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WERRIMI
<br />BORROWER'S COVENANT'S
<br />Section 4,1 Indemni1y. The Borrower will, to the extent permitted by law, pay, and
<br />, 0 'icers, agents and employees harmless 1rom and
<br />will protect indemnify and save the City, its ofl'
<br />against all liabilities, losses, daniages, costs, expenses (including attorneys' fees and expenses),
<br />causes of action, suits, claims, demands and judgments of any nature arising from.-,
<br />(1) any injury to or death of any person or damage to property in or upon the Project
<br />or growing out of or connected with the use, non-use, condition or occuplanicy of the PrioJect or a
<br />part thereof;
<br />(2) violation of any agreement or condition of this Agreement, except by the City or
<br />its assignee;
<br />(_3) violation of any contract, agreement or restriction by the Borrower relating to the
<br />Project;
<br />(4) violation of any law, ordinance or regulation affectirig the Pro 0 ect or a plart thereof
<br />or the ownership, occupancy or use thereof, or arising out of this Agreement,, the Nolte or the
<br />transactions contei,-nplated thereby, including any requirements imposed on the Lender as a
<br />financial institution. or any disclosure or registration requirements imposed by any federal or
<br />state securities law; and
<br />(5) any statement or 'information relating to the expenditure of I the proceeds of the
<br />Note contained in the non-arbitrage certificate or similar document furnished by the Borrower to
<br />the City which, at the time made, is misleading, untrue or, incorrect in any material respect.
<br />Section 4.2 Continuing Existence and Quali i"kation. 'Throughout the term of this
<br />Agreement the Borrower will remain duly qualified to do business as a nonprofit, corporation in
<br />Minnesota, and will continue to operate as an organization described in Section 501(c)1(3), of the
<br />Code whose 'income is exempt trom taxation under Section 501(a) of the Code,, and will maintain
<br />its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its
<br />assets, and will not consolidate with or merge into another corporation or other business entity or
<br />permit any other corporation or other business entity to consolidate with or merge into it unless
<br />the Lender has consented to such actions and 1(1,) the surviving, resulting, or transferee
<br />corporation,, or other business entitv, as the case may be, shall be a nonprofit corporation
<br />operatin under the laws of the United States, any state or the District of Colurnbia, and an
<br />organization described in Section 501(c)(3) of the Code (provided the Project will not constitute
<br />an unrelated trade or business w*thi'n the meanin I
<br />I g of Section 513(e) of the Cloide) or a
<br />governmental unit under Section 145 of the Code; (2) the surviving,, resulting or transferee
<br />corporation, or other business entity, as the case may be, if other than the, Blorrower,l assumes in
<br />writing all of the obligations of the Borrower under this Agreement,, the Mortgage, the Security
<br />Agreement and the Pledge and Security Agreement and shall deliver that instrument to the
<br />Lender, and (3) the surviving, resulting or transferee corporation or other business entity, as the
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