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13. Fees and Expenses.
(a) The Borrower covenants and agrees to pay all expenses, including reasonable attorneys'
fees and expenses, paid or to be paid by the Issuer and the Trustee in connection with execution or
performance of the obligations of the Borrower under this Regulatory Agreement or the enforcement by
the Trustee or the Issuer of the provisions hereof.
(b) The Borrower shall remit payment of the Ongoing Trustee Fee to the Trustee on each July
1 for services rendered pursuant to this Regulatory Agreement from the year the Bonds were issued to the
date they are no longer outstanding. "Ongoing Trustee Fee" shall mean the annual fee in the amount of
$4,250, consisting of $3,500 payable to the Trustee and $750 for the dissemination agent, due and payable
to the Trustee for services rendered pursuant to this Regulatory Agreement, plus reimbursement of
reasonable direct out-of-pocket expenses incurred in connection therewith; provided, however that the
Ongoing Trustee Fee (excluding direct out-of-pocket expenses) shall not be payable in any year in which
the Borrower has already paid the Ordinary Trustee Fees and Expenses pursuant to and as defined in the
Indenture.
14. Severability. The invalidity of any clause, part or provision of this Regulatory Agreement
shall not affect the validity of the remaining portions thereof.
15. Governing Law. This Regulatory Agreement shall be governed exclusively by and
construed in accordance with the applicable laws of the Commonwealth.
16. Property. The Real Property covered by this Regulatory Agreement is described in
Exhibit "C" attached hereto.
17. Amendment.
(a) Subject to the provisions of Section 17(b) below, this Regulatory Agreement may not be
amended except (i) by a writing duly executed by each of the parties hereto, (ii) with an opinion of Bond
Counsel selected by the Issuer to the effect that such amendment does not adversely affect the exclusion of
the interest on the Bonds of the holders thereof from gross income for federal income tax purposes, and
(iii) if the closing of the Mortgage Loan has occurred, with the consent of the Mortgage Lender.
(b) To the extent the Code and the regulations promulgated thereunder, or any amendments
thereto, shall impose requirements upon the ownership or operation of the Project, which requirements shall
be applicable by their terms to the Project and which are more restrictive than those imposed by this
Regulatory Agreement, the Borrower and the Issuer agree to give notice thereof to the Trustee and that this
Regulatory Agreement shall be deemed to be automatically amended to impose such additional or more
restrictive requirements; and the Borrower, the Trustee and the Issuer shall execute, deliver and, if
applicable, file of record any and all documents and instruments necessary in the opinion of Bond Counsel
to maintain the exclusion from gross income of the interest on the Bonds, and if the Borrower, the Trustee
or the Issuer defaults in the performance of their obligation to execute such an amendment under this
Section 17(b), 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.
18. No Individual Liability. No covenant or agreement contained in this Regulatory
Agreement shall be deemed to be the covenant or agreement of any commissioner, officer, agent or
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