Representations by the Borrower. As an inducement to the Issuer to issue the Bonds and to make the Loan to the Borrower, the Borrower makes the following representations, warranties and covenants: (a) The Borrower has the authority and legal capacity to execute, deliver and perform this Agreement, the Promissory Note, the Remarketing Agreement, the Placement Agreement, the Reimbursement Agreement and the Tax Compliance Certificate and to enter into and carry out the transactions contemplated by those documents; that execution, delivery and performance do not, and will not, violate any provision of law applicable to the Borrower and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is bound. (b) There are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal which, if determined adversely to the Borrower, would materially and adversely affect the transactions contemplated by this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement, the Tax Compliance Certificate or the Indenture or which, in any way, would adversely affect the enforceability or validity of the Bonds, the Indenture, the Reimbursement Agreement, the Promissory Note, the Placement Agreement, the Remarketing Agreement or this Agreement or the ability of the Borrower to perform its obligations under this Agreement. (c) The execution, delivery and performance of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement and the Tax Compliance Certificate and the compliance by the Borrower with all of the provisions hereof and thereof are not in contravention of law or any unwaived provision of any mortgage, deed, instrument or undertaking to which the Borrower is a party or by which it or its property is bound. (d) This Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement and the Tax Compliance Certificate are valid, binding and enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. (e) The Borrower is not in default in any material respect under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument. The Borrower is not in default under any law, rule or regulation wherein such default could materially adversely affect the Borrower or the ability of the Borrower to perform its obligations under this Agreement. (f) The Project conforms in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction of the Project and all licenses and approvals the Borrower requires to operate its facilities have been obtained by appropriate state and federal agencies and departments or, if not obtained on the date of this Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained. (g) The Borrower shall own and operate the Project, or cause it to be operated, as an "industrial project for industry" within the meaning of the Act until the Bonds are no longer outstanding. (h) To the best of the knowledge of the Borrower, no authorizations, consents or approvals of governmental bodies or agencies are required in connection with the execution and delivery by the Borrower of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement or the Tax Compliance Certificate or in connection with the carrying out by the Borrower of its obligations under this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement or the Tax Compliance Certificate which have not been obtained or, if not obtained on the date of this Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained. (i) None of the proceeds of the Bonds shall be applied to any costs of the acquisition, construction, installation or equipping of the Project which were paid or incurred (within the meaning of Section 103 of the Code) prior to the date 60 days before the date on which the inducement resolution was adopted by the Issuer with respect to the Project. The Issuer adopted a resolution declaring official intent to finance the costs of the Project pursuant to Treas. Reg. 1. 150-2 not more than 60 days after the date on which the acquisition, construction, installation and equipping of the Project commenced. (j) The Borrower will comply with the provisions of Section 148 of the Code. The Borrower covenants, for the benefit of itself, the Issuer and the owners from time to time of the Bonds, that it will not cause or permit any proceeds of the Bonds to be invested in a manner contrary to the provisions of Section 148 of the Code and that it will assume compliance with such provisions on behalf of the Issuer (including, without limitation, performing required calculations, the keeping of proper records and the timely payment to the Department of the Treasury of the United States, in the name of the Issuer, all of amounts required to be so paid by Section 148 of the Code) and the Borrower shall follow the rebate instructions set forth in the Tax Compliance Certificate. (k) No event has occurred and no condition exists with respect to the Borrower that would constitute an "Event of Default" under this Agreement or that, with the lapse of time or the giving of notice or both, would become an "Event of Default" under this Agreement. (l) In connection with any lease or grant by the Borrower of the use of the Project, the Borrower shall require that any such lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in the Tax Compliance Certificate. (m) The Borrower shall on or prior to July 15 of each year deliver or cause the Trustee to deliver to the Issuer and the Local Government Commission a certificate stating the principal amount of the Bonds outstanding as of June 30 of such year and upon request of the Local Government Commission, a list of owners of the Bonds as of June 30.
