, nor has it looked to, nor expected, the Issuer or the Agent to undertake or require any credit investigation or due d iligence reviews relating to the Borrower, its financial condition or business operations, the Project (including the financing or management thereof), or any other matter pertaining to the merits or risks of the transaction, or the adequacy of the funds pledged to secure repayment of the Bonds. The Purchaser understands and acknowledges that the B-3 OHSUSA:754073716.3 obligations of the Borrower under the Loan Agreement are not recourse obligations against the general assets of the Borrower, but are secured only by the amounts set forth thereunder. 9. The Purchaser understands that the Bonds are not secured by any pledge of any moneys received or to be received from taxation by the State of California or any political subdivision or taxing district thereof, that the Bonds will never represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of California or any political subdivision thereof; that no right will exist to have taxes levied by the State of California or any political subdivision thereof for the payment of principal and interest on the Bonds; and that the liability of the Issuer with respect to the Bonds is subject to further limitations as set forth in the Bonds and the Pledge and Assignment. 10. The Purchaser has been informed that the Bonds have not been and will not be registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, (iii) will carry no rating from any rating service and (iv) are currently exempt from the requirements of Rule 15c2-12 of under the Securities Exchange Act of 1934. 11. Although the Purchaser does not intend at this time to dispose of all or any part of the Bonds other than as permitted by the Pledge and Assignment, the Purchaser acknowledges that it has the right to sell and transfer the Bonds, subject to the delivery to the Issuer and the Agent of an investor’s letter to the same effect as this Investor’s Letter, including this paragraph 11, with no revisions except as may be approved in writing by the Issuer, unless the Bonds have been rated “A” or better by a nationally recognized, independent rating service. Failure to deliver such investor’s letter shall cause the purported transfer to be null and void unless the Bonds have been so rated “A” or better. Nothing contained herein shall limit Purchaser’s right to sell participations in the Bonds if and to the extent permitted under the Pledge and Assignment. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Pledge and Assignment. [PURCHASER] Orrick, Herrington & Sutcliffe Draft 7/29/13 OHSUSA:754069678.3 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (as supplemented and amended from time to time, this “Regulatory Agreement”) is made and entered into as of August 1, 2013, by and between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (together with any successor to its rights, duties and obligations, the “Issuer”), and 73 CAROL LN., L.P., a California limited partnership (together with any successor to its rights, duties and obligations hereunder and as owner of the Project identified herein, the “Owner”); and is agreed to and acknowledged by CORPORATION FOR BETTER HOUSING, a California nonprofit public benefit corporation (the “Ground Lessor”). W I T N E S S E T H: WHEREAS, pursuant to Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code (the “Housing Law”), the Issuer proposes to issue its Multifamily Housing Revenue Bonds (Oak Ridge Family Apartments Project) 2013 Series A (the “Bonds”), secured under a Master Pledge and Assignment, dated as of August 1, 2013 (the “Pledge and Assignment”), among the Issuer, Mechanics Bank, as agent thereunder (the “Agent”) and Mechanics Bank, as holder of the Bonds (the “Holder”); WHEREAS, the proceeds of the Bonds will be used to fund a loan to the Owner pursuant to a Construction to Permanent Loan Agreement, dated as of August 1, 2013, between the Agent, on behalf of the Issuer, and the Owner (as supplemented and amended from time to time, the “Loan Agreement”), to provide financing for the acquisition, construction and development of a multifamily rental housing project, generally known as Oak Ridge Family Apartments and located on the real property site described in Exhibit A hereto (as further described herein, the “Project”); WHEREAS, in order to assure the Issuer and the owners of the Bonds that interest on the Bonds will be excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”), and to satisfy the public purposes for which the Bonds are authorized to be issued under the Housing Law, and to satisfy the purposes of the Issuer in determining to issue the Bonds, certain limits on the occupancy of units in the Project need to be established and certain other requirements need to be met; NOW, THEREFORE, in consideration of the issuance of the Bonds by the Issuer and the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Owner hereby agree as follows: Section 1. Definitions and Interpretation. Unless the context otherwise requires, the capitalized terms used herein shall have the respective meanings assigned to them in the recitals hereto, in this Section 1 or in the Pledge and Assignment. 2 OHSUSA:754069678.3 “Administrator” means the Issuer or any administrator or program monitor appointed by the Issuer to administer this Regulatory Agreement, and any successor administrator appointed by the Issuer. “Affordable Rents” means thirty percent (30%) of an amount equal to sixty percent (60%) of the median gross income for the Area (adjusted for household size as described in Section 7(g)), less a utility allowance calculated as set for in U.S. Treasury Regulation 1.42- 10. “Area” means the Metropolitan Statistical Area or County, as applicable, in which the Project is located, as defined by the United States Department of Housing and Urban Development. “Available Units” means residential units in the Project that are actually occupied and residential units in the Project that are vacant and have been occupied at least once after becoming available for occupancy, provided that (a) a residential unit that is vacant on the later of (i) the Completion Date or (ii) the issue date of the Bonds is not an Available Unit and does not become an Available Unit until it has been occupied for the first time after such date, and (b) a residential unit that is not available for occupancy due to renovations is not an Available Unit and does not become an Available Unit until it has been occupied for the first time after the renovations are completed. “Bond Program Report” means the report to be filed by the Owner with the Administrator, on behalf of the Issuer, pursuant to Section 4(f) hereof, which shall be submitted electronically through the FOCUS Program or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer. “CDLAC” means the California Debt Limit Allocation Committee or its successors. “CDLAC Conditions” has the meaning given such term in Section 7(h) of this Regulatory Agreement. “Certificate of Continuing Program Compliance” means the Certificate to be filed by the Owner with the Administrator, on behalf of the Issuer, pursuant to Section 4(f) hereof, which shall be substantially in the form attached as Exhibit C hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer. “Closing Date” means [August __, 2013] the date the Bonds are issued and delivered to the initial purchaser thereof. “Code” means the Internal Revenue Code of 1986. “Completion Date” means the date on which the Project is first available for occupancy. 3 OHSUSA:754069678.3 “County” means the County of Contra Costa, California. “Deed of Trust” means the Construction to Permanent Deed of Trust, with Assignment of Rents, Security Agreement and Fixture Filing executed as of [August 1, 2013] by the Owner and Corporation for Better Housing, collectively, as trustor, naming the Agent, in its capacity as agent for the Issuer, as beneficiary thereunder, encumbering (among other things) the Project and securing the Loan, as recorded in the official records of County of Contra Costa, California. “FOCUS Program” means (a) the web based compliance report system located at www.housingcompliance.org/ContraCosta utilized by the Issuer to verify the Owner’s compliance with this Regulatory Agreement, or (b) any other program used by the Issuer that is substantially similar to the program described in the preceding clause (a) to verify the Owner’s compliance with this Regulatory Agreement. “Gross Income” means the gross income of a person (together with the gross income of all persons who intend to reside with such person in one residential unit) as calculated in the manner prescribed under section 8 of the United States Housing Act of 1937 (or, if such program is terminated, under such program as in effect immediately before such termination). “Ground Lease” means that certain Amended and Restated Ground Lease, dated as of [_____, 2013], between the Ground Lessor, as lessor, and the Owner, as lessee, pursuant to which the Owner holds a leasehold estate in the real property site described in Exhibit A hereto. “Ground Lessor” means the Corporation for Better Housing, a California nonprofit public benefit corporation, owner of the fee estate in the real property site described in Exhibit A hereto. “Housing Act” means the United States Housing Act of 1937, as amended, or its successor. “Housing Law” means Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code, as amended. “Income Certification” means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer. “Investor Limited Partner” means Alliant Tax Credit Facility, Ltd., a Florida limited partnership company, its successors and assigns. “Low Income Tenant” means a tenant occupying a Low Income Unit. “Low Income Unit” means any Available Unit if the aggregate Gross Income of all tenants therein does not exceed limits determined in a manner consistent with determinations of “low-income families” under Section 8 of the Housing Act, provided that the percentage of 4 OHSUSA:754069678.3 median gross income that qualifies as low income hereunder shall be sixty percent (60%) of median gross income for the Area, with adjustments for family size. If all the occupants of an Available Unit are students (as defined under Section 151(c)(4) of the Code), no one of whom is entitled to file a joint return under Section 6013 of the Code, the unit shall not constitute a Low Income Unit. The determination of an Available Unit’s status as a Low Income Unit shall be made by the Owner upon commencement of each lease term with respect to such unit, and annually thereafter, on the basis of an Income Certification executed by each tenant. In the event a new tenant occupies a unit during a particular lease term, the status of the unit as a Low Income Unit shall be re-determined at that time, based upon an Income Certification of the new tenant and holdover tenant. In the case of the holdover tenant(s), income will be based upon the greater of (i) the Gross Income in a new Income Certification of the holdover tenant(s) and (ii) the Gross