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Amendments Not Requiring Consent of Holders
Without the consent of or notice to the Holders, the Issuer, the Borrower and the Trustee may
consent to any amendment, change or modification of the Loan Agreement, the Regulatory Agreement or
the Promissory Note as may be required (a) by the provisions of the Loan Agreement, the Regulatory
Agreement or the Indenture, (b) for the purpose of curing any ambiguity, inconsistency or formal defect or
omission in the Loan Agreement, the Regulatory Agreement or the Promissory Note, (c) in connection with
an amendment or to effect any purpose for which there could be an amendment of the Indenture pursuant
to the provisions described under the caption “Supplemental Indentures Not Requiring Consent of Holders”
above, or (d) in connection with any other change therein which is not materially adverse to the Trustee or
the Holders of the Bonds, applying the standards set forth in the Indenture. The Trustee shall not be
responsible for determining if an amendment has an adverse effect on the Holders.
Any subsequent amendment to the Indenture or the Loan Agreement is subject to prior written
approval of HUD (so long as the Project is subject to a mortgage insured or held by HUD). No amendment
to the Indenture or the Loan Agreement shall conflict with the provisions of the Program Obligations.
Amendments Requiring Consent of Holders
Except for the amendments, changes or modifications contemplated under the caption
“Amendments Not Requiring Consent of Holders” above, neither the Issuer nor the Trustee shall consent
to (a) any amendment, change or modification of the Loan Agreement or the Promissory Note which would
change the amount or time as of which Loan Payments are required to be paid, without the giving of notice
as provided under this caption of the proposed amendment, change or modification and receipt of the written
consent thereto of the Holders of all of the then Outstanding Bonds affected by such amendment, change
or modification, or (b) any other amendment, change or modification of the Loan Agreement, the
Regulatory Agreement or the Promissory Note without the giving of notice as provided under this caption
of the proposed amendment, change or modification and receipt of the written consent thereto of at least
the Majority of the Holders of the Bonds affected by such amendment, change or modification.
The consent of the Holders shall be obtained as provided in the Indenture with respect to
Supplemental Indentures.
If the Issuer or the Authorized Borrower Representative shall request at any time the consent of the
Trustee to any proposed amendment, change or modification of the Loan Agreement, the Regulatory
Agreement or the Promissory Note contemplated in clauses (a) or (b) under this caption, upon being
indemnified satisfactorily with respect to expenses, the Trustee shall cause notice of the proposed
amendment, change or modification to be provided in the manner which is required by the Indenture with
respect to notice of Supplemental Indentures. The notice shall set forth briefly the nature of the proposed
amendment, change or modification and shall state that copies of the instrument or document embodying it
are on file at the designated corporate trust office of the Trustee for inspection by all Holders.
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