04-26-2023 Council Packet - Laserfiche WebLink

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77060900v2 B-2 Representations and Warranties 1. No changes have been made in the Plans and Specifications which require and have not received the prior approval of (i) the Controlling Person under the terms of the Borrower Loan Agreement dated as of [________ 1, 2023] (the “Agreement”), (ii) any Governmental Authority having jurisdiction over the Project Facilities or (iii) any other parties from whom such approval is required. 2. Construction of the Improvements has been performed in accordance with the Plans and Specifications (other than any changes that did not constitute Material Change Orders). 3. As of the date hereof, the Borrower has executed change orders (increasing/decreasing) the cost of construction of the Improvements by $_______ in the aggregate, has notified the Engineering Consultant of such changes and, to the extent necessary, has received any and all necessary approvals from the Controlling Person. 4. Funding of this Requisition shall be in accordance with the terms and provisions of the (i) Agreement, and (ii) the Funding Loan Agreement dated as of [________ 1, 2023], with respect to the Governmental Note. 5. All money requisitioned by the Borrower for construction of the Improvements and disbursed by the Funding Lender under previously approved requisitions have been paid to the Contractor and, to the Borrower’s best knowledge, all subcontractors, vendors and suppliers; all other funds requisitioned by the Borrower and disbursed by the Funding Lender under previously approved requisitions have been expended for the purpose for which they were requisitioned. 6. All of the information submitted to the Controlling Person and the Funding Lender in connection with this Requisition is true and accurate in all material respects as of the date of submission. 7. The representations and warranties set forth in the Funding Loan Documents are true and correct in all material respects as of the date hereof with the same effect as if made on this date. 8. The Borrower represents and warrants that (i) there has occurred no Event of Default or event which, with the passage of time or the giving or notice or both, would constitute an Event of Default on the part of the Borrower or the Guarantor under the terms of the Funding Loan Documents, (ii) except as previously disclosed by the Borrower to the Controlling Person, the Borrower has not received notice from or been informed by any Governmental Authority or the Engineering Consultant of any alleged deficiencies in the work performed to date or any deviation of such work from Plans and Specifications or notice of any assertion of a claim that the Improvements have not been constructed in accordance with all applicable Legal Requirements, (iii) with the exception of any Permitted Liens and those being contested by the Borrower in accordance with the terms of the Funding Loan Documents, there are no liens against any portion of the Project Facilities or any other asset of the Borrower, and (iv) the Funding Loan Documents are in full force and effect. 9. The Borrower represents and warrants that this Requisition is in the form of requisition required by the Controlling Person. 10. The Borrower represents and warrants that, following payment of the amounts requested under this Requisition, not less than 95% of amounts paid from proceeds of the Governmental Note have been applied to the payment of Qualified Project Costs.