Income of the most recent prior Income Certification(s) for the holdover tenant(s). “Owner” means 73 Carol Ln., L.P., a California limited partnership, the owner of the Project and the holder of a leasehold estate, pursuant to the Ground Lease, in the real property site described in Exhibit A hereto. “Project” means the 29-unit multifamily rental housing development (plus one manager unit) located on the real property site described in Exhibit A hereto, consisting of those facilities, including real property, structures, buildings, fixtures or equipment situated thereon, as it may at any time exist, the construction and development of which facilities is to be financed, in whole or in part, from the proceeds of the sale of the Bonds or the proceeds of any payment by the Owner pursuant to the Loan Agreement, and any real property, structures, buildings, fixtures or equipment acquired in substitution for, as a renewal or replacement of, or a modification or improvement to, all or any part of the facilities described in the Loan Agreement. “Qualified Project Period” means the period beginning on the first day on which at least 10% of the units in the Project are first occupied and ending on the latest of the following: (A) the date that is fifteen (15) years after the date on which at least fifty percent (50%) of the units in the Project are first occupied; (B) the first date on which no Tax-Exempt private activity bonds with respect to the Project are Outstanding; (C) the date on which any assistance provided with respect to the Project under Section 8 of the Housing Act terminates; or (D) such later date as may be set forth in the CDLAC Conditions. “Regulations” means the Income Tax Regulations of the Department of the Treasury applicable under the Code from time to time. “Regulatory Agreement” means this Regulatory Agreement and Declaration of Restrictive Covenants, as it may be supplemented and amended from time to time. 5 OHSUSA:754069678.3 “Tax-Exempt” means with respect to interest on any obligations of a state or local government, including the Bonds, that such interest is excluded from gross income for federal income tax purposes; provided, however, that such interest may be includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax, under the Code. “Transfer” means the conveyance, assignment, sale or other disposition of all or any portion of the Project; and shall also include, without limitation to the foregoing, the following: (1) an installment sales agreement wherein Owner agrees to sell the Project or any part thereof for a price to be paid in installments; and (2) an agreement by the Owner leasing all or a substantial part of the Project to one or more persons or entities pursuant to a single or related transactions; provided that the granting of the Deed of Trust shall not constitute a “Transfer”. Unless the context clearly requires otherwise, as used in this Regulatory Agreement, words of any gender shall be construed to include each other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Regulatory Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The titles and headings of the sections of this Regulatory Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Regulatory Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. The parties to this Regulatory Agreement acknowledge that each party and their respective counsel have participated in the drafting and revision of this Regulatory Agreement. Accordingly, the parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Regulatory Agreement or any supplement or exhibit hereto. Section 2. Representations, Covenants and Warranties of the Owner. (a) The Owner hereby incorporates herein, as if set forth in full herein, each of the representations, covenants and warranties of the Owner that are contained in the Tax Certificate. (b) The Owner hereby represents and warrants that the Project is located entirely within the County of Contra Costa. (c) The Owner acknowledges, represents and warrants that it understands the nature and structure of the transactions contemplated by this Regulatory Agreement; that it is familiar with the provisions of all of the documents and instruments relating to the Bonds to which it is a party or of which it is a beneficiary; that it understands the financial and legal risks inherent in such transactions; and that it has not relied on the Issuer for any guidance or expertise 6 OHSUSA:754069678.3 in analyzing the financial or other consequences of such transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds to assist the Owner in constructing and developing the Project. Section 3. Qualified Residential Rental Project. The Owner hereby acknowledges and agrees that the Project is to be owned, managed and operated as a “residential rental project” (within the meaning of Section 142(d) of the Code) for a term equal to the Qualified Project Period. To that end, and for the term of this Regulatory Agreement, the Owner hereby represents, covenants, warrants and agrees as follows: (a) The Project will be constructed, developed and operated for the purpose of providing multifamily residential rental property. The Owner will own, manage and operate the Project as a project to provide multifamily residential rental property comprised of a building or structure or several interrelated buildings or structures, together with any functionally related and subordinate facilities, and no other facilities, in accordance with Section 142(d) of the Code, Section 1.103-8(b) of the Regulations and the provisions of the Housing Law, and in accordance with such requirements as may be imposed thereby on the Project from time to time. (b) All of the dwelling units in the Project will be similarly constructed units, and each dwelling unit in the Project will contain complete separate and distinct facilities for living, sleeping, eating, cooking and sanitation for a single person or a family, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink. (c) None of the dwelling units in the Project will at any time be utilized on a transient basis or rented for a period of less than 30 consecutive days, or will ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home or trailer court or park. (d) No part of the Project will at any time during the Qualified Project Period be owned by a cooperative housing corporation, nor shall the Owner take any steps in connection with a conversion to such ownership or use, and the Owner will not take any steps in connection with a conversion of the Project to condominium ownership during the Qualified Project Period (except that the Owner may obtain final map approval and the Final Subdivision Public Report from the California Department of Real Estate and may file a condominium plan with the County). (e) All of the Available Units in the Project (except for not more than one unit set aside for resident manager or other administrative use) will be available for rental during the Qualified Project Period on a continuous basis to members of the general public, on a first -come- first-served basis, and the Owner will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that dwelling units are required to be leased or rented in such a manner that they constitute Low Income Units. (f) The Project consists of a parcel or parcels that are contiguous except for the interposition of a road, street or stream, and all of the facilities of the Project comprise a 7 OHSUSA:754069678.3 single geographically and functionally integrated project for residential rental property, as evidenced by the ownership, management, accounting and operation of the Project. (g) No dwelling unit in the Project shall be occupied by the Owner; provided, however, that if the Project contains five or more dwelling units, this provision shall not be construed to prohibit occupancy of not more than one dwelling unit by a resident manager or maintenance personnel any of whom may be the Owner. (h) The Owner shall deliver to the Issuer and the Agent, (i) within 30 days after the date on which 10% of the dwelling units in the Project are occupied, a written notice specifying such date, and (ii) within 30 days after the date on which 50% of the dwelling units in the Project are occupied, a written notice specifying such date. Section 4. Low Income Tenants; Reporting Requirements. Pursuant to the requirements of the Code, the Owner hereby represents, warrants and covenants as follows: (a) During the Qualified Project Period, no less than 40% of the total number of completed units in the Project (other than the one unit set aside for manager or administrative use) shall at all times be Low Income Units; provided that the one unit set aside for manager or administrative use shall at all times be used for such purposes or be a Low Income Unit. For the purposes of this paragraph (a), a vacant unit that was most recently a Low Income Unit is treated as a Low Income Unit until reoccupied, other than for a temporary period of not more than 31 days, at which time the character of such unit shall be redetermined. (b) No tenant qualifying as a Low Income Tenant upon initial occupancy shall be denied continued occupancy of a unit in the Project because, after admission, the aggregate Gross Income of all tenants in the unit occupied by such Low Income Tenant increases to exceed the qualifying limit for a Low Income Unit. However, should the aggregate Gross Income of tenants in a Low Income Unit, as of the most recent determination thereof, exceed one hundred forty percent (140%) of the applicable income limit for a Low Income Unit occupied by the same number of tenants, the next available unit of comparable or smaller size must be rented to (or held vacant and available for immediate occupancy by) Low Income Tenant(s). The unit occupied by such tenants whose aggregate Gross Income exceeds such applicable income limit shall continue to be treated as a Low Income Unit for purposes of the 40% requirement of Section 4(a) hereof unless and until an Available Unit of comparable or smaller size is rented to persons other than Low Income Tenants. (c) For the Qualified Project Period, the Owner will obtain, complete and maintain on file Income Certifications for each Low Income Tenant, including (i) an Income Certification dated immediately prior to the initial occupancy of such Low Income Tenant in the Project, and (ii) thereafter, an annual Income Certification with respect to each Low Income Tenant. In lieu of obtaining an annual Income Certification, the Owner may, with respect to any particular twelve-month period ending September 30, deliver to the Administrator no later than October 15 of such year a certification that as of September 30 of such year, no residential unit in the Project was occupied within the preceding twelve months by a new resident whose income exceeded the limit applicable to Low Income Tenants upon admission to the Project. The 8 OHSUSA:754069678.3 Administrator may at any time and in its sole and absolute discretion notify the Owner in writing that it will no longer accept certifications of the Owner made