|
EXHIBIT 1
<br />will be binding upon all owners of the Project, including, but not limited to, the execution and
<br />recordation of this Regulatory Agreement in the real property records of the County.
<br />The Borrower hereby covenants to include the requirements and restrictions contained in this
<br />Regulatory Agreement in any document transferring any interest in the Project to another person to the end
<br />that such transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any
<br />transferee to abide by all requirements and restrictions of this Regulatory Agreement.
<br />Section 6. Modification of Special Tax Covenants. The Borrower, the Trustee and the Issuer
<br />hereby agree as follows:
<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, the Trustee and the Borrower, impose
<br />requirements upon the ownership or operation of the Project more restrictive than those imposed
<br />by this Regulatory Agreement which must be complied with in order to maintain the exclusion from
<br />gross income for federal income tax purposes of interest on the Bonds, this Regulatory Agreement
<br />shall be deemed to be automatically amended to impose such additional or more restrictive
<br />requirements.
<br />(b) To the extent that the Act, the Regulations or the Code, or any amendments
<br />thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the
<br />Borrower, 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 modified
<br />to provide such less restrictive requirements but only by written amendment signed by the Issuer,
<br />at its sole discretion, the Trustee and the Borrower, with the consent of the Lender, and only upon
<br />receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such
<br />amendment will not affect the Tax -Exempt status of interest on the Bonds or violate the
<br />requirements of the Act, and otherwise in accordance with Section 19 hereof.
<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 the
<br />Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be
<br />approved in writing by Bond Counsel) if either the Borrower or the Issuer defaults in the
<br />performance of its obligations under this subsection (b); provided, however, that the Trustee shall
<br />take no action under this subsection (b) without first notifying the Borrower or the Issuer, or both of
<br />them, as is applicable, unless directed in writing by the Issuer or the Borrower and without first
<br />providing the Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the
<br />requirements of this Section 6.
<br />Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify
<br />and hold harmless the Issuer and the Program Administrator, if not the Issuer (the "Issuer Indemnity") and
<br />the Trustee, including for such purposes, their respective officers, members, commissioners, directors,
<br />officials, employees and agents from and against all claims, liabilities, obligations, damages, penalties,
<br />litigation, costs, charges and expenses (including without limitation reasonable attorneys, accounting,
<br />consulting, engineering, and other fees and expenses), imposed on, incurred by or asserted against the
<br />12
<br />4-16
<br />
|