Reso 2010-1538 - Laserfiche WebLink

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City has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The City, by the Bond Ordinance, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Bonds to the Bank, and to that end the City warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Bonds. The City has duly adopted the Bond Ordinance and authorized the execution, delivery, and performance of the Bonds and the Agreement and the taking of any and all other such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Bonds have been duly authorized, executed, issued and delivered to the Bank and constitute legal, valid and binding obligations of the City enforceable in accordance with their terms and the terms of the Bond Ordinance, and are entitled to the benefits and security of the Bond Ordinance and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Bonds or the execution and delivery of or the performance by the City of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.3 A2reements. The City is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. The making and performing by the City of this Agreement will not violate any provision of the Act, any ordinance or resolution of the City, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the City is a party or by which the City is bound. The Loan Documents constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. Section 2.4 Liti2ation. Etc. There are no actions or proceedings pending against the City or affecting the City or, to the knowledge of the City, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the City, or which question the validity of this Agreement, the Bonds or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. Section 2.5 Financial Information. The financial information regarding the City furnished to the Bank by the City in connection with the Loan is complete and accurate, and there has been no material and adverse change in the financial condition of the City from that presented in such information. ARTICLE III COVENANTS OF THE CITY Section 3.1 Affirmative Covenants. The City covenants, for so long as any of the principal amount of or interest on the Bonds is outstanding and unpaid or any duty or obligation of the City hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: {MI883440_2} 4