pursuant to the preceding sentence and that the Owner will thereafter be required to obtain annual Income Certifications for tenants. The Owner will also provide such additional information as may be required in the future by the Code or State law, as the same may be amended from time to time, or by the Issuer, or in such other form and manner as may be required by applicable rules, rulings, policies, procedures, Regulations or other official statements now or hereafter promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service with respect to Tax-Exempt obligations. Upon request of the Administrator or the Issuer, copies of Income Certifications for Low Income Tenants commencing or continuing occupation of a Low Income Unit shall be submitted to the Administrator or the Issuer, as requested. (d) The Owner shall verify that the income information provided by an applicant in an Income Certification is accurate by taking one or more of the following steps as a part of the verification process: (1) obtain a pay stub for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain a credit report or conduct a similar type credit search, (4) obtain an income verification from the applicant’s current employer, (5) obtain an income verification from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (6) if the applicant is unemployed and does not have an income tax return, obtain another form of independent verification reasonably acceptable to the Issuer. (e) The Owner will maintain complete and accurate records pertaining to the Low Income Units, and will permit any duly authorized representative of the Issuer, the Administrator, the Agent, the Department of the Treasury or the Internal Revenue Service to inspect the books and records of the Owner pertaining to the Project, including those records pertaining to the occupancy of the Low Income Units. (f) The Owner will prepare and submit to the Administrator, on behalf of the Issuer, not less than quarterly, commencing not less than three months after the Completion Date, a Certificate of Continuing Program Compliance executed by the Owner in substantially the form attached hereto as Exhibit C and a Bond Program Report via the FOCUS Program. During the Qualified Project Period, the Owner shall submit a completed Internal Revenue Code Form 8703 or such other annual certification as required by the Code with respect to the Project, to the Secretary of the Treasury on or before January 31 of each year (or such other date as may be required by the Code). (g) For the Qualified Project Period, all tenant leases or rental agreements shall be subordinate to this Regulatory Agreement and the Deed of Trust. All leases pertaining to Low Income Units shall contain clauses, among others, wherein each tenant who occupies a Low Income Unit: (i) certifies the accuracy of the statements made by such tenant in the Income Certification; (ii) agrees that the family income and other eligibility requirements shall be deemed substantial and material obligations of the tenancy of such tenant, that such tenant will comply promptly with all requests for information with respect thereto from the Owner, the Issuer, the Agent or the Administrator, on behalf of the Issuer, and that the failure to provide accurate information in the Income Certification or refusal to comply with a request for 9 OHSUSA:754069678.3 information with respect thereto shall be deemed a violation of a substantial obligation of the tenancy of such tenant; (iii) acknowledges that the Owner has relied on the statements made by such tenant in the Income Certification and supporting information supplied by the Low Income Tenant in determining qualification for occupancy of the Low Income Unit, and that any material misstatement in such certification (whether or not intentional) will be cause for immediate termination of such lease or rental agreement; and (iv) agrees that the tenant’s income is subject to annual certification in accordance with Section 4(c) and that if upon any such certification such tenant’s Gross Income exceeds the applicable income limit under Section 4(b), such tenant may cease to qualify as a Low Income Tenant and such tenant’s rent may be subject to increase. For purposes of this Section 4, no unit occupied by a residential manager shall be treated as a rental unit during the time of such occupation. Section 5. Tax-Exempt Status of Bonds. The Owner and the Issuer, as applicable, each hereby represents, warrants and agrees as follows: (a) The Owner and the Issuer will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the Tax- Exempt nature of the interest on the Bonds and, if either of them should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (b) The Owner and the Issuer will file of record such documents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the Issuer (with a copy to the Agent and the Owner), in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project, including, but not limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County. Section 6. Additional Requirements of the Housing Law. In addition to the requirements set forth above, the Owner hereby agrees that it shall comply with each of the requirements of Section 52080 of the Housing Law, including the following: (a) Not less than 40% of the total number of units in the Project shall be available for occupancy on a priority basis to Low Income Tenants; which units may be the same units that satisfy the requirements of Section 4(a) of this Regulatory Agreement. The units made available to meet this requirement shall be of comparable quality and offer a range of sizes and numbers of bedrooms comparable to the units that are available to other tenants in the Project. (b) The rental payments (inclusive of any utilities allowance) for the Low Income Units paid by the tenants thereof (excluding any supplemental rental assistance from the State, the federal government or any other public agency to those tenants or on behalf of those units) shall not exceed 30% of an amount equal to 60% of the median adjusted gross income for the Area. 10 OHSUSA:754069678.3 (c) The Owner shall accept as tenants, on the same basis as all other prospective tenants, low-income persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing program under Section 8 of the Housing Act. The Owner shall not permit any selection criteria to be applied to Section 8 certificate or voucher holders that are more burdensome than the criteria applied to all other prospective tenants. (d) The units reserved for occupancy as required by Section 4(a) shall remain available on a priority basis for occupancy at all times on and after the Closing Date and continuing through the Qualified Project Period. (e) During the three (3) years prior to the expiration of the Qualified Project Period, the Owner shall continue to make available to eligible households Low Income Units that have been vacated to the same extent that nonreserved units are made available to noneligible households. (f) Following the expiration or termination of the Qualified Project Period, except in the event of foreclosure and redemption of the Bonds, deed in lieu of foreclosure, eminent domain, or action of a federal agency preventing enforcement, units reserved for occupancy as required by subsection (a) of this Section shall remain available to any eligible tenant occupying a reserved unit at the date of such expiration or termination, at the rent determined by subsection (b) of this Section, until the earliest of (1) the household’s income exceeds 140% of the maximum eligible income specified above, (2) the household voluntarily moves or is evicted for good cause (as defined in the Housing Law), (3) 30 years after the date of the commencement of the Qualified Project Period, or (4) the Owner pays the relocation assistance and benefits to households as provided in Section 7264(b) of the California Government Code. (g) Except as set forth in Section 13 hereof, the covenants and conditions of this Regulatory Agreement shall be binding upon successors in interest of the Owner. (h) This Regulatory Agreement shall be recorded in the office of the county recorder of the County of Contra Costa, California, and shall be recorded in the grantor-grantee index to the names of the Owner as grantor and to the name of the Issuer as grantee Section 7. Additional Requirements of the Issuer; CDLAC Requirements. In addition to the requirements set forth above and to the extent not prohibited thereby, the Owner hereby agrees to comply with each of the requirements of the Issuer set forth in this Section 7, as follows: (a) The Owner will pay to the Issuer all of the amounts required to be paid by the Owner under Section 20 of this Regulatory Agreement and will indemnify the Issuer and the Agent as provided in Section 9 of this Regulatory Agreement. (b) Rental payments paid by Low Income Tenants for the Low Income Units shall not exceed Affordable Rents. 11 OHSUSA:754069678.3 (c) All tenant lists, applications and waiting lists relating to the Project shall at all times be kept separate and identifiable from any other business of the Owner and shall be maintained as required by the Issuer, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the Issuer upon reasonable advance notice to the Owner. (d) The Owner shall submit to the Administrator, on behalf of the Issuer, within fifteen (15) days after receipt of a written request, any information or completed forms requested by the Issuer or the Administrator in order to comply with reporting requirements of the Internal Revenue Service or the State. (e) The Owner shall not discriminate on the basis of race, creed, color, religion, sex, sexual orientation, marital status, national origin, source of income (e.g. SSI), ancestry or handicap in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation or management of the Project, and will not discriminate on the basis of household size so long as the tenants meet the household size standards of Section 8 of the Housing Act. Further, the Owner shall not permit occupancy in any unit in the Project by more persons than is permissible under the Section 8 household size standards. (f) The Owner shall comply with any reasonable request made by the Administrator (if other than the Issuer) or the Issuer to deliver to any such Administrator, in addition to or instead of the Issuer, any reports, notices or other documents required to be delivered pursuant hereto, and, upon reasonable notice and during normal business hours, to make the Project and the books and records with respect thereto available for inspection by the Issuer or the Administrator as an agent of the Issuer. (g) For purposes of Section 7(b), the base rents shall be adjusted for household size, to the extent permitted by law, and in making such adjustments it shall be assumed that one person will occupy a studio unit, two persons will occupy a one-bedroom unit, three persons will occupy a two-bedroom unit, four persons will occupy a three-bedroom unit, and five persons will occupy a four-bedroom unit. (h) The Owner shall comply with the conditions set forth in Exhibit A to that certain CDLAC Resolution No. 13-30 relating to the Project and adopted on May 15, 2013, as revised by the CDLAC letter date [____, 2013] (collectively, the “CDLAC Conditions”), as they may be modified or amended from time to time, which conditions are incorporated herein by reference and made a part hereof. The Owner will prepare and submit to CDLAC, not later than March 1, until the end of the Qualified Project Period, a Certificate of CDLAC Program Compliance, in substantially the form attached to the CDLAC Conditions, executed by an authorized representative of the Owner. The Issuer and the Administrator shall have no obligation to monitor the Owner’s compliance with the CDLAC Conditions. (i) Except as otherwise provided in Section 13 of this Regulatory Agreement, this Regulatory Agreement shall terminate on the date 55 years after the Closing Date, as required by the CDLAC Conditions. 12 OHSUSA:754069678.3 Any of the foregoing requirements of the Issuer contained in this Section 7 (except (h) and (i) above, which may only be waived with the consent of CDLAC) may be expressly waived by the Issuer, in its sole discretion, in writing, but (i) no waiver by the Issuer of any requirement of this Section 7 shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement except to the extent the Issuer has received an opinion of Bond Counsel that any such provision is not required by the Act and the Housing 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 of this Section 7 shall be void and of no force and effect if the Issuer and the Owner receive a written opinion of Bond Counsel to the effect that compliance with any such requirement would cause interest on the Bonds to cease to be Tax-Exempt or to the effect that compliance with such requirement would be in conflict with the Act, the Housing Law or any other state or federal law. Section 8. Modification of Covenants. The Owner and the Issuer hereby agree as follows: (a) To the extent any amendments to the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer (with a copy to the Agent), retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on, the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer (with a copy to the Agent), impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, and the Owner (with the consent of the Agent), and only upon receipt by the Issuer of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 hereof. (c) The Owner and the Issuer shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints, pursuant to the Agency Agreement, the Agent as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Agent shall not be required to take any action under this subsection. Nothing in this subsection (c) shall be construed to allow the Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer. 13 OHSUSA:754069678.3 Section 9. Indemnification; Other Payments. To the fullest extent permitted by law, the Owner agrees to indemnify, hold harmless and defend the Issuer and each of its members of its Board of Supervisors, officers, directors, officials, employees, attorneys, and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to: (i) the Pledge and Assignment, the Agency Agreement, the Loan Agreement and all documents related thereto, or the execution or amendment thereof or in connection with transactions contemplated thereby, including the issuance, sale, resale or remarketing of the Bonds (provided that such agreement to indemnify shall not be deemed to create any personal liability on the part of the Owner or any of its partners for the payment of principal of and interest on the Loan); (ii) any act or omission of the Owner or any of its agents, contractors, servants, employees or licensees in connection with the Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, construction or rehabilitation of, the Project or any part thereof; (iii) any lien or charge upon payments by the Owner to the Issuer or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer in respect of any portion of the Project; (iv) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from, the Project or any part thereof; (v) the defeasance and/or redemption, in whole or in part, of the Bonds; (vi) any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact by the Owner contained in any offering statement or disclosure document for the Bonds or any of the documents relating to the Bonds to which the Owner is a party, or any omission or alleged omission from any offering statement or disclosure document for the Bonds of any material fact necessary to be stated therein in order to make the statements made therein by the Owner, in the light of the circumstances under which they were made, not misleading; 14 OHSUSA:754069678.3 (vii) any declaration of taxability of interest on the Bonds, or allegations (or regulatory inquiry) that interest on the Bonds is taxable, for federal tax purposes; except to the extent such damages are caused by the willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Owner, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnified Party, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party shall have the right to review and approve or disapprove any such compromise or settlement. Each Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Owner shall pay the reasonable fees and expenses of such separate counsel; provided, however, that such Indemnified Party may only employ separate counsel at the expense of the Owner if in the judgment of such Indemnified Party a conflict of interest exists by reason of common representation or if all parties commonly represented do not agree as to the action (or inaction) of counsel. Notwithstanding any transfer of the Project to another owner in accordance with the provisions of this Regulatory Agreement, the Owner shall remain obligated to indemnify each Indemnified Party pursuant to this Section if such subsequent owner fails to indemnify any party entitled to be indemnified hereunder, unless such Indemnified Party has consented to such transfer and to the assignment of the rights and obligations of the Owner hereunder. The rights of any persons to indemnity hereunder and rights to payment of fees and reimbursement of expenses hereunder shall survive the final payment or defeasance of the Bonds. The provisions of this Section shall survive the term of the Bonds and this Regulatory Agreement but only as to claims arising from events occurring during the term of this Regulatory Agreement. Section 10. Consideration. The Issuer has agreed to issue the Bonds to provide funds to lend to the Owner to finance the Project, all for the purpose, among others, of inducing the Owner to construct, develop and operate the Project. In consideration of the issuance of the Bonds by the Issuer, the Owner has entered into this Regulatory Agreement and has agreed to restrict the uses to which this Project can be put on the terms and conditions set forth herein. Section 11. Reliance. The Issuer and the Owner hereby recognize and agree that the representations and covenants set forth herein may be relied upon by all persons interested in the legality and validity of the Bonds, in the exemption from California personal income taxation of interest on the Bonds and in the Tax-Exempt status of the interest on the Bonds. In performing their duties and obligations hereunder, the Issuer, the Administrator and the Agent may rely upon statements and certificates of the Low Income Tenants, and upon audits of the books and records of the Owner pertaining to the Project. In addition, the Issuer may consult with counsel, and the opinion of such counsel shall be full and complete authorization 15 OHSUSA:754069678.3 and protection in respect of any action taken or suffered by the Issuer or the Administrator hereunder in good faith and in conformity with such opinion. Section 12. Sale or Transfer of the Project. For the Qualified Project Period, the Owner shall not, except as otherwise provided below, Transfer the Project, in whole or in part, without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed if the following conditions are satisfied: (A) the receipt by the Issuer of evidence acceptable to the Issuer that (1) the Owner shall not be in default hereunder or under the Loan Agreement, if in effect (which may be evidenced by a Certificate of Continuing Program Compliance), or the transferee undertakes to cure any defaults of the Owner to the reasonable satisfaction of the Issuer; (2) the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (3) either (a) the transferee or its property manager has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects, or (b) the transferee agrees to retain a property management firm with the experience and record described in subclause (a) above, or (c) the transferring Owner or its management company will continue to manage the Project, or another management company reasonably acceptable to the Issuer will manage, for at least one year following such Transfer and, if applicable, during such period the transferring Owner or its management company will provide training to the transferee and its manager in the responsibilities relating to the Low Income Units; and (4) the person or entity that is to acquire the Project does not have pending against it, and does not have a history of significant and material building code violations or complaints concerning the maintenance, upkeep, operation, and regulatory agreement compliance of any of its projects as identified by any local, state or federal regulatory agencies; (B) the execution by the transferee of any document reasonably requested by the Issuer with respect to the assumption of the Owner’s obligations under this Regulatory Agreement and the Loan Agreement (if then in effect), including without limitation an instrument of assumption hereof and thereof, and delivery to the Issuer of an opinion of such transferee’s counsel to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such transferee, subject to bankruptcy and other standard limitations affecting creditor’s rights; (C) receipt by the Issuer of an opinion of Bond Counsel to the effect that any such Transfer will not adversely affect the Tax -Exempt status of interest on the Bonds; and (D) receipt by the Issuer of all fees and/or expenses then currently due and payable to the Issuer by the Owner. The Issuer shall have at least 30 days to review and approve the form of the documents described in this paragraph. It is hereby expressly stipulated and agreed that any Transfer of the Project in violation of this Section 12 shall be null, void and without effect, shall cause a reversion of title to the Owner, and shall be ineffective to relieve the Owner of its obligations under this Regulatory Agreement. The written consent of the Issuer to any Transfer of the Project shall constitute conclusive evidence that the Transfer is not in violation of this Section 12. Nothing contained in this Section 12, nor any consent granted by Issuer hereunder, shall waive or otherwise affect any provision of any Loan Agreement or