04-26-2023 Council Packet - Laserfiche WebLink

Home Browse Search

77060900v2 9 Governmental Lender, the State or any political subdivision thereof or constitute a charge upon the general credit or taxing powers of any of the foregoing. Any such obligation shall be payable solely out of the revenues and any other moneys derived hereunder and under the Funding Loan Agreement, except (as provided in the Funding Loan Agreement and in this Agreement) to the extent it shall be paid out of moneys attributable to the proceeds of the Governmental Note or the income from the temporary investment thereof. No recourse shall be had for the payment of the principal of, premium, if any, or interest on any of the Governmental Note or for any claim based thereon or upon any obligation, covenant or agreement of the Governmental Lender hereunder against any past, present or future Funding Lender, officer, member, employee or agent of the Governmental Lender, whether directly or indirectly, and all such liability of any such individual as such is expressly waived and released as a condition of and in consideration for the execution of this Agreement, the making of the loan of the proceeds of the Governmental Note to the Borrower, and the issuance of the Governmental Note. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represents and warrants to and for the benefit of the Governmental Lender, the Funding Lender, the Controlling Person and the Noteowners from time to time of the Governmental Note as follows: Section 5.1 Existence. The Borrower is a limited partnership, duly organized, validly existing and in good standing under the Legal Requirements of the state of its organization and is duly qualified to do business in the State. The Borrower has furnished to the Governmental Lender, the Funding Lender and the Controlling Person true and complete copies of its Partnership Agreement and certificate of limited partnership. The Borrower owns and will own no other assets other than the Project Facilities. The Borrower and the General Partner have been, are and will be engaged solely in the business of acquiring, constructing, equipping, financing, owning, managing and operating the Project Facilities and activities incident thereto. The General Partner of the Borrower is Little Canada Phase II GP, LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Minnesota and is duly qualified to do business in the State. The General Partner has furnished to the Governmental Lender, the Funding Lender and the Controlling Person true and complete copies of its articles of organization and operating agreement. The General Partner has and will have no other assets other than its partnership interests in the Borrower. Section 5.2 Power, Authorization and No Conflicts. The Borrower has all requisite power and authority and the legal right to own and operate its properties and to conduct its business and operations as they are currently being conducted and as proposed to be conducted by it. The execution, delivery and performance by the Borrower of this Agreement and the other Funding Loan Documents and the Subordinate Debt Documents to which the Borrower is a party (i) are within the Borrower’s powers, (ii) have been duly authorized by all necessary company and legal action by or on behalf of the Borrower, and (iii) do not contravene the Partnership Agreement, operating agreement, articles of incorporation, bylaws, or certificate of limited partnership of the Borrower or the General Partner, as applicable, or any Legal Requirement applicable to the Borrower or the General Partner or any Material Contract or restriction binding on or affecting the Borrower, the General Partner or any of their respective assets, or result in the creation of any mortgage, pledge, lien or encumbrance upon any of its assets other than as provided by the terms thereof. Section 5.3 Governmental Authorizations and Other Approvals. The Borrower and the General Partner have all necessary Governmental Actions and qualifications, and have complied with all applicable Legal Requirements necessary to conduct their business as it is presently conducted and to own,