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<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,
<br /> impose requirements upon the ownership or operation of the Project less restrictive than
<br /> imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or
<br /> modified to provide such less restrictive requirements but only by written amendment signed
<br /> by the Issuer, the Trustee and the Borrower and approved by the written opinion of Bond
<br /> Counsel to the effect that such amendment will not affect the Tax-exempt status of interest
<br /> on the Bonds. The Issuer shall be under no obligation to agree to any such amendment, it
<br /> being understood that each of the requirements of this Regulatory Agreement is a specific
<br /> requirement of the Issuer, whether or not required by State or federal law.
<br /> (c) The Borrower,the Issuer and,if applicable,the Trustee shall execute,deliver
<br /> and, if applicable, file of record any and all documents and instruments necessary to
<br /> effectuate the intent of this Section 6, and each of the Borrower and the Issuer hereby
<br /> appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if
<br /> applicable, file of record on behalf of the Borrower or the Issuer, as is applicable, any such
<br /> document or instrument(in such form as may be approved in writing by Bond Counsel) if
<br /> either the Borrower or the Issuer defaults in the performance of its obligations under this
<br /> subsection(c);provided,however,that unless directed in writing by the Issuer,the Trustee
<br /> shall take no action under this subsection (c) without first notifying the Borrower or the
<br /> Issuer or both of them, as is applicable, unless directed in writing by the Issuer or the
<br /> Borrower and without first providing the Borrower and the Issuer, or both, as is applicable,
<br /> 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
<br /> Regulatory Agreement on behalf of the Issuer.
<br /> Section 7. Indemnification. The Borrower shall indemnify and hold harmless the
<br /> Issuer,the Trustee and their respective previous,current and future officers,members, supervisors,
<br /> directors, officials and employees of each of them (each, an "Indemnified Party") against all loss,
<br /> costs, damages, expenses, suits,judgments, actions and liabilities of whatever nature (including,
<br /> without limitation,reasonable attorneys'fees,litigation and court costs,amounts paid in settlement,
<br /> and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or
<br /> related to (a) the design, construction, installation, operation, use, occupancy, maintenance or
<br /> ownership of the Project(including compliance with laws, ordinances and rules and regulations of
<br /> public authorities relating thereto) or(b) any written statements or representations with respect to
<br /> the Borrower, the Project or the Bonds made or given to the Issuer or the Trustee, or any
<br /> underwriters or purchasers of any of the Bonds, or any tenants or applicants for tenancy in the
<br /> Project or any other person,by the Borrower,or any Authorized Borrower Representative,including,
<br /> but not limited to,statements or representations of facts,financial information or partnership affairs.
<br /> The Borrower also shall pay and discharge and shall indemnify and hold harmless each Indemnified
<br /> Party from(i)any lien or charge upon payments by the Borrower to any Indemnified Party hereunder
<br /> and(ii)any taxes(including,without limitation,all ad valorem taxes and sales taxes),assessments,
<br /> impositions and other charges in respect of any portion of the Project. If any such claim for
<br /> indemnification described in this Section 7 is asserted, or any such lien or charge upon payments,
<br /> or any such ta�ces,assessments,impositions or other charges,are sought to be imposed,the affected
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