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

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at the time of or prior to the Closing(provided no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the placement of the Series 2022 Bonds by the Underwriter). (vi) This Bond Purchase Agreement does, and the other Company Documents, when each of them has been executed and delivered by the Company, will, assuming due authorization, execution and delivery by the other parties thereto, each, constitute a valid and binding obligation of the Company, enforceable in accordance with its respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. (vii) To the knowledge of the Company, no litigation is pending or threatened (A) seeking to restrain or enjoin the issuance or delivery of the Series 2022 Bonds or the application of proceeds of the Series 2022 Bonds as provided in the Indenture and the Loan Agreement or the collection of revenues pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Series 2022 Bonds or the validity of the Series 2022 Bonds,or any other Company Documents, or(C) in any way affecting, in a material adverse manner, the Series 2022 Project,the property of the Company or contesting the existence or powers of the Company. (viii) The Preliminary Official Statement was, as of its date, deemed "final" within the meaning of(b)(1) of the Rule. (ix) The Company has not within the last five (5)years been subject to any continuing disclosure undertaking under Rule 15c2-12 promulgated by the Securities Exchange Commission. (x) The Company has not been in default as to principal or interest with respect to any obligation issued by or guaranteed by the Company or with respect to which the Company is an obligor. (xi) The Company is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986,as amended(the"Code"), or corresponding provisions of prior law, and is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income (if any),which will be subject to taxation under Section 511 of the Code. (c) The Charter School represents to and agrees with the Underwriter as follows: (i) The Charter School approves the distribution and use of the Preliminary Official Statement and Official Statement. The statements and the information set forth and incorporated by reference in the Preliminary Official Statement and the Charter School's participation in the transactions contemplated by(a)this Bond Purchase Agreement, (b)the Lease, (c) the Disclosure Agreement, (d)the Pledge Agreement, (e)the Tax Regulatory Agreement, (f)the Tax Certificate, (g) the Intercreditar Agreement, (h) the SNDA, and (i) the Deposit Account Control Agreement, dated as of August 1, 2022 (the "Account Control Agreement"), between the Charter School, the Trustee and the Depository Bank, (j) the Assignment of Lease (collectively, the documents listed in (a)-(j) are referred to as the "Charter School Documents"), are true and correct and all such statements and information set forth in the Preliminary Official Statement as of its date and as of the date hereof, and the Official Statement as of Closing will be true and correct in all material respects and the Preliminary Official Statement does not and the Official Statement will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statement therein, in light of the circumstances under which it is made,not misleading. 6