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

Home

(d) At or prior to the Closing, the Underwriter shall have received the following documents (in each case with such changes as the Underwriter shall approve): (i) The unqualified approving opinion(s) of Bond Counsel, dated the date of the Closing, in form acceptable in all respects to the Underwriter (together with a letter of Bond Counsel, addressed to the Underwriter and the Borrower, to the effect that the Underwriter and the Borrower may rely on such opinion), in substantially the form attached hereto as Exhibit A -I, and a supplementary opinion of Bond Counsel dated thc date of the Closing, in substantially the form attached hereto as Exhibit A-2: (ii) (Intentionally omitted.); (iii) The opinion of John Cairns Law, P.A., Counsel to the Borrower and the School, dated the date of Closing and addressed to the Issuer, Bond Counsel, and the Underwriter, in substantially the form attached hereto as Exhibit C; (iv) The opinion of Best & Flanagan LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D; (v) A certificate of the Issuer, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the Issuer contained herein and in the Resolution, the Indenture, the Loan Agreement, and the Tax Regulatory Agreement are true and correct in all material respects as of the date of the Closing; (B) no litigation is pending or threatened, to the knowledge of the Issuer, (1) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the collection of revenues or other security pledged under the Indenture or the Resolution, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Indenture, the Loan Agreement, the Tax Regulatory Agreement, or this Bond Purchase Agreement, or (3) in any way contesting the existence or powers of the Issuer; (C) no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Issuer Portion of the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; and (D) the information in the Issuer Portion of the Official Statement is true, accurate and complete in all material respects; (vi) A certificate of the Borrower, signed by the President and Secretary of the Board of Trustees of the Borrower, dated the date of the Closing, to the effect that (A) the representations, warranties and agreements of the Bon-ower contained herein and in the Borrower Documents are true and correct in all material respects as of the date of the Closing; (B) to the knowledge of the Borrower, no litigation is pending or threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, thc Indenture, or any of thc Borrower Documents, or (3) in any way contesting the existence or powers of the Borrower; (C) no event affecting the Borrower -11-