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The primary objective of TEB VCAP is to encourage issuers and other parties to the tax-exempt bond or tax credit bond transaction
to exercise due diligence in complying with the Code and applicable Income Tax Regulations (the “Regulations”
) and to provide a vehicle to correct violations of the Code and applicable Regulations as expeditiously as possible.

TEB VCAP reflects the continuing policy of TEB to attempt to resolve all violations of federal tax law applicable to tax-exempt
bonds and tax credit bonds at the transaction level instead of the bondholder level.

Gross income does not include interest on any state or local bond that meets the requirements of section 103 and related provisions
of the Code. Violations of section 103 or related provisions of the Code or applicable Regulations may be resolved under TEB
VCAP with certain exceptions.

A credit against tax is provided to a holder of a qualified tax credit bond issued under section 54, 1397E or 1400N that meets
the requirements of those sections and related provisions of the Code. Violations of section 54, 1397E or 1400N or related
provisions of the Code or applicable Regulations may be resolved under TEB VCAP with certain exceptions.

TEB VCAP is generally not available if, absent extraordinary circumstances, the violation can be remediated under existing
remedial action provisions or tax-exempt bond closing agreement programs contained in regulations or other published guidance.

TEB VCAP is not available if the bond issue is under examination. A bond issue is generally treated as under examination on
the date a letter opening an examination on the bond issue is sent.

TEB VCAP is not available if the tax-exempt status of the tax-exempt bonds or qualified status of the tax credit bonds is
at issue in any court proceeding or is being considered by the IRS Office of Appeals.

TEB VCAP is not available if TEB determines that the violation was due to willful neglect.

Closing agreements, including closing agreements executed under TEB VCAP, are final and conclusive and may not, in the absence
of fraud, malfeasance, or misrepresentation of material fact, be reopened as to matters agreed upon or be modified by an officer,
employee or agent of the United States.

Any violation resolved pursuant to a closing agreement under TEB VCAP will not be reopened by the Service in any future examination
of the tax-exempt bond issue or tax credit bond issue unless so permitted under section 7121 of the Code.

Absent extraordinary circumstances, a bond issue will not be classified and selected for examination while it is under review
in TEB VCAP.

Any bond issue previously reviewed in TEB VCAP will be subject to general or project classification and may be selected for
examination. However, the resolution of any specific violation through a closing agreement under TEB VCAP will be final and
conclusive and may not be reconsidered under examination unless so permitted under section 7121 of the Code.

A TEB VCAP request may be submitted to inquire as to the appropriate resolution terms for an identified violation on an anonymous
basis. The anonymous request option is intended to assist issuers in evaluating complex or unique violations as part of their
post-issuance compliance due diligence. It is not intended to encourage issuers to delay the submission of a fully disclosed
TEB VCAP request relating to relatively simple or straightforward violations. As such, when evaluating an anonymous request
concerning a straightforward violation, CPM will consider whether the submission of the anonymous request represents a less
than good faith effort on the part of the issuer to resolve the identified violation as expeditiously as possible.

An anonymous request may be made on behalf of one issuer or a group of similarly situated issuers. However, the execution
of a closing agreement must be between the Service and a disclosed issuer, and all terms of a closing agreement must be consistent
with section 7121 of the Code.

Until the name of the issuer and the bond issue are disclosed to the Service, a request for a closing agreement under TEB
VCAP will not prevent the Service from beginning an examination of the bond issue. An issue relating to an anonymous request
which has been opened for examination prior to identification to CPM will no longer be eligible for TEB VCAP.

The following information and items are required to be included in a TEB VCAP submission request. The failure to include any
of these items will result in CPM declining to consider the request.

An issuer or its authorized representative requesting a closing agreement under TEB VCAP must submit a statement(s) under
penalty of perjury including the following information:

The statement(s) described in paragraph (2) above must be submitted under the following declaration, signed by the party making
the submission: “Under penalties of perjury, I declare that I have examined this submission, including accompanying documents
and statements, and to the best of my knowledge and belief, the submission contains all the relevant facts relating to the
request, and such facts are true, correct, and complete.”

The request must include a copy of the Form 8038 series information return filed in connection with the issuance of the bond
issue.

The request may include an executed Form 2848, Power of Attorney and Declaration of Representative, declaring a representative
authorized to represent the issuer before the Service with respect to the bond issue.