of any other document or instrument between the Owner and any other party, including, but not limited to, the Agent or the Holder, 16 OHSUSA:754069678.3 which requires the Owner to obtain the consent of such other party as a precondition to sale, transfer or other disposition of the Project. Upon any Transfer that complies with this Regulatory Agreement, the Owner shall be fully released from its obligations hereunder to the extent such obligations have been fully assumed in writing by the transferee of the Project. The Issuer hereby consents to transfers of partnership interests within the Owner and, subject to the requirements of the Tax Certificate, no further consent of the Issuer shall be required for any such transfers. For the Qualified Project Period, the Owner shall not: (1) encumber any of the Project or grant commercial leases of any part thereof, or permit the conveyance, transfer or encumbrance of any part of the Project, except for (A) the Deed of Trust and Permitted Encumbrances (as defined in the Deed of Trust), or (B) a Transfer in accordance with the terms of this Regulatory Agreement, in each case upon receipt by the Issuer of an opinion of Bond Counsel to the effect that such action will not adversely affect the Tax -Exempt status of interest on the Bonds (provided that such opinion will not be required with respect to any encumbrance, lease or transfer relating to a commercial operation or ancillary facility that will be available for tenant use and is customary to the operation of multifamily housing developments similar to the Project); (2) demolish any part of the Project or substantially subtract from any real or personal property of the Project, except to the extent that what is demolished or removed is replaced with comparable property or such demolition or removal is otherwise permitted by the Loan Agreement or the Deed of Trust; or (3) permit the use of the dwelling accommodations of the Project for any purpose except rental residences. The foregoing notwithstanding, restrictions on Transfer of the Project, consents of the Issuer, transferee agreements, transferee criteria and requirements, opinion requirements, assumption fees, transfer fees, penalties and the like shall not apply to any Transfer of title to the Project to a third party by foreclosure, deed in lieu of foreclosure or comparable conversion under the Deed of Trust or to any subsequent transfer by a third party following foreclosure, deed in lieu of foreclosure or comparable conversion under the Deed of Trust. Nothing contained in this Regulatory Agreement shall affect any provision of the Deed of Trust or any of the other Loan Documents that requires the Owner to obtain consent of any other party, including the Agent or the Holder as a precondition to any Transfer of the Project. The Owner acknowledges that neither the Agent nor the Holder has consented to any such transfer. No covenant obligating the Owner to obtain an agreement from any transferee to abide by all requirements and restrictions of the Regulatory Agreement shall have any applicability to a Transfer upon foreclosure, deed in lieu of foreclosure or comparable conversion under the Deed of Trust. Any written consent to a Transfer obtained from the Issuer must be deemed to constitute conclusive evidence that the Transfer is not a violation of the Transfer provisions of this Section 12. Section 13. Term. Subject to the terms of the following paragraph, this Regulatory Agreement and all and several of the terms hereof shall become effective upon its execution and delivery, and shall remain in full force and effect for the period provided herein and shall terminate as to any provision not otherwise provided with a specific termination date and shall terminate in its entirety at the end of the Qualified Project Period, it being expressly 17 OHSUSA:754069678.3 agreed and understood that the provisions hereof are intended to survive the retirement of the Bonds and discharge of the Pledge and Assignment and the Loan Agreement. The terms of this Regulatory Agreement to the contrary notwithstanding, the requirements of this Regulatory Agreement shall terminate and be of no further force and effect in the event of (i) involuntary noncompliance with the provisions of this Regulatory Agreement caused by fire, seizure, requisition, change in a federal law or an action of a federal agency after the Closing Date, which prevents the Issuer from enforcing such provisions, or (ii) foreclosure, exercise of power of sale, transfer of title by deed in lieu of foreclosure, or condemnation or a similar event, but only if, within a reasonable period, either the Bonds are retired or amounts received as a consequence of such event are used to provide a project that meets the requirements hereof; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure, exercise of power of sale, or the delivery of a deed in lieu of foreclosure or a similar event, the Owner or any related person (within the meaning of Section 1.103-10(e) of the Regulations) obtains an ownership interest in the Project for federal income tax purposes. The Owner hereby agrees that, following any foreclosure, exercise of power of sale, transfer of title by deed in lieu of foreclosure or similar event, neither the Owner nor any such related person as described above will obtain an ownership interest in the Project for federal tax purposes. Notwithstanding any other provision of this Regulatory Agreement, this Regulatory Agreement may be terminated upon agreement by the Issuer and the Owner upon receipt by the Issuer and Holder of an opinion of Bond Counsel (with a copy to the Agent) to the effect that such termination will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver and record appropriate instruments of release and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 14. Covenants to Run With the Land. Notwithstanding Section 1461 of the California Civil Code, the Owner hereby subjects the Project to the covenants, reservations and restrictions set forth in this Regulatory Agreement. The Issuer and the Owner hereby declare their express intent that the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner’s successors in title to the Project; provided, however, that on the termination of this Regulatory Agreement said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. Section 15. Burden and Benefit. The Issuer and the Owner hereby declare their understanding and intent that the burdens of the covenants set forth herein touch and concern the land in that the Owner’s legal interest in the Project is rendered less valuable thereby. The Issuer and the Owner hereby further declare their understanding and intent that the benefits of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the 18 OHSUSA:754069678.3 Project by Low Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Bonds were issued. Section 16. Uniformity; Common Plan. The covenants, reservations and restrictions hereof shall apply uniformly to the entire Project in order to establish and carry out a common plan for the use of the site on which the Project is located. Section 17. Default; Enforcement. If the Owner defaults in the performance or observance of any covenant, agreement or obligation of the Owner set forth in this Regulatory Agreement, and if such default remains uncured for a period of 60 days after notice thereof shall have been given by the Issuer or the Administrator, on behalf of the Issuer, to the Owner (with a copy to Agent and to the investor limited partner of the Owner), or for a period of 60 days from the date the Owner should, with reasonable diligence, have discovered such default, then the Issuer shall declare an “Event of Default” to have occurred hereunder; provided, however, that if the default is of such a nature that it cannot be corrected within 60 days, such default shall not constitute an Event of Default hereunder so long as (i) the Owner institutes corrective action within said 60 days and diligently pursues such action until the default is corrected, and (ii) in the opinion of Bond Counsel, the failure to cure said default within 60 days will not adversely affect the Tax-Exempt status of interest on the Bonds. The Issuer shall have the right to enforce the obligations of the Owner under this Regulatory Agreement within shorter periods of time than are otherwise provided herein if necessary to insure compliance with the Housing Law or the Code. Following the declaration of an Event of Default hereunder, the Issuer, subject to the provisions of the Pledge and Assignment, may take any one or more of the following steps, in addition to all other remedies provided by law or equity: (i) by mandamus or other suit, action or proceeding at law or in equity, including injunctive relief, require the Owner to perform its obligations and covenants hereunder or enjoin any acts or things that may be unlawful or in violation of the rights of the Issuer hereunder; (ii) have access to and inspect, examine and make copies of all of the books and records of the Owner pertaining to the Project; and (iii) with the consent of the Agent, which consent shall not be unreasonably withheld, take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Owner hereunder. The Owner hereby agrees that specific enforcement of the Owner’s agreements contained herein is the only means by which the Issuer may fully obtain the benefits of such agreement made by the Owner herein, and the Owner therefore agrees to the imposition of the remedy of specific performance against it in the case of any Event of Default by the Owner hereunder. 19 OHSUSA:754069678.3 The Issuer hereby agrees that cure of any Event of Default made or tendered by any partner of the Owner shall be deemed to be a cure by the Owner and shall be accepted or rejected on the same basis as if made or tendered by the Owner. Promptly upon delivering, or receiving, written notice that a violation of this Regulatory Agreement has occurred, the Issuer shall inform the Agent in writing that such violation has occurred, the nature of the violation and that the violation has been cured or has not been cured, but is curable within a reasonable period of time, or is incurable. All reasonable fees, costs and expenses (including reasonable attorney’s fees) of the Issuer incurred in taking any action pursuant to this Section shall be the sole responsibility of the Owner. Section 18. [Reserved.] Section 19. Recording and Filing. (a) The Owner shall cause this Regulatory Agreement, and all amendments and supplements hereto, to be recorded and filed in the real property records of the County and in such other places as the Issuer may reasonably request. The Owner shall pay all fees and charges incurred in connection with any such recording. (b) The Owner and the Issuer will file of record such other documents and take such other steps as are reasonably necessary, in the opinion of Bond Counsel filed with the Issuer (with a copy to the Agent), in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project. (c) The Owner hereby covenants to include or reference the requirements and restrictions contained in this Regulatory Agreement in any documents transferring any interest in the Project to another person to the end that such transferee has notice of, and is bound by, such restrictions, and, except in the case of a foreclosure, exercise of the power of sale or comparable involuntary conversion of the Deed of Trust, whereby the Agent or any affiliate of the Agent becomes the owner of the Project, to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement. Section 20. Payment of Fees. Notwithstanding any prepayment of the Loan and/or a discharge of the Pledge and Assignment, the Owner shall continue to pay (or, to the extent allowed under the Code, may prepay the present value at such time of) the Issuer Fee (as defined below) and such other costs and expenses as provided herein, unless such prepayment of the Loan is made in connection with a refunding of the Bonds. The Owner agrees to pay to the Issuer (i) an initial fee of $8,125, which shall be paid on or before the Closing Date, and (ii) the Issuer’s annual fee (the “Issuer Fee”) in the amount of in an amount equal to the greater of $5,000 per year or 0.125% per annum of the principal amount of Bonds outstanding, payable in advance on [September 1] of each year; [provided that the Issuer Fee for the year ending [August 31, 2014] shall be payable on the Closing Date.] Section 21. Governing Law. This Regulatory Agreement shall be governed by the laws of the State of California. 