04-24-2024 Council Packet - Laserfiche WebLink

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132435584v2 16 Section 4.11 Access to Books and Inspection. The Borrower shall keep proper books of record and accounts with respect to the use and operation of the Facility, and, subject to any privacy laws applicable to Borrower or the Lessee, upon request of the Lender or the Issuer, provide any duly authorized representative of the Lender or the Issuer access during normal business hours to, and permit such representative to examine, copy or make extracts from, or audit any and all books, records and documents of the Borrower relating to the Project, or the Borrower’s affairs and to inspect any of its facilities and properties. (The Lender or the Issuer shall be permitted to disclose the information contained therein to its legal counsel, its independent public accountants, any participating lenders, or in connection with any action to collect any indebtedness of the Borrower or to enforce this Agreement and the documents related hereto, or as otherwise permitted or required by law). Section 4.12 IRS Audit Expenses. The Borrower agrees to pay any reasonable costs incurred by the Issuer or the Lender as a result of the Issuer’s, or the Lender’s compliance with an audit, random or otherwise, by the Internal Revenue Service, the Minnesota Department of Revenue, the Office of the State Auditor, or any other governmental entity with respect to the Note or the Project. Section 4.13 Matters Related to Management Contracts. The manager under any management contract for the management of the Facility shall be an organization recognized as exempt under Section 501(c)(3) of the Code or such management contract shall comply with Department of Treasury Revenue Procedure 2017-13 (and any amended or successor rule) and in particular with one of the “safe harbor” limitations hereof. Section 4.14 Deposit of Capital Campaign Pledges. Upon receipt, all cash received with respect to the Capital Campaign Pledges shall be deposited into an account (the “Capital Campaign Account”) held by the Lender. On each interest payment date as set forth in the Note, the Borrower shall apply amounts on deposit in the Capital Campaign Account, plus such other funds as may be necessary, to the payment of interest on the Note as set forth in the Note. On each principal payment date as set forth in the Note, the Borrower shall apply the amounts on deposit in the Capital Campaign Account to the payment of principal and interest on the Note as set forth in the Note. Upon payment in full of the Note, any amounts remaining on deposit in the Capital Campaign Account shall be released to the Borrower. ARTICLE V PREPAYMENT OF LOAN Section 5.1 Prepayment at Option of Borrower. The Borrower may, at its option, prepay the Loan, in whole or in part, on any date, by paying the principal amount to be prepaid and accrued interest thereon, without penalty or premium, then due. Any partial prepayment shall be applied in the order described in Paragraph 7 of the Note. At the date fixed for prepayment, funds shall be paid to the Lender at its registered address appearing on the Note. In the event the Borrower elects to prepay the Loan, the Borrower shall cause to be given in the name of the Issuer notice of prepayment of the Note to the Lender by first-class mail, addressed to the Lender at its registered address, not less than thirty (30) days prior to the date fixed for prepayment, provided that the Lender may waive or provide alternative reasonable requirements,