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99 �0� 85 � obligations hereunder, the Issuer and the Trustee may rely upon statements and certificates of the Low Income Tenants,Qualified LIHTC Tenants and Moderate Income Tenants and upon audits of the books and records of the Borrower pertaining to the Project. In addition, the Issuer and the Trustee may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Issuer or the Trustee hereunder in good faith and in conformity with such opinion. In determining whether any default or lack of compliance by the Borrower exists under this Regulatory Agreement, neither the Issuer nor the Trustee shall be required to conduct any investigation into or review of the operations or records of the Borrower and may rely solely on any written notice or certificate delivered by the Borrower with respect to the occurrence or absence of a default unless it knows or in the exercise of reasonable care should have known from the face of such notice or certificate,that the notice or certificate is erroneous or misleading. Section 10. Location of the Project. The Borrower hereby represents and warrants that the Project will be located entirely within the County. Section Il. Sale or Transfer of the Project or General Partnership Interest. (a) The Borrower hereby covenants and agrees not to voluntarily sell,transfer or otherwise dispose of the Project, or any portion thereof, or transfer, or consent to the acquisition of,any general partnership interest in the Borrower,without prior written notice to all Bondholders or without obtaining the prior written consent of the Issuer and the Trustee,which consent shall not be unreasonably withheld by the Issuer or the Trustee and shall be given by the Trustee and the Issuer if: (i) the Borrower shall not be in default hereunder or under any provision of any document evidencing the Mortgage Loan, including, but not limited to, the Financing Agreement or the Mortgage Note; (ii) the purchaser or assignees shall certify that the continued operation of the Project shall comply with the provisions of this Regulatory Agreement; (iii) evidence reasonably satisfactory to the Issuer that the purchaser or assi nee shall be willin and ca able of com 1 in with the terms and conditions of g g P PY g this Regulatory Agreement is delivered to the Issuer; (iv) the purchaser or assignee shall execute any document requested by the Issuer or the Trustee with respect to the assumption of the Borrower's obligations under this Regulatory Agreement, including, without limitation, an instrument of assumption hereof, and shall deliver to the Issuer an opinion of counsel for the transferee to the effect that each such document and this Regulatory Agreement are valid, binding and enforceable obligations of such purchaser or assignee; (v) either (A) evidence satisfactory to the Issuer that the purchaser or assignee has at least three years' experience in the ownership, operation and management of rental housing proj ects,without any record of material violations of 22