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the Issuer, the Trustee and their respective successors and assigns, for the term provided in Section 10
hereof.
10. Term of Agreement. This Regulatory Agreement shall be in full force and effect from
the date hereof for the Qualified Project Period regardless of whether the Bonds remain outstanding;
provided, however, that the requirements of this Regulatory Agreement shall:
(a) terminate in the event that involuntary non-compliance with this Regulatory Agreement is
caused by fire, seizure, requisition, change in federal law or an action of a federal agency which prevents
the Issuer from enforcing this Regulatory Agreement, or condemnation or similar event, and if the
Borrower, within a reasonable period, either prepays the Loan in full or uses the amounts received as a
consequence of such event to construct another project meeting the requirements of Section 142(d) of the
Code; or
(b) cease to apply in the event of an involuntary loss or a substantial destruction of the Project
as a result of unforeseen events such as fire, seizure, requisition, condemnation, foreclosure or transfer of
title by deed in lieu of foreclosure pursuant to the Mortgage or any other mortgage with respect to the
Project, so long as, within a reasonable time period, either the Bonds are retired in full or the amounts
received as a consequence of such event are used to provide a Qualified Residential Rental Project.
Notwithstanding the foregoing, the termination provisions of this Section 10(b) shall cease to apply in the
event of foreclosure pursuant to the Mortgage, or other mortgage with respect to the Project, transfer of title
by deed-in-lieu of foreclosure, or similar event if, at any time subsequent to such event and during the
Qualified Project Period, the Borrower or a related person (as defined in Section 1.103-10(e) of the Treasury
Regulations) obtains an ownership interest in the Project for tax purposes.
11. Equal Opportunity. The Borrower will comply with the provisions of any federal,
Commonwealth, or local law prohibiting discrimination in housing on the grounds of age, race, color,
religion or creed, sex, marital status or national origin, including Title VI of the Civil Rights Act of 1964
(Public Law 88-352, 78 Stat. 241), Title VIII of the Civil Rights Act of 1968 (Public Law 90-284, 82 Stat.
73), and Executive Order 11063.
12. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify and
hold harmless the Issuer, the Trustee and their respective directors, board of trustees, officers,
commissioners, officials, employees and agents, from and against (i) any and all claims of or on behalf of
any person arising from any cause whatsoever in connection with the Project (other than any such claims
solely arising from the gross negligence or willful misconduct of the Issuer or the Trustee, respectively) or
the financing thereof except for the payment of principal and interest on the Bonds, but including any
expenses arising from the failure to make payment of principal and interest on the Bonds; (ii) any and all
claims arising from any act or omission of the Borrower or any of its agents, contractors, servants,
employees or licensees, in connection with the Project or financing thereof; and (iii) all costs, reasonable
counsel fees (actually incurred), expenses or liabilities incurred in connection with any such claim or
proceeding brought thereon. In the event that any action or proceeding is brought against the Issuer or the
Trustee or any of their respective officers, commissioners, officials, employees or agents, with respect to
which indemnity may be sought hereunder, the Borrower, upon written notice from the indemnified party,
shall assume the investigation and defense thereof, including the employment of counsel (reasonably
acceptable to the Issuer or the Trustee, as the case may be) and the payment of all expenses. If the Borrower
is unable to retain counsel acceptable to an indemnified party, such indemnified party shall have the right
to employ separate counsel in any such action or proceedings and to participate in the investigation and
defense thereof, and the Borrower shall pay the reasonable, actually incurred fees and expenses of such
separate counsel. The provisions of this Section 12 shall survive the termination of this Regulatory
Agreement and the resignation or removal of the Trustee.
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