04-14-2021 Council Packet - Laserfiche WebLink

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2 Payment of the Bonds will be guaranteed by Elim Care, Inc., a Minnesota nonprofit corporation (the “Guarantor”), pursuant to a Guaranty Agreement (the “Guaranty”) of even date with the Loan Agreement from the Guarantor in favor of the Trustee. Payment of the Bonds will be further secured by an Assignment of Construction Documents and an Assignment of Architect’s Agreement and Plans and Specifications (collectively, the “Construction Assignments”) executed by the Corporation for the benefit of Bremer Bank, National Association (the “Senior Lender”) and the Trustee. Security for the Bonds is subject to a Subordination and Intercreditor Agreement among the Trustee, the Issuer, the Corporation, the Parent and the Senior Lender (the “Subordination and Intercreditor Agreement”). The Bonds are to be sold by us pursuant to the Official Statement. The Corporation confirms that it deemed the Preliminary Official Statement, as of its date, final, except for the aggregate principal amount of the Bonds, the principal amount per maturity, the offering prices for the Bonds, the interest rates thereon, the delivery date, and other terms of the Bonds depending on such matters. Certain continuing disclosures are to be provided with respect to the Bonds by the Corporation pursuant to the Continuing Disclosure Agreement of even date with the Indenture (the “Continuing Disclosure Agreement”) between the Corporation and U.S. Bank National Association, as dissemination agent, designed to assure compliance with the pertinent provisions of Regulation 15c2-12, promulgated by the United States Securities and Exchange Commission. 2. The Corporation’s Representations. The Corporation makes the following warranties and representations: (a) The Corporation is a nonprofit corporation duly organized and existing under the laws of the State of Minnesota (the “State”), with full power and authority to own its properties and conduct its operations, all as described in the Official Statement. The Corporation is a disregarded entity of Elim Care, Inc., its sole member and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, exempt from payment of federal income taxes under