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sufficient to meet the financial projections contained in the Base Case Financial Model (or any
<br />Updated Financial Model, to the extent any Updated Financial Model has been approved by the
<br />WIFIA Lender). The Borrower is not in default (and no event has occurred and is continuing that,
<br />with the giving of notice or the passage of time or both, could constitute a default) with respect to
<br />any Governmental Approval, which default could reasonably be expected to result in a Material
<br />Adverse Effect.
<br />(g)Security Interests. (i) The Bond Authorization Documents and Chapter 166,
<br />Part II, Florida Statutes, establish, and (ii) the Borrower has taken all necessary action to pledge,
<br />assign, and grant, in each case in favor of the WIFIA Lender, legal, valid, binding and enforceable
<br />Liens on the Pledged Funds purported to be created, pledged, assigned, and granted pursuant to
<br />and in accordance with the Bond Authorization Documents, irrespective of whether any Person
<br />has notice of the pledge and without the need for any physical delivery, recordation, filing, or
<br />further act. Such Liens are in full force and effect and are not subordinate or junior to any other
<br />Liens in respect of the Pledged Funds, and not pari passu with any Obligations other than the
<br />Bonds. The Borrower is not in breach of any covenants set forth in Section 14(b) (Affirmative
<br />Covenants – Securing Liens) or in the Bond Authorization Documents with respect to the matters
<br />described in Section 14(b) (Affirmative Covenants – Securing Liens). As of the Effective Date and
<br />as of each other date this representation and warranty is made, (x) all documents and instruments
<br />have been recorded or filed for record in such manner and in such places as are required and all
<br />other action as is necessary or desirable has been taken to establish a legal, valid, binding, and
<br />enforceable Lien on the Pledged Funds in favor of the WIFIA Lender and all other Bondholders
<br />to the extent contemplated by the Bond Authorization Documents, and (y) all taxes and filing fees
<br />that are due and payable in connection with the execution, delivery or recordation of any Bond
<br />Authorization Documents or any instruments, certificates or financing statements in connection
<br />with the foregoing, have been paid. Neither the attachment, validity, enforceability nor priority of
<br />the security interest in the Pledged Funds granted pursuant to the Bond Authorization Documents
<br />is governed by Article 9 of the UCC.
<br />(h)No Debarment. The Borrower has fully complied with its verification
<br />obligations under 2 C.F.R. § 180.320 and confirms, based on such verification, that, to its
<br />knowledge, neither the Borrower nor any of its principals (as defined in 2 C.F.R. § 180.995 and
<br />supplemented by 2 C.F.R § 1532.995) is debarred, suspended or voluntarily excluded from
<br />participation in Government contracts, procurement or non-procurement matters or delinquent on
<br />a Government debt as more fully set forth in the certificate delivered pursuant to Section 11(a)(vi)
<br />(Conditions Precedent – Conditions Precedent to Effectiveness).
<br />(i)Accuracy of Representations and Warranties. The representations,
<br />warranties and certifications of the Borrower set forth in this Agreement and the other Related
<br />Documents are true, correct, and complete, except to the extent such representations and warranties
<br />expressly relate to an earlier date (in which case, such representations and warranties shall be true,
<br />correct, and complete as of such earlier date).
<br />(j)Compliance with Laws.
<br />(i)The Borrower, and each of its contractors and subcontractors at all
<br />tiers with respect to the Project, has complied with all applicable laws, rules, regulations
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