Common use of Modification of Tax Covenants Clause in Contracts

Modification of Tax Covenants. (a) Subsequent to the issuance of the Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), this Agreement may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture and with the written consent of the Issuer. Anything contained in this Agreement or the Indenture to the contrary notwithstanding, the Issuer and the Borrower hereby agree to amend this Agreement and, if appropriate, the Indenture, the Regulatory Agreement and the Tax Certificate, to the extent required, in the opinion of Bond Counsel, in order for interest on the Bonds to remain excludable from gross income for federal income tax purposes. The party requesting such amendment shall notify the other parties to this Agreement of the proposed amendment and send a copy of such requested amendment to Bond Counsel. After review of such proposed amendment, Bond Counsel shall render to the Issuer and the Trustee an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds in gross income for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and where applicable, the Trustee per written instructions from the Issuer shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, without limitation, an amendment to the Regulatory Agreement or the Tax Certificate, necessary to effectuate the intent of this Section, and the Borrower and the Issuer hereby appoint the Trustee as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the Issuer, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Counsel) if the Borrower or the Issuer defaults in the performance of its obligation under this Section; provided, however, that the Trustee shall take no action under this Section without first notifying the Borrower or the Issuer, as is applicable, of its intention to take such action and providing the Borrower or the Issuer, as is applicable, a reasonable opportunity to comply with the requirements of this Section.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan or the Governmental Lender Note in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.35 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Notes to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Notes in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.35, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.35; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.35 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.35. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.35 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Funding Loan to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Funding Loan in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.35, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.35; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.35 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.35. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Tax-Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax- Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note or the Tax-Exempt Governmental Lender Note in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 4.30 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Tax-Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax- Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 4.30, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 4.30; provided, however, that the Trustee Funding Lender shall take no action under this Section 4.30 without first notifying the Borrower or the IssuerGovernmental Lender in writing, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 4.30. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.35 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Funding Loan to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.35, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.35; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.35 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.35. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan. The amounts received upon the sale of the Governmental Lender Note and interest and other investment earnings on those amounts shall be allocated and used for financing Qualified Project Costs of each building and related land in the Project so that the aggregate basis of each such building and related land, within the meaning of Section 42(h)(4) of the Code, shall be financed 50% or more from those amounts.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender, at the expense of the Borrower, an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulations Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of 1404504.docx this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan or the Governmental Lender Note in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Tax-Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax-Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Notes to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Notes in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file- stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this Section, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this Section; provided, however, that the Trustee Funding Lender shall take no action under this Section without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this Section. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Governmental Lender Notes in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Notes to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Notes in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan or the Governmental Lender Notes in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Tax Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax Exempt Governmental Lender Note.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Noteholder Representative. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Noteholder Representative and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the 'opinion of Bond Tax Counsel, in order for interest on the Bonds Tax-Exempt Governmental Lender Notes to remain excludable from gross income of the owners thereof for federal income tax purposes. The party requesting such amendment amendment, which may include the Noteholder Representative, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lenders and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax-Exempt Governmental Lender Notes in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lenders per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lenders, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Noteholder Representative as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Noteholder Representative shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lenders and any other agents designated by the Governmental Lender to make payment of such amounts T-27388.001/1127884.doc 61 Council Agenda: 9-9-2014 from funds of the Borrower, if any, held by the Funding Lenders, or any agent of the Governmental Lender or the Funding Lenders. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Notes in an amount related to the amount of the portion of the Borrower Loan evidenced by the Borrower Note Series 2014 A-I and Borrower Note Series A-2.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender, the Fiscal Agent and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Notes to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Notes in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Fiscal Agent and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Fiscal Agent or the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.35 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.35, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.35; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.35 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.35. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Tax-Exempt Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Tax- Exempt Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender in writing, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the portion of the Funding Loan evidenced by the Tax-Exempt Governmental Lender Note.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Borrower Loan Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender, the Fiscal Agent and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Governmental Lender and the Trustee Funding Lender an opinion as to the effect that of such proposed amendment upon the includability will not, in and of itself, in and of itself, adversely affect any exclusion of interest on the Bonds in Governmental Lender Note from gross income for purposes of federal income tax purposestaxation. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, 4151-8753-2581.5 the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Fiscal Agent and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Fiscal Agent or the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.

Modification of Tax Covenants. (a) Subsequent to the issuance origination of the Bonds Funding Loan and prior to their its payment in full (or provision for the payment thereof having been made in accordance with the provisions of the IndentureFunding Loan Agreement), this Agreement Section 5.34 hereof may not be amended, changed, modified, altered or terminated except as permitted herein and by the Indenture Funding Loan Agreement and with the written consent Written Consent of the IssuerGovernmental Lender and the Funding Lender. Anything contained in this Agreement or the Indenture Funding Loan Agreement to the contrary notwithstanding, the Issuer Governmental Lender, the Funding Lender and the Borrower hereby agree to amend this Borrower Loan Agreement and, if appropriate, the Indenture, the Regulatory Funding Loan Agreement and the Tax CertificateRegulatory Agreement, to the extent required, in the opinion of Bond Tax Counsel, in order for interest on the Bonds Governmental Lender Note to remain excludable from gross income for federal income tax purposes. The party requesting such amendment amendment, which may include the Funding Lender, shall notify the other parties to this Borrower Loan Agreement of the proposed amendment and send a copy of such requested amendment to Bond Tax Counsel. After review of such proposed amendment, Bond Tax Counsel shall render to the Issuer Funding Lender and the Trustee Governmental Lender an opinion as to the effect of such proposed amendment upon the includability of interest on the Bonds Governmental Lender Note in the gross income of the recipient thereof for federal income tax purposes. The Borrower shall pay all reasonable and necessary fees and expenses incurred with respect to such amendment. The Borrower, the Issuer and Governmental Lender and, where applicable, the Trustee Funding Lender per written instructions from the Issuer Governmental Lender shall execute, deliver and, if applicable, the Borrower shall file of record, any and all documents and instruments, including, including without limitation, an amendment to the Regulatory Agreement or Agreement, with a file-stamped copy to the Tax CertificateFunding Lender, necessary to effectuate the intent of this SectionSection 5.34, and the Borrower and the Issuer Governmental Lender hereby appoint the Trustee Funding Lender as their true and lawful attorney-in-in- fact to execute, deliver and, if applicable, file of record on behalf of the Borrower or the IssuerGovernmental Lender, as is applicable, any such document or instrument (in such form as may be approved by and upon instruction of Bond Tax Counsel) if either the Borrower or the Issuer Governmental Lender defaults in the performance of its obligation under this SectionSection 5.34; provided, however, that the Trustee Funding Lender shall take no action under this Section 5.34 without first notifying the Borrower or the IssuerGovernmental Lender, as is applicable, of its intention to take such action and providing the Borrower or the IssuerGovernmental Lender, as is applicable, a reasonable opportunity to comply with the requirements of this SectionSection 5.34. The Borrower irrevocably authorizes and directs the Funding Lender and any other agent designated by the Governmental Lender to make payment of such amounts from funds of the Borrower, if any, held by the Funding Lender, or any agent of the Governmental Lender or the Funding Lender. The Borrower further covenants and agrees that, pursuant to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will not purchase interests in the Funding Loan in an amount related to the amount of the Borrower Loan.