|
Attachment D
<br />Section 6. Covenants Run with the Land. The Borrower hereby declares its express
<br />intent that the covenants, restrictions, charges, and easements set forth herein shall be deemed
<br />covenants running with the Land and shall, except as otherwise provided in this Regulatory
<br />Agreement, pass to and be binding upon the BorrowerÓs successors in title including any purchaser,
<br />grantee, owner, or lessee of any portion of the Project and any other person or entity having any
<br />right, title, or interest therein and upon the respective heirs, executors, administrators, devisees,
<br />successors, and assigns of any purchaser, grantee, owner, or lessee of any portion of the Project
<br />and any other person or entity having any right, title, or interest therein. Except as otherwise
<br />provided in, or the Freddie Mac Rider to, this Regulatory Agreement, each and every contract,
<br />deed, or other instrument hereafter executed covering or conveying the Project or any portion
<br />thereof or interest therein shall contain an express provision making such conveyance subject to
<br />the covenants, restrictions, charges, and easements contained herein; provided, however, that any
<br />such contract, deed, or other instrument shall conclusively be held to have been executed,
<br />delivered, and accepted subject to such covenants, regardless of whether or not such covenants are
<br />set forth or incorporated by reference in such contract, deed, or other instrument.
<br />Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall
<br />indemnify and hold harmless the Governmental Lender and its officers, agents, and employees
<br />(the ÐIndemnified PartiesÑ) and the Fiscal Agent and its officers, agents, members, directors,
<br />officials, and employees as provided in the Loan Agreement. All provisions of the Loan
<br />Agreement relating to indemnification are incorporated by reference herein and are considered
<br />provisions of this Regulatory Agreement, as if expressly set out herein.
<br />Section 8. Consideration. The Governmental Lender has issued the Note in part to
<br />provide funds to make the Loan to refinance and finance the acquisition, construction, and
<br />equipping of the Project all for the purpose, among others, of inducing the Borrower to acquire,
<br />construct, equip, and operate the Project. In consideration of the issuance of the Note by the
<br />Governmental Lender, the Borrower has entered into this Regulatory Agreement and has agreed
<br />to restrict the uses to which the Project can be put on the terms and conditions set forth herein.
<br />Section 9. Reliance. The Governmental Lender and the Borrower hereby recognize
<br />and agree that the representations and covenants set forth herein may be relied upon by all persons
<br />interested in the legality and validity of the Note and in the exemption from federal income taxation
<br />of the interest on the Note. In performing their duties and obligations hereunder, the Governmental
<br />Lender and the Fiscal Agent may rely upon statements and certificates of the Borrower and the
<br />tenants and upon audits of the books and records of the Borrower pertaining to the Project. In
<br />addition, the Governmental Lender and the Fiscal Agent may consult with counsel, and the written
<br />opinion of such counsel shall be full and complete authorization and protection in respect of any
<br />action taken or suffered by the Governmental Lender or the Fiscal Agent hereunder in good faith
<br />and in conformity with such written opinion. A copy of any such opinion shall be furnished by
<br />the Governmental Lender or the Fiscal Agent to the Borrower and Funding Lender upon written
<br />request. In determining whether any default or lack of compliance by the Borrower exists under
<br />this Regulatory Agreement, the Fiscal Agent shall not be required to conduct any investigation
<br />into or review of the operations or records of the Borrower and may rely solely on any notice or
<br />certificate delivered to the Fiscal Agent by the Borrower or the Governmental Lender with respect
<br />to the occurrence or absence of a default unless it knows, or in the exercise of reasonable care
<br />should have known, that the notice or certificate is erroneous or misleading.
<br /> 12
<br />12519391v3
<br />
<br />
|