04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 30 Section 6.03 Annual Certificate; Reports. The Corporation agrees to furnish to the Trustee, within 150 days after the end of each fiscal year, a certificate of the Authorized Corporation Representative that there is no Default under this Loan Agreement or the Mortgage, or, if there be any such Default, explaining the nature thereof and specifying the steps being taken to remedy the same. In addition, the Corporation shall render to the Issuer, the Original Purchaser, and the Trustee such additional reports concerning the Corporation, the Bonds or the Project Facilities 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. Section 6.04 Corporation to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Corporation agrees that, so long as the Bonds are outstanding, it will maintain its existence as a nonprofit corporation and shall remain qualified to do business in Minnesota; will not dissolve or otherwise dispose of all or substantially all of its assets unless it defeases the Series 2021D Bonds as provided in Section 5.02 hereof; and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it unless it defeases the Series 2021D Bonds as provided in Section 5.02 hereof; provided, that the Corporation may, without violating the agreement contained in this Section, permit one or more other of such institutions to consolidate with or merge into it, if (i) the Trustee is furnished with a Certificate of the Authorized Corporation Representative to the effect that the Corporation subsequent to the merger or consolidation shall have unrestricted net assets equal to or greater than that of the Corporation prior to such merger or consolidation; and (ii) the Corporation shall furnish to the Trustee an opinion of Bond Counsel to the effect that such consolidation or merger 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. If merger or consolidation is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger or consolidation shall be made except in compliance with the provisions of this Section. Section 6.05 Records and Inspection. The Corporation 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 Corporation (i) including copies of federal, state, municipal and other licenses and permits obtained by the Corporation relating to the operation of the Project Facilities, (ii) including financial books and records reflecting the condition of the Corporation, 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 Corporation shall furnish to the Issuer or the Trustee, at the Corporation’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. At the request of the Issuer or the Trustee, the Corporation 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