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HomeMy WebLinkAboutBORROWER GEN CERT 36. BORROWER GENERAL CERTIFICATE The undersigned individual hereby certifies that he is duly authorized to execute and deliver this Certificate on behalf of Orono Senior Housing,LLC,a Minnesota limited liability company(the "Borrower"), and the undersigned further certifies on behalf of himself and the Borrower that: 1. The Borrower is a Minnesota limited liability company validly existing, in good standing, and qualified to do business under the laws of the State of Minnesota. Attached as EXHIBIT A is a Certificate of Organization for the Borrower and a Certificate of Good Standing. No proceedings for dissolution of the Borrower have been initiated since the date of the Certificates. 2. EXHIBIT B hereto is a true and correct copy of the Articles of Organization of the Borrower,with all amendments,which Articles of Organization are now in full force and effect and have been in full force and effect since the date of the Resolution discussed herein. 3. EXHIBIT C hereto is a true and correct copy of the Operating Agreement of the Borrower, with all amendments, duly adopted by the Board of Governors of the Borrower, which Operating Agreement are now in full force and effect and have been in full force and effect since the date of the Resolution discussed herein. 4. EXHIBIT D hereto is a true and correct copy of a Resolution of the Board of Governors of the Borrower (the "Resolution") relating to the issuance by the City of Orono, Minnesota(the "Issuer")of its Senior Housing Revenue Bonds(Orono Woods Apartment Project), Series 2001 (the"Bonds")and approving and authorizing the execution and delivery of agreements and other documents on behalf of the Borrower related thereto, which Resolution has not been revoked or amended and is still in full force and effect 5. Each of the followinghas been dulyauthorized, executed and delivered bythe Borrower: (i) a Loan Agreement, dated as of November 1, 2001, between the Borrower and the Issuer, (ii) a Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents,dated as ofNovember 1,2001,from the Borrower to the Issuer,(iii) a Subordinate Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001, from the Borrower to the Issuer, (iv)a Continuing Disclosure Agreement,dated as of November 1,2001,between the Borrower and U.S. Bank Trust National Association (the "Trustee"), (v) a Disbursing Agreement, dated as of November 1,2001, among the Borrower,the Trustee and the Disbursing Agent named therein,(vi) a Bond Purchase Agreement, dated , 2001, among the Borrower, Wedum Foundation (the"Sponsor"),the Issuer, and Miller Johnson Steichen Kinnard,Inc. (the"Underwriter"),(vii)an Assignment of Construction and Architect's Contracts between the Borrower and the Trustee,(viii) a Development Agreement,dated as of November 1,2001,among the Borrower,the Issuer,and the Orono Housing and Redevelopment Authority (the "HRA"), (ix) a Ground Lease, dated as of November 1, 2001, between the Borrower and the HRA, (x) an Assignment of Note, dated as of November 1, 2001, from the Borrower to the Trustee, (xi) a Development Agreement, dated as of November 1, 2001, between the Borrower and Dunbar Development Corporation, (xii) an Assignment of Development Agreement from the Borrower to the Trustee, (xiii) a Management Agreement, dated as of November 1, 2001, between the Borrower and Great Lakes Management Company, and(xiv) an Assignment of Management Agreement from the Borrower to the Trustee (collectively the foregoing agreements or instruments and any other documents, instruments, certificates or notices executed by or on behalf of the Borrower prior hereto or concurrent herewith in connection with the foregoing agreements or instruments are hereinafter referred to as the "Borrower Documents".Such Borrower Documents have not been amended,nor has any action been taken by the officers of the Borrower or otherwise for the purpose of effecting any further amendment or modification or for dissolving or liquidating the Borrower. 6. The Borrower has all legal power and authority necessary to authorize, execute, deliver and perform each Borrower Document. Each person who executed each of the Borrower Documents for the Borrower was qualified, authorized and acting on behalf of the Borrower at the time of the execution thereof, and the signature of each such person appearing on such documents is the genuine signature of such person. Each Borrower Document is a valid and binding agreement of the Borrower,enforceable in accordance with its terms,except as enforcement may be limited by bankruptcy,insolvency or other proceedings affecting the rights of creditors,generally,and principles of equity. 7. The Borrower has complied with all the covenants and satisfied all the conditions to be performed or satisfied by the Borrower on or prior to the date hereof in accordance with the Borrower Documents,and the representations and warranties of the Borrower contained in the Bond Purchase Agreement and in each of the Borrower Documents were true and correct as of the date made and are true and correct as of the date hereof. The Borrower is not in default under any of the Borrower Documents. 8. The insurance coverage maintained by the Borrower satisfies the requirements of the Borrower Documents. A certificate of insurance evidencing such coverage is set forth in EXHIBIT E hereto. 9. Neither the execution and delivery by the Borrower of any Borrower Document, compliance by the Borrower with the provisions thereof nor the consummation by the Borrower of transactions therein contemplated will conflict with or result in a breach of a default under any law, the Borrower's Articles of Organization or the Operating Agreement, or any indenture, lease, loan agreement,mortgage,contract or other agreement to which the Borrower is a party or by which the Borrower or any of its property is otherwise bound or subject. 10. There is no litigation or other legal proceedings of any nature pending,or to the best knowledge of the Borrower,threatened which could adversely affect the validity or security of the Bonds or the execution or delivery of or the performance and observance by the Borrower of its obligations under any Borrower Document. 2 11. There are no proceedings pending, or to the best of knowledge of the undersigned, threatened,contemplating the liquidation or dissolution of the Borrower or threatening its existence. 12. No further approval,consent,or withholding of objection(other than compliance with state Blue Sky laws or regulations)on the part of any administrative or regulatory body,federal,state, or local, is required in connection with the issuance and sale of the Bonds, or the execution and delivery of the Borrower Documents. 13. The information concerning the Borrower and the Project (as defined in the Loan Agreement described above)submitted by the Borrower to the Trustee,the Underwriter or the Issuer and the information in the Official Statement, dated ,2001, does not contain any untrue statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of the date hereof. 14. The Borrower has approved the Official Statement and has duly authorized by all necessary action the use of the Official Statement by the Underwriter in the offering and sale of the Bonds. 15. The Borrower has received, reviewed, and approved as to form and substance the Indenture of Trust, dated as of November 1, 2001, between the Issuer and the Trustee,prescribing the form and terms of the Bonds. 16. Any of the person(s) named below are authorized to act as a representative and signatory of the Borrower for purposes of the Borrower Documents: Name Title Signature James Cooper Governor/Chief Manager Shawn Beus Secretary [Remainder of Page Intentionally Blank] 3 • Dated this 29th day of November, 2001. ORONO SENIOR HOUSING,LLC By Its Error!Unknown document property name. [Signature Page to Borrower General Certificate] 4