7A Request from Presbyterian Homes for Conduit Financing

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ART�CLE N BORROWER'S COVENANTS Section 4.1 Indemnitv. The Borrower will, to the extent pern�.itted by law, pay, and �ill proiect, inderra�ify ar�d save the City, its officers, agents and employees har�nless from and against all liabilities, losses, dazxiages, costs, expenses (including atiorneys' fees aaid expenses), causes of action, suits, claims, demanc�s and judgments of any nat�re arising fraxn the followir�g: (�.) any injury #o or death of any person or damage to property in or npon the Project or growing out of or connected with the use, non-use, condition or occupancy of �he Project or a part thereof; (2) violaiion of any agreement or condition o�` thi� Agreement, except by th� City or its assignee; (3) violation o� any contract, agreement or restric�ion by the Borrower relating to the Proj ect; (4) violation of any law, ordinance or regulation affecting the Project or a part thereaf ar the ownership, occupaxicy or use thereaf, or arising out of this Agreement, the Note or the t�-ansactians contemplated tkaereby, includrng any requirernents imposed on the Lender as a financial institution ar any disclosure or regis�aiian requirements imposed by any federal ar state securities law; and (5) any statement ar information relating to fhe expenditure of the praceeds of the Note coniained in the non-arbitrage certificate or similar documer�t furnished by the Borrower ta the City vvhich, at ihe iirne made, is misleading, untrue or incozrect in any material respect. Section 4.2 Continuin Existence and ualification. Throughout the term of this Agreernent the Borrower will remain duly quaiified to do business as a nonprofii corporatzon in Miru�esota, and wi11 continue to operate as an organization described in Section 501{c){3} of the Code whase income is exempi from taxation under Section 501(a) of the Code, and will maintain its carporate existence, wil� not dissolve or other�wise dispose of all ar substantially all of its assets, and will not consolidate with or merge into amoiher corporation or oiher business entity or permit any other corparation or other business entiiy to consolidate with or rnerge into it unless (1) the surviving, resulting or transferee corparation, ar other business entity, as the cas� rnay be, �hal1 be a nonprofit corporation operating under the lavvs of the United Siates, any sta�e or the District of Columbia, and an organization described in Section 501{c}(3) of the Code {provided the Praject wili not constiiute an unrelated trade or business within t�e meaning of Section 513(a) o� the Code) ar a goverizmental unit under Section 145 of the Code; (2) the �urviving, resulting or transferee corporation, or ather business entity, as the case may be, if other ihan the Borrower, assumes in writing all of the obligations of tl�e Borrower under this Agreement and ihe Mortgage and shalI deliver that instrument to the Lender, {3) the surviving, resulting or transferee corporation or oiher business entity, as the case may be, is d�xly qualif ed to do 2208845v4 1 