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

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(1) As of the date hereof,the use of the Project as designed and proposed to be operated complies,to the best of the Borrower's knowledge,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 and the respective agencies thereof and the political subdivisions in which the Project is located. The Borrower has or has caused to be obtained or will obtain or will cause to be obtained all necessary and material approvals and licenses, permits, consents and franchises from federal, state, country, municipal or other governmental authorities having jurisdiction over the Project and to enter into, execute and perform its obligations under this Agreement. (m) There is no litigation pending, or to the best of the Borrower's knowledge threatened affecting the ability of the Borrower to operate the Project Facilities or of the Borrower to carry out the terms of this Agreement, the Mortgage or the Subordinate Mortgage. (n) To the best knowledge of the Borrower, no member of the City Council or other officer or employee of the City or the City had any direct or indirect interest in this Agreement,the Series 2001 Bonds,the Project or any contract, agreement or job hereby contemplated to be entered into or undertaken in connection therewith. (o) There are no liens or encumbrances on the Project Facilities except Permitted Encumbrances. (p) The Official Statement relating to the issue and sale of the Series 2001 Bonds does not contain any untrue statement of a material fact required to be set forth therein or necessary in order to make the statements contained therein not misleading. (q) The Borrower has reviewed the Indenture and hereby approves its provisions, consents to its terms and agrees to abide by and perform all specific covenants and obligations contained in the Indenture that are therein(or elsewhere) specifically made, or which may become applicable to the Borrower. (r) The Borrower covenants that it will comply with all provisions of the Act,including without limitation any notice and filing requirements imposed under the Act. (s) The recitals in this Agreement and the recitals in the Indenture are true and correct. Section 2.03 Tax Representations and Covenants of the Borrower. As of the Date of Issuance of the Series 2001 Bonds,the Borrower represents or covenants,as the case may be,the following matters, understanding and acknowledging, after such consultation with such legal counsel as deemed appropriate, that the exclusion from gross income of interest on the Series 2001 Tax-Exempt Bonds for federal income tax purposes is dependent on the accuracy and truthfulness of such representations of the Borrower and compliance with such covenants: (a) All property to be provided by the proceeds of the Series 2001 Tax-Exempt Bonds will constitute a part of the Project Facilities. (b) So long as any Series 2001 Tax-Exempt Bonds are outstanding,the owner of the Project Facilities shall be a 501(c)(3) Organization, a limited liability company -13-