Common use of Modification of Covenants Clause in Contracts

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the Issuer, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Bond Counsel is required or requested to be delivered hereunder after the Closing Date, the Bondowner Representative, the Issuer or and the OwnerBorrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of Bond Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Fiscal Agent and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole and absolute discretion, the Trustee Fiscal Agent and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds Governmental Loan Note or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer Governmental Lender and, if applicable, the TrusteeFiscal Agent, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer Governmental Lender hereby appoints the Trustee Fiscal Agent as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the Owner, the Trustee Fiscal Agent shall not take no any action under this subsection (c) without first notifying the Owner or the IssuerGovernmental Lender, or both of them, as is applicable, and the Funding Lender, and without first providing the Owner or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project or of the Other Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Tax- Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, impose requirements upon the ownership or operation of the Project or of the Other Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the OwnerBorrower, and with the prior written consent of the LenderBondowner Representative, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Bondowner Representative, the Issuer and the Borrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Owner and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, Issuer (with a copy to the Trustee and the OwnerAgent), retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on on, the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, Issuer (with a copy to the Trustee and the OwnerAgent), impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, Owner (with the consent of the LenderAgent), and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 hereof. (c) The Owner, Owner and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints appoints, pursuant to the Trustee Agency Agreement, the Agent as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee Agent shall not be required to take no any action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8subsection. Nothing in this subsection (c) shall be construed to allow the Trustee Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer County hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerCounty, the Funding Lender, the Subordinate Bonds Trustee and the OwnerBorrower, retroactively impose requirements upon the ownership or operation County, the Funding Lender, the Subordinate Bonds Trustee of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsObligations, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerCounty, the Funding Lender, the Subordinate Bonds Trustee and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerCounty, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee County of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Tax- Exempt status of interest on the Bonds Obligations or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, County shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer County hereby appoints each of the Funding Lender and the Subordinate Bonds Trustee as its their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerCounty, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner Borrower or the Issuer County defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer County or the OwnerBorrower, the Funding Lender and the Subordinate Bonds Trustee shall take no action under this subsection without first notifying the Owner Borrower or the IssuerCounty, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the IssuerCounty, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Funding Lender or a Subordinate Bonds Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer County or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Funding Lender, the County, the Subordinate Bond Trustee and the Borrower shall accept (unless otherwise directed in writing by the County) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by 653546.doc 4/29/2010 the Issuer, at its sole and absolute discretion, the Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall not take no any action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, and the Lender, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The Owner, the Trustee Owner and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsNotes, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee and the Owner, with the consent of the LenderNoteowner Representative, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Notes or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 21 hereof. (c) The Owner, Owner and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing LawCDLAC Conditions, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Bank and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project or of the Other Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing LawCDLAC Conditions, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Bank and the OwnerBorrower, impose requirements upon the ownership or operation of the Project or of the Other Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the IssuerGovernmental Lender, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Tax- Exempt Notes or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Bank as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Bank shall take no action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bank to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Tax Counsel is required or requested to be delivered hereunder after the OwnerClosing Date, the Bank, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of Tax Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsGovernmental Lender Note, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer Governmental Lender of the written consent of the Funding Lender and the Trustee of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Governmental Lender Note or violate the requirements of the Housing LawAct, and otherwise is in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Funding Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Funding Lender shall take no action under this subsection without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Funding Lender to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Funding Lender, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing LawCDLAC Conditions, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Bank and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project or of the Other Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing LawCDLAC Conditions, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Bank and the OwnerBorrower, impose requirements upon the ownership or operation of the Project or of the Other Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the IssuerGovernmental Lender, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Tax- Exempt Notes or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. In no event, however, shall any amendment to Section 31 adversely affect the interests of the City of Walnut Creek without the prior written consent of the City of Walnut Creek. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Bank as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Bank shall take no action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bank to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Tax Counsel is required or requested to be delivered hereunder after the OwnerClosing Date, the Bank, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of Tax Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Issuer and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project or of the Other Projects more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Issuer and the OwnerBorrower, impose requirements upon the ownership or operation of the Project or of the Other Projects less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the OwnerBorrower, with the consent of the LenderBondowner Representative, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Bondowner Representative, the Issuer and the Borrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The OwnerBorrower, the Trustee Fiscal Agent and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole and absolute discretion, the Trustee Fiscal Agent and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds Tax-Exempt Governmental Lender Note or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The OwnerBorrower, the Issuer Governmental Lender and, if applicable, the TrusteeFiscal Agent, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Fiscal Agent as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Fiscal Agent shall not take no any action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and the Funding Lender, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.

Modification of Covenants. The OwnerBorrower, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Trustee, the Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel (a copy of which shall be filed with the Trustee) to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on either series of the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The OwnerBorrower, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee and the Bondowner Representative as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee or the Bondowner Representative shall not take no any action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee or the Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The OwnerBorrower, the Trustee Bondowner Representative and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee Bondowner Representative and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The OwnerBorrower, the Issuer and, if applicable, the TrusteeBondowner Representative, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The OwnerBorrower, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the IssuerIssuer and Trustee, who shall deliver a copy thereof to the Trustee and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary Agreement in order to maintain the validity of, or the Tax-Exempt exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended amended, without the consent or approval of any other person, to impose such additional or more restrictive requirements. The parties hereto hereby agree to execute such amendment hereto as shall be necessary to document such automatic amendment hereof. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the Lender, Borrower and only upon receipt approved by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt exempt status of interest on the Bonds or violate Bonds. The Issuer shall be under no obligation to agree to any such amendment, it being understood that each of the requirements of this Regulatory Agreement is a specific requirement of the Housing LawIssuer, and otherwise in accordance with Section 22 hereofwhether or not required by state or federal law. (c) The OwnerBorrower, the Issuer and, if applicable, the Trustee, Trustee shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 86, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerIssuer, the Trustee shall take no action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, Issuer and without first providing the Owner or the Issuer, or both, as is applicable, Issuer an opportunity to comply with the requirements of this Section 86. Nothing in this subsection (cSection 6(c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The Owner, the Trustee Fiscal Agent and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and and/or compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsNote, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole and absolute discretion, the Trustee Fiscal Agent and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not adversely affect the Tax-Tax- Exempt status of interest on the Bonds Note or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer Governmental Lender and, if applicable, the TrusteeFiscal Agent, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer Governmental Lender hereby appoints the Trustee Fiscal Agent as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the Owner, the Trustee Fiscal Agent shall not take no any action under this subsection (c) without first notifying the Owner or the IssuerGovernmental Lender, or both of them, as is applicable, and the Lender, and without first providing the Owner or the IssuerGovernmental Lender, or both, as is applicable, an a reasonable opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.

Modification of Covenants. The OwnerBorrower, the Trustee Fiscal Agent and the Issuer City hereby agree as follows: (a) To the extent any amendments to the ActLaw, the Housing LawAct, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the IssuerCity, the Trustee Fiscal Agent and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary Agreement in order to maintain the validity of, or the Tax-Exempt exempt status of interest on the BondsNote, this Regulatory Agreement shall be deemed to be automatically amended amended, without the consent or approval of any other person, to impose such additional or more restrictive requirements. The parties hereto hereby agree to execute such amendment hereto as shall be necessary to document such automatic amendment hereof. (b) To the extent that the ActLaw, the Housing LawAct, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the IssuerCity, the Trustee Fiscal Agent and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretionCity, the Trustee Fiscal Agent and the Owner, with the consent of the Lender, Borrower and only upon receipt approved by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment is permitted by the Law and the Act and will not affect the Tax-Exempt exempt status of interest on the Bonds or violate Note. The City shall be under no obligation to agree to any such amendment, it being understood that each of the requirements of this Regulatory Agreement is a specific requirement of the Housing LawCity, and otherwise in accordance with Section 22 hereofwhether or not required by California or federal law. (c) The OwnerBorrower, the Issuer City and, if applicable, the Trustee, Fiscal Agent shall execute, deliver and, if applicable, file of or record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer City hereby appoints the Trustee Fiscal Agent as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of or record on behalf of the Owner or the IssuerCity, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer City defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerCity, the Trustee Fiscal Agent shall take no action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, City and without first providing the Owner or the Issuer, or both, as is applicable, City an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (cSection 8(c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerCity.

