06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 25 Governmental Note so registered or authenticated has been duly executed, registered, or authenticated and delivered. (b) Prior to the delivery by the Funding Lender of the Governmental Note and as a condition to closing of the Funding Loan, there shall be filed with and/or delivered to the Funding Lender: (i) All items required to be delivered under Section 2.2 above; and (ii) A certified copy of all resolutions adopted and proceedings had by the Governmental Lender authorizing execution of this Funding Loan Agreement, the Borrower Loan Agreement and the other Funding Loan Documents to which the Governmental Lender is a party and the issuance of the Governmental Note; and (iii) An original executed counterpart of the Funding Loan Documents; and (iv) Copies of any Financing Statements required to be filed to perfect the security interests in the Security or under Section 3.2 of the Borrower Loan Agreement; and (v) A copy of completed IRS Form 8038 to be filed by or on behalf of the Governmental Lender pursuant to Section 149(e) of the Code; and (vi) An original executed counterpart of the Tax Certificate; and (vii) An opinion of Tax Counsel to the effect that this Funding Loan Agreement, the Borrower Loan Agreement, the Land Use Restriction Agreement, and any other documents executed by the Governmental Lender have been duly authorized, executed and delivered by the Governmental Lender and are legal, valid and binding agreements of the Governmental Lender; and (viii) An Approving Opinion of Tax Counsel that the Governmental Note has been duly authorized and validly issued, that this Funding Loan Agreement creates a valid lien on the Security, that interest on the Governmental Note will be excludable from gross income of the Noteowners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, that the Governmental Note is not required to be registered under the Securities Act of 1933, as amended, and that the Trust Funding Loan Agreement need not be qualified under the Trust Funding Loan Agreement Act of 1939, as amended; and (ix) An opinion of Counsel for the Borrower to the effect that the Funding Loan Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower and are legal, valid and binding agreements of the Borrower and such other opinions as are reasonably requested by the Controlling Person or the Funding Lender; and (x) A pro forma title insurance policy reasonably acceptable to the Controlling Person; and (xi) Reliance letters for, or address of the opinions to, the Controlling Person and Funding Lender of each of the opinions filed with the Funding Lender; and (xii) Such other documents as may be required by the Governmental Lender, Funding Lender, Tax Counsel, or Controlling Person.