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2� 1 ��8379 Authority deems reasonable up�n the �wner. Fa��ure �y an �wn�r to comply with ar�y such reporting responsibilities shal� constitu�e a violation of this Agreement. Section 1�. Arnendment; Termination. E�cept as set forth in Section ��e), the prov�s�ons hereof shall not be amended, re��sed or term�nated (e�cept as pro�ided in S ection 5 of this Agreement} prior ta the stated term hereaf e�cept by an instrument in writing du�y executed by the Authority and the �wner (or its su�cess�rs in title} and duly recorded. The Authority's consent to any such amendment, revision or terminat�on, o�her than a termination pursuant to Sectian 5 of this Agreement, shal� be given only if (a� there sha11 be attached to the dacument e�idencing such amendment, r�vision or terminati�n an op�nion �f�vvner's caunsel sat�sfact�ry �o the Authority tha� such amendmenti, revision or term�nat�on will not result in noncomp��anc� of the Pr�ject or the �wner with 5ection 42 of the �ade �r �b} evidence satisfactory to the Authority has been filed v�ith said Authority demonstrating that ther� has occurred an in�oluntary nancampliance caused by f�re, seizur�, requisition, change in federa� �aw, act�an of a federal agency which prevents the Authori�y fram enfor�ing this Agreement or condemnation or similar even�. Not�vithstanding the foregoing, this Agreement shal� no� term�nate by reason of the aforem�ntioned fore�losure, transfer of tiCl� by deed �n lieu of forec�osure ar other simi�ar e�ent or if the �wn�r or any Related Person or any person with whom the �wn�r has had fami�y or business ties obtains ovvnership interest in the Project for federa� ta� purposes during the peri�d in which the restrictions of this Agreement are ar wou�d be in effect. Sect�on 11. Na �onfli�t With �ther pocuments. The ��vner vvarrants that i� has not executed and will nat execute any �tiher agreement with provisinns contradict�ry to, or in opposi�ion to, the provisions hereof and that, in any event, the requirements of this Agreement are paramount and contro�Xing as t� the r�ghts and abligations herein s�t for�h and supersede any other requirements in�onfl�ct herein. Section 1�. Fees, Release and Indemnif��ation. The �wner agrees to pay the Authari�y as an application fee a nonrefundab�e fe�, the grea�er of 1% of the annual tax cred�t requested or $5��. The �vvner agrees to pay the Au�harity as a reservationlcommi�men� fee the greater of 2% �f the annua� ta.x �r�dit amount received or $5��. It� addition, the �vvner agrees to pay the Authority an. allocat�on fee of 2%a of the annual credit al�ocated and an annual fee equal to the greater of �%a af the annua� ta� credit allocated or $5��. Any e�traordinary 1ega1 fees incurred by the Authority with respect to the Project w�ll �e pazd �y the �wner. The �wner hereby agrees to pay, indemnify and hold the Author�ty harmless fram any and all costs, expenses and fees, �ncluding a11 reasonable attorneys' fees which may be �ncurred by the Autharity in enforcing ar attempting to �nforce this Agreement, including, but not limited to �i} in the e�ent that the �ar�ous reports are not submit�ed as required hereunder and the Au�hori�y conducts an on-site inspection of the �wner's book and re�ords and �ii} following any defau�t an the part �f the �wner hereunder or its success�rs, whether the same shall be enfarced b� suit or otherwise, together w�th all costs, fees and expenses which may be incurred in c�nnection with any amendment to this Agreement or otherwis� by the Authority at the request of the �vvner �inc�uding, but nat limit�d t�, �he reasonable fees and expenses of �he Authority's counsel in connectiion w�th any opinion to be rendered hereunder}. Th� �vvn�r agrees �o release �he Autharity from any claim, loss, demand or judgment as a resu�t of the allocation af tax credit dol�ars to the Proj e�t or the recapture of sam� by the IRS and tn indemnify the Authority for any �laim, loss, demand or judgment against the Au�hority as �he result of an a�location of tax credit dallars ta the Proje�t or the recapture of same by�he IRS.