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132759067v2 15 (2) the occurrence of any Event of Default under this Agreement or under any other loan agreement, debenture, notes, purchase agreement or any other agreement providing for the borrowing of money by the Borrower or any event of which the Borrower has knowledge and which, with the passage of time or giving of notice, or both, would constitute an Event of Default under this Agreement or under such other agreements or obligations whether owing to the Lender or other lenders; and (3) any material adverse change in the operations, business, properties, assets or conditions, financial or otherwise, of the Borrower. Section 4.9 Financial Covenants. The Borrower will deliver to the Lender audited financial statements within 90 days of each Fiscal Year end. Section 4.10 Access. The Borrower grants to the Lender and to the Lender's agents access to the Facility at any reasonable time during normal business hours in order to inspect the Facility subject to prior notice and consent of Lessee pursuant to the Lease. 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 or State 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.