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Attachment D Section 26. Third-Party Beneficiary. The parties to this Regulatory Agreement recognize and agree that the terms of this Regulatory Agreement and the enforcement of those terms are essential to the security of the Funding Lender and are entered into for the benefit of various parties, including the Funding Lender. The Funding Lender shall accordingly have contractual rights in this Regulatory Agreement and shall be entitled (but not obligated) to enforce, separately or jointly with the Governmental Lender and/or the Fiscal Agent, or to cause the Governmental Lender or the Fiscal Agent to enforce, the terms of this Regulatory Agreement. In addition, the Funding Lender is intended to be and shall be a third-party beneficiary of this Regulatory Agreement. Section 27. Freddie Mac Rider. The Freddie Mac Rider to Regulatory Agreement (the ÐFreddie Mac RiderÑ) attached to this Regulatory Agreement forms an integral part of this Regulatory Agreement and the terms thereof are hereby incorporated in this Regulatory Agreement, provided that the Freddie Mac Rider shall not be effective unless and until Conversion (as defined in the Funding Loan Agreement) occurs, and shall be terminated automatically and without further action required of any party hereto or Freddie Mac following the Freddie Mac Purchase Date (as defined in the Funding Loan Agreement) upon the earlier of (a) the date the Note is paid, retired, or otherwise discharged and (b) the date Freddie Mac ceases to be the Funding Lender. Section 28. Amendment and Restatement; Recordation. This Regulatory Agreement amends and restates in its entirety the Original Regulatory Agreement, which Original Regulatory Agreement shall be of no further force or effect; provided that, to the extent necessary to protect and preserve the tax exempt status of interest earned on the Prior Note, this Regulatory Agreement shall be deemed to relate back to the original date of issuance of the Prior Note. Upon recordation of this Regulatory Agreement as described in Section 25 above, the Borrower shall cause (at its sole cost and expense) a termination and release of the Original Regulatory Agreement to be recorded be recorded and filed in the real property records of the County, the State, and in such other places as the Governmental Lender or the Fiscal Agent may reasonably request. (The remainder of this page is intentionally left blank.) 19 12519391v3