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System (including the Project), in each case as is necessary and sufficient as of the date this <br />representation is made for the construction, operation, maintenance and repair of the System <br />(including the Project). As of any date on which this representation and warranty is made, the <br />Principal Project Contracts then in effect and the Governmental Approvals that have been obtained <br />and are then in full force and effect create rights in the Borrower sufficient to enable the Borrower <br />to own, construct, operate, maintain and repair the Project and to perform its obligations under the <br />Principal Project Contracts to which it is a party. <br />(r)Insurance. The Borrower is in compliance with all insurance obligations <br />required under each Principal Project Contract and the other Related Documents as of the date on <br />which this representation and warranty is made. To the extent the Borrower self-insures, the <br />Borrower’s self-insurance program is actuarially sound and the Borrower has received an opinion <br />from an accredited actuary within the last twelve (12) months, which opinion confirms that the <br />Borrower’s self-insurance program is actuarially sound. <br />(s)No Liens. Except for Permitted Liens, the Borrower has not created, and is <br />not under any obligation to create, and has not entered into any transaction or agreement that would <br />result in the imposition of, any Lien on the Pledged Funds, the System, the Project, the System <br />Revenues, or the properties or assets in relation to the Project. <br />(t)Financial Statements. Each income statement, balance sheet and statement <br />of operations and cash flows (collectively, “Financial Statements”) delivered to the WIFIA <br />Lender pursuant to Section 16(b) (Reporting Requirements –Annual Financial Statements) has <br />been prepared in accordance with GAAP and presents fairly, in all material respects, the financial <br />condition of the Borrower as of the respective dates of the balance sheets included therein and the <br />results of operations of the Borrower for the respective periods covered by the statements of <br />income included therein. Except as reflected in such Financial Statements, there are no liabilities <br />or obligations of the Borrower of any nature whatsoever for the period to which such Financial <br />Statements relate that are required to be disclosed in accordance with GAAP. <br />(u)\[Reserved\] <br />(v)Taxes. The Borrower is not required to file tax returns with any <br />Governmental Authority. <br />(w)Sufficient Funds. The amount of the WIFIA Loan, when combined with all <br />other funds committed for the development and construction of the Project as set forth under the <br />various sources of funds in the Base Case Financial Model and the Project Budget will be sufficient <br />to carry out the Project, pay all Total Project Costs anticipated for the development and <br />construction of the Project and achieve Substantial Completion by the Projected Substantial <br />Completion Date. <br />(x)Sovereign Immunity. The Borrower either has no immunity from the <br />jurisdiction of any court of competent jurisdiction or from any legal process therein which could <br />be asserted in any action to enforce the obligations of the Borrower under any of the Related <br />Documents to which it is a party or the transactions contemplated hereby or thereby, including the <br />obligations of the Borrower hereunder and thereunder, or, to the extent that the Borrower has such <br />34 <br /> <br />