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200109053
<br />(a) To the extent any amendments to the Act, the Regulations or the Code shall, in
<br />the written opinion of Bond Counsel filed with the Issuer and the Trustee, with a copy to the
<br />Borrower and to the Credit Enhancer, impose requirements upon the ownership or operation of
<br />the Project more restrictive than those imposed by this Regulatory Agreement in order to maintain
<br />the Tax - exempt status of interest on the Series 2001A Bonds, this Regulatory Agreement shall be
<br />deemed to be automatically amended, without the consent or approval of any other person, to
<br />impose such additional or more restrictive requirements. The parties hereto hereby agree to
<br />execute such amendment hereto as shall be necessary to document such automatic amendment
<br />hereof.
<br />(b) To the extent that the Act, the Regulations or the Code shall, in the written
<br />opinion of Bond Counsel filed with the Issuer and the Trustee, with a copy to the Borrower and to
<br />the Credit Enhancer, impose requirements upon the ownership or operation of the Project less
<br />restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be
<br />amended or modified to provide such less restrictive requirements but only by written amendment
<br />signed by the Issuer, the Trustee and the Borrower and approved by the Credit Enhancer and
<br />accompanied by the Favorable Opinion of Bond Counsel (as defined in the Indenture). The
<br />Issuer shall be under no obligation to agree to any such amendment, it being understood that each
<br />of the requirements of this Regulatory Agreement is a specific requirement of the Issuer, whether
<br />or not required by State or federal law.
<br />(c) The Borrower, the Issuer and, if applicable, the Trustee shall execute, deliver and,
<br />if applicable, file of record any and all documents and instruments necessary to effectuate the
<br />intent of this Section 6, and each of the Borrower and the Issuer hereby appoints the Trustee as its
<br />true and lawful attorney -in -fact to execute, deliver and, if applicable, file of record on behalf of
<br />the Borrower or the Issuer, as is applicable, any such document or instrument (in such form as
<br />may be approved in writing by Bond Counsel) if either the Borrower or the Issuer defaults in the
<br />performance of its obligations under this subsection (c); provided, however, that unless directed
<br />in writing by the Issuer, the Trustee shall take no action under this subsection (c) without first
<br />notifying the Borrower or the Issuer or both of them, as is applicable, unless directed in writing
<br />by the Issuer or the Borrower and without first providing the Borrower and the Issuer, or both, as
<br />is applicable, an opportunity to comply with the requirements of this Section 6. Nothing in this
<br />Section 6(c) shall be construed to allow the Trustee to execute an amendment to this Regulatory
<br />Agreement on behalf of the Issuer.
<br />Section 7. Indemnification. The Borrower shall indemnify and hold harmless the Issuer and the
<br />Trustee and their respective previous, current and future officers, members, supervisors, directors,
<br />officials and employees and each of them (each an "Indemnified Party") against all loss, costs, damages,
<br />expenses, suits, judgments, actions and liabilities of whatever nature (including, without limitation,
<br />reasonable attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to
<br />discharge judgments) directly or indirectly resulting from or arising out of or related to (a) the design,
<br />construction, installation, operation, use, occupancy, maintenance, or ownership of the Project (including
<br />compliance with laws, ordinances and rules and regulations of public authorities relating thereto), or
<br />(b) any written statements or representations with respect to the Borrower, the Project or the Bonds made
<br />or given to the Issuer or the Trustee, or any underwriters or purchasers of any of the Bonds, or any tenants
<br />or applicants for tenancy in the Project or any other person, by the Borrower, or any Authorized
<br />Borrower Representative, including, but not limited to, statements or representations of facts, financial
<br />information or partnership affairs. The Borrower also shall pay and discharge and shall indemnify and
<br />hold harmless each Indemnified Party from (i) any lien or charge upon payments by the Borrower to any
<br />Indemnified Party hereunder and (ii) any taxes (including, without limitation, all ad valorem taxes and
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