05-13-2020 Council Packet - Laserfiche WebLink

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10 in Appendix B to the Official Statement (collectively, the “Limited Guarantor Portion”) is true and correct in all material respects, and the information under the heading “RISK FACTORS” relating to the Limited Guarantor is a fair description of the risk factors related to Limited Guarantor’s operations; (D) all resolutions and other actions required to be approved or taken by or on behalf of the Limited Guarantor authorizing and approving the transactions described or contemplated in the Limited Guaranty or in the Preliminary Official Statement and the Official Statement, the execution of or approval of the respective forms of, as the case may be, the Limited Guaranty, and the Preliminary Official Statement, and the Official Statement have been duly approved by the Limited Guarantor, are in full force and effect and have not been modified, amended or repealed; (E) Limited Guarantor is a nonprofit corporation and 501(c)(3) organization organized and validly existing under the laws of the State with full power and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; (F) Limited Guarantor has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to operate and conduct its business as currently operated or, if Limited Guarantor does not currently have such licenses, approvals, accreditations and permits, they are expected to be promptly obtained by the Limited Guarantor as soon as commercially possible; (G) the execution and delivery of the Limited Guaranty and compliance with the provisions thereof, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the Limited Guarantor a breach of or default under any other agreement or instrument to which Limited Guarantor is a party or, to Limited Guarantor’s knowledge, any existing law, administrative regulation, court order or consent decree to which Limited Guarantor is subject; and (H) the Limited Guaranty, when it has been executed and delivered by Limited Guarantor, will, assuming due authorization, execution and delivery by the other parties thereto, constitute a valid and binding obligation of Limited Guarantor, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted; (viii)A title insurance policy, relating to the land upon which the Project is and will be constructed, in a form satisfactory to the Underwriter and Bond Counsel insuring a first mortgage lien in the site of the Project and containing the endorsements and coverage requested by counsel to the Underwriter; (ix)Certified copies of the Borrower’s resolutions or comparable actions of its Board of Directors authorizing the execution and delivery of the Borrower Documents and approving the Series 2020 Bonds; (x)Certified copies of the resolutions of Limited Guarantor or comparable actions of its Board of Directors authorizing the execution and delivery of the Limited Guaranty; (xi)An execution copy or other copy, certified to the Underwriter’s satisfaction as true and correct, of each of the following items: the Borrower Documents; the Borrower’s articles of organization; certificate of good standing in the State for the Borrower; the Limited Guaranty; the Limited Guarantor’s articles of incorporation; and for Limited Guarantor a certificate of good standing in the State; and (xii)Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the Underwriter or Bond Counsel, may reasonably request to evidence compliance with any legal requirements, to provide such additional assurances as the Underwriter may request, regarding the truth and accuracy, as of the time of Closing, of any representations given and the due performance or satisfaction at or prior to such time of all