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(i) The Bonds to be sold pursuant to this Agreement shall be in
<br />denominations of $5,000 or integral multiples of $5,000 in excess thereof.
<br />4. Closing. At 10:00 A.M., Central time, on , 2013 or such later date as
<br />we mutually agree upon (the "Closing"), the Issuer will deliver or cause to be delivered to us, at
<br />the offices of the Underwriter or at such other place as we may mutually agree upon, the Bonds
<br />in definitive fully registered form, duly executed and authenticated. In addition, the other
<br />documents hereinafter mentioned will be delivered at the offices of Briggs & Morgan, P.A., and
<br />the Underwriter will accept such delivery and cause the purchase price thereof to be paid in
<br />federal funds payable to the order of the Issuer or the order of such person as the Issuer shall
<br />direct and such funds shall be available to the Issuer on the date of Closing.
<br />The Bonds will be delivered as fully registered bonds in such authorized denominations
<br />and registered in the name of Cede & Co. and in such amounts as the Underwriter may have
<br />requested not less than five (5) business days prior to the Closing. The Issuer will deposit with
<br />the Trustee, as agent to the Depository Trust Company (or such other acceptable depository
<br />institution), any or all of the Bonds, registered in such name or names as the Underwriter may
<br />request.
<br />It is anticipated that CUSIP identification numbers will be printed on the Bonds, but
<br />neither the failure to print such numbers on any Bond nor any error in the printing of such
<br />numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of
<br />and pay for any Bonds. The Underwriter and the Issuer will cooperate to obtain the CUSIP
<br />numbers. Simultaneously with the delivery of the Bonds, the Issuer shall cause to be delivered to
<br />the Underwriter opinions of Bond Counsel dated the date of such delivery as provided in Section
<br />5(d)(i) below.
<br />5. Conditions Precedent. The Underwriter has entered into this Bond Purchase
<br />Agreement in reliance upon (i) the representations, warranties and agreements of the Issuer
<br />contained herein and in the Indenture, the Loan Agreement, and the Resolution; (ii) the
<br />representations, warranties and agreements of the Borrower contained herein and in the other
<br />Borrower Documents; (iii) the representations, warranties and agreements of the School herein
<br />and in the other School Documents; and (iv) the performance by the Issuer, the Borrower, and
<br />the School of their obligations hereunder, if any, and under the above -mentioned documents,
<br />both as of the date hereof and as of the date of the Closing. The Underwriter's obligation under
<br />this Bond Purchase Agreement is and shall be subject to the following further conditions:
<br />(a) The representations and warranties of the Issuer, the Borrower, and the School
<br />contained herein shall be true, complete and correct on the date of acceptance hereof and on and
<br />as of the date of the Closing with the same effect as if made on the date of the Closing.
<br />(b) At the time of the Closing, the Official Statement, the Resolution, the Act, the
<br />Indenture, the Loan Agreement, the Mortgage, the Lease, the Lease Assignment, the Pledge
<br />Agreement, the Continuing Disclosure Agreement and the Tax Regulatory Agreement shall be in
<br />full force and effect, shall each be in form and substance acceptable to the Underwriter in all
<br />respects, and shall not have been amended, modified or supplemented except as may have been
<br />agreed to in writing by us; and you shall have duly adopted and there shall be in full force and
<br />effect such resolutions, and entered into such agreements, as, in the opinion of Briggs & Morgan,
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