05-13-2020 Council Packet - Laserfiche WebLink

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9 or delivery of any of the Series 2020 Bonds or the collection of revenues or other security pledged under the Indenture or the Resolution, (2) in any way contesting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds, the Resolution, the Loan Agreement, the Indenture, or this Purchase Agreement, or (3) in any way contesting the existence or powers of the Issuer; (vi)A certificate of the Borrower, signed by an authorized representative of the Borrower, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the Borrower contained in this Purchase Agreement and in the Borrower Documents are true and correct in all material respects as of the date of the Closing; (B) no litigation to which the Borrower is a party is pending or, to the knowledge of the Borrower, threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds, the Resolution, or any of the Borrower Documents, or (3) in any way contesting the existence or powers of the Borrower; (C) no event affecting the Borrower has occurred since the date of the Official Statement that should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (D) the information in the Official Statement concerning the Borrower, the Project (including sources and uses of funds), and the Borrower’s participation in the transactions contemplated by the Borrower Documents is true and correct in all material respects, and the information under the heading “RISK FACTORS” is a fair description of the risk factors related to the Project ; (E) all resolutions and other actions required to be approved or taken by or on behalf of the Borrower authorizing and approving the transactions described or contemplated in this Purchase Agreement or in the Official Statement, the execution of or approving of the respective forms of, as the case may be, the Borrower Documents and the Series 2020 Bonds have been duly approved by the Borrower, are in full force and effect and have not been modified, amended or repealed; (F) the Borrower is a nonprofit corporation and 501(c)(3) organization organized and validly existing under the laws of the State with full power and authority to own its properties and conduct its business in the State; and (G) the Borrower has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to own and operate the Project or, if the Borrower does not currently have such licenses, approvals, accreditations and permits, they are expected to be promptly obtained by the Borrower as soon as commercially possible after the Closing for the Project; (vii)A certificate of Limited Guarantor, signed by an authorized representative of Limited Guarantor, dated the date of the Closing, to the effect that (A) no litigation is pending or to its knowledge threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds, (2) in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds or the Limited Guaranty, or (3) in any way contesting the existence or powers of the Limited Guarantor; (B) no event affecting Limited Guarantor has occurred since the date of the Preliminary Official Statement that should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (C) the statements and the information set forth in the Preliminary Official Statement and the Official Statement (including the appendices thereto and to the extent not modified from the information contained in the Preliminary Official Statement) concerning the Limited Guarantor (including its facilities and operations), Guarantor’s financial information (as defined in the Preliminary Official Statement and the Official Statement), and Guarantor’s participation in the transaction contemplated by the Limited Guaranty including the information