Agenda - Council - 08/13/2013 - Laserfiche WebLink

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(viii) The Official Statement was, as of its date, "final" within the meaning of (b)(1) of the Rule. (ix) The Borrower has not been, within the last five years, in default as to principal or interest with respect to any obligation issued by or guaranteed by the Borrower or with respect to which the Borrower is an obligor. (x) The Borrower is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding provisions of prior law, is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code. Currently, the operation of the Project does not result in unrelated business income. (c) The School represents to and agrees with the Underwriter and the Issuer as follows: (i) The School approves the distribution and use of the Preliminary Official Statement and final Official Statement. The statements and the information set forth in the Preliminary Official Statement concerning the School, the Project (including sources and uses of funds), the School's participation in the transactions contemplated by the Loan Agreement, this Bond Purchase Agreement, the Lease, the Continuing Disclosure Agreement, the Pledge Agreement, and thc Tax Regulatory Agreement (collectively, the "School Documents"), and the Bondholders' Risks in the final Official Statement as of Closing will be true and correct in all material respects and the Preliminary Official Statement does not and the final Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which it is made, not misleading. (ii) If, at any time prior to the earlier of (A) receipt of notice from the Underwriter pursuant to Paragraph 2(c) hereof that final Official Statements are no longer required to be delivered under the Rule or (B) ninety (90) days after the Closing, any event occurs known to the School (or which should have been known to the School upon diligent inquiry) as a result of which the Preliminary Official Statement or the final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, thc School shall promptly notify the Underwriter thereof in writing. Upon the request of the Underwriter, the School shall prepare and deliver to the Underwriter at the expense of the School as many copies of an amendment or supplement to the Preliminary Official Statement or the final Official Statement which will correct any untrue statement or omission therein as the Underwriter may reasonably request. (iii) The School is duly organized and existing as a nonprofit corporation under the laws of the State of Minnesota (the "State") and the School has full legal right, power and authority to enter into the School Documents, and to carry out and consummate all transactions contemplated by such documents. -7-