Modification of Covenants. The Owner, the Trustee Owner and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsTax-Exempt Obligations, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee and the Owner, with the consent of the LenderNoteowner Representative and Subordinate Bondholder Representative, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Tax-Exempt Obligations or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 21 hereof. (c) The Owner, Owner and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing LawCDLAC Conditions, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Funding Lender and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing LawCDLAC Conditions, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Funding Lender and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the IssuerGovernmental Lender, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Governmental Lender Note or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Funding Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Funding Lender shall take no action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Funding Lender to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Tax Counsel is required or requested to be delivered hereunder after the OwnerClosing Date, the Funding Lender, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of Tax Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the LenderMajority Owner, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows:follows:‌ (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements.requirements.‌ (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing Law, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this this‌ subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower (with a copy to the Servicer), retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsGovernmental Note, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower (with a copy to the Servicer), impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and Governmental Lender (with a copy to the Trustee Servicer) of the written opinion of Bond Tax Counsel to the effect that such amendment is permitted by the Project Loan Agreement and will not affect the Tax-Exempt status of interest on the Bonds Governmental Note or violate the requirements of the Housing LawAct, and otherwise is in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall take no action under this subsection without first notifying the Owner or the Issuer, or both of them, as is applicable, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the Owner.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing LawCDLAC Conditions, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Funding Lender and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project or of the Other Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing LawCDLAC Conditions, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the IssuerGovernmental Lender, the Trustee Funding Lender and the OwnerBorrower, impose requirements upon the ownership or operation of the Project or of the Other Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the IssuerGovernmental Lender, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Governmental Lender Note or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Funding Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Funding Lender shall take no action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Funding Lender to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Tax Counsel is required or requested to be delivered hereunder after the OwnerClosing Date, the Funding Lender, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of Tax Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole and absolute discretion, the Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall not take no any action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, and the Lender, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. ﷒ The Owner, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole and absolute discretion, the Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Trustee shall not take no any action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, and the Lender, and without first providing the Owner or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The Owner, the Trustee Fiscal Agent and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole and absolute discretion, the Trustee Fiscal Agent and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds Governmental Lender Notes or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer Governmental Lender and, if applicable, the TrusteeFiscal Agent, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer Governmental Lender hereby appoints the Trustee Fiscal Agent as its true and lawful attorney-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the Owner, the Trustee Fiscal Agent shall not take no any action under this subsection (c) without first notifying the Owner or the IssuerGovernmental Lender, or both of them, as is applicable, and the Funding Lender, and without first providing the Owner or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.

