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Rural Economic Development Loan Agreement and <br />Legally Binding Commitment, Private Owner <br />BUILDING REUSE PROGRAM – Revision #3 <br />EXHIBIT E <br /> <br />2020-025-3201-2587 <br /> <br />Legally Binding Commitment - 7 <br /> (h). A cash match grant, loan or other funding (“Cash Match”) equal to the amount of the <br />Loan shall have been unconditionally committed to the Project. The Governmental <br />Unit shall have procured and contributed at least five percent (5%) of this Cash <br />Match, but no part of this 5% contribution can have derived, either directly or <br />indirectly, from any other State or federal source. The Owner hereby represents and <br />warrants that all Cash Match funds shall be utilized exclusively for the purpose of the <br />Project and that it shall not make or approve of improper expenditures of Cash Match <br />funds. The Owner shall expend all Cash Match funds prior to or simultaneously with <br />and at the same rate as its expenditure of Loan funds. <br /> <br />12. Cessation/Termination, Bankruptcy, Dissolution or Insolvency. <br /> (a). The Owner shall at all times preserve its legal existence, except that it may merge or <br />consolidate with or into or sell all or substantially all of its assets to any entity that <br />expressly undertakes, assumes for itself and agrees in writing to be bound by all of <br />the obligations and undertakings of the Owner contained in this LBC. If the Owner <br />so merges, consolidates or sells its assets without such an undertaking being provided, <br />it agrees to repay to the Governmental Unit or Commerce, upon request and as <br />directed, all unspent Loan funds. Further, any merger, consolidation or sale without <br />such an undertaking shall constitute a material default under this LBC, and the <br />Governmental Unit or Commerce may terminate the LBC upon written notice to the <br />Owner and hold the Owner liable for any other repayment provided for under this <br />LBC. <br /> (b). Other than as provided for in Paragraph 12(a), if the Owner or any Business ceases to <br />do business or becomes the subject of any bankruptcy, dissolution or insolvency <br />proceeding prior to the Termination Date, the Owner shall give the Governmental <br />Unit immediate notice of the event, shall not expend any Loan funds without the <br />express written authorization of the Governmental Unit and shall return all unspent <br />Loan funds to the Governmental Unit or Commerce, upon demand and as directed <br />and if permissible under applicable bankruptcy, dissolution or insolvency law. <br /> (c). If the Owner fails to provide the Governmental Unit notice of the Owner or any <br />Business ceasing to do business or becoming the subject of any bankruptcy, <br />dissolution or insolvency proceeding prior to the Termination Date, it shall constitute <br />a material default under this LBC. If there is such a cessation or such a proceeding, <br />the Governmental Unit or Commerce may terminate the LBC upon written notice to <br />the Owner. Upon such termination, the Owner shall not expend any Loan funds <br />without the express written authorization of the Governmental Unit and shall return <br />all unspent Loan funds to the Governmental Unit or Commerce upon demand and as <br />directed and if permissible under applicable bankruptcy, dissolution or insolvency <br />law. <br /> d). Notwithstanding the foregoing and wherever referred to in this LBC, “ceases to do <br />business” shall not include (1) ceasing operations to maintain, service or upgrade real or <br />personal property of the Owner, (2) season shutdowns of operations as long as such <br />cessation does not exceed a total of four (4) weeks in any calendar year (excluding time <br />attributable to an event of force majeure as described below) and (3) under the <br />circumstances for the period of time described in Paragraph 22 below. <br /> <br />29