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

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State of Minnesota with full power and authority to conduct its business; and (H) there arc no adverse IRS determinations and no proceedings are pending or, to the knowledge of such officer, threatened in any way contesting or affecting the School's status as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or which would subject any income of the School to federal income taxation; (viii) Certified copies of the Borrower's resolutions or comparable actions of its Board of Directors authorizing the execution and delivery of the Borrower Documents and approving the Bonds and the Official Statement; (ix) Certified copies of the School's resolutions or comparable actions of its Board of Directors approving the actions of the Borrower and the transaction contemplated herein, authorizing the execution and delivery of the School Documents and approving the Official Statement; (x) A title insurance policy, or commitment therefore, in a form satisfactory to the Underwriter and Bond Counsel; (xi) Evidence that the Bonds have been rated BBB- or better by Standard and Poor's Ratings Group, a division of McGraw Hill; (xii) [Reserved]; (xiii) [Reserved]; (xiv) An execution copy or other copy, certified to our satisfaction as true and correct, of each of the following items: the Mortgage, the Lease, the Lease Assignment, the Pledge Agreement, the Continuing Disclosure Agreement, the Loan Agreement, the Indenture, the Tax Regulatory Agreement, the Resolution, the policy of title insurance referred to in clause (x) of this paragraph, the Borrower's articles of incorporation, bylaws, 501(c)(3) determination letter and certificate of good standing in Minnesota, the School's articles of incorporation, bylaws, 501(c)(3) determination letter, and certificate of good standing in Minnesota; (xv) Such additional legal opinions, certificates, proceedings, agreements, instruments and other documents as counsel for the Underwriter, or Bond Counsel, may reasonably request to evidence compliance with any legal requirements, to provide such additional assurances as the Underwriter may request, the truth and accuracy, as of the time of Closing, of any representations given and the due performance or satisfaction at or prior to such time of all agreements then to be performed and al] conditions then to be satisfied as conditions precedent to the issuance of the Bonds; If the Issuer, the Borrower, or the School shall be unable for any reason to satisfy the conditions of the Underwriter's obligation contained in this Bond Purchase Agreement or if the Underwriter's obligation shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and none of the Underwriter, the Issuer, the Borrower, or the School shall have any fiirther obligations or liability hereunder, -13-