Agenda - Council - 07/12/2022 - Laserfiche WebLink

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ARTICLE II REPRESENTATIONS, FINDINGS, COVENANTS AND WARRANTIES Section 2.1 Representations, Findings and Covenants of the Issuer. The Issuer represents, finds and agrees that: (a) The Issuer is a home rule charter city and political subdivision of the State of Minnesota (the "State") organized and existing under the laws of the State and is authorized under the Act to issue the Bonds. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Loan Agreement and the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has duly authorized the execution and delivery of the Issuer Documents. (b) In authorizing the issuance of the Series 2022 Bonds, the Issuer's purpose is, and in its judgment the effect thereof will be,to promote the public welfare by providing for the financing of the construction, renovation, improvement and equipping of a public charter school. (c) To the actual knowledge of the undersigned officials of the Issuer, no event has occurred, and no condition currently exists, which constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of Default on the part of the Issuer. (d) No proceeding of the Issuer for the authorization, issuance, execution and delivery of the Series 2022 Bonds or the authorization, execution and delivery of the Issuer Documents has been repealed, rescinded, amended, or revoked. Section 2.2 Representations, Covenants and Warranties of the Company. The Company represents, covenants, and warrants as follows: (a) The Company is duly organized, in good standing and existing as a nonprofit corporation under the laws of the State, and the Company has full power and authority to undertake its actions and responsibilities as contemplated by this Loan Agreement and has duly authorized the execution and delivery of this Loan Agreement by proper corporate action. (b) [Intentionally omitted.] (c) The Company agrees that while the Bonds are Outstanding, the Company shall (i) maintain its nonprofit corporate existence, (ii) maintain its status as an Exempt Organization that is an exempt organization under Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code, including but not limited to, timely making any required annual filings with the Internal Revenues Service such as IRS Form 990 or any successor annual tax filing forms, (iii) continue to be a nonprofit corporation qualified to transact business and in good standing in the State, (iv) not dissolve or otherwise dispose of all or substantially all of its assets, and(v)without the consent of the Majority Bondholder(s),not consolidate with or merge into another legal 3 730911770