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8333729v2
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<br />ARTICLE IV
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<br />BORROWER'S COVENANTS
<br />Section 4.1 Indemnity. The Borrower will, to the extent permitted by law, pay, and
<br />will protect, indemnify and save the Issuer, the Lender, and their respective officers, agents, and
<br />employees harmless from and against all liabilities, losses, damages, costs, expenses (including
<br />reasonable attorneys' fees and expenses), causes of action, suits, claims, demands and judgments
<br />of any nature arising from the following:
<br />(1) any injury to or death of any person or damage to property in or upon the
<br />Facility or growing out of or connected with the use, non-use, condition or occupancy of the
<br />Facility or a part thereof;
<br />(2) violation of any agreement or condition of this Agreement, except by the
<br />Issuer or its assignee;
<br />(3) violation of any contract, agreement or restriction by the Borrower relating
<br />to the Project;
<br />(4) violation of any law, ordinance or regulation affecting the Facility or a
<br />part thereof or the ownership, occupancy or use thereof, or arising out of this Agreement, the
<br />Note or the transactions contemplated thereby, including any requirements imposed on the
<br />Lender as a financial institution or any disclosure or registration requirements imposed by any
<br />federal or state securities law; and
<br />(5) any statement or information relating to the expenditure of the proceeds of
<br />the Note contained in a non-arbitrage certificate or similar document furnished by the Borrower
<br />to the Issuer which, at the time made, is misleading, untrue or incorrect in any material respect.
<br />Section 4.2 Continuing Existence and Qualification; Transfer. Throughout the term of
<br />this Agreement the Borrower will remain duly qualified to do business as a nonprofit corporation
<br />in Minnesota and will continue to operate as an organization described in Section 501(c)(3) of
<br />the Code whose income is exempt from taxation under Section 501(a) of the Code, and the
<br />Borrower will maintain its corporate existence, will not dissolve or otherwise dispose of all or
<br />substantially all of their assets, and will not consolidate with or merge into another corporation or
<br />other business entity or permit any other corporation or other business entity to consolidate with
<br />or merge into it unless (1) the surviving, resulting or transferee corporation, or other business
<br />entity, as the case may be, shall be a nonprofit corporation operating under the laws of the United
<br />States, any state or the District of Columbia, and an organization described in Section 501(c)(3)
<br />of the Code (provided the Project will not constitute an unrelated trade or business within the
<br />meaning of Section 513(a) of the Code) or a governmental unit under Section 145 of the Code;
<br />(2) the surviving, resulting or transferee corporation, or other business entity, as the case may be,
<br />if other than the Borrower, assumes in writing all of the obligations of the Borrower under this
<br />Agreement, the Declaration, and the Security Agreement, and shall deliver that instrument to the
<br />Lender, (3) the surviving, resulting or transferee corporation or other business entity, as the case
<br />may be, is duly qualified to do business in Minnesota, and (4) the Borrower first obtains the
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