|
by the Loan Agreement; and (v) the Issuer Documents have been duly and validly adopted by the Issuer
<br /> and are at the time of acceptance thereof in full force and effect;
<br /> (d) The Issuer, with respect to the Bonds, has not received notice that it is in material breach
<br /> of or default under any applicable law or administrative regulation of the State, any department, division,
<br /> agency or instrumentality thereof, or the United States or any applicable judgment or decree or any loan
<br /> agreement, note, resolution, certificate, agreement or other instrument to which the Issuer is a party or is
<br /> otherwise subject; and the adoption of the Bond Resolution and the execution and delivery of the Loan
<br /> Agreement, the Bonds, the other Issuer Documents and all other documents to be executed by the Issuer
<br /> in connection with the issuance of the Bonds, and compliance with the provisions of each thereof do not,
<br /> to the Issuer's knowledge, conflict with or constitute a material breach of or default under any applicable
<br /> law or administrative regulation of the State, any department, division, agency or instrumentality thereof,
<br /> or the United States or any applicable judgment or decree, or any loan agreement, note, resolution,
<br /> certificate,agreement or other instrument to which the Issuer is a party or is otherwise subject;
<br /> (e) All approvals, consents, and orders of any governmental authority, board, agency or
<br /> commission having jurisdiction which would constitute a condition precedent to the performance by the
<br /> Issuer,of its obligations under the Loan Agreement and under the Bond Resolution, the Issuer Documents
<br /> and the Bonds and all other documents to be executed by the Issuer in connection with the issuance of the
<br /> Bonds have been obtained;
<br /> (f) The Issuer will not take or omit to take any action, which action or omission will
<br /> adversely affect the exclusion from gross income for federal income tax purposes of the interest on the
<br /> Bonds under the Code;
<br /> (g) The Bonds, when delivered and sold to the Bondholders as provided in the Loan
<br /> Agreement, will have been duly authorized and executed and will constitute validly issued and binding
<br /> limited obligations of the Issuer in conformity with,and entitled to the benefit and security of,the Act and
<br /> the Issuer Documents; and
<br /> (h) The Issuer agrees that all representations, warranties and covenants made by it in the
<br /> Loan Agreement, and in certificates, agreements or other instruments delivered pursuant thereto or in
<br /> connection therewith, shall be deemed to have been relied upon by the Holders, and that all
<br /> representations, warranties and covenants made by the Issuer therein and all the Holders' rights
<br /> thereunder shall survive the delivery of the Bonds.
<br /> Representations and Covenants of the Borrower
<br /> In the Loan Agreement,the Borrower represents and covenants that:
<br /> (a) It is a limited liability company duly formed and validly existing under the laws of the
<br /> State of Indiana;
<br /> (b) It has full power and authority to execute, deliver and perform the Loan Agreement, the
<br /> Note and the Regulatory Agreement and to enter into and carry out the transactions contemplated by those
<br /> documents. That execution, delivery and performance do not, and will not, violate any provision of law
<br /> applicable to the Borrower and do not, and will not, conflict with or result in a default under any
<br /> agreement or instrument to which the Borrower is a party or by which it is bound. The Loan Agreement,
<br /> the Note and the Regulatory Agreement have, by proper action, been duly authorized, executed and
<br /> delivered by the Borrower and all steps necessary have been taken to constitute the Loan Agreement, the
<br /> Note and the Regulatory Agreement valid and binding obligations of the Borrower;
<br /> -26-
<br />
|