04-24-2024 Council Packet - Laserfiche WebLink

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132435584v2 14 purposes under Section 103 of the Code, in the gross income of the Lender or any other holder or prior holder of the Note for any reason, if the period, if any, for contest or appeal of such action, ruling or decision by the Borrower or the Lender or any other interested party has expired without any such contest or appeal having been properly instituted by the Lender, the Borrower or any other interested party. The expenses of any such contest shall be paid by the party initiating the contest, and neither the Lender nor the Borrower shall be required to contest or appeal any Determination of Taxability. The “Date of Taxability” shall mean that point in time, as specified in the determination, ruling, order, or decision, that the interest payable on the Note becomes includible in the gross income of the Lender or any other holder or prior holder of the Note, as the case may be, for federal income tax purposes. (3) If the Borrower receives a Determination of Taxability it will promptly give notice of such Determination of Taxability to the Issuer and the Lender and the Note shall convert to a taxable obligation effective as of the Date of Taxability. The interest rate for interest accruing from the Date of Taxability shall be adjusted to the “Taxable Rate” (as defined in the Note) on the date of the Determination of Taxability and the Borrower shall pay any interest accruing from the Date of Taxability which is retroactively due as a result of the interest rate adjustment on the next payment date along with regularly scheduled principal payment and interest accruing from the previous payment date at the Taxable Rate, as provided in the Note. Section 4.6 Lease or Sale of Facility. The Borrower shall not lease, sell, convey or otherwise transfer the Facility in whole or part, without first securing the written consent of the Lender provided that in no event shall such lease, transfer, assignment or sale be permitted if the effect thereof would otherwise be to impair the validity or the tax exempt status of the Note, nor shall any such transaction release the Borrower of any of its obligations under this Agreement, unless the Facility is conveyed in whole and such conveyance has been approved in writing by the Lender. The Borrower shall promptly notify the Issuer of any such sale, transfer, assignment, or lease. Section 4.7 Facility Operation and Maintenance Expenses; Insurance. The Borrower shall pay or cause to be paid all expenses of the operation and maintenance of the Facility including, but without limitation, and all taxes and special assessments levied upon or with respect to the Facility and payable during the term of this Agreement. The Borrower shall keep the Facility in good working order and condition, subject to ordinary wear and tear. The Facility shall not be used for purposes which violate any Federal, State or other laws prohibiting discrimination in access or employment based on race, creed, sex, sexual orientation, handicap, ethnic origin, age or marital status. The Borrower shall purchase and maintain such insurance as will protect the Borrower against risk of loss or damage to its property and against claims which may arise from its maintenance and use of its property, including all operations conducted in connection therewith, or from any other activities of the Borrower, in amounts and with coverage not less than is reasonable for an institution of learning comparable to the Borrower. Section 4.8 Notification of Changes. The Borrower covenants and agrees that it will promptly notify the Lender of: (1) any litigation which might affect the Borrower or any of its properties, where the amount in dispute, singly or in the aggregate, exceeds $50,000 and is not covered by