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<br />ARTICLE X
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<br />SPECIAL COVENANTS
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<br />Section 10.01. No Warranty of Condition or Suitability: Indemnification. Neither the City nor
<br />Lessor makes any warranty, either express or implied, as to the design or capacity of the Project, as to the
<br />suitability for operation of the Project, or that it will be suitable for Lessee's purposes or needs. Lessee
<br />hereby releases the City and Lessor from, agrees that the City and Lessor shall not be liable for, and
<br />agrees to hold the City, Lessor, and their respective officers and employees, harmless against any claim,
<br />cause of action, suit or liability for any loss or damage to property or any injury to or death of any person
<br />that may be occasioned by any cause whatsoever pertaining to the Building or the use thereof, except to
<br />the extent caused by the City or Lessor.
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<br />In addition to any payments required under the Tax Exemption Agreement, Lessee further agrees
<br />to indemnify and hold harmless the City and Lessor, their officers and employees, against any and all
<br />losses, claims, damages or liabilities arising out of (i) the sale of the Bonds as "qualified 501(c)(3)
<br />bonds", (ii) Lessee's use and operation of the Project, or (iii) Lessee's status as a Minnesota not-for-profit
<br />corporation or Section 501(c)(3) organization. Lessee also agrees to reimburse the City, Lessor, and their
<br />respective officers and employees, for any out-of-pocket legal and other expenses (including reasonable
<br />counsel fees) incurred by the City, Lessor, or their respective officers and employees, in connection with
<br />investigating losses, claims, damages or liabilities or in connection with defending any actions relating to
<br />(i) the sale of the Bonds as "qualified 501(c)(3) bonds", (ii) Lessee's use and operation of the Project, or
<br />(iii) Lessee's status as a Minnesota not-for-profit corporation or Section 501(c)(3) organization. Lessor
<br />agrees, at the request and expense of Lessee, to cooperate in the making of any investigation in defense of
<br />any such claim and promptly to assert any and all of the rights, privileges and defenses which may be
<br />available to Lessor. The provisions of this Section 10.01 shall survive the payment and redemption of the
<br />Bonds, provided that nothing in this Section shall be construed to impose costs or liability on Lessee for
<br />acts or omissions of Lessee, Lessor or the City, or use or operation of the Project, after termination of this
<br />Lease.
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<br />Section 10.02. Lessee to Maintain its Existence: Conditions Under Which Exceptions Permitted.
<br />Lessee agrees that, throughout the Lease Term: it will maintain its existence as a not-for-profit
<br />corporation under the laws of the State of Minnesota; will be a Section 501(c)(3) organization; will not
<br />dissolve or otherwise dispose of all or substantially all of its assets; and will not consolidate with or
<br />merge into another person or permit one or more other persons to consolidate with or merge into it;
<br />provided, however, that Lessee may, without violating this Article X, consolidate with or merge into
<br />another institution, or permit one or more other of such institutions to consolidate with or merge into it, or
<br />sell or otherwise transfer to another such institution all or substantially all of its assets as an entirety and
<br />thereafter dissolve (collectively, a "Transaction") upon satisfaction of the following conditions, provided
<br />that, except with the consent of Lessor, no Transaction shall occur while an Event of Default is
<br />continuing:
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<br />(a) If the surviving, resulting or transferee person, as the case may be, is other than Lessee,
<br />such surviving, resulting or transferee person shall assume all of the obligations of Lessee under this
<br />Lease, with such assumption being evidenced by a writing acceptable to Lessor (with Lessee responsible
<br />to pay all reasonable costs incurred by Lessor to review such writing and the proposed assumption); and a
<br />copy of all executed documents evidencing such assumption shall be promptly delivered to Lessor:
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