Appears in 1 contract
Representations by the Borrower. As an inducement to the Issuer to issue the Bonds and Commission to make the Forgivable Loan to the Borrower, the Borrower makes the following representations, warranties and covenants:
(a) The Borrower has is a limited liability company, is duly organized, existing and in good standing under the authority and legal capacity to execute, deliver and perform this Agreement, laws of the Promissory Note, the Remarketing Agreement, the Placement Agreement, the Reimbursement Agreement and the Tax Compliance Certificate and to enter into and carry out the transactions contemplated by those documents; that execution, delivery and performance do notState of Indiana, and will not, violate any provision of law applicable is authorized to conduct business in the Borrower State and do not, and will not, conflict with or result every other state in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is boundnature of its business requires such authorization.
(b) There are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal which, if determined adversely to the Borrower, would materially and adversely affect the transactions contemplated by this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement, the Tax Compliance Certificate or the Indenture Forgivable Loan Agreement or which, in any way, would adversely affect the enforceability or validity of the Bonds, the Indenture, the Reimbursement Agreement, the Promissory Note, the Placement Agreement, the Remarketing Agreement or this Forgivable Loan Agreement or the ability of the Borrower to perform its obligations under this Forgivable Loan Agreement.
(c) The execution, delivery and performance of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Forgivable Loan Agreement and the Tax Compliance Certificate and the compliance by the Borrower with all of the provisions hereof and thereof are within its powers, have been duly authorized, and are not in contravention of law or of the terms of the Borrower’s Articles of Organization, or any unwaived provision of any mortgage, deed, instrument or undertaking to which the Borrower is a party or by which it or its property is bound.
(d) This Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Forgivable Loan Agreement and the Tax Compliance Certificate are is valid, binding and enforceable in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' ’ rights generally and general principles of equity.
(e) The Borrower is not in default in any material respect under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument. The Borrower is not in default under any law, rule or regulation wherein such default could materially adversely affect the Borrower or the ability of the Borrower to perform its obligations under this Forgivable Loan Agreement.
(f) The Project conforms in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction of the Project and all licenses and approvals the Borrower requires to operate its facilities have been obtained by appropriate state and federal agencies and departments or, if not obtained on the date of this Forgivable Loan Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained.
(g) The Borrower shall own and operate the Project, or cause it to be operated, as an "industrial project for industry" within the meaning of the Act until the Bonds are no longer outstanding.
(h) To the best of the knowledge of the Borrower, no authorizations, consents or approvals of governmental bodies or agencies are required in connection with the execution and delivery by the Borrower of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Forgivable Loan Agreement or the Tax Compliance Certificate or in connection with the carrying out by the Borrower of its obligations under this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Forgivable Loan Agreement or the Tax Compliance Certificate which have not been obtained or, if not obtained on the date of this Forgivable Loan Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained.
(i) None of the proceeds of the Bonds shall be applied to any costs of the acquisition, construction, installation or equipping of the Project which were paid or incurred (within the meaning of Section 103 of the Code) prior to the date 60 days before the date on which the inducement resolution was adopted by the Issuer with respect to the Project. The Issuer adopted a resolution declaring official intent to finance the costs of the Project pursuant to Treas. Reg.
1. 150-2 not more than 60 days after the date on which the acquisition, construction, installation and equipping of the Project commenced.
(j) The Borrower will comply with the provisions of Section 148 of the Code. The Borrower covenants, for the benefit of itself, the Issuer and the owners from time to time of the Bonds, that it will not cause or permit any proceeds of the Bonds to be invested in a manner contrary to the provisions of Section 148 of the Code and that it will assume compliance with such provisions on behalf of the Issuer (including, without limitation, performing required calculations, the keeping of proper records and the timely payment to the Department of the Treasury of the United States, in the name of the Issuer, all of amounts required to be so paid by Section 148 of the Code) and the Borrower shall follow the rebate instructions set forth in the Tax Compliance Certificate.
