11-14-01 2. LOAN AGREEMENT - Laserfiche WebLink

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ARTICLE II REPRESENTATIONS,ETC. Section 2.01 Representations by the City. As of the Date of Issuance of the Series 2001 Bonds,the City represents to the Borrower: (a) The City is a municipal corporation duly organized and validly existing under the laws of the State. (b) On May 14, 2001, the City held a hearing during a meeting of the City Council, duly called and convened,to consider adoption of the Program under the Act and the granting of preliminary authorization for the Project.Such meeting and hearing were open to the public, all who were present at the hearing were offered the opportunity to speak on the matter. (c) Following the hearing, the City Council adopted the Program and granted preliminary authorization for the Project,while a quorum was in attendance. (d) On October 22, 2001, the City, at a meeting of the City Council, duly called and convened,granted final authorization for the Project and provided for the issuance of the Series 2001 Bonds and the City's execution of the Indenture, the Loan Agreement,the Bond Purchase Agreement, and the various assignments, while a quorum was in attendance. (e) There is no litigation pending or,to the actual knowledge of the City threatened, against the City, questioning the City's execution and delivery of the Series 2001 Bonds, or this Agreement, the Indenture, the Mortgage, the Subordinate or the mortgage assignments or questioning the powers or authority of the City under the Act,or questioning the corporate existence or boundaries of the City or the title of any of the present officers of the City to their respective offices. (f) The City's execution and delivery of the Indenture and the Loan Agreement and the assignment to the Trustee of the Mortgage and the Subordinate Mortgage do not violate any agreement or any court order or judgment in any litigation to which the City is a party or by which it is bound. (g) The Series 2001A Bonds and the Subordinate Bonds are designated as qualified tax-exempt obligations under Section 265 (b) (3) of the Code. Section 2.02 Representations,Warranties and Covenants by the Borrower. As of the Date of Issuance of the Series 2001 Bonds,the Borrower represents to the City: (a) The Borrower is a limited liability company duly organized, in good standing and existing as a limited liability company under the laws of the State,and the Borrower has full power and authority to undertake its actions and responsibilities as contemplated by this Agreement. -11-