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consent of the Borrower, or because the indemnified party has been advised by counsel that there may be a
conflict of interest between the Borrower and the indemnified party or the Trustee believes in good faith
that there are defenses available to it which are adverse to or in conflict with those available to the Borrower
and which the Issuer or the Trustee believes in good faith cannot be effectively asserted by common counsel,
the Borrower shall not be required to pay the fees and expenses of such separate counsel. The Borrower
shall not be liable for any settlement made without its consent, which consent shall not be unreasonably
withheld, conditioned or delayed, and the Borrower will not settle any claim or action to which the Trustee
or the Issuer is a party without the consent of the Issuer or the Trustee, as applicable. This indemnification
survives the payment in full of the Bonds, and the resignation or removal of the Trustee.
The indemnification set forth above is intended to and shall include the indemnification of all
affected members of the Issuer’s Board of Trustees, the Executive Director and other Issuer officials,
officers, agents, representatives and employees of the Issuer and the Trustee and its Board members,
officers, employees, officials and agents, respectively. That indemnification is intended to and shall be
enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law.
The Borrower has represented that it has taken and caused to be taken, and has covenanted that it
will take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer,
for the interest on the Bonds to be and to remain excluded from gross income for federal income tax
purposes (other than interest on the Bonds for any period during which the Bonds are held by a “substantial
user” of any facility financed with the proceeds of the Bonds or a “related person,” as such terms are used
in Section 147(a) of the Code), and represents that it has not taken or permitted to be taken on its behalf,
and covenants that it will not take or permit to be taken on its behalf, any actions that would adversely affect
such exclusion under the provisions of the Code.
Unless the Issuer or the FHA Lender shall otherwise consent in writing:
Maintenance of Properties. The Borrower shall maintain and preserve in good working order and
condition, ordinary wear and tear and casualty loss excepted, all of its properties which are necessary or
useful in the proper conduct of its business, and shall from time to time make all necessary repairs, renewals,
replacements, additions and improvements to said properties. All damage to apartment units shall be
repaired promptly and apartment units shall be maintained so as to be available at all times for habitation.
Keeping of Records and Books of Account. The Borrower shall keep adequate records and books
of account in which complete entries will be made in accordance with GAAP or indicating deviations
therefrom, reflecting all financial transactions. The Borrower shall deliver to the Trustee annually, not later
than one hundred twenty (120) days following the end of the Borrower’s Fiscal Year, commencing with
the Fiscal Year ending in 2026, its year-end financial statements accompanied by a written statement of the
Borrower that the Borrower has not violated any of the terms, covenants or provisions of the Loan
Agreement insofar as it relates to accounting matters. The Trustee shall have no duty to review or analyze
any such financial statements. The Trustee shall not be deemed to have notice of any information contained
therein or event of default which may be disclosed in any manner therein.
Payment of Taxes, Etc. The Borrower shall promptly pay and discharge all taxes, assessments,
fees, and other Government charges or levies imposed upon it or upon any of its properties, income or
profits, before the same shall become delinquent; all lawful claims of materialmen, mechanics, carriers,
warehousemen, landlords and other similar Persons for labor, materials, supplies and rentals, which if
unpaid might by law become a Lien upon its properties; any Indebtedness incurred before or after the date
of the Loan Agreement by it when due, and discharge, perform and observe covenants, provisions and
conditions to be discharged, performed and observed by it in connection therewith, or in connection with
any agreement or other instrument relating thereto or in connection with any Lien existing at any time upon
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