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

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would have a material adverse effect on the combined condition, financial or otherwise, of the Borrower. 4. The School is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), is exempt from federal income taxation under Section 501(a) of the Code, To the best of my knowledge, after reasonable investigation consisting of interviews with officers of the School most likely to have relevant information, the School has not declared and has not been determined to have any "unrelated business taxable income" as defined in Section 512 of the Internal Revenue Code arising out of the ownership, sue or operation of the property to be financed or refinanced with the Bonds and the School has no "unrelated business taxable income" from any source which could have a material adverse effect on its status as an organization described in Section 501(c)(3) of the Internal Revenue Code or its exemption from federal taxation under Section 501(a) of the Internal Revenue Code or which, if such income were subject to federal income taxation, would have a material adverse effect on the combined condition, financial or otherwise, of the School. 5. The composition of the Board of Directors of both the Borrower and the School are in compliance with the laws of the State of Minnesota and no members of either Board of Directors is interested in the Documents, the Project, or any contract, agreement, or job contemplated to be entered into or undertaken with respect to the contemplated transaction. 6. The proposed use of the Project by the Borrower and the School will not constitute an "unrelated trade or business" or "private business use" within the meaning of Sections 145(a)(2) and 141(b) of the Code. Neither the execution of the Documents by the Borrower and the School nor the ownership and operation of the Project as contemplated in the Documents and pursuant to the requirements of the Tax Regulatory Agreement will jeopardize the Borrower's or the School's status as organizations described in Section 501(c)(3) of the Code. 7. The Borrower has full power and authority to execute, deliver and perform its obligations under each of the Documents which it is a party and to own its property and conduct its business as presently conducted and as described in the Official Statement. 8. Each of the Documents has been duly authorized by all requisite corporate action, executed, and delivered by the Borrower. 9. Each of the Documents constitutes the valid and binding obligation of the Borrower enforceable in accordance with its terms. 10. The Lease, the Pledge Agreement, and the Continuing Disclosure Agreement have been duly authorized by all requisite corporate action, executed, and delivered by the School. 11. The Lease, the Pledge Agreement, and the Continuing Disclosure Agreement constitute valid and binding obligations of the School enforceable in accordance with its terms. C-3