04-24-2024 Council Packet - Laserfiche WebLink

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-2- 4864-4808-6428.2 (c) The Project consists and will consist of those facilities described herein, which generally are described as the educational and related facilities situated on the real property described in Exhibit A hereto. (d) The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act (as defined in the Loan Agreement), or impair the exemption from federal income taxation of the interest on the Note. The Borrower intends to use the Project as educational facilities during the term of the Note. (e) The Borrower has obtained, or will obtain on or before the date required therefor, all necessary certificates, approvals, permits and authorizations with respect to the operation of the Project. (f) The Borrower acknowledges and agrees that the Lender makes no warranty, either express or implied, and specifically disclaims any warranty, as to the condition of the Project, or that the Project is suitable for the purposes or needs of the Borrower. Section 2. Restrictions. The Borrower represents, warrants and covenants that: (a) So long as the Note is outstanding, the Borrower will not mortgage, grant a lien upon, pledge a security interest in, or make any assignment of its interest in, or permit the creation of any encumbrance on the Project unless it has granted a senior mortgage lien and security interest to the Lender as security for the Note. (b) So long as the Note is outstanding, the Borrower will not enter into any agreement with any lender (other than Lender) that contains negative pledge language that would prevent the Borrower from granting a future mortgage, pledging a security interest, making an assignment of its interest, or permitting the creation of any encumbrance on the Project in favor of Lender. Section 3. Amendment. This Agreement may be amended by an instrument in writing duly executed by the Lender and the Borrower, and duly recorded. Section 4. Severability. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof. Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America. Section 6. Capitalized Terms. Any capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.