05-13-2020 Council Packet - Laserfiche WebLink

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5 participation in the transactions contemplated by the Borrower Documents (the “Borrower Portion”) is true and correct in all material respects, and the information set forth under the heading “RISK FACTORS” is a fair description of the risk factors related to the Project and the Series 2020 Bonds. With respect to the Borrower Portion and the information set forth under the heading “RISK FACTORS”, the Preliminary Official Statement and the Official Statement do not and will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (ii)If, at any time prior to the earlier of (A) receipt of notice from the Underwriter pursuant to Section 2(c) hereof that Official Statements are no longer required to be delivered under the Rule or (B) ninety (90) days after the Closing, any event occurs known to the Borrower (or which should have been known to the Borrower upon diligent inquiry) as a result of which the Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Borrower shall promptly notify the Underwriter and the Issuer thereof in writing. Upon the request of the Underwriter, the Borrower shall prepare and deliver to the Underwriter and the Issuer, at the expense of the Borrower, as many copies of an amendment or supplement to the Official Statement which will correct any untrue statement or omission therein as the Underwriter and the Issuer may reasonably request. (iii)The Borrower is duly organized and existing as a nonprofit corporation under the laws of the State and an organization described in Section 501(c)(3) of the Code, and the Borrower has full legal right, power and authority to enter into the Borrower Documents, and to carry out and consummate all transactions contemplated by such documents. (iv)The execution and delivery of this Purchase Agreement does not, and the execution and delivery of the other Borrower Documents and compliance with the provisions of each of them, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the Borrower a breach of or default under any other agreement or instrument to which the Borrower is a party or, to the Borrower’s knowledge, any existing law, administrative regulation, court order or consent decree to which the Borrower is subject. (v)All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body in or of any state and the federal government having jurisdiction which would constitute a condition precedent to the performance by the Borrower of its obligations hereunder and under the other Borrower Documents have been obtained or, if not, are expected to be promptly obtained by the Borrower for operation of the Project as soon as commercially possible after 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 purchase and sale of the Series 2020 Bonds by the Underwriter). (vi)This Purchase Agreement does, and the other Borrower Documents, when each of them has been executed and delivered by the Borrower, will, assuming due authorization, execution and delivery by the other parties thereto, each constitute a valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted.