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conflict with or result in a breach of t~e terms, conditions, and provisions of any restriction or <br />any agreement or instrument to which the Tenant is now a party or by which the Tenant is <br />bound, or constitute a default under any of the foregoing. <br /> <br /> (k) There is no litigation, action, suit or proceeding'pending (or to the best of Tenant's <br />knowledge, threatened) before any court, administrative agency, arbitrator or governmental body <br />that challenges (1) the authority of Tenant or its officers or its employees to enter into this Lease, <br />(2) the proper authorization, approval and/or execution of this Lease and other documents <br />contemplated thereby, or (3) the ability of Tenant otherwise to perform its obligations under this <br />Lease and the transactions contemplated hereby. <br /> <br /> (1) The Tenant has reviewed the rndenture respecting the Series 2005A Bonds and <br />hereby consents to the terms of the Indenture and agrees to be bound by and to discharge any <br />obligations specifically imposed upon the Tenant pursuant to the terms oft.he Indenture. <br /> <br /> (m) The Tenant covenants, notwithstanding any termination of this Lease (whether <br />arising pursuant to an Event of Default, a Non-appropriation or otherwise), that it will use its best <br />efforts to assist the Landlord and/or the Trustee in re-leasing andTor selling the Project. <br /> <br />(n) The Project is a facility essential to the operations of the Tenant. <br /> <br /> (o) The Tenant certifies that the Lease is a "triple net" lease that requires the Tenant <br />to pay all expenses, taxes, fees, insurance premiums, rebate payments, reserve deposits and costs <br />associated with the Project and the Lease without the right of offset. <br /> <br /> Section 2.2. Representations, Covenants and Warranties of Landlord. Landlord <br />represents, covenants and warrants as follows: <br /> <br /> (a) Landlord is a public body corporate and politic, duly organized and existing under <br />the laws of the State and has power to enter into this Lease and by proper action has duly <br />authorized the execution of this Lease. <br /> <br /> (b) The Project is Iocated.within the Redevelopment Project and is contemplated by <br />the Redevelopment Plan. <br /> <br /> · (c) The governing body of Landlord has determined that the Project will promote'the <br />public interest and welfare of the State of Minnesota and the City and the people thereof through <br />the provision of public facilities required for the purpose of providing vahous services to the <br />City residents and promoting redevelopment and development within the City. <br /> <br /> (d) The acquisition and construction of the Project, the issuance and sale of the Series <br />2005A Bonds, the execution and delivery of this Lease and the performance of all covenants 'and <br /> ! <br />agreements of the Landlord contained in this Lease have been duly authorized by the Bond <br />Resolution. <br /> <br />24 <br /> <br /> (e) Landlord has not made, done, executed or suffered and warrants that it will not <br />make, do, execute or suffer any act or thing whereby its Landlord's interest in the Project shall or <br />may be impaired or changed or encumbered, except as provided in the Indenture. <br /> <br />1763908v 1 8 <br /> <br /> <br />