06-14-2017 Council Packet - Laserfiche WebLink

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8333729v2 11 written consent of the Lender to such merger, transfer, or consolidation, which approval may be granted or withheld by the Lender in its sole and absolute discretion. At least 60 days before any proposed merger, transfer or consolidation would become effective, the Borrower shall deliver to the Lender a written request seeking the Lender's approval of such merger, transfer, or consolidation, and shall thereafter promptly furnish to the Lender such information pertaining to the proposed merger, transfer, or consolidation as the Lender shall request. If the Lender approves the proposed merger, transfer, or consolidation, the surviving, resulting or transferee corporation and other entity referred to in this Section 4.2 shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further consolidation, merger, sale or transfer. Section 4.3 Reports to Governmental Agencies. The Borrower will furnish to agencies of the State of Minnesota, such periodic reports or statements as are required under the Act, or as they may otherwise reasonably require of the Issuer or the Borrower throughout the term of this Agreement in connection with the transaction contemplated herein. Copies of such reports will be provided to the Issuer and the Lender. Section 4.4 Security for the Loan. As additional security for the Lender, and to induce the Issuer to issue and deliver the Note, the Borrower agrees to execute and deliver (or cause to be executed and delivered) the documents described in Section 3.2 hereof and agrees to meet all its obligations under such documents, which documents shall remain in effect until all payments required hereunder have been made; and the Borrower will direct Bond Counsel or the Lender to cause to be recorded and filed the Declaration, financing statements, and such other documents requested by Bond Counsel or the Lender, in such places and in such manner as Bond Counsel or the Lender deems necessary or desirable to perfect or protect the security interest of the Lender in and to the Facility and other collateral referred to in said documents. Except as otherwise may be provided in the Declaration, the Borrower will not further encumber the property pledged therein without the Lender's prior written consent. Section 4.5 Preservation of Tax Exemption. (1) The Borrower covenants and agrees that, in order to assure that the interest on the Note shall at all times be free from federal income taxation, the Borrower represents and covenants to the Issuer and the Lender that it will comply with the applicable provisions of Section 103 and Section 141 through 150 of the Code and as follows: (a) The Facility is and will continue to be owned and operated by the Borrower, and no portion of the Facility is managed by anyone other than the Borrower or a governmental entity or an organization described in Section 501(c)(3) of the Code or pursuant to a "qualified management agreement" within the meaning of all pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 2017-13. (b) The Facility will not be used by the Borrower in an unrelated trade or business, determined by the application of Section 513(a) of the Code.