20 OHSUSA:754069678.3 Section 22. Amendments; Waivers. (a) Except as provided in Section 8(a) hereof, this Regulatory Agreement may be amended only by a written instrument executed by the parties hereto or their successors in title (with the prior written consent of the Holder), and duly recorded in the real property records of the County, and only upon receipt by the Issuer of (i) an opinion from Bond Counsel that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds and is not contrary to the provisions of the Housing Law, and (ii) the written consent of the Agent. (b) Any waiver of, or consent to, any condition under this Regulatory Agreement must be expressly made in writing. Section 23. Notices. Any notice required to be given hereunder shall be made in writing and shall be given by personal delivery, overnight delivery, certified or registered mail, postage prepaid, return receipt requested, or by telecopy, in each case at the respective addresses set forth below, or at such other addresses as may be specified in writing by the parties hereto: If to the Issuer: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 Attention: Community Development Bond Program Manager If to the Agent: Mechanics Bank 725 Alfred Noble Drive Hercules, California 94547 Attention: Loan Services If to the Owner: 73 Carol Ln., L.P., a California Limited Partnership 15303 Ventura Blvd., Suite 1100 Sherman Oaks, CA 91403 Attention: David Sclafani With a copy to the Investor Limited Partner: Alliant Tax Credit Facility, Ltd., a Florida limited partnership c/o Alliant Asset Management Company, LLC 21600 Oxnard Street, Suite 1200 Woodland Hills, CA 91367 Unless otherwise specified by the Administrator, the address of the Administrator is: County of Contra Costa Department of Conservation and Development 30 Muir Road Martinez, CA 94553 21 OHSUSA:754069678.3 The Issuer, the Administrator, the Agent and the Owner may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Notice shall be deemed given on the date evidenced by the postal or courier receipt or other written evidence of delivery. A copy of each notice sent by or to the Owner shall also be sent to the manager of the Project at the address of the manager provided by the Owner to the Administrator; but such copies shall not constitute notice to the Owner, nor shall any failure to send such copies constitute a breach of this Regulatory Agreement or a failure of or defect in notice to the Owner. Section 24. Severability. If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Section 25. Multiple Counterparts. This Regulatory Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 26. Limitation on Liability. Notwithstanding the foregoing or any other provision or obligation to the contrary contained in this Regulatory Agreement, except Section 9 hereof, (i) the liability of the Owner under this Regulatory Agreement to any person or entity, including, but not limited to, the Agent or the Issuer and their successors and assigns, is limited to the Owner’s interest in the Project, the Collateral and the amounts held in the funds and accounts created under the Pledge and Assignment, or any rights of the Owner under any guarantees relating to the Project, and such persons and entities shall look exclusively thereto, or to such other security as may from time to time be given for the payment of obligations arising out of this Regulatory Agreement or any other agreement securing the obligations of the Owner under this Regulatory Agreement; and (ii) from and after the date of this Regulatory Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Regulatory Agreement, any agreement pertaining to any Project or any other agreement securing the Owner’s obligations under this Regulatory Agreement), shall be rendered against the Owner, the assets of the Owner (other than the Owner’s interest in the Project, this Regulatory Agreement, amounts held in the funds and accounts created under the Pledge and Assignment, any rights of the Owner under the Pledge and Assignment or any other documents relating to the Bonds or any rights of the Owner under any guarantees relating to the Project), its partners, members, successors, transferees or assigns and each of their respective officers, directors, employees, partners, agents, heirs and personal representatives, as the case may be, in any action or proceeding arising out of this Regulatory Agreement and the Pledge and Assignment or any agreement securing the obligations of the Owner under this Regulatory Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding, except to the extent provided in the Loan Agreement and the Tax Agreement. Section 27. Third-Party Beneficiary. CDLAC is intended to be and shall be a third-party beneficiary of this Regulatory Agreement. CDLAC shall have the right (but not the 22 OHSUSA:754069678.3 obligation) to enforce the CDLAC Conditions and to pursue an action for specific performance or other available remedy at law or in equity, but solely in accordance with Section 17 hereof, provided that any such action or remedy shall not materially adversely affect the interests and rights of the Holders of the Bonds. Section 28. Acknowledgement of Regulatory Agreement by Ground Lessor. The Ground Lessor acknowledges that each of the terms, restrictions and covenants of this Regulatory Agreement shall apply to and burden, for the duration of the Qualified Project Period, the fee estate in the real property site described in Exhibit A hereto, and expressly acknowledges that such terms, restrictions and covenants are intended to run with the land. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 23 OHSUSA:754069678.3 IN WITNESS WHEREOF, the Issuer and the Owner have executed this Regulatory Agreement by duly authorized representatives, all as of the date first above written. COUNTY OF CONTRA COSTA By: Authorized Representative [Signatures continue on following page.] 24 OHSUSA:754069678.3 [Signature page to Regulatory Agreement] 73 CAROL LN., L.P., a California limited partnership By: Corporation for Better Housing, a California nonprofit public benefit corporation, its general partner By: _____________________________ Name: David Sclafani Its: Senior Vice President 25 OHSUSA:754069678.3 [Ground Lessor Acknowledgment of Regulatory Agreement.] AGREED TO AND ACKNOWLEDGED BY: CORPORATION FOR BETTER HOUSING, a California nonprofit public benefit corporation, as Ground Lessor By: ____________________________________ David Sclafani Its: Senior Vice President A-1 OHSUSA:754069678.3 EXHIBIT A DESCRIPTION OF REAL PROPERTY B-1 OHSUSA:754069678.3 EXHIBIT B TENANT INCOME CERTIFICATION Initial Certification 1st Recertification Other: Effective Date: Move-in Date: (YYYY-MM-DD) PART I - DEVELOPMENT DATA Property Name: County: BIN #: Address: Unit Number: # Bedrooms: PART II. HOUSEHOLD COMPOSITION Vacant HH Mbr # Last Name First Name Middle Initial Relationship to Head of Household Date of Birth (YYYY/MM//DD) F/T Student (Y or N) Last 4 digits of Social Security # 1 HEAD 2 3 4 5 6 7 PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS) HH Mbr # (A) Employment or Wages (B) Soc. Security/Pensions (C) Public Assistance (D) Other Income TOTALS $ $ $ $ Add totals from (A) through (D), above TOTAL INCOME (E): $ PART IV. INCOME FROM ASSETS Hshld Mbr # (F) Type of Asset (G) C/I (H) Cash Value of Asset (I) Annual Income from Asset TOTALS: $ $ Enter Column (H) Total Passbook Rate If over $5000 $ X 2.00% = (J) Imputed Income $ Enter the greater of the total of column I, or J: imputed income TOTAL INCOME FROM ASSETS (K) $ (L) Total Annual Household Income from all Sources [Add (E) + (K)] $ Effective Date of Move-in Income Certification: Household Size at Move-in Certification: B-2 OHSUSA:754069678.3 HOUSEHOLD CERTIFICATION & SIGNATURES The information on this form will be used to determine maximum income eligibility. I/we have provided for each person(s) set forth in Part II acceptable verification of current anticipated annual income. I/we agree to notify the landlord i mmediately upon any member of the household moving out of the unit or any new member moving in. I/we agree to notify the landlord immediately upon any member becoming a full time student. Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. The undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading o r incomplete information may result in the termination of the lease agreement. Signature (Date) Signature (Date) Signature (Date) Signature (Date) B-3 OHSUSA:754069678.3 PART V. DETERMINATION OF INCOME ELIGIBILITY RECERTIFICATION ONLY: TOTAL ANNUAL HOUSEHOLD INCOME FROM ALL SOURCES: From item (L) on page 1 $ Unit Meets Income Restriction at: 60% 50% Current Income Limit x 140%: $ Current Income Limit per Family Size: $ 40% 30% % Household Income exceeds 140% at recertification: Yes No Household Income at Move-in: $ Household Size at Move-in: PART VI. RENT Tenant Paid Rent $ Rent Assistance: $ Utility Allowance $ Other non-optional charges: $ GROSS RENT FOR UNIT: (Tenant paid rent plus Utility Allowance & other non-optional charges) $ Unit Meets Rent Restriction at: 60% 50% 40% 30% % Maximum Rent Limit for this unit: $ PART VII. STUDENT STATUS *Student Explanation: ARE ALL OCCUPANTS FULL TIME STUDENTS? If yes, Enter student explanation* 1 AFDC / TANF Assistance (also attach documentation) 2 Job Training Program yes no 3 Single Parent/Dependent Child 4 Married/Joint Return Enter 1-5 5 Former Foster Care PART VIII. PROGRAM TYPE Mark the program(s) listed below (a. through e.) for which this household’s unit will be counted toward the property’s occupancy requirements. Under each program marked, indicate the household’s income status as established by this certification/recerti fication. a. Tax Credit See Part V above. b. HOME Income Status 50% AMGI 60% AMGI 80% AMGI OI** c. Tax Exempt Section 1. Income Status 50% AMGI 60% AMGI 80% AMGI OI** d. AHDP Income Status 50% AMGI 80% AMGI OI** e. (Name of Program) Income Status __________ __________ OI** ** Upon recertification, household was determined over-income (OI) according to eligibility requirements of the program(s) marked above. SIGNATURE OF OWNER/REPRESENTATIVE Based on the representations herein and upon the proof and documentation required to be submitted, the individual(s) named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section 42 of the Internal Revenue Code, as amended, and the Land Use Restriction Agreement (if applicable), to live in a unit in this Project. B-4 OHSUSA:754069678.3 SIGNATURE OF OWNER/REPRESENTATIVE DATE B-5 OHSUSA:754069678.3 INSTRUCTIONS FOR COMPLETING TENANT INCOME CERTIFICATION This form is to be completed by the owner or an authorized representative. ARTICLE II Part I - Development Data Check the appropriate box for Initial Certification (move-in), Recertification (annual recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household composition, or other state-required recertification). *Move-in Date Enter the date the tenant has or will take occupancy of the unit. (YYYY-MM-DD) *Effective Date Enter the effective date of the certification. For move-in, this should be the move-in date. For annual recertification, this effective date should be no later than one year from the effective date of the previous (re)certification. (YYYY-MM-DD) Property Name Enter the name of the development. County Enter the county (or equivalent) in which the building is located. BIN # Enter the Building Identification Number (BIN) assigned to the building (from IRS Form 8609). Address Enter the address of the building. Unit Number Enter the unit number. # Bedrooms *Vacant Unit Enter the number of bedrooms in the unit. Check if unit was vacant on December 31 of requesting year. Part II - Household Composition List all occupants of the unit. State each household member’s relationship to the head of household by using one of the foll owing coded definitions: H - Head of Household S - Spouse A - Adult co-tenant O - Other family member C - Child F - Foster child(ren)/adult(s) L - Live-in caretaker N - None of the above Enter the date of birth, student status, and last four digits of social security number or alien registration number for each occupant. If tenant does not have a Social Security Number (SSN) or alien registration number, please enter the numerical birth month and last two digits of birth year (e.g. birthday January 1, 1970, enter “0170”). If tenant has no SSN number or date of birth, please enter the last 4 digits of the BIN. If there are more than 7 occupants, use an additional sheet of paper to list the remaining household members and attach it to the certification. B-6 OHSUSA:754069678.3 Part III - Annual Income See HUD Handbook 4350.3 for complete instructions on verifying and calculating income, including acceptable forms of verification. From the third party verification forms obtained from each income source, enter the gross amount anticipated to be received for the twelve months from the effective date of the (re)certification. Complete a separate line for each income-earning member. List each respective household member number from Part II. Include anticipated income only if documentation exists verifying pending employment. If any adult state s zero-income, please note “zero” in the columns of Part III. Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and other income from employment; distributed profits and/or net income from a business. Column (B) Enter the annual amount of Social Security, Supplemental Security Income, pensions, military retirement, etc. Column (C) Enter the annual amount of income received from public assistance (i.e., TANF, general assistance, disability, etc.). Column (D) Enter the annual amount of alimony, child support, unemployment benefits, or any other income regularly received by the household. Row (E) Add the totals from columns (A) through (D), above. Enter this amount. Part IV - Income from Assets See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets, including acceptable forms of verification. From the third party verification forms obtained from each asset source, list the gross amount anticipated to be received dur ing the twelve months from the effective date of the certification. List the respective household member number from Part II and complete a separate line for each member. Column (F) List the type of asset (i.e., checking account, savings account, etc.) Column (G) Enter C (for current, if the family currently owns or holds the asset), or I (for imputed, if the family has disposed of the asset for less than fair market value within two years of the effective date of (re)certification). Column (H) Enter the cash value of the respective asset. Column (I) Enter the anticipated annual income from the asset (i.e., savings account balance multiplied by the annual interest rate). TOTALS Add the total of Column (H) and Column (I), respectively. If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income. Row (K) Row (L) *Effective Date of Income Certification *Household Size at Certification Enter the greater of the total in Column (I) or (J) Total Annual Household Income From all Sources Add (E) and (K) and enter the total Enter the effective date of the income certification corresponding to the total annual household income entered in Box L. If annual income certification is not required, this may be different from the effective date listed in Part I. Enter the number of tenants corresponding to the total annual household income entered in Box L. If annual income certification is not required, this may be different from the number of tenants listed in Part II. B-7 OHSUSA:754069678.3 ARTICLE III HOUSEHOLD CERTIFICATION AND SIGNATURES After all verifications of income and/or assets have been received and calculated, each household member age 18 or older must sign and date the Tenant Income Certification. For move-in, it is recommended that the Tenant Income Certification be signed no earlier than 5 days prior to the effective date of the certification. ARTICLE IV Part V – Determination of Income Eligibility Total Annual Household Income from all Sources Enter the number from item (L). Current Income Limit per Family Size Enter the Current Move-in Income Limit for the household size. Household income at move-in Household size at move-in Current Income Limit x 140% For recertifications, only. Enter the household income from the move-in certification. On the adjacent line, enter the number of household members from the move-in certification. For recertifications only. Multiply the Current Maximum Move-in Income Limit by 140% and enter the total. 140% is based on the Federal Set-Aside of 20/50 or 40/60, as elected by the owner for the property, not deeper targeting elections of 30%, 40%, 45%, 50%, etc. Below, indicate whether the household income exceeds that total. If the Gross Annual Income at recertification is greater than 140% of the current income limit, then the available unit rule must be followed. *Units Meets Income Restriction at Check the appropriate box for the income restriction that the household meets according to what is required by the set-aside(s) for the project. ARTICLE V Part VI - Rent Tenant Paid Rent Enter the amount the tenant pays toward rent (not including rent assistance payments such as Section 8). Rent Assistance Enter the amount of rent assistance, if any. Utility Allowance Enter the utility allowance. If the owner pays all utilities, enter zero. Other non-optional charges Enter the amount of non-optional charges, such as mandatory garage rent, storage lockers, charges for services provided by the development, etc. Gross Rent for Unit Enter the total of Tenant Paid Rent plus Utility Allowance and other non-optional charges. Maximum Rent Limit for this unit Enter the maximum allowable gross rent for the unit. Unit Meets Rent Restriction at Check the appropriate rent restriction that the unit meets according to what is required by the set-aside(s) for the project. ARTICLE VI Part VII - Student Status If all household members are full time* students, check “yes”. If at least one household member is not a full time student, check “no”. If “yes” is checked, the appropriate exemption must be listed in the box to the right. If none of the exemptions apply, the hou sehold is ineligible to rent the unit. Full time is determined by the school the student attends. B-8 OHSUSA:754069678.3 ARTICLE VII Part VIII – Program Type Mark the program(s) for which this household’s unit will be counted toward the property’s occupancy requirements. Und er each program marked, indicate the household’s income status as established by this certification/recertification. If the property does not partic ipate in the HOME, Tax- Exempt Bond, Affordable Housing Disposition, or other housing program, leave those sections blank. Tax Credit See Part V above. HOME If the property participates in the HOME program and the unit this household will occupy will count towards the HOME program set-asides, mark the appropriate box indicting the household’s designation. Tax Exempt If the property participates in the Tax Exempt Bond program; mark the appropriate box indicating the household’s designation. AHDP If the property participates in the Affordable Housing Disposition Program (AHDP), and this household’s unit w ill count towards the set-aside requirements, mark the appropriate box indicting the household’s designation. Other If the property participates in any other affordable housing program, complete the information as appropriate. ARTICLE VIII SIGNATURE OF OWNER/REPRESENTATIVE It is the responsibility of the owner or the owner’s representative to sign and date this document immediately following exec ution by the resident(s). The responsibility of documenting and determining eligibility (including completing and signing the Tenant Income Certification form) and ensuring such documentation is kept in the tenant file is extremely important and should be conducted by someone well trained in tax c redit compliance. These instructions should not be considered a complete guide on tax credit compliance. The responsibility for compliance with federal program regulations lies with the owner of the building(s) for which the credit is allowable. ARTICLE IX PART IX. SUPPLEMENTAL INFORMATION Tenant Demographic Profile Complete for each member of the household, including minors, for move-in. Use codes listed on supplemental form for Race, Ethnicity, and Disability Status. Resident/Applicant Initials All tenants who wish not to furnish supplemental information should initial this section. Parent/guardian may complete and initial for minor child(ren). *Please note areas with asterisks are new or have been modified. Please ensure to note the