06-14-2017 Council Packet - Laserfiche WebLink

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-2- 4826-7112-9417.2 (a) The Borrower is a Minnesota nonprofit corporation and has duly authorized, by proper action, the execution and delivery of this Agreement. The Borrower is duly authorized by the laws of the State of Minnesota to transact business in Minnesota and to perform all of its duties hereunder. (b) The Borrower has title to the Project sufficient to carry out the purposes of this Agreement, and such title shall be in and remain in the name of the Borrower except as otherwise permitted by this Agreement and the Loan Agreements. (c) The Project consists and will consist of those facilities described herein, which generally are described as the educational and related facilities situated on the real property described in Exhibit A hereto. (d) The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act (as defined in the Loan Agreements), or impair the exemption from federal income taxation of the interest on the Notes. The Borrower intends to use the Project as educational facilities during the term of the Notes. (e) The Borrower has obtained, or will obtain on or before the date required therefor, all necessary certificates, approvals, permits and authorizations with respect to the operation of the Project. (f) The Borrower acknowledges and agrees that the Lender makes no warranty, either express or implied, and specifically disclaims any warranty, as to the condition of the Project, or that the Project is suitable for the purposes or needs of the Borrower. Section 2. Restrictions. The Borrower represents, warrants and covenants that: (a) So long as any of the Notes is outstanding, the Borrower will not mortgage, grant a lien upon, pledge a security interest in, or make any assignment of its interest in, or permit the creation of any encumbrance on the Project unless it has granted a senior mortgage lien and security interest to the Lender as security for the Notes. (b) So long as any of the Notes is outstanding, the Borrower will not enter into any agreement with any lender (other than Lender) that contains negative pledge language that would prevent the Borrower from granting a future mortgage, pledging a security interest, making an assignment of its interest, or permitting the creation of any encumbrance on the Project in favor of Lender. Section 3. Amendment. This Agreement may be amended by an instrument in writing duly executed by the Lender and the Borrower, and duly recorded. Section 4. Severability. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof.