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<br />(1) are within the powers of the Borrower and have been duly and effectively
<br />authorized by all necessary action on the part of the Borrower; and
<br />
<br />(2) do not and will not (i) conflict with or result in any material breach of any of
<br />the terms, conditions or provisions of, or constitute a default under, or result in the creation or
<br />imposition of any lien, charge or encumbrance upon any property or assets ofthe Borrower pursuant
<br />to any indenture, loan agreement or other agreement or instrument (other than this Agreement) or
<br />restriction to which the Borrower is a party or by which the Borrower, its properties or operations are
<br />bound as ofthe date ofthis Agreement or (ii) with the giving of notice or the passage oftime or both,
<br />constitute a breach or default or so result in the creation or imposition of any lien, charge or
<br />encumbrance, which breach, default, lien, charge or encumbrance (described in (i) or (ii)) could
<br />materially and adversely affect the validity or the enforceability ofthis Agreement or the Borrower's
<br />ability to perform fully its obligations under this Agree~ent; nor does such action result in any
<br />violation of the provisions ofthe Act, or any laws, ordinances, governmental rules or regulations or
<br />court orders to which the Borrower, its properties or operations may be bound.
<br />
<br />(e) No Defaults. No event has occurred and no condition exists that constitutes an Event
<br />of Default, or which, upon the execution and delivery ofthis Agreement and/or the passage oftime
<br />or giving of notice or both, would constitute an Event of Default. The Borrower is not in violation in
<br />any material respect, and has not received notice of any claimed violation (except such violations as
<br />(i) heretofore have been specifically disclosed in writing to, and have been in writing specifically
<br />consented to by the Council and the Bond Insurer and (ii) do not, and shall not, have any material
<br />adverse effect on the transactions herein contemplated and the compliance by the Borrower with the
<br />terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it,
<br />its properties or operations may be bound, which may materially adversely affect the ability ofthe
<br />Borrower to perform hereunder.
<br />
<br />(f) Governmental Consent. The Borrower has obtained, or will obtain, all permits,
<br />approvals and findings of non-reviewability required as ofthe date hereofby any governmental body
<br />or officer for the acquisition and/or installation ofthe Project, including construction and renovation
<br />work, the financing or refinancing thereof or the reimbursement ofthe Borrower therefor, or the use
<br />of such Project, and, prior to the Loan, the Borrower will obtain all other such permits, approvals and
<br />findings as may be necessary for the foregoing and for such Loan and the proper application thereof;
<br />the Borrower has complied with or will comply with all applicable provisions oflaw requiring any
<br />notification, declaration, filing or registration with any agency or other governmental body or officer
<br />in connection with the acquisition or installation of the Project, including construction and
<br />renovation work necessary for such installation, financing or refinancing thereof or reimbursement of
<br />the Borrower therefor; and any such action, construction, installation, financing, refinancing or
<br />reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or
<br />conflict with, the terms of any such agency or other governmental consent, order or other action
<br />which is applicable thereto. No further consent, approval or authorization of, or filing, registration or
<br />qualification with, any governmental authority is required on the part of the Borrower as a condition
<br />to the execution and delivery of this Loan Agreement, or to amounts becoming outstanding
<br />hereunder.
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