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being conducted, to enter into and observe the provisions of the Loan Documents and to <br />borrow hereunder. <br />Section 3.02 Authorization <br />Borrower's act of entering into and performing under this Agreement, including the <br />execution and delivery of the Loan Documents, has been duly authorized by all necessary <br />company action and will not violate any law, rule, regulation, order, writ, judgment, decree, <br />determination or award presently in effect and having applicability to Borrower or any provision <br />of Borrower's articles of incorporation or bylaws or result in a breach of, or constitute a default <br />under, any indenture, bank loan, credit agreement, or any other agreement or instrument to <br />which Borrower is a party or by which it or its property may be bound or affected. <br />Section 3.03 Enforceability <br />When this Agreement is executed by both Borrower and the City, certified by the City's <br />Director of Finance and approved by the City's Director of Law, and when the Loan Documents <br />are executed and delivered by Borrower for value, each such instrument shall constitute the <br />legal, valid, and binding obligation of the parties thereto in accordance with its terms. <br />Section 3.04 Litigation <br />There are no legal actions, suits, or proceedings pending, or, to the knowledge of <br />Borrower, threatened against Borrower before any court or arbitrator, or administrative <br />agency, which, if determined adversely to Borrower, would have an adverse effect on the <br />financial condition or business of Borrower which have not been disclosed to the City. <br />Section 3.05 Governmental Consents <br />No authorization, consent, or approval, or any formal exception of any governmental <br />body, regulatory authorities (federal, state, or local) or mortgagor, creditor, or third party is or <br />was necessary to the valid execution and delivery by Borrower of the Loan Documents. <br />Section 3.06 Absence of Default <br />Borrower is not in default of any obligation, covenant, or condition contained in any <br />bond, debenture, note, or other evidence of indebtedness or any mortgage or collateral <br />instrument securing the same. <br />Section 3.07 Tax Returns and Payments <br />Borrower has filed all required tax returns and has paid or made provision for the <br />payment of all taxes which have or may become due pursuant to said returns or pursuant to <br />Page 7 of 19 <br />