05-13-2020 Council Packet - Laserfiche WebLink

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39 AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE LIMITED GUARANTOR The audited consolidated financial statements and supplementary information of the Limited Guarantor (including the Borrower) as of and for the Fiscal Year ended September 30, 2019 are included in APPENDIX C. The financial statements of Limited Guarantor have been audited by CliftonLarsonAllen LLP, independent auditors (the “Independent Auditor”), as stated in its report thereon. The Limited Guarantor is not obligated to make any payments under the Loan Agreement. ENFORCEABILITY OF OBLIGATIONS On the date of delivery of the Series 2020 Bonds, Taft Stettinius & Hollister LLP, as Bond Counsel, will issue its opinion, dated the date thereof, that the Series 2020 Bonds are valid and legally binding special, limited obligations of the Issuer, enforceable in accordance with their terms, and that the Loan Agreement, the Bond Purchase Agreement, and the Indenture are valid and legally binding agreements of the Issuer, enforceable in accordance with their respective terms. General Counsel of Presbyterian Homes and Services, as counsel to the Borrower, will issue its opinion that the Loan Agreement, the Continuing Disclosure Agreement, the Bond Purchase Agreement, and the Mortgage are valid and legally binding agreements of the Borrower, enforceable in accordance with their respective terms. General Counsel of Presbyterian Homes and Services, as counsel to the Limited Guarantor, will issue its opinion that the Limited Guaranty is a valid and legally binding agreement of the Limited Guarantor, enforceable in accordance with its terms. The foregoing opinions will be generally qualified to the extent that the enforceability of the respective instruments may be limited by principles of equity and by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights. While the Series 2020 Bonds are secured or payable pursuant to the Indenture, the Loan Agreement, and the Mortgage, the practical realization of payment from any security will depend upon the exercise of various remedies specified in the respective instruments. These and other remedies are dependent in many respects upon judicial action, which is subject to discretion and delay. Accordingly, the remedies specified in the above documents may not be readily available or may be limited. APPROVAL OF LEGAL PROCEEDINGS Legal matters incident to the issuance and sale of the Series 2020 Bonds and with regard to the tax-exempt status of interest on the Series 2020 Bonds under existing laws are subject to the approving legal opinion of Taft Stettinius & Hollister LLP, as Bond Counsel to the Issuer. General Counsel of Presbyterian Homes and Services has acted as counsel for the Borrower. The Underwriter has been represented in this transaction by Ballard Spahr LLP. ABSENCE OF MATERIAL LITIGATION The Issuer As of the date of delivery of the Series 2020 Bonds to the Underwriter, authorized officials of the Issuer will certify that there is no pending or, to their actual knowledge, threatened litigation to which the Issuer is party, which in any way questions or affects the validity of the Series 2020 Bonds, or any proceedings or transactions relating to their issuance, sale and delivery.