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<br />(3) violation of any contract, agreement or restriction by the Borrower relating
<br />to the Project;
<br />(4) violation of any law, ordinance or regulation affecting the Facility or a
<br />part thereof or the ownership, occupancy or use thereof, or arising out of this Agreement, the
<br />Note or the transactions contemplated thereby, including any requirements imposed on the
<br />Lender as a financial institution or any disclosure or registration requirements imposed by any
<br />federal or state securities law; and
<br />(5) any statement or information relating to the expenditure of the proceeds of
<br />the Note contained in a non-arbitrage certificate or similar document furnished by the Borrower
<br />to the Issuer which, at the time made, is misleading, untrue or incorrect in any material respect.
<br />Section 4.2 Continuing Existence and Qualification; Transfer. Throughout the term of
<br />this Agreement the Borrower will remain duly qualified to do business as a nonprofit corporation
<br />in Minnesota and will continue to operate as an organization described in Section 501(c)(3) of
<br />the Code whose income is exempt from taxation under Section 501(a) of the Code, and the
<br />Borrower will maintain its corporate existence, will not dissolve or otherwise dispose of all or
<br />substantially all of their assets, and will not consolidate with or merge into another corporation or
<br />other business entity or permit any other corporation or other business entity to consolidate with
<br />or merge into it unless (1) the surviving, resulting or transferee corporation, or other business
<br />entity, as the case may be, shall be a nonprofit corporation operating under the laws of the United
<br />States, any state or the District of Columbia, and an organization described in Section 501(c)(3)
<br />of the Code (provided the Project will not constitute an unrelated trade or business within the
<br />meaning of Section 513(a) of the Code) or a governmental unit under Section 145 of the Code;
<br />(2) the surviving, resulting or transferee corporation, or other business entity, as the case may be,
<br />if other than the Borrower, assumes in writing all of the obligations of the Borrower under this
<br />Agreement, the Declaration, the Business Assets Security Agreement, and the Capital Campaign
<br />Security Agreement, and shall deliver that instrument to the Lender, (3) the surviving, resulting
<br />or transferee corporation or other business entity, as the case may be, is duly qualified to do
<br />business in Minnesota, and (4) the Borrower first obtains the written consent of the Lender to
<br />such merger, transfer, or consolidation, which approval may be granted or withheld by the
<br />Lender in its sole and absolute discretion. At least 60 days before any proposed merger, transfer
<br />or consolidation would become effective, the Borrower shall deliver to the Lender a written
<br />request seeking the Lender’s approval of such merger, transfer, or consolidation, and shall
<br />thereafter promptly furnish to the Lender such information pertaining to the proposed merger,
<br />transfer, or consolidation as the Lender shall request. If the Lender approves the proposed
<br />merger, transfer, or consolidation, the surviving, resulting or transferee corporation and other
<br />entity referred to in this Section 4.2 shall be bound by all of the covenants and agreements of the
<br />Borrower herein with respect to any further consolidation, merger, sale or transfer.
<br />Section 4.3 Reports to Governmental Agencies. The Borrower will furnish to
<br />agencies of the State of Minnesota, such periodic reports or statements as are required under the
<br />Act, or as they may otherwise reasonably require of the Issuer or the Borrower throughout the
<br />term of this Agreement in connection with the transaction contemplated herein. Copies of such
<br />reports will be provided to the Issuer and the Lender.
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