Submission requests under TEB VCAP are typically emailed to TEBVCAP@irs.gov and/or may be mailed to:

Upon receipt of a TEB VCAP submission request, the TEB VCAP Inventory Coordinator will review the submission request to verify
that all of the required information described in section 7.2.3.1.6 is complete.

If the submission request is complete, the Coordinator will process the case for assignment in accordance with section 7.2.3.2.

If the submission request is not complete, the Coordinator will provide the issuer with written notification that the request
has been received, but that certain missing information is required before the request can be processed for assignment. The
Coordinator will also contact the authorized representative (if any) by telephone to request the missing information. If the
Coordinator is unable to obtain the missing information after reasonable attempts, the submission request will be closed without
resolution.

Upon determining that the submission request is complete, the TEB VCAP Inventory Coordinator will request that the TEB Inventory
Processing Unit establish a compliance activity within the TE/GE Reporting & Electronic Examination System (“TREES”
) for the TEB VCAP case. For this purpose, each individual Form 8038 series information return relating to the submission
request is established as a separate compliance activity.

Once the compliance activity is established within TREES, the Manager, Compliance & Program Management (“CPM Manager”
) will assign the activity to a CPM specialist. A CPM team leader will concurrently be assigned as a reviewer.

Upon receipt of an assigned TEB VCAP case within TREES, the specialist will notify the issuer or its authorized representative
of the specialist’s contact information.

Upon initiation of the case, the specialist will update the case to status 12 within TREES and notify the TEB VCAP Inventory
Coordinator of the status update. The specialist will review the submission request to determine if any additional information
is necessary. If additional information is necessary, the specialist will request the information from the issuer or its authorized
representative and will generally follow up with a written request specifying the information requested and the due date.

Upon receipt of all required information, the specialist (with the assistance of the assigned reviewer) will analyze the information,
make a determination as to the recommended resolution of case, and take appropriate steps for case resolution.

If the proposed resolution requires approval of the TEB Closing Agreement Committee, the CPM Manager will forward the Committee
Briefing Memorandum to the Closing Agreement Committee for review. If approved by the Committee, upon notification from the
CPM Manager, the specialist will follow the closing agreement execution procedures provided in section 7.2.3.2.4. If disapproved
by the Committee, the CPM Manager will notify the specialist of the need for further development.

If the proposed resolution does not require approval of the TEB Closing Agreement Committee, the CPM Manager will review the
resolution letter and notify the specialist of concurrence or the need for further development. Upon approval of the CPM Manager,
the specialist will prepare the case for closure.

Upon approval of the draft closing agreement by the CPM Manager, the specialist will forward the draft to the issuer or its
authorized representative for comments. The specialist will discuss any comments with the reviewer and CPM Manager and make
any necessary changes.

Once the closing agreement is finalized, the specialist will electronically send the final closing agreement, the transmittal
letters (i.e., the execution cover letter and transmittal letter to power of attorney) to the TEB VCAP Inventory Coordinator.
The Coordinator will make the required number of agreement copies (number of signatories plus one), coordinate the signing
of the transmittal letters and mail the package to the issuer. A copy of the closing agreement and transmittal letter to the
issuer will be mailed to the authorized representative.

The Coordinator will notify the specialist following the mailing of the packages. The specialist will notify the issuer or
its authorized representative that the closing agreements have been mailed. The specialist will also remind the issuer or
its authorized representative that: (i) the closing agreement payment (if any) must be submitted prior to execution; (ii)
the executed agreements must be returned to the CPM office in St. Louis, Missouri; and (iii) a copy of the confirmation of
the Electronic Federal Tax Payment System (“EFTPS”
) deposit (if any) must be included with the executed agreements.

Upon receipt of the closing agreement from the issuer, the Coordinator will verify that the agreement has not been altered,
check for required signatures, and monitor receipt and proper accounting of the closing agreement payment, if applicable.
Once the payment has been confirmed, the Coordinator will forward the closing agreement to the CPM Manager for execution and
notify the specialist that the case is ready for closure.

The specialist will electronically forward the final case closing letter and transmittal letter to power of attorney (if applicable)
to the TEB VCAP Coordinator to coordinate signature and transmission.

Upon the execution and mailing of the applicable closing letter, the Coordinator will notify the specialist that the applicable
closing letter has been signed and transmitted. The specialist will then provide the issuer or its authorized representative
with a status update, request closure of the case within TREES, and forward the paper file, if any, to the CPM Manager.

