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73505919v2
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<br />which would cause or result in the violation of any of these covenants, provisions, reservations,
<br />restrictions, charges, or easements shall be null and void ab initio and of no force and effect.
<br />Nothing herein shall prohibit the transfer, sale, or assignment of the interests in the Borrower or
<br />any direct or indirect ownership interests in the Borrower’s partners, except as may be prohibited
<br />under the Loan Agreement.
<br />Section 11. Term. This Regulatory Agreement and the terms hereof shall become
<br />effective upon its execution and delivery and shall remain in full force and effect for a term and
<br />period equal to the Qualified Project Period, it being expressly agreed and understood that the
<br />provisions hereof are intended to survive the retirement of the Note and termination of the Loan
<br />Agreement and the Loan if the Qualified Project Period has not expired at the time of such
<br />retirement and expiration. Notwithstanding anything in this Regulatory Agreement to the contrary:
<br />(a) The Project may be transferred pursuant to a foreclosure, exercise of power of sale,
<br />or deed in lieu of foreclosure, or comparable proceedings under a mortgage or similar instrument
<br />without the consent of or fee of any kind payable to the Governmental Lender or compliance with
<br />the provisions of this Regulatory Agreement. In connection with any such foreclosure, deed in
<br />lieu of foreclosure, or other proceedings, this Regulatory Agreement shall be terminated upon
<br />completion of the foreclosure and expiration of the applicable redemption period, or recording of
<br />a deed in lieu of foreclosure.
<br />(b) The requirements of this Regulatory Agreement shall terminate and be of no further
<br />force and effect in the event of involuntary noncompliance with the provisions of this Regulatory
<br />Agreement caused by fire or other casualty, seizure, requisition, foreclosure, transfer of title by
<br />deed in lieu of foreclosure, change in a federal law, or an action of a federal agency after the date
<br />of this Regulatory Agreement, which prevents the Governmental Lender and the Fiscal Agent from
<br />enforcing such provisions, or condemnation or a similar event, but only if, within a reasonable
<br />period, either the Note is retired or amounts received as a consequence of such event are used to
<br />provide a project that meets the requirements hereof (this shall be deemed met if the Note has been
<br />previously retired); provided, however, that the preceding provisions of this sentence shall cease
<br />to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the
<br />termination of such provisions as the result of the foreclosure, or the delivery of a deed in lieu of
<br />foreclosure, or a similar event, the Borrower or any related person (within the meaning of Section
<br />1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal
<br />income tax purposes. The Borrower hereby agrees that, following any foreclosure, transfer of title
<br />by deed in lieu of foreclosure, or similar event, neither the Borrower nor any such related person
<br />as described above will obtain an ownership interest in the Project for federal tax purposes.
<br />(c) This Regulatory Agreement, or any of the provisions or sections hereof, may be
<br />terminated upon agreement by the Governmental Lender, the Borrower, and the Funding Lender,
<br />upon receipt of an opinion of Bond Counsel to the effect that such termination will not cause
<br />interest on the Note to become included in gross income for federal income tax purposes or cause
<br />interest on the Note to become included in the net taxable income of individuals, trusts, and estates
<br />for State income tax purposes.
<br />Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree
<br />to execute, deliver, and record appropriate instruments of release and discharge of the terms hereof;
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