04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 10 (a) The Corporation is a nonprofit corporation duly organized and existing under the laws of Minnesota. (b) Except to the extent otherwise provided in Section 5.02 hereof, the Corporation intends to own and operate the Project Facilities from the date hereof to the expiration or sooner termination of this Loan Agreement, as provided herein, except to the extent such operation may be interrupted by strikes, riots, fire, casualty or condemnation, acts of God or public enemy or other circumstances beyond the control of the Corporation. (c) The execution and delivery of this Loan Agreement, the Disbursing Agreement and the Mortgage and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the articles of incorporation or bylaws of the Corporation, or any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Corporation is a party or by which it is bound, or violate any law, regulation or order of the United States or the State of Minnesota or agency or political subdivision thereof, or any court order or judgment in any proceeding to which the Corporation is or was a party or by which it is bound. (d) The proceeds of the Series 2021D Bonds to be deposited in the Project Fund, together with the other funds to be contributed by the Corporation, will be sufficient to discharge in full and pay the cost of the Project, as further described herein and in the Indenture, and to pay all other costs of the Project, as further described herein and in the Indenture. (e) There is no litigation pending, or to the best of its knowledge threatened, against the Corporation affecting its ability to carry out the terms of this Loan Agreement or the Mortgage. (f) There are no liens or encumbrances on the Land except Permitted Encumbrances. (g) The Land is currently zoned properly for the Project Facilities, (h) The Corporation shall operate the Project Facilities as a “project” within the meaning of the Act. (i) The Corporation shall take no action nor omit to take any action the effect of which would be to jeopardize the tax-exempt status of the Series 2021D Bonds. (j) All property to be financed with proceeds of the Series 2021D Bonds shall be owned either by an organization described in Section 501(c)(3) of the Internal Revenue Code or a unit of state or local government, all within the meaning of Section 145(a) of the Internal Revenue Code. (k) The average weighted maturity of the Series 2021D Bonds does not exceed 120% of the average reasonably expected remaining economic life of the Project Facilities, all within the meaning of Section 147(b) of the Internal Revenue Code.