FULL AGENDA_2018-12-18 (2) - Laserfiche WebLink

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EXHIBIT 1 Section 24. Compliance by Borrower. The Trustee shall not be responsible for monitoring or verifying compliance by the Borrower with its obligations under this Regulatory Agreement. Section 25. Limited Liability. All obligations of the Issuer incurred hereunder shall be limited obligations, payable solely and only from Bond proceeds, Revenues (as defined in the Indenture) and other amounts payable under the Financing Agreement. Section 26. No Interference or Impairment of Loan. Notwithstanding anything herein to the contrary, as long as the Credit Facility remains outstanding and there has been no Wrongful Dishonor (as such term is defined in the Indenture), none of the Issuer, the Lender, the Trustee nor any other person shall: (a) initiate or take any action which may have the effect, directly or indirectly, of impairing the ability of the Borrower to timely pay the principal of, interest on, or other amounts due and payable under, the Loan; or (b) upon the occurrence of an event of default under the Loan, take any action to accelerate or otherwise enforce payment or seek other remedies with respect to the Loan; or provided that this prohibition shall not be construed to limit the rights of the Issuer and the Trustee to specifically enforce this Regulatory Agreement in order to provide for the operation of the Project in the manner required by the Act, the Code and the Issuer, and provided further that this prohibition shall not be construed to limit the rights of the Issuer or the Trustee to enforce their rights against the Borrower under Section 7, Section 15 or 17 hereof or other Reserved Rights, so long as such enforcement does not cause the Borrower to file a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, reorganization, conservation or other similar law in effect now or in the future; provided further, however, that neither the Issuer nor the Trustee may cause the Loan to become due and payable or cause the Trustee to redeem the Bonds or declare the principal of all Bonds and interest accrued thereon to be immediately due and payable or cause the noteholder to foreclose or take any action under the Loan Documents to obtain such performance or observance; and provided further that any right of the Issuer or the Trustee to take any action at law or in equity to enforce the obligations, covenants and agreements of the Borrower under the Regulatory Agreement (including any claim under Section 7 or Section 15 hereof) shall be subordinate to the Loan. Section 27. Character of Borrower's Obligations. Notwithstanding any provisions of this Agreement to the contrary, including but not limited to the other provisions of this Section 27, all obligations of the Borrower under this Regulatory Agreement for the payment of money and all claims for damages against the Borrower occasioned by breach or alleged breach by the Borrower of its obligations under this Regulatory Agreement, including indemnification obligations, shall not be a lien on the Project and no Person shall have the right to enforce such obligations other than directly against the Borrower as provided in Section 15 of this Agreement. It is hereby acknowledged that the obligation to repay the Loan is not an obligation of the Borrower for payment of money under this Regulatory Agreement, but is governed by the terms of the Financing Agreement and the Loan Documents. No subsequent owner of the Project shall be liable or obligated for the breach or default of any obligation of the Borrower under this Agreement on the part of any prior Borrower, including but not limited to any payment or indemnification obligation. Such obligations are personal to the Person who was the 20 4-24