05-13-2020 Council Packet - Laserfiche WebLink

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6 (vii)The Borrower will take no action that could cause the interest on the Series 2020 Bonds to be includable in federal or state income. (viii)No litigation is pending or, to the actual knowledge of the Borrower, threatened (A) seeking to restrain or enjoin the issuance or delivery of any of the Series 2020 Bonds or the application of proceeds of the Series 2020 Bonds as provided in the Indenture or the collection of revenues of the Borrower pledged under the Loan Agreement, (B) in any way contesting or affecting any authority for the issuance of the Series 2020 Bonds or the validity of the Series 2020 Bonds or Borrower Documents, or (C) in any way contesting the existence or powers of the Borrower. (ix)The Borrower has not been, within the last five (5) years, in default as to principal or interest with respect to any obligation issued or guaranteed by the Borrower or with respect to which the Borrower is an obligor. (x)So long as the Series 2020 Bonds are outstanding, the Borrower will (i) maintain its status as an organization described in Section 501(c)(3) of the Code and will take no action that would jeopardize such status. (xi)The Borrower has not within the last five (5) years been subject to any continuing disclosure undertaking. The Borrower has agreed to undertake the continuing disclosure obligations set forth in the Continuing Disclosure Agreement. (c)The Underwriter represents and agrees as follows: (i)The Underwriter is a member of the National Association of Securities Dealers, is a registered broker/dealer in each state in which it proposes selling the Series 2020 Bonds, has full power and authority to enter into this Purchase Agreement, and will comply with all federal and applicable state securities laws in each state in which it proposes selling the Series 2020 Bonds. (ii)The Underwriter hereby agrees that, in connection with the Underwriter’s use or distribution of the Official Statement and its other activities related to the sale, other marketing of the Series 2020 Bonds, the Underwriter will comply with all applicable requirements of federal and state securities, Blue Sky, broker-dealer, antifraud, or other applicable laws, including all regulations thereunder. 4.Closing. At 12:00 Noon, Central time, on ________, 2020 or such later date as we mutually agree upon (the “Closing”), the Issuer will deliver or cause to be delivered to us, at the offices of the Underwriter or at such other place as we may mutually agree upon, the Series 2020 Bonds in definitive fully registered form, duly executed and authenticated. In addition, the other documents hereinafter mentioned will be delivered at the offices of Taft Stettinius & Hollister LLP (“Bond Counsel”) in Minneapolis, Minnesota and the Underwriter will accept such delivery and pay the purchase price thereof in federal funds payable to the order of the Issuer or the order of such person as the Issuer shall direct and such funds shall be available to the Issuer on the date of Closing. The Series 2020 Bonds will be delivered as fully registered bonds in such authorized denominations and registered in the name of Cede & Co. and in such amounts as authorized in the Indenture. The Issuer will deposit with the Trustee, as agent to The Depository Trust Company (or such other acceptable depository institution), any or all of the Series 2020 Bonds. The Series 2020 Bonds will