|
constitutional or statutory provision or limitation, nor constitute or give rise to a
<br />pecuniary liability of the Issuer.
<br />(vii) The Resolution and this Bond Purchase Agreement are, and the Indenture,
<br />the Loan Agreement and the Tax Regulatory Agreement, when each of them has been
<br />executed and delivered by the Issuer, will, assuming due authorization, execution and
<br />delivery by the Borrower and the Trustee, each constitute a valid and binding obligation
<br />of the Issuer, provided that, however, the enforceability of such obligations may be
<br />subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws
<br />affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally
<br />applicable, and that their enforcement may also be subject to the exercise of judicial
<br />discretion in appropriate cases and to general principles of equity.
<br />(viii) No litigation is pending or, to the knowledge of the Issuer, threatened (A)
<br />seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the
<br />application of proceeds of the Bonds as provided in the Indenture and Loan Agreement or
<br />the collection of revenues of the Issuer pledged under the Indenture, (B) in any way
<br />contesting or affecting any authority for the issuance of the Bonds or the validity of the
<br />Bonds, the Indenture, the Loan Agreement, the Mortgage, the Tax Regulatory
<br />Agreement, the Resolution, or this Bond Purchase Agreement, or (C) in any way
<br />contesting the existence or powers of the Issuer.
<br />(ix) The Issuer Portion of the Official Statement was, as of its date, and is, as
<br />of this date, "final" within the meaning of paragraph (b)(1) of the Rule.
<br />(b) The Borrower represents to and agrees with the Underwriter and the Issuer as
<br />follows:
<br />(i) The Borrower approves the distribution and use of the Preliminary Official
<br />Statement and final Official Statement. The statements and the information set forth in
<br />the Preliminary Official Statement concerning the Borrower, the School, the Project
<br />(including sources and uses of funds), the Borrower's participation in the transactions
<br />contemplated by the Loan Agreement, this Bond Purchase Agreement, the Mortgage, the
<br />Continuing Disclosure Agreement dated as of , 2013 among the Borrower,
<br />the School, and the Trustee (the "Continuing Disclosure Agreement") the Lease, the
<br />Lease Assignment, and the Tax Regulatory Agreement (collectively, the "Borrower
<br />Documents"), and the Bondholders' Risks arc true and correct and all such statements
<br />and information set forth concerning the Borrower, the School, the Project (including
<br />sources and uses of funds), the Borrower's participation in the transactions contemplated
<br />by the Borrower Documents and the Bondholders' Risks in the final Official Statement as
<br />of Closing will be true and correct in all material respects and the Preliminary Official
<br />Statement does not and the final Official Statement will not contain any untrue or
<br />misleading statement of a material fact or omit to state any material fact necessary to
<br />make the statement therein, in light of the circumstances under which it is made, not
<br />misleading.
<br />(ii) If, at any time prior to the earlier of (A) receipt of notice from the
<br />Underwriter pursuant to Paragraph 2(c) hereof that final Official Statements arc no longer
<br />-5-
<br />
|