7A Request from Presbyterian Homes for Conduit Financing

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Project Cosis: all direct costs authorized by the Act and paid or incurred by ihe Borrower, to finance the Project; Resoluiion: the Final Note Resolution of �the City, adopted August 25, 200$, auihor�zing the issuance of the Note togeiher vcJith any supplement or amendment thereto; Series 200$ Note: the Commercial Facilities Revenue Note, Series 2008 {PHM&S Office Building Proj ect), to be issued by the City pursuant to the Resalution; State: the State ot' Minnesota; Tax Exezn t Or anization: either (i) a nonprofit corporation organized under the Iaws of one of the states af the United States of America or the District of Columbia �hat i� an organizatian described in Section 501(c){3) of the Code and exempt from Federal income iaxes under Section 501(a) of the Code or any predec�ssor or successor provisions of siznilar import heretofare or hereafter enacted or an organization that is otherwise treated as an organization described in Section SOi (c){3} of the Code and �xernpt from Federal income ta�ces under Section 501(a) of ihe Code, (ii) a limited liability carnpaxiy whose sole member is an organization described in clause {i), or (iii) a governmental unit within the xneaning of Seciion 103 of ihe Code; Title: First American Title Insurance Company; Treasury Re ul�at'�ons: alI proposed, temporary ar pennanent federal income tax regulations th�n in effeci and applicable; Section 1.2 Rules of Inte retation. (1) This Agreemeni shall be interpreted in accorc�ance with and gov�med by the laws of the State oiMinnesota. (2) The words "herein" and "hereofl' and words of similar import, without reference io any particular section or subdivision, refer to this Agreement as a whole rather than to any particular section or subdivision hereof. (3) Re%rences herein to any particular section or subdivi�ion hereo� are to the section ar subdivisian of thais instrument as originally executed. (4} Where the Borrower is pennitted or required io do or accomplish atiy act or thing hereunder, the City or the Lender znay cause the sazane to be c�one or accomplished wiih the same force anc� effect as if done ar accomplished by the Borrower. (5) The Table of Contents �nd titles of articles and sections herein are for convenience only and are not a part af this Agreement. (6) Unless the context hereaf clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the fexninine and vzce versa. 2208845v4 3