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132435584v2 <br /> <br /> <br /> 7 <br /> <br />(14) Each document executed by the Borrower in connection with the Loan <br />constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance <br />with its terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency <br />and other similar laws affecting creditors’ rights generally); <br />(15) The financial statements of the Borrower heretofore furnished to the <br />Lender are complete and correct in all material respects and fairly present the financial condition <br />of the Borrower at the date of such statements. Since the most recent set of audited financial <br />statements delivered by the Borrower to the Lender, there have been no material adverse changes <br />in the financial condition of the Borrower; <br />(16) No consent, approval, order or authorization of, or registration, declaration <br />or filing with, or notice to, any governmental authority or any third party is required in <br />connection with the execution and delivery of this Agreement, or any of the agreements or <br />instruments herein mentioned or related hereto to which the Borrower is a party or the carrying <br />out or performance of any of the transactions required or contemplated hereby or thereby or, if <br />required, such consent, approval, order or authorization has been (or, with respect to the filing of <br />the Form 8038 with the Internal Revenue Service, the Notice of Issue with Minnesota <br />Management & Budget, and obtaining a building permit from the City will be) obtained or such <br />registration, declaration or filing has been or will be accomplished or such notice has been or <br />will be given; <br />(17) After completion of the renovations to the Facility, the Facility will be in <br />substantial compliance with the accessibility guidelines set forth in Title III of The Americans <br />with Disabilities Act of 1990, as the same may be amended from time to time, and any rules and <br />regulations promulgated thereunder (the “ADA”). <br />ARTICLE III <br /> <br />THE LOAN <br />Section 3.1 Amount and Source of Loan. The Issuer has authorized the issuance of <br />the Note in the principal amount of $10,000,000 to provide funds to the Borrower for its use in <br />financing the Project. The Borrower agrees to acquire and construct the Facility and the Issuer, <br />upon receipt of its administrative fee of $25,000, agrees to lend the Borrower, upon the other <br />terms and conditions set forth herein, the proceeds received from the Note by causing such sums <br />to be advanced to the Borrower and disbursed at Closing or pursuant to this Agreement. <br />Section 3.2 Documents Required Prior to Closing and Disbursement of the Loan. <br />Prior to the closing and any advance of the proceeds, the Borrower shall deliver to the Lender the <br />following: <br />(1) The Note; <br />(2) This Agreement; <br />(3) The Pledge Agreement;