Res 2017-139/Whisper finance agreement

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The Owners make the following representations, warranties and covenants for the benefit of the City: (a) The Owners represent and warrant that Whisper MC is a limited partnership duly organized and validly existing under the laws of the State of Texas and Yarrington Partners is a limited partnership duly organized and validly existing under the laws of the State of Texas. The Owners further represent and warrant that the Owners are in compliance with the laws of the State of Texas, and have the power and authority to own their properties and assets and to carry on their business as now being conducted and as now contemplated. (b) The Owners represent and warrant that the Owners have the power and authority to enter into this Agreement, and have taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered on behalf of the Owners. (c) The Owners represent and warrant that this Agreement is valid and enforceable obligation of the Owners and is enforceable against the Owners in accordance with its terms, subject to bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles. (d) The Owners covenant that once Whisper MC commences construction of a Segment it will use its reasonable and diligent efforts to do all things which may be lawfully required of it in order to cause such Segment of the Public Improvements to be completed in accordance with this Agreement. (e) The Owners represent and warrant that (i) they will not request payment from the City for the acquisition of any public improvements that are not part of the Project, and (ii) they will diligently follow all procedures set forth in this Agreement with respect to Payment Requests. (f) For a period of three (3) years after the final Acceptance Date of each applicable Public Improvement, the Owners covenant to maintain proper books of record and account for the Public Improvements and all costs related thereto. The Owners covenant that such accounting books will be maintained in accordance with sound accounting practices, and will be available for inspection by the City or its agent at any reasonable time during regular business hours upon at least 24 hours' notice. (g) The Owners agree to provide the information required pursuant to the Owners Continuing Disclosure Agreement executed by the Owners in connection with the PID Bonds. (h) The Owners covenant to provide, or cause to be provided, such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver a Tax Certificate. The Owners further covenant that (i) such facts and estimates will be based on its reasonable expectations on the date of issuance of the PID Bonds and will be, to the best of the knowledge of the officers of the Owners providing such facts and estimates, true, correct and complete as of that date, and (ii) the Owners will make reasonable inquires to ensure such truth, 15 WHISPER PID FINANCING AGREEMENT