(k) No event has occurred and no condition exists with respect to the Borrower that would constitute an "Event of Default" under this Agreement or that, with the lapse of time or the giving of notice or both, would become an "Event of Default" under this Agreement.
(l) In connection with any lease or grant by the Borrower of the use of the Project, the Borrower shall require that any such lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in the Tax Compliance Certificate.
(m) The Borrower shall on or prior to July 15 of each year deliver or cause the Trustee to deliver to the Issuer and the Local Government Commission a certificate stating the principal amount of the Bonds outstanding as of June 30 of such year and upon request of the Local Government Commission, a list of owners of the Bonds as of June 30.
Appears in 1 contract
Samples: Forgivable Loan Agreement
Representations by the Borrower. As an inducement to the Issuer to issue the Bonds and to make the Loan to the Borrower, the The Borrower makes the following representations, warranties and covenantsrepresentations as the basis for its covenants herein:
(a1) The Borrower is a Minnesota nonprofit corporation duly incorporated and in good standing under the laws of the State of Minnesota, is duly authorized to conduct its business in all states where its activities require such authorization, has the authority and legal capacity power to execute, deliver and perform enter into this Agreement, the Promissory Note, the Remarketing Environmental Indemnification Agreement, the Placement Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Mortgage and to use the Project for the purpose set forth in this Agreement and by proper corporate action has authorized the execution and delivery of this Agreement, the Reimbursement Agreement Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Tax Compliance Certificate Mortgage;
(2) The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from tax under Section 501(a) of the Code. The Borrower is not a “private foundation” as defined in Section 509(a) of the Code. Not more than five percent (5%) of the proceeds of the Note will be used, directly or indirectly, to enter into finance or refinance property used in an unrelated trade or business of the Borrower determined by applying Section 513(a) of the Code or in the trade or business of any person other than an organization described in Section 501(c)(3) of the Code. There is no action, proceeding or investigation pending or threatened by the Internal Revenue Service or authorities of the State of Minnesota which, if adversely determined, might result in a modification of the status of the Borrower as an organization described in Section 501(c)(3) of the Code;
(3) The execution and carry out delivery of this Agreement, the Disbursing Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, and the Mortgage; the consummation of the transactions contemplated by those documentsthereby; that execution, delivery and performance the fulfillment of the terms and conditions thereof do not, not and will not, violate any provision of law applicable to the Borrower and do not, and will not, not conflict with or result in a default under breach of any of the terms or conditions of the Borrower’s articles of incorporation, its bylaws, any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or to which any property of the Borrower is bound.
(b) There are no actionssubject, suitsand do not and will not constitute a default under any of the foregoing or a violation of any order, proceedingsdecree, inquiries statute, rule or investigations pendingregulation of any court or of any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Facility, and do not and will not result in the creation or to imposition of any lien, charge or encumbrance of any nature upon any of the knowledge property or assets of the Borrower threatened, against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal which, if determined adversely contrary to the Borrower, would materially and adversely affect the transactions contemplated by this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement, the Tax Compliance Certificate or the Indenture or which, in any way, would adversely affect the enforceability or validity of the Bonds, the Indenture, the Reimbursement Agreement, the Promissory Note, the Placement Agreement, the Remarketing Agreement or this Agreement or the ability of the Borrower to perform its obligations under this Agreement.
(c) The execution, delivery and performance of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement and the Tax Compliance Certificate and the compliance by the Borrower with all of the provisions hereof and thereof are not in contravention of law or any unwaived provision terms of any mortgage, deed, instrument or undertaking agreement to which the Borrower is a party or by which it or its property is bound.;
(d4) This As of the date hereof, the use of the Facility as designed and to be operated complies, in all material respects, with all presently applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the federal government and the State of Minnesota and the respective agencies thereof and the political subdivisions in which the Project is located. The Borrower has obtained, or will obtain in a timely manner, all necessary and material approvals of and licenses, permits, consents and franchises from federal, state, county, municipal or other governmental authorities having jurisdiction over the Facility to operate the Facility and to enter into, execute and perform its obligations under this Agreement, the Promissory Disbursing Agreement, and the Mortgage; and no violation of any local ordinance, laws, regulation or requirement exists with respect to the Land;
(5) The proceeds of the Note, together with the Reimbursement AgreementEquity Injection and any other funds to be contributed to the Facility by the Borrower, the Placement Agreementincluding Capital Campaign Contributions, the Remarketing Agreement and the Tax Compliance Certificate are valid, binding and enforceable or otherwise in accordance with their termsthis Agreement, except will be sufficient to pay the cost of the Project in a manner suitable for use as enforceability may an educational facility, and all costs and expenses incidental thereto, and the proceeds of the Note will be limited by bankruptcy, insolvency, reorganization, moratorium used only for the purposes contemplated hereby and other laws affecting creditors' rights generally and general principles of equity.allowable under the Act;
(e6) Comparable private financing for the Project was not found by the Borrower to be reasonably available, and the Project is economically more feasible with the availability of the financing herein authorized;
(7) The Borrower is not in the trade or business of selling properties such as the Facility and is undertaking the Project for investment purposes only or otherwise for use by the Borrower in its trade or business, and therefore the Borrower has no intention now or in the foreseeable future to voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Facility;
(8) There are no actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any property of the Borrower in any court or before any federal, state, municipal or other governmental agency, which, if decided adversely to the Borrower would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower; and the Borrower is not in default with respect to any order of any court or governmental agency;
(9) The Borrower is not in default in the payment of the principal of or interest on any material respect under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument. The Borrower is not indebtedness for borrowed money nor in default under any lawinstrument or agreement under and subject to which any indebtedness for borrowed money has been issued;
(10) The Borrower has filed all federal and state income tax returns which, rule or regulation wherein such default could materially adversely affect to the knowledge of the officers of the Borrower, are required to be filed and has paid all taxes shown on said returns and all assessments and governmental charges received by the Borrower to the extent that they have become due;
(11) No public official of the City has either a direct or indirect financial interest in this Agreement nor will any public official either directly or indirectly benefit financially from this Agreement;
(12) The Borrower has approved the ability terms and conditions of the Note;
(13) The Borrower intends to operate the Facility as a private high school facility until the date on which the entire Principal Balance of the Note has been fully paid and is no longer outstanding;
(14) Each document executed by the Borrower in connection with the Loan constitutes the legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors’ rights generally);
(15) The financial statements of the Borrower heretofore furnished to perform its obligations under this Agreement.
(f) The Project conforms the Lender are complete and correct in all material respects with all applicable zoning, planning, building, environmental and other regulations fairly present the financial condition of the governmental authorities having jurisdiction of the Project and all licenses and approvals the Borrower requires to operate its facilities have been obtained by appropriate state and federal agencies and departments or, if not obtained on at the date of this Agreementsuch statement. Since the most recent set of financial statements delivered by the Borrower to the Lender, are expected to be obtained there have been no material adverse changes in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained.
(g) The Borrower shall own and operate the Project, or cause it to be operated, as an "industrial project for industry" within the meaning of the Act until the Bonds are no longer outstanding.
(h) To the best of the knowledge financial condition of the Borrower;
(16) No consent, no authorizationsapproval, consents order or approvals of authorization of, or registration, declaration, or filing with, or notice to, any governmental bodies authority or agencies are any third party is required in connection with the execution and delivery by the Borrower of this Agreement, or any of the Promissory Note, agreements or instruments herein mentioned or related hereto to which the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement Borrower is a party or the Tax Compliance Certificate or in connection with the carrying out by or performance of any of the Borrower of its obligations under this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement transactions required or the Tax Compliance Certificate which have not been obtained contemplated hereby or thereby or, if not obtained on the date of this Agreementrequired, are expected to be obtained in the normal course of business at such consent, approval, order or prior to the time such authorizationsauthorization has been (or, consents or approvals are required to be obtained.
(i) None of the proceeds of the Bonds shall be applied to any costs of the acquisition, construction, installation or equipping of the Project which were paid or incurred (within the meaning of Section 103 of the Code) prior to the date 60 days before the date on which the inducement resolution was adopted by the Issuer with respect to the Project. The Issuer adopted a resolution declaring official intent to finance the costs filing of the Project pursuant to Treas. Reg.
1. 150-2 not more than 60 days after Form 8038 with the date on which Internal Revenue Service and obtaining a building permit from the acquisitionCity of Chaska, constructionMinnesota and any permits or approvals required by Carver County, installation and equipping of the Project commenced.Minnesota, will be) obtained or such registration, declaration or filing has been or will be accomplished or such notice has been or will be given;
(j17) The Borrower has good title to the Land, free and clear of all mortgages, liens and encumbrances, except the Permitted Encumbrances (as described in the Mortgage). When timely and properly recorded, the Mortgage will comply constitute a valid and perfected first mortgage lien on the Land;
(18) After Project Completion, the Land and Facility will be in substantial compliance with the provisions accessibility guidelines set forth in Title III of Section 148 The Americans with Disabilities Act of 1990, as the Code. The Borrower covenants, for the benefit of itself, the Issuer and the owners same may be amended from time to time time, and any rules and regulations promulgated thereunder (the “ADA”);
(19) Denominational adherence is not required for employment at the Project; and
(20) No portion of the Bonds, that it will not cause or permit any facilities being financed with proceeds of the Bonds to Note is designed for or shall be invested used in whole or in part as a manner contrary to the provisions of Section 148 of the Code and that it will assume compliance place for devotional activities, religious worship or sectarian education, instruction, or indoctrination, which sectarian facilities have been financed with such provisions on behalf of the Issuer (including, without limitation, performing required calculations, the keeping of proper records and the timely payment to the Department of the Treasury of the United States, in the name of the Issuer, all of amounts required to be so paid by Section 148 of the Code) and the Borrower shall follow the rebate instructions set forth in the Tax Compliance Certificate.
(k) No event has occurred and no condition exists with respect other funds available to the Borrower that would constitute an "Event of Default" under this Agreement or that, with the lapse of time or the giving of notice or both, would become an "Event of Default" under this Agreement.
(l) In connection with any lease or grant by the Borrower and not from proceeds of the use of the Project, the Borrower shall require that any such lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in the Tax Compliance CertificateNote.
(m) The Borrower shall on or prior to July 15 of each year deliver or cause the Trustee to deliver to the Issuer and the Local Government Commission a certificate stating the principal amount of the Bonds outstanding as of June 30 of such year and upon request of the Local Government Commission, a list of owners of the Bonds as of June 30.
Appears in 1 contract
Samples: Loan Agreement
Representations by the Borrower. As an inducement to the Issuer to issue the Bonds and Commission to make the [Forgivable] Loan to the Borrower, the Borrower makes the following representations, warranties and covenants:
(a) The Borrower has is a [corporation][limited liability company][governmental entity], is duly organized, existing and in good standing under the authority and legal capacity to execute, deliver and perform this Agreement, laws of the Promissory Note, the Remarketing Agreement, the Placement Agreement, the Reimbursement Agreement and the Tax Compliance Certificate and to enter into and carry out the transactions contemplated by those documents; that execution, delivery and performance do notState of Indiana, and will not, violate any provision of law applicable is authorized to conduct business in the Borrower State and do not, and will not, conflict with or result every other state in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is boundnature of its business requires such authorization.
(b) There are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal which, if determined adversely to the Borrower, would materially and adversely affect the transactions contemplated by this Loan Agreement, the Promissory [Forgivable] Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement, the Tax Compliance Certificate [or the Indenture Collateral] or which, in any way, would adversely affect the enforceability or validity of the Bonds, the Indenture, the Reimbursement Agreement, the Promissory [Forgivable] Note, this Loan Agreement [or the Placement Agreement, the Remarketing Agreement or this Agreement Collateral] or the ability of the Borrower to perform its obligations under this Agreement.
(c) The execution, delivery and performance of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Loan Agreement and the Tax Compliance Certificate [Forgivable] Note and the compliance by the Borrower with all of the provisions hereof and thereof are within its powers, have been duly authorized, and are not in contravention of law or of the terms of the Borrower’s [Articles of] [Incorporation][Organization][governing statutes], or any unwaived provision of any mortgage, deed, instrument or undertaking to which the Borrower is a party or by which it or its property is bound.
(d) This Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Loan Agreement and the Tax Compliance Certificate [Forgivable] Note are valid, binding and enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity.
(e) The Borrower is not in default in any material respect under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument. The Borrower is not in default under any law, rule or regulation wherein such default could materially adversely affect the Borrower or the ability of the Borrower to perform its obligations under this Loan Agreement.
(f) The Project conforms in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction of the Project and all licenses and approvals the Borrower requires to operate its facilities have been obtained by appropriate state and federal agencies and departments or, if not obtained on the date of this Loan Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained.
(g) The Borrower shall own and intends to cause the Project to operate at all times during the Project, or cause it term of this Loan Agreement in a manner consistent with the representations made by the Borrower in its application submitted to be operated, the Commission as an "industrial project for industry" within the meaning part of the Act until the Bonds are no longer outstandingProgram.
(h) To the best of the knowledge of the Borrower, no authorizations, consents or approvals of governmental bodies or agencies are required in connection with the execution and delivery by the Borrower of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Loan Agreement or the Tax Compliance Certificate or in connection with the carrying out by the Borrower of its obligations under this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Loan Agreement or the Tax Compliance Certificate which have not been obtained or, if not obtained on the date of this Loan Agreement, are expected to be obtained in the normal course of business at or prior to the time such authorizations, consents or approvals are required to be obtained.
(i) None of the proceeds of the Bonds shall be applied to any costs of the acquisition, construction, installation or equipping of the Project which were paid or incurred (within the meaning of Section 103 of the Code) prior to the date 60 days before the date on which the inducement resolution was adopted by the Issuer with respect to the Project. The Issuer adopted a resolution declaring official intent to finance the costs of the Project pursuant to Treas. Reg.
1. 150-2 not more than 60 days after the date on which the acquisition, construction, installation and equipping of the Project commenced.
(j) The Borrower will comply with the provisions of Section 148 of the Code. The Borrower covenants, for the benefit of itself, the Issuer and the owners from time to time of the Bonds, that it will not cause or permit any proceeds of the Bonds to be invested in a manner contrary to the provisions of Section 148 of the Code and that it will assume compliance with such provisions on behalf of the Issuer (including, without limitation, performing required calculations, the keeping of proper records and the timely payment to the Department of the Treasury of the United States, in the name of the Issuer, all of amounts required to be so paid by Section 148 of the Code) and the Borrower shall follow the rebate instructions set forth in the Tax Compliance Certificate.
(k) No event has occurred and no condition exists with respect to the Borrower that would constitute an "“Event of Default" ” under this Loan Agreement or that, with the lapse of time or the giving of notice or both, would become an "“Event of Default" ” under this Loan Agreement.
(l) In connection with any lease or grant by the Borrower of the use of the Project, the Borrower shall require that any such lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in the Tax Compliance Certificate.
(mj) The Borrower shall on or prior to July 15 of each year deliver or cause is a governmental entity with territory within the Trustee to deliver to the Issuer and the Local Government Commission a certificate stating the principal amount of the Bonds outstanding as of June 30 of such year and upon request of the Local Government Commission, a list of owners of the Bonds as of June 30Town.]
Appears in 1 contract
Samples: Loan Agreement
