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EXHIBIT 1
<br />Issuer Indemnity or the Trustee and arising from, resulting from, or in any way connected with or related to
<br />(i) any cause whatsoever in connection with the approval of tax-exempt financing for the Project or the
<br />making or administration of the Loan; (ii) any act or omission of the Borrower or the General Partner or any
<br />of its agents, servants, employees, or licensees, in connection with the Loan or the Project; (iii) the
<br />operation, use, occupancy, maintenance, or ownership of the Project (including compliance with laws,
<br />ordinances and rules and regulations of public authorities relating thereto); (iv) the Trustee's acceptance or
<br />administration of the trusts under and/or the Issuer's execution of the Indenture, the Financing Agreement
<br />or this Regulatory Agreement, or the exercise or performance by Issuer Indemnity of any powers or duties
<br />under the Indenture, the Financing Agreement or this Regulatory Agreement; or (v) the issuance of any
<br />Bonds or any certifications or representations of the Borrower or the General Partner made in connection
<br />therewith and the carrying out of any of the transactions contemplated by the Bonds and this Regulatory
<br />Agreement; provided, however, that this provision shall not require the Borrower to indemnify the Issuer
<br />Indemnity or the Trustee from any claims, costs, fees, expenses or liabilities arising from the willful failure
<br />to perform its obligations under any of the foregoing documents or willful misconduct of the Issuer Indemnity
<br />or the willful misconduct or negligence of the Trustee, as applicable. The indemnity provided in this Section
<br />shall include within its scope, without limitation, any and all active or passive negligence on the part of
<br />Issuer Indemnity (other than willful misconduct) or any claims of combined negligence on the part of Issuer
<br />Indemnity and Borrower, to the extent Issuer Indemnity is not prohibited by law from contracting for
<br />indemnification against such active, passive or combined negligent conduct; any claims for wrongful death;
<br />any vicarious liability imposed upon the Issuer Indemnity; and any liability imposed by law on the Issuer
<br />Indemnity on a strict liability theory or pursuant to any local, state or federal environmental statute,
<br />regulation or law; and the Borrower expressly acknowledges that the scope of its obligation to indemnify,
<br />hold harmless and defend the Issuer extends to and includes all loss, costs, damages, expenses, suits,
<br />judgments, actions and liabilities of whatsoever nature arising out of or related to the Issuer's obligations,
<br />liabilities and/or responsibilities with respect to the Americans with Disabilities Act of 1990, as amended,
<br />(the "ADA") insofar as they relate to the Project or arise out of the Issuer's issuance of the Bonds, including,
<br />but not limited to, any claims that the Project is inaccessible to or that the Borrower discriminates against
<br />disabled individuals; it being expressly agreed by the Borrower that the issuance of the Bonds and/or the
<br />making of the Loan are not willful misconduct excusing the Borrower from its indemnification obligations
<br />with respect to the Issuer's potential ADA liability. It is the express intention of the parties that Borrower
<br />shall indemnify Issuer Indemnity against any and all such liability hereunder, and that the foregoing
<br />indemnification with respect to the Borrower shall survive the termination of this Regulatory Agreement.
<br />The Borrower also shall pay and discharge and shall indemnify and hold harmless the Issuer
<br />Indemnity and the Trustee from any taxes (including, without limitation, any ad valorem taxes and sales
<br />taxes, but not income taxes on fees and expenses paid to the Trustee), assessments, impositions and other
<br />charges in respect of the Project.
<br />In the event that any action or proceeding is brought against the Issuer Indemnity or the Trustee
<br />with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the
<br />indemnified party, shall assume the investigation and defense thereof, including the employment of counsel
<br />selected by the Borrower (and otherwise acceptable to the indemnified party) and the payment of all
<br />expenses related thereto. The Issuer Indemnity or the Trustee, as applicable, shall have the right to retain
<br />separate defense counsel at the sole cost and expense of Borrower, upon such indemnitee's reasonable
<br />determination, with the consent of the Borrower (which consent shall not be unreasonably withheld), that
<br />such separate counsel is necessary to provide such indemnified party with an adequate defense to any
<br />such action or proceeding.
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<br />4-17
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