05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 32 manner as each annual report provided by the Borrower under its Continuing Disclosure Agreement, and be accompanied by such identifying information as is prescribed by the MSRB. The Trustee shall have no duty to review or analyze such financial statements and shall hold such financial statements solely as a repository for the benefit of the Bondholders. The Trustee shall not be deemed to have notice of any information contained therein or event of default which may be disclosed therein in any manner. Section 6.03 Annual Certificate; Reports. The Borrower agrees to furnish to the Trustee, within 150 days after the end of each fiscal year, a certificate of the Authorized Borrower Representative that there is no Default under this Loan Agreement or the Mortgage, and such Certificate shall set forth specifically whether, under Section 6.09 hereof, the Borrower is required to retain an Independent consultant, and, if such be the case, whether the Borrower has in fact retained an Independent consultant, and, in any event, if such certificate discloses a Default, explaining the nature thereof and specifying the steps being taken to remedy the same. In addition, the Borrower shall render to the Issuer, the Original Purchaser, and the Trustee such additional reports concerning the Borrower, the Bonds or the Project as the Issuer and the Trustee may from time to time reasonably request, or as may be required by any law, regulation or ordinance of the State of Minnesota or of the Issuer. No later than December 20 of each year, commencing December 20, 2020, the Borrower shall provide or cause to be provided to the Issuer the total principal and interest paid on the Bonds in the preceding twelve-month period and the remaining principal amount of the Bonds outstanding. Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of the foregoing shall not imply a duty to review and shall not constitute constructive notice of any information contained therein or determinable from information contained therein. Unless directed in writing by the Borrower, the Trustee does not have an obligation to post any reports or information or certificates that it receives from the Borrower on any repository for compliance with Rule 15c2-12. If the Trustee is requested in writing by the Borrower to post any information or make any information available to the Holders of the Bonds, then the Borrower shall pay for the Trustee's cost of dissemination of such information. Section 6.04 Borrower to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Borrower agrees that, so long as the Bonds are outstanding, it will not dissolve or otherwise dispose of all or substantially all of its assets; and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided, that the Borrower may, without violating the agreement contained in this Section, consolidate with or merge into another institution, or permit one or more other of such institutions to consolidate with or merge into it, or sell or otherwise transfer to another such institution all or substantially all of its assets as an entirety and thereafter dissolve upon satisfaction of the following conditions: (i) if the surviving, resulting or transferee institution, as the case may be, is other than the Borrower, such surviving, resulting or transferee institution shall assume in writing all of the obligations of the Borrower herein, and shall be a nonprofit corporation and an organization described in Section 501(c) (3) of the Internal Revenue Code;