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200109053
<br />(c) Notwithstanding the foregoing, the provisions of Section 7 shall, in the case of the
<br />Trustee, survive the term of this Regulatory Agreement or the replacement of the Trustee, but only as to
<br />claims arising from events occurring during the term of this Regulatory Agreement or the Trustee's tenure
<br />as Trustee under the Indenture, and shall, in the case of the Issuer, survive the term of this Regulatory
<br />Agreement, but only as to claims arising from events occurring during the term of this Regulatory
<br />Agreement.
<br />(d) The terms of this Regulatory Agreement to the contrary notwithstanding, the
<br />requirements set forth herein shall terminate and be of no further force and effect in the event of
<br />involuntarily noncompliance with the provisions of this Regulatory Agreement caused by fire, seizure,
<br />requisition, foreclosure or transfer of title by deed in lieu of foreclosure, change in a federal law or an
<br />action of a federal agency which prevents the Issuer or the Trustee from enforcing the provisions of this
<br />Agreement or condemnation or a similar event, but only if, within a reasonable period thereafter, either
<br />the portion of the Bonds attributable to the Project is retired or amounts received as a consequence of such
<br />event are used to provide a project which meets the requirements of the Code set forth in Sections 2
<br />through 5 of this Regulatory Agreement and in each such case of involuntary compliance, an opinion of
<br />Bond Counsel is delivered. The provisions of the preceding sentence shall cease to apply and the
<br />requirements referred to therein shall be reinstated if, at any time during the Qualified Project Period
<br />(Bonds) or Qualified Project Period (LIHTC), as applicable, after the termination of such requirements as
<br />a result of involuntary noncompliance due to foreclosure, transfer of title by deed in lieu of foreclosure or
<br />similar event, the Borrower or any related person (within the meaning of Section 147(a)(2) of the Code)
<br />obtains an ownership interest in the Project for tax purposes. The Borrower hereby agrees that, following
<br />any foreclosure, transfer of title by deed in lieu of foreclosure or similar event, neither the Borrower nor
<br />any related person as described above will obtain an ownership interest in the Project for tax purposes.
<br />(e) Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree
<br />to execute, deliver and record appropriate instruments of release and discharge of the terms hereof (which
<br />shall be prepared, completed and recorded at the expense of the Borrower); provided, however, that the
<br />execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of
<br />this Regulatory Agreement in accordance with its terms.
<br />Section 13. Covenants To Run With the Land. The Borrower hereby subjects the Project
<br />(including the Project Site) to the covenants, reservations, restrictions, charges and easements set forth in
<br />this Regulatory Agreement. The Issuer, the Trustee and the Borrower hereby declare their express intent
<br />that the covenants, reservations, restrictions, charges and easements set forth herein shall be deemed
<br />covenants running with the land and shall pass to and be binding upon the Borrower's successors in title
<br />to the Project, including any purchaser, grantee, owner or lessee of any portion of the Project and any
<br />other person or entity having any right, title or interest therein and upon the respective heirs, executors,
<br />administrators, devisees, successors and assigns of any purchaser, grantee, owner or lessee of any portion
<br />of the Project and any other person or entity having any right, title or interest therein; provided, however,
<br />that on the termination of this Regulatory Agreement said covenants, reservations, restrictions, charges
<br />and easements shall expire; and, provided further, that any successors in title to the Borrower are hereby
<br />notified and shall be obligated to assume or repay the then outstanding balance of the Note prior to, and as
<br />a condition of, the issuance of any successor land use restriction agreement as shall be required for any
<br />such successor in title to claim low- income housing tax credits with respect to the Project. Each and
<br />every contract, deed or other instrument hereafter executed covering or conveying the Project or any
<br />portion thereof or interest therein shall contain an express provision making such conveyance subject to
<br />the covenants, restrictions, charges and easements contained herein; provided, however, that any such
<br />contract, deed or other instrument shall conclusively be held to have been executed, delivered and
<br />accepted subject to such covenants, reservations, restrictions, charges and easements, regardless of
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