After reviewing the case, the CPM Manager will approve closure within TREES.

In certain situations, it is appropriate to close a TEB VCAP case without a final resolution. For example, an issuer may withdraw
the submission request. Alternatively, CPM may determine that an issuer’s nonresponsiveness to requests for additional information
rise to the level of willful neglect for purposes of establishing eligibility for TEB VCAP under Notice 2008-31. In these
or other situations, the specialist and reviewer will recommend to the CPM Manager to initiate an unresolved closure of the
case.

The specialist will prepare the appropriate closing letter and forward through the reviewer to the CPM Manager for review
and concurrence. Upon approval of the CPM Manager, the specialist will follow the case closing procedures in section 7.2.3.2.5.

The primary compliance objective of the TEB VCAP resolution standards identified in this section is to promote due diligence
on the part of issuers and other parties to the tax-exempt bond or tax credit bond transaction in resolving violations. The
Service recognizes that due diligence is encouraged by providing certainty to issuers and other parties in understanding the
methodology available to resolve their particular violation(s).

The primary administrative objective of the TEB VCAP resolution standards identified in this section is to streamline the
closing agreement process with respect to the specific violations resulting in the more efficient processing of cases.

The resolution standards under this section are not available when:

Excessive Nonqualified Use. Certain use of proceeds requirements are imposed upon governmental bonds and various qualified private activity bonds under
IRC sections 141(b), 142(a), 143(b)(1), 144(a)(12)(B), 144(b)(2), 144(c)(1), 145(a), 147(g), 1394(a), and 7871(c)(3)(B). These
provisions allow for certain defined percentages of proceeds to be allocated to nonqualified purposes.

Failure to Provide Notice of Defeasance. Under ITR sections 1.141-12(d)(3) and 1.150-5(a)(1), an issuer remediating nonqualified bonds through the establishment of
an irrevocable defeasance escrow must provide written notice to CPM within 90 days of the date the defeasance escrow is established.

Failure to Defease Within 10.5 Years of Issuance. Under ITR section 1.141-12(d)(4), an issuer may only remediate nonqualified bonds through the establishment of defeasance
escrow if the period between the issue date of the bonds and the first call date of the bonds is 10.5 years or less.

Alternative Minimum Tax Adjustment. Under IRC section 57(a)(5), the interest on certain qualified private activity bonds is treated as an item of tax preference
for purposes of the alternative minimum tax. IRC section 57(a)(5)(C)(ii) provides an exception to this rule for qualified
501(c)(3) bonds.

Capital Expenditure Limitation Failure. Under IRC section 144(a)(4), an issuer may elect for certain qualified small issue bonds to apply a $10,000,000 limitation
on the sum of the aggregate amount of certain outstanding qualified small issue bonds described in IRC section 144(a)(2) and
the aggregate amount of capital expenditures with respect to facilities described in IRC 144(a)(4)(B) (as modified by IRC
section 144(a)(4)(G), when applicable).

Maturity Exceeding 120% of Economic Life. Under IRC section 147(b), the average maturity of certain qualified private activity bonds may not exceed 120% of the average
reasonably expected economic life of the facilities being financed with the net proceeds of the issue.

Impermissible Advance Refunding. Under IRC section 149(d), there is a general prohibition on the advance refunding of: (1) any qualified private activity
bond issue other than a qualified 501(c)(3) bond issue; or (2) any governmental bond issue or qualified 501(c)(3) bond issue
that has already been advance refunded. Under ITR section 1.150-1(d)(3), a current refunding issue is defined as a refunding
issue that is issued not more than 90 days before the final payment of principal and interest on the prior refunded issue
and an advance refunding issue is defined as a refunding issue which is not a current refunding issue.

Failure to Timely Reinvest Proceeds into 0% SLGS. Under IRC section 148(a), an issue shall be treated as consisting of arbitrage bonds if any portion of the proceeds are intentionally
used directly or indirectly to acquire higher yielding investments. For this purpose, definitions of materially higher yield
are provided under ITR section 1.148-2(d). For example, investments held in a refunding escrow are treated as higher yielding
investments when the yield on those investments over the life of the escrow produces a yield which is more than 1/1000^th of 1% higher than the yield on the bond issue.