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9� �.os �� discrimination restrictions or other state or federal laws or regulations applicable to such projects is delivered to the Trustee or (B) the purchaser or assignee agrees to retain a property management firtn which the Issuer determines has the experience and record described in subclause (1) above or (C) the Issuer shall not have any reason to believe that the purchaser or assignee is incapable of complying with, or may be unwilling to comply with, the terms of all agreements binding on such purchaser or assignee relating to the Project; (vi) the Issuer and the Trustee shall have received(A)reasonable evidence satisfactory to the Issuer and the Trustee that the Borrower's purchaser or transferee has assumed in writing and in full,the Borrower's duties and obligations under this Regulatory Agreement,(B)an opinion of counsel to the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement and that such obligations and this Regulatory Agreement are binding on the transferee, (C) an opinion of Bond Counsel that such transfer shall not adversely affect the Taat-exempt nature of the interest on the Bonds and (D) a Certificate of Continuing Program Compliance(Bonds) and a Certificate of Continuing Program Compliance(LIHTC)(and a"bring-down"certificate,if necessary)current as of the date of transfer; (vii) the Borrower shall pay all costs of the transfer of title,including,but not limited to,the costs incurred by the Issuer and the Trustee(including the fees and expenses of their respective counsel)and any other costs associated with meeting the conditions specified in this Section 11; and (viii) such other conditions are met as the Issuer or the Trustee may reasonably impose to assure compliance of the Proj ect with the requirements of this Regulatory Agreement. (b) The Borrower(1)will not dispose to any person any portion of the Project to which this Regulatory Agreement applies unless all of the Project is disposed of to such person and(2)may sell,transfer or exchange the entire Project at any time,but the Borrower shall notify in writing and obtain the agreement of any buyer or successor or other person acquiring the Project or any interest therein that such acquisition is subject to the requirements of this Regulatory Agreement. The Borrower shall promptly notify the Issuer and the Trustee in writing of such transfer. This provisions shall not act to waive any other restriction on such sale or transfer or exchange. Any voluntary sale, transfer or other disposition of the Project or any general partnership interest in the Borrower to any entity,whether or not affiliated with the Borrower,shall be subject to the provisions of this Section 11. Except as provided in Section 12 hereof,it is hereby expressly stipulated and agreed that(i)any voluntary sale,transfer or other disposition of the Proj ect or any general partnership interest in the Borrower in violation of this Section 11 shall be null,void and without effect,shall cause a reversion of title to the Borrower and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement, and(ii) neither a transfer of the Proj ect or any general partnership interest in the Borrower in foreclosure nor a transfer of the Proj ect 23