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and the laws of the Commonwealth. No covenant, stipulation, obligation or agreement of the Issuer
contained in this Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any
present or future member, officer, agent or employee of the Issuer in other than that person’s official
capacity. Neither the members of the Issuer nor any official executing the Bonds, this Indenture, the Loan
Agreement or any amendment or supplement hereto or thereto shall be liable personally on the Bonds or be
subject to any personal liability or accountability by reason of the issuance or execution hereof or thereof.
Section 13.09 Binding Effect. This Indenture shall inure to the benefit of and shall be binding
upon the Issuer and the Trustee and their respective successors and assigns, subject, however, to the
limitations contained herein.
Section 13.10 Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be regarded as an original and all of which shall constitute but one and the same
instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and
may be used in lieu of the original Indenture and signature pages for all purposes.
Section 13.11 Governing Law. This Indenture and the Bonds shall be deemed to be contracts
made under the laws of the Commonwealth and for all purposes shall be governed by and construed in
accordance with the laws of the Commonwealth.
Section 13.12 Security Advice Waiver. The Issuer acknowledges that regulations of the
Comptroller of the Currency grant the Borrower the right to receive brokerage confirmations of the security
transactions as they occur. Pursuant to Section 3.8 of the Loan Agreement, the Borrower has specifically
waived such notification to the extent permitted by law and will receive periodic cash transaction statements
that will detail all investment transactions.
Section 13.13 Patriot Act. To help the government fight the funding of terrorism and money
laundering activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account or establishes a relationship with such institutions. For a
non-individual person such as a business entity, a charity, a trust or other legal entity the Trustee will request
documentation to verify its formation and existence as a legal entity. Furthermore, if required by the Patriot
Act, the Trustee may request financial statements, licenses, identification and authorization documents from
individuals claiming authority to represent the entity or other relevant documentation.
Section 13.14 FHA Federal Laws and Requirements Control. Notwithstanding anything in
this Indenture or the Loan Agreement to the contrary:
(a) The Borrower, the Trustee, and the Issuer acknowledge that this Indenture and the Loan
Agreement, and any obligations of the Borrower under the Loan Agreement, are subject and subordinate to
the FHA Loan Documents and the Program Obligations. Notwithstanding any provision in this Indenture
or the Loan Agreement to the contrary, no obligations of the Borrower under the Loan Agreement shall be
payable except from (1) Surplus Cash; (2) funds that are not derived from (i) revenues of the Project (as
defined in the FHA Mortgage), (ii) the proceeds of the FHA Note, or (iii) any reserve or deposit made with
the FHA Lender or any other party as required by HUD in connection with the FHA Loan Documents; or
(3) FHA Lender Funds which have been deposited into the Collateral Fund by or at the direction of the
FHA Lender (collectively, “Non-Project Sources”). No claims or actions shall be made (or payable) under
this Indenture against the Project, the FHA Lender, the proceeds of the FHA Note, or the assets of the
Borrower, except from Non-Project Sources. In addition, the rights and obligations of the parties under this
Indenture and all other documents evidencing, implementing, or securing this Indenture (collectively, the
“Subordinate Bond Documents”) are and shall be subordinated in all respects to the rights and obligations
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