changes or formats now being reque sted. B-9 OHSUSA:754069678.3 TENANT INCOME CERTIFICATION QUESTIONNAIRE (a) NAME: TELEPHONE NUMBER: (b) _______________________________________________________ ( ) Initial Certification BIN # Re-certification Other Unit # (A) INCOME INFORMATION a. YES NO MONTHLY GROSS INCOME I am self employed. (List nature of self employment) (use net income from business) $ I have a job and receive wages, salary, overtime pay, commissions, fees, tips, bonuses, and/or other compensation: List the businesses and/or companies that pay you: Name of Employer 1) 2) 3) $ $ $ I receive cash contributions of gifts including rent or utility payments, on an ongoing basis from persons not living with me. i. $ I receive unemployment benefits. ii. $ I receive Veteran’s Administration, GI Bill, or National Guard/Military benefits/income. iii. $ I receive periodic social security payments. iv. $ The household receives unearned income from family members age 17 or under (example: Social Security, Trust Fund disbursements, etc.). v. $ I receive Supplemental Security Income (SSI). vi. $ I receive disability or death benefits other than Social Security. vii. $ I receive Public Assistance Income (examples: TANF, AFDC) viii. $ I am entitled to receive child support payments. I am currently receiving child support payments. If yes, from how many persons do you receive support? ________ I am currently making efforts to collect child support owed to me. List efforts being made to collect child support: ix. $ $ I receive alimony/spousal support payments x. $ I receive periodic payments from trusts, annuities, inheritance, retirement funds or pensions, insurance policies, or lottery winnings. If yes, list sources: 1)_____________________________________ 2)_____________________________________ xi. $ $ B-10 OHSUSA:754069678.3 I receive income from real or personal property. (use net earned income) $ Student financial aid (public or private, not including student loans) Subtract cost of tuition from Aid received xii. $ Asset information 2. YES NO INTEREST RATE CASH VALUE I have a checking account(s). If yes, list bank(s) 1) 2) i. % % ii. $ $ I have a savings account(s) If yes, list bank(s) 1) 2) iii. iv. % % v. vi. $ $ I have a revocable trust(s) If yes, list bank(s) 1) vii. % viii. $ I own real estate. If yes, provide description: ix. $ I own stocks, bonds, or Treasury Bills If yes, list sources/bank names 1) 2) 3) x. % % % xi. $ $ $ I have Certificates of Deposit (CD) or Money Market Account(s). If yes, list sources/bank names 1) 2) 3) xii. % % % xiii. $ $ $ I have an IRA/Lump Sum Pension/Keogh Account/401K. If yes, list bank(s) 1) 2) xiv. % % xv. $ $ I have a whole life insurance policy. If yes, how many policies xvi. $ I have cash on hand. xvii. $ I have disposed of assets (i.e. gave away money/assets) for less than the fair market value in the past 2 years. xviii. If yes, list items and date disposed: 1) 2) xix. $ $ (B) B-11 OHSUSA:754069678.3 (C) STUDENT STATUS 1. YES NO Does the household consist of all persons who are full-time students (Examples: College/University, trade school, etc.)? Does the household consist of all persons who have been a full-time student in the previous 5 months? Does your household anticipate becoming an all full-time student household in the next 12 months? If you answered yes to any of the previous three questions are you: Receiving assistance under Title IV of the Social Security Act (AFDC/TANF/Cal Works - not SSA/SSI) Enrolled in a job training program receiving assistance through the Job Training Participation Act (JTPA) or other similar program Married and filing (or are entitled to file) a joint tax return Single parent with a dependant child or children and neither you nor your child(ren) are dependent of another individual Previously enrolled in the Foster Care program (age 18-24) (ii) UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PRESENTED ON THIS FORM IS TRUE AND ACCURATE TO THE BEST OF MY/OUR KNOWLEDGE. THE UNDERSIGNED FURTHER UNDERSTANDS THAT PROVIDING FALSE REPRESENTATIONS HEREIN CONSTITUES AN ACT OF FRAUD. FALSE, MISLEADING OR INCOMPLETE INFORMATION WILL RESULT IN THE DENIAL OF APPLICATION OR TERMINATION OF THE LEASE AGREEMENT. __________________________________ ______________________________ _____________________ PRINTED NAME OF APPLICANT/TENANT SIGNATURE OF APPLICANT/TENANT DATE _________________________________________________ _____________________ WITNESSED BY (SIGNATURE OF OWNER/REPRESENTATIVE) DATE C-1 OHSUSA:754069678.3 EXHIBIT C [FORM OF CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE] CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE Witnesseth that on this __ day of _____________, 20__, the undersigned, having borrowed certain funds from the COUNTY OF CONTRA COSTA (the “Issuer”) for the purpose of constructing and equipping a multifamily rental housing development (the “Project”), does hereby certify that: 1. During the preceding month (i) such Project was continually in compliance with the Regulatory Agreement executed in connection with such loan from the Issuer, (ii) ___% of the units in the Project were occupied by Low Income Tenants (minimum of 40%). Set forth below are the names of Low Income Tenants who commenced or t erminated occupancy during the preceding month. Commenced Occupancy Terminated Occupancy 1. 1. 2. 2. 3. 3. The units occupied by Low Income Tenants are of similar size and quality to other units and are dispersed throughout the Project. Attached is a separate sheet listing the number of each unit and indicating which units are occupied by Low Income Tenants, the size, the number of bedrooms of such units and the number of Low Income Tenants who commenced occupancy of units during the preceding month. 2. Select appropriate certification: [No unremedied default has occurred under this Regulatory Agreement, the Loan Agreement, the Note or the Deed of Trust.] [A default has occurred under the _________. The nature of the default and the measures being taken to remedy such default are as follows: ________________________________________________________. 3. The representations set forth herein are true and correct to the best of the undersigned’s knowledge and belief. Date: Owner Witness C-2 OHSUSA:754069678.3 Unit Low Income or Market Unit No. of Bedrooms Rent Total Eligible Income (for Low Income Units Size (Sq. Ft.) Total Number of Units: ______________ Percentage of Low Income Units: _____________ Number of Low Income Tenants commencing occupancy this month: ____________ OHSUSA:754069678.3 RECORDING REQUESTED BY 73 Carol Ln., L.P., a California limited partnership WHEN RECORDED RETURN TO: Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 Attention: Paul Toland REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS By and Between COUNTY OF CONTRA COSTA as Issuer and 73 CAROL LN., L.P., a California Limited Partnership as Owner _________________________ Dated as of August 1, 2013 _________________________ Relating to COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS (OAK RIDGE FAMILY APARTMENTS PROJECT) 2013 SERIES A OHSUSA:754069678.3 Section 1. Definitions and Interpretation .................................................................................................. 1 Section 2. Representations, Covenants and Warranties of the Owner ...................................................... 5 Section 3. Qualified Residential Rental Project ........................................................................................ 5 Section 4. Low Income Tenants; Reporting Requirements ....................................................................... 6 Section 5. Tax-Exempt Status of Bonds .................................................................................................... 8 Section 6. Additional Requirements of the Housing Law ......................................................................... 9 Section 7. Additional Requirements of the Issuer; CDLAC Requirements ............................................ 10 Section 8. Modification of Covenants ..................................................................................................... 11 Section 9. Indemnification; Other Payments ........................................................................................... 12 Section 10. Consideration ......................................................................................................................... 14 Section 11. Reliance .................................................................................................................................. 14 Section 12. Sale or Transfer of the Project ............................................................................................... 14 Section 13. Term ....................................................................................................................................... 16 Section 14. Covenants to Run With the Land ........................................................................................... 17 Section 15. Burden and Benefit ................................................................................................................ 17 Section 16. Uniformity; Common Plan ..................................................................................................... 17 Section 17. Default; Enforcement ............................................................................................................. 17 Section 18. [Reserved.] ............................................................................................................................. 18 Section 19. Recording and Filing .............................................................................................................. 18 Section 20. Payment of Fees ..................................................................................................................... 19 Section 21. Governing Law ....................................................................................................................... 19 Section 22. Amendments; Waivers ........................................................................................................... 19 Section 23. Notices .................................................................................................................................... 19 Section 24. Severability............................................................................................................................. 20 Section 25. Multiple Counterparts ............................................................................................................ 20 Section 26. Limitation on Liability ........................................................................................................... 20 Section 27. Third-Party Beneficiary.......................................................................................................... 21 EXHIBIT A DESCRIPTION OF REAL PROPERTY EXHIBIT B FORM OF INCOME CERTIFICATION EXHIBIT C FORM OF CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE