Common use of Representations by the Borrower Clause in Contracts

Representations by the Borrower. The Borrower represents and covenants that: (a) Each Borrower is an entity duly organized or incorporated and in good standing under the laws of the state in which it is organized and properly registered to do business in the State and the other states in which each such Borrower operates, has power to enter into and to perform and observe the covenants and agreements on its part contained in the Financing Documents and by proper action has duly authorized the execution and delivery of the Financing Documents. (b) Neither the execution and delivery of this Agreement and the other Financing Documents, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the other Financing Documents violates any law or conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default under any of the foregoing (or, if there are any conflicts, breaches or defaults, such have been duly waived by the other parties thereto or a duly authorized representative thereof). (c) The total cost of the Project that is payable from proceeds of the Bonds is hereby determined to be not less than $160,000,000, and the financing of such cost by the County will assist the Borrower in providing facilities for the operations of the Borrower. (d) The total cost of the Taxable Series 2022 Project that is payable from proceeds of the Series 2022 Bonds is hereby determined to be not less than $135,000,000, and the financing of such cost by the County will assist the Borrower in providing facilities for the operations of the Borrower. (e) The Borrower intends to operate the Financed Property as a “Project” within the meaning of the Act and has complete lawful authority to operate the Financed Property. (f) The Loan Payments due under this Agreement are in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds; and this Agreement requires the Borrower to pay all costs of maintenance, repair, taxes, payments in lieu of taxes, assessments, insurance premiums, trustee’s fees and all other expenses relating to the Collateral Property, so that the County will not incur any expenses on account of such Collateral Property, other than those that are covered by the payments by the Borrower provided for herein. (g) There are no actions, suits or proceedings or investigations pending or, to the best of the knowledge of the officer executing this Agreement, threatened against the Borrower or the Property of the Borrower or involving the enforceability of the Bonds, this Agreement, the other Financing Documents or the Indenture, at law or in equity, or before or by any governmental authority, except actions which, if adversely determined, would not materially impair the ability of the Borrower to perform its obligations under this Agreement, and to cause to be paid any amounts which may become payable under this Agreement. None of the Borrowers is in default in any material respect under any mortgage, deed of trust, lease, loan or credit agreement, partnership agreement or other instrument to which any Borrower is a party or by which it is bound.

Representations by the Borrower. The Borrower represents and covenants that: (a) Each Borrower is an entity duly organized or incorporated and in good standing under the laws of the state in which it is organized and properly registered to do business in the State and the other states in which each such Borrower operates, has power to enter into and to perform and observe the covenants and agreements on its part contained in the Financing Documents and by proper action has duly authorized the execution and delivery of the Financing Documents. (b) Neither the execution and delivery of this Agreement and the other Financing Documents, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the other Financing Documents violates any law or conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default under any of the foregoing (or, if there are any conflicts, breaches or defaults, such have been duly waived by the other parties thereto or a duly authorized representative thereof). (c) The total cost of the Project that is payable from proceeds of the Bonds is hereby determined to be not less than $160,000,000, and the financing of such cost by the County will assist the Borrower in providing facilities for the operations of the Borrower. (d) The total cost of the Taxable Series 2022 Project that is payable from proceeds of the Series 2022 Bonds is hereby determined to be not less than $135,000,000, ; the total cost of the Taxable Series 2022 Project that is payable from proceeds of the Series 2022B Bonds is hereby determined to be not less than $25,000,000; and the financing of such cost costs by the County will assist the Borrower in providing facilities for the operations of the Borrower. (e) The Borrower intends to operate the Financed Property as a “Project” within the meaning of the Act and has complete lawful authority to operate the Financed Property. (f) The Loan Payments due under this Agreement are in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds; and this Agreement requires the Borrower to pay all costs of maintenance, repair, taxes, payments in lieu of taxes, assessments, insurance premiums, trustee’s fees and all other expenses relating to the Collateral Property, so that the County will not incur any expenses on account of such Collateral Property, other than those that are covered by the payments by the Borrower provided for herein. (g) There are no actions, suits or proceedings or investigations pending or, to the best of the knowledge of the officer executing this Agreement, threatened against the Borrower or the Property of the Borrower or involving the enforceability of the Bonds, this Agreement, the other Financing Documents or the Indenture, at law or in equity, or before or by any governmental authority, except actions which, if adversely determined, would not materially impair the ability of the Borrower to perform its obligations under this Agreement, and to cause to be paid any amounts which may become payable under this Agreement. None of the Borrowers is in default in any material respect under any mortgage, deed of trust, lease, loan or credit agreement, partnership agreement or other instrument to which any Borrower is a party or by which it is bound.