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<br />(d) violation of any law, ordinance, or regulation affecting the Facilities or a part <br />thereof or the ownership, occupancy, or use thereof; and <br /> <br />(e) any statement or information relating to the expenditure ofthe proceeds ofthe <br />Bonds contained in the "Certificate of Company" or similar document furnished by the <br />Corporation to the Issuer or Lender which, at the time made, is misleading, untrue, or <br />incorrect in any material respect. <br /> <br />Promptly after receipt by the Issuer or Lender, as the case may be, or any such other <br />indemnified person of notice of the commencement of any action in respect of which indemnity may <br />be sought against the Corporation under this Section, such person will notify the Corporation in <br />writing of the commencement thereof, and, subject to the provisions hereinafter stated, the <br />Corporation shall assume the defense of such action (including the employment of counsel who shall <br />be counsel satisfactory to the Issuer, Lender or such other person as the case may be, and the <br />payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which <br />indemnity may be sought against the Corporation, the Issuer or any such other indemnified person <br />shall have the right to employ separate counsel in any such action and to participate in the defense <br />thereof, but the fees and expenses of such counsel shall not be at the expense of the Corporation <br />unless the employment of such counsel has been specifically authorized by the Corporation. The <br />Corporation shall not be liable to indemnify any person for any settlement of any such action effected <br />without its consent. <br /> <br />The provisions of this Section 7.03 shall survive the payment and discharge of the Bonds. <br /> <br />SECTION 7.04. CONTINUING EXISTENCE AND QUALIFICATION. During the term of this <br />Loan Agreement, the Corporation will maintain its existence as a nonprofit corporation, exempt <br />under Section 501 (c )(3) of the Code and will not dissolve or otherwise dispose of all or the major <br />portion of its assets and will not consolidate with or merge into another corporation or permit one <br />or more other corporations to consolidate with or merge into it without the prior written consent of <br />the Lender. <br /> <br />Ifconsolidation, merger or sale or other transfer is made as provided in this Section 7.04, the <br />provisions of this Section 7.04 shall continue in full force and effect and no further consolidation, <br />merger or sale or other transfer shall be made except in compliance with the provisions of this <br />Section 7.04. <br /> <br />SECTION 7.05. FINANCIAL ST A TEMENTS. The Corporation shall have an annual audit made <br />by an independent certified public accountant and shall furnish the Lender a copy of such audit <br />promptly upon its completion but not later than one hundred twenty (120) days after the end of each <br />Fiscal Year during the term of this Loan Agreement. The Corporation shall also provide interim, <br />unaudited financial statements to the Lender upon request. <br /> <br />7-2 <br />