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by the Borrower to remedy such default. The Trustee agrees, before issuing a notice of noncompliance pursuant to Minnesota Statutes, Section 474A.047, Subdivision 3, to give the Borrower a draft of the notice and to give the Borrower 90 days to respond to said draft. The provisions hereof are imposed upon and made applicable to the Land and shall run with the Land and shall be enforceable against the Borrower, each purchaser, grantee, owner or lessee of the Project, and the respective heirs, legal representatives, successors and assigns of the Borrower and each such purchaser, grantee, owner or lessee. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or time. (e} The Borrower acknowledges that the primary purpose for requiring compliance by the Borrower with the restrictions provided in this Regulatory Agreement is to comply with the Code and to preserve the federal income tax exemption of interest on the Bonds to the owners thereof, and that the Trustee, on behalf of the owners of the Bonds, who are declared to be third-party beneficiaries of this Regulatory Agreement, shall be entitled, for any breach of the provisions hereof, to all remedies both at law and in equity in the event of any default hereunder. Section 8. Indemnification. The Borrower hereby indemnifies, and agrees to defend and hold harmless, the Trustee and City from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, allegations, claims, demands anal judgments of any nature arising from the consequences of a Legal or administrative proceeding or action brought against it, on account of any failure by the Borrower to comply with the terms of this Regulatory Agreement, or on account of any representation or warranty of the Borrower contained herein being untrue, including, without limitation, any action for damages, or for payment. or reimbursement of taxes, penalties and interest, brought by the owners of the Bonds or state or federal taxing authorities as a result of the interest on the Bonds becoming includable in gross income of the owners thereof for federal and State of Minnesota income tax purposes; provided, however, that the Borrower shall not be required to indemnify the Trustee or City for any claims which arise from the negligence or malfeasance of the Trustee or the City. These provisions shall survive payment of the Bonds and termination of this Regulatory Agreement and the Indenture. Section 9. Amendment. It is agreed that the parties hereto shall promptly amend this Regulatory Agreement (in a form suitable for recording) (a) to the extent and when necessary or advisable, in the opinion of bond counsel reasonably acceptable to the Trustee, to preserve the exclusion of interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation, and (b) to the extent requested by either party if, in the opi.ni.on of such bond counsel, such amendment will not adversely affect. the federal tax exemption of interest on the Bonds and is incompliance with the Act. Section ld. Severability. The invalidity of any clause, part or provision of this Regulatory Agreement shall not affect the validity of the remaining portions thereof. zoz99~s~~ 8