7A Request from Presbyterian Homes for Conduit Financing

Home Browse Search

business in Minnesota and (4) the Bozrawer first obiains the writien consent of the Lender to such merger, transfer or consolidatio�. At leasi 60 days before any proposed merger, transfer or consolidation would become effective, the Borrower shall deliver io ihe Lender a wr�tten request seeking the Lender's approval of such merger, transfer ar consolidation, and shall thereaftex promptly furnish to the Lender such information pertaining to the proposed merger, tra.nsfer, or consolidation as the Lender shall request. If the Lender approves the proposed merger, transfer or consolidation, the surviving, resulting or �ransferee corporation and other entity referred to in this Section 4.2 shall be bound by a11 of the covenants and agreements of the Borrower herein with respect to any fiuther consolidation, merger, sale or transfer. The Lender's approvai under this Section shall not be unreasonably withheld, delayed oz condiiioned. Section 4.3 Re�orts to Govez�mental A e� ncies. The Borrower will furnish to agencies of the Siate of Minnesota, such periodic reports ar statements as are required under the Act, or as they rnay otherwise reasonabiy require ofthe City or the Borrower �roughout the terrn of this Agreement in connection with the transaction contemplated herein. Copies of such reports wili be provided io the City and the Lender. Section 4.4 Seci iy for the Loan. As additional security for the Lender, ax�d to induce the City to issue and deliver the Note, the Barrower agrees to execute and deliver (or cause to be ex�cuted and delivered) the docume�ts described in Section 3.2 hereof and agrees to meet aIl 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 or the Lender to cause ta be recorded and filed the Mortgage and such oth�r 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 ta perfect or pzotect the security interest of the Lender in and to the Project and other collateral referred to in said documents. Except as otherwise provided in the Mortgage, the Borrower will not further encumber the property pledged therein withoui the Lender's consent which shall �ot be unreasonably vvithheld. Section 4.5 Preservatfon of Tax,Exemption. (1) The Borrower covenants and agr�es �liat, in order to assure that the interest o� th� Note shali at all iimes be free from �ederal irccame taxatior�, the Borrower represents and covenants with the City and the Lender that it will comp�y wiih the applicable provisions of Section 103 and Seciion 141 through 150 of ihe Code and as follows: {a} The Project is and will continue to be owned and operated by the Borrower and no portion of the Project is managed by anyane oiher than the Borrower or a Tax Exe�npt Organization or pursuant to a"c�ualif ed management agreement" within ihe meaning af all pertinent provisions of Iaw, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 97-13. (b) The Praject will not be used by the Borrower in an unrelated trade or business, determined by the application af Section 513(a} of the Code except to an extent wkuch does not adversely affect the tax-exempt status of the inierest an the Note. zzassas�a 12