11-13-2024 Council Packet - Laserfiche WebLink

Home Browse Search

135242345v3 23 Agreement, the Governmental Note and the other Financing Documents to which it is a party, and such documents are valid and binding special, limited obligations of Governmental Lender enforceable in accordance with their terms subject to customary exceptions. (c) The initial advance of the proceeds of the Funding Loan by Initial Funding Lender in the amount set forth in Section 2.01(b) hereof. (d) The executed Project Note and an endorsement of the Project Note by Governmental Lender in favor of Fiscal Agent. (e) A copy of the executed Security Instrument, the Assignment, the Construction Phase Financing Agreement, and the Construction Continuing Covenant Agreement. (f) An opinion of counsel to Borrower, addressed to the Governmental Lender and the Initial Funding Lender, to the effect that Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which Borrower transacts business and has full power and authority to enter into the Financing Documents to which it is a party, that its execution and delivery of and performance of its covenants in such documents do not contravene law or any provision of any other documents to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by Borrower, and are legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. (g) A customary approving opinion of Bond Counsel, addressed to the Governmental Lender and Funding Lender, including but not limited to an opinion to the effect that the interest on the Governmental Note, under laws in effect on the date of such opinion, is excluded from the gross income of the holders thereof for federal income tax purposes and, where applicable, for state income tax purposes in the Property Jurisdiction. (h) An opinion of Bond Counsel, addressed to the Governmental Lender and the Funding Lender, to the effect that the Governmental Note is exempt from registration under the Securities Act, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended. (i) A certified copy of the Resolution. (j) The written request and authorization to Fiscal Agent by Governmental Lender to authenticate and deliver the Governmental Note to Initial Funding Lender upon Initial Funding Lender’s funding to the Title Company of the initial advance of proceeds of the Funding Loan. (k) Amounts specified in Section 2.11 of this Funding Loan Agreement and Section 3.03 of the Project Loan Agreement.