04-26-2023 Council Packet - Laserfiche WebLink

Home Browse Search

77060900v2 7 necessary or advisable to perfect and maintain perfection of the Governmental Lender’s, the Fiscal Agent’s and/or the Funding Lender’s security interests under this Agreement, the Funding Loan Agreement, the Mortgage and the other Funding Loan Documents. The Borrower will pay upon demand the costs of filing the foregoing financing or continuation statements and the Financing Statements required under the Funding Loan Agreement in such public offices as the Controlling Person may designate. ARTICLE 4 REPRESENTATIONS OF GOVERNMENTAL LENDER Section 4.1 Representations by the Governmental Lender. (a) The Governmental Lender represents and warrants to the Borrower, the Funding Lender and the Noteowners from time to time of the Governmental Note as follows: (b) The Governmental Lender is a municipal corporation and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (c) The Governmental Lender has all requisite power, authority and legal right to execute and deliver the Funding Loan Documents to which it is a party and all other instruments and documents to be executed and delivered by the Governmental Lender pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Funding Loan Documents. All action on the part of the Governmental Lender which is required for the execution, delivery, performance and observance by the Governmenta l Lender of the Funding Loan Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Governmental Lender do not contravene applicable law or any contractual restriction binding on or affecting the Governmental Lender. (d) The Governmental Lender has duly approved the issuance of the Governmental Note and the loan of the proceeds thereof to the Borrower for the acquisition and construction of the Project Facilities; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Governmental Lender of its obligations under the Funding Loan Documents. (e) This Agreement is, and each other Funding Loan Document to which the Governmental Lender is a party when delivered will be, legal, valid and binding special obligations of the Governmental Lender enforceable against the Governmental Lender in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (f) There is no default of the Governmental Lender in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Funding Loan Documents or the ability of the Governmental Lender to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (g) There are no obligations of the Governmental Lender other than the Governmental Note that have been, are being or will be (i) sold at substantially the same time, (ii) sold pursuant