05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 33 (ii) the Trustee is furnished with a Certificate of the Authorized Borrower Representative to the effect that the surviving, resulting or transferee institution shall have an unrestricted fund balance equal to or greater than that of the Borrower prior to such merger, consolidation or transfer; and (iii) the Borrower shall furnish to the Trustee an opinion of Bond Counsel to the effect that such consolidation, merger or transfer shall have no adverse effect on the excludability of the interest on the Bonds from gross income under Sections 103, 145 and related Sections of the Internal Revenue Code and regulations thereunder. In no event will the Borrower consolidate with or merge into another corporation or sell or otherwise transfer to another institution all or substantially all of its assets as an entirety and thereafter dissolve if the effect of any such transaction would be to cause the sum of the principal amount of the Series 2020 Bonds, plus the respective outstanding aggregate principal amounts of all tax-exempt bonds issued by or on behalf of the Borrower or such other resulting entity, and all organizations under common management or control with the Borrower or such resulting entity (other than qualified hospital bonds), within the meaning of Section 145 of the Internal Revenue Code, to exceed $150,000,000, except to the extent provided to the contrary by the provisions of Section 145(b) of the Code. If merger or sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger or sale or other transfer shall be made except in compliance with the provisions of this Section. Section 6.05 Records and Inspection. The Borrower shall maintain documents and records required by any provision of this Loan Agreement or the Indenture or by law relating to the Project or the affairs of the Borrower (i) including copies of federal, state, municipal and other licenses and permits obtained by the Borrower relating to the operation of the Project Facilities, (ii) including financial books and records reflecting the condition of the Borrower, and (iii) including all other documents, instruments, reports and records subject to such requirements. The Issuer and the Trustee shall have the right to inspect all such materials, except any materials made private or confidential by federal or state law or regulation, and the Project Facilities at all reasonable times and to make such copies and extracts as they may desire. At the request of the Issuer or the Trustee, the Borrower shall furnish to the Issuer or the Trustee, at the Borrower's expense, a copy of any such materials which are required by the Issuer or the Trustee in the performance of their duties under the Loan Agreement, the Indenture, the Mortgage or the Act. Section 6.06 Further Assurances, Financing Statements, Maintenance of Lien. The Borrower shall execute any financing statement, supplement to the Mortgage or other instrument which, according to an Opinion of Counsel, is or may be required to carry out the intent of the parties as expressed in this Loan Agreement, the Indenture and the Mortgage. The Borrower shall, at its sole expense, file or cause to be filed any financing statements under the Uniform Commercial Code or similar instruments necessary or requested by the Issuer to perfect and continue the security interest of the Trustee in this Loan Agreement and the payments to be made hereunder, and the security interests granted under the Mortgage, including any financing statements which the Issuer may be required to file under the Indenture. The Borrower shall also, at its sole expense, cause the Mortgage and any supplement to the Mortgage to be filed for record in the office of the County Recorder or Registrar of Titles, or both, and in any other office which is necessary or desirable to perfect or maintain the lien of the Mortgage and shall pay any