Modification of Covenants. The OwnerBorrower, the Trustee and the Issuer hereby agree as follows: (a) To the extent any amendments to the ActLaw, the Housing LawAct, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower, retroactively with a copy to the Bondowner Representative, impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary Agreement in order to maintain the validity of, or the Tax-Exempt exempt status of interest on the BondsBond, this Regulatory Agreement shall be deemed to be automatically amended amended, without the consent or approval of any other person, to impose such additional or more restrictive requirements. The parties hereto hereby agree to execute such amendment hereto as shall be necessary to document such automatic amendment hereof. (b) To the extent that the ActLaw, the Housing LawAct, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower (with a copy to the Bondowner Representative), impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the Owner, with the consent of the Lender, Borrower and only upon receipt approved by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment is permitted by the Law and the Act and will not affect the Tax-Exempt exempt status of interest on the Bonds or violate Bond. The Issuer shall be under no obligation to agree to any such amendment, it being understood that each of the requirements of this Regulatory Agreement is a specific requirement of the Housing LawIssuer, and otherwise in accordance with Section 22 hereofwhether or not required by California or federal law. (c) The OwnerBorrower, the Issuer and, if applicable, the Trustee, Trustee shall execute, deliver and, if applicable, file of or record any and all documents and instruments necessary 4838-6930-1794.2 to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of or record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerIssuer, the Trustee shall take no action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, Issuer and without first providing the Owner or the Issuer, or both, as is applicable, Issuer an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (cSection 8(c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The OwnerBorrower, the Trustee Original Purchaser and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Original Purchaser and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Original Purchaser and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee Original Purchaser and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Notes or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The OwnerBorrower, the Issuer Governmental Lender and, if applicable, the TrusteeOriginal Purchaser, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints the Trustee Original Purchaser as its true and lawful attorney-in-in- fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Original Purchaser shall take no action under this subsection (c) without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Original Purchaser to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the Issuer, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee shall take no action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Bond Counsel is required or requested to be delivered hereunder after the Closing Date, the Trustee, the Issuer or and the OwnerBorrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of Bond Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the Bonds, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole discretion, the Trustee and the OwnerBorrower, and with the prior written consent of the LenderBondowner Representative, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Bondowner Representative, the Issuer and the Borrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Housing Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Funding Lender and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Housing Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Funding Lender and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the Issuer, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Note or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Funding Lender as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Funding Lender shall take no action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Funding Lender to execute an amendment to this Regulatory Agreement on behalf of the Issuer. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Tax Counsel is required or requested to be delivered hereunder after the Closing Date, the Funding Lender, the Issuer or and the OwnerBorrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of Tax Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee and the Issuer hereby agree as follows:: The Owner, the Fiscal Agent/Trustee and the (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Fiscal Agent/Trustee and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Fiscal Agent/Trustee and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the Issuer, at its sole and absolute discretion, the Fiscal Agent/Trustee and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Tax Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Governmental Lender Tax-Exempt Note and the Junior Bonds or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer and, if applicable, the Fiscal Agent/Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer hereby appoints the Fiscal Agent/Trustee as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the Owner, the Fiscal Agent/Trustee shall not take no any action under this subsection (c) without first notifying the Owner or the Issuer, or both of them, as is applicable, and the Lender, and without first providing the Owner or the Issuer, or both, as is applicable, an a reasonable opportunity to comply with the requirements of this Section 8. Nothing 8.﷒Nothing in this subsection (c) shall be construed to allow the Fiscal Agent/Trustee to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerIssuer.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsGovernmental Lender Note, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Tax Counsel filed with the Issuer, the Trustee Governmental Lender and the OwnerBorrower, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Tax Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds Governmental Lender Note or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, Governmental Lender shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer Governmental Lender hereby appoints appoint the Trustee Funding Lender as its their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Tax Counsel) if either the Owner Borrower or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the OwnerBorrower, the Trustee Funding Lender shall take no action under this subsection without first notifying the Owner Borrower or the IssuerGovernmental Lender, or both of them, as is applicable, in writing and without first providing the Owner Borrower or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Funding Lender to execute an amendment to this Regulatory Agreement on behalf of the Issuer Governmental Lender or the OwnerBorrower. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of counsel is required or requested to be delivered hereunder after the Closing Date, the Funding Lender, the Governmental Lender and the Borrower shall accept (unless otherwise directed in writing by the Governmental Lender) an opinion of counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Borrower and the Issuer hereby agree as follows: (a) To the extent any amendments to the Housing Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, retroactively impose requirements upon the ownership or operation of the Project Development more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsDevelopment, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Housing Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the Issuer, the Trustee Bondowner Representative and the OwnerBorrower, impose requirements upon the ownership or operation of the Project Development less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements requirements, but only by written amendment signed by the Issuer, at in its sole discretion, the Trustee and the Owner, with the consent of the LenderBorrower, and only upon receipt by the Issuer and the Trustee of the written opinion of Bond Counsel to the effect that such amendment will not affect the Tax-Exempt status of interest on the Bonds or violate the requirements of the Housing LawAct, and is otherwise in accordance with Section 22 hereof. (c) The Owner, Borrower and the Issuer and, if applicable, the Trustee, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner Borrower and the Issuer hereby appoints the Trustee Bondowner Representative as its true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Owner Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel, as evidenced by receipt of the opinion required by paragraph (b) above) if either the Owner Borrower or the Issuer defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer or the OwnerBorrower, the Trustee Bondowner Representative shall take no action under this subsection (c) without first notifying the Owner Borrower or the Issuer, or both of them, as is applicable, and without first providing the Owner Borrower or the Issuer, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Bondowner Representative to execute an amendment to this Regulatory Agreement on behalf of the Issuer. Notwithstanding any other provision of this Regulatory Agreement, whenever an opinion of Bond Counsel is required or requested to be delivered hereunder after the Closing Date, the Bondowner Representative, the Issuer or and the OwnerBorrower shall accept (unless otherwise directed in writing by the Issuer) an opinion of Bond Counsel in such form and with such disclaimers as may be required so that such opinion will not be treated as a “covered opinion” for purposes of the Treasury Department regulations governing practice before the Internal Revenue Service (Circular 230), 31 CFR Part 10.

Modification of Covenants. The Owner, the Trustee Fiscal Agent and the Issuer Governmental Lender hereby agree as follows: (a) To the extent any amendments to the Act, the Housing Law, the Regulations or the Code shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, retroactively impose requirements upon the ownership or operation of the Project more restrictive than those imposed by this Regulatory Agreement, and if such requirements are applicable to the Project and compliance therewith is necessary to maintain the validity of, or the Tax-Exempt status of interest on the BondsProject, this Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more restrictive requirements. (b) To the extent that the Act, the Housing Law, the Regulations or the Code, or any amendments thereto, shall, in the written opinion of Bond Counsel filed with the IssuerGovernmental Lender, the Trustee Fiscal Agent and the Owner, impose requirements upon the ownership or operation of the Project less restrictive than imposed by this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide such less restrictive requirements but only by written amendment signed by the IssuerGovernmental Lender, at its sole and absolute discretion, the Trustee Fiscal Agent and the Owner, with the consent of the Lender, and only upon receipt by the Issuer and the Trustee Governmental Lender of the written opinion of Bond Counsel to the effect that such amendment will not adversely affect the Tax-Exempt status of interest on the Bonds Governmental Lender Note or violate the requirements of the Housing LawAct, and otherwise in accordance with Section 22 hereof. (c) The Owner, the Issuer Governmental Lender and, if applicable, the TrusteeFiscal Agent, shall execute, deliver and, if applicable, file of record any and all documents and instruments necessary to effectuate the intent of this Section 8, and each of the Owner and the Issuer Governmental Lender hereby appoints the Trustee Fiscal Agent as its their true and lawful attorneyattorneys-in-fact (jointly or individually) to execute, deliver and, if applicable, file of record on behalf of the Owner or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved in writing by Bond Counsel) if either the Owner or the Issuer Governmental Lender defaults in the performance of its obligations under this subsection (c); provided, however, that unless directed in writing by the Issuer Governmental Lender or the Owner, the Trustee Fiscal Agent shall not take no any action under this subsection (c) without first notifying the Owner or the IssuerGovernmental Lender, or both of them, as is applicable, and the Funding Lender, and without first providing the Owner or the IssuerGovernmental Lender, or both, as is applicable, an opportunity to comply with the requirements of this Section 8. Nothing in this subsection (c) shall be construed to allow the Trustee Fiscal Agent to execute an amendment to this Regulatory Agreement on behalf of the Issuer or the OwnerGovernmental Lender.