2025.07.07 CC Packet - Laserfiche WebLink

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172981943v5 13 instrument to the Lender, (3) the surviving, resulting or transferee corporation or other business entity, as the case may be, is duly qualified to do business in Minnesota and (4) the Borrower first obtains the written consent of the Lender to such merger, transfer or consolidation. At least 60 days before any proposed merger, transfer or consolidation would become effective, the Borrower shall deliver to the Lender a written request seeking the Lender’s approval of such merger, transfer or consolidation, and shall thereafter promptly furnish to the Lender such information pertaining to the proposed merger, transfer, or consolidation as the Lender shall request. If the Lender approves the proposed merger, transfer or consolidation, the surviving, resulting or transferee corporation and other entity referred to in this Section 4.2 shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further consolidation, merger, sale or transfer. The Lender’s approval under this Section shall not be unreasonably withheld, delayed or conditioned. Section 4.3 Reports to Governmental Agencies. The Borrower will furnish to agencies of the State of Minnesota, such periodic reports or statements as are required under the Act, or as they may otherwise reasonably require of the City or the Borrower throughout the term of this Agreement in connection with the transaction contemplated herein. Copies of such reports will be provided to the City and the Lender. Section 4.4 Security for the Loan. (1) As additional security for the Lender, and to induce the City to issue and deliver the Note, the Borrower agrees to execute and deliver (or cause to be executed and delivered) the documents described in Sections 3.2 and 3.3 hereof and agrees to meet all its obligations under such documents, which documents shall remain in effect until all payments required hereunder have been made; and the Borrower will direct Bond Counsel, the Lender or Title to cause to be recorded and filed the Mortgage, financing statements, and such other documents requested by Bond Counsel or the Lender, in such places and in such manner as Bond Counsel or the Lender deems necessary or desirable to perfect or protect the security interest of the Lender in and to the Facility and other collateral referred to in said documents. Except for Permitted Encumbrances and as otherwise may be provided in the Mortgage, the Borrower will not further encumber the property pledged therein without the Lender’s prior written consent; and (2) The obligation of the Borrower to make payments hereunder is a general full faith and credit obligation of the Borrower payable from all revenues and assets of the Borrower. Section 4.5 Preservation of Tax Exemption. (1) The Borrower covenants and agrees that, in order to assure that the interest on the Note shall at all times be free from federal income taxation, the Borrower represents and covenants with the City and the Lender that it will comply with the applicable provisions of Section 103 and Sections 141 through 150 of the Code and as follows: (a) The Facility is and will continue to be owned and operated by the Borrower, and no portion of the Facility is managed by anyone other than the Borrower or a governmental entity or an organization described in Section 501(c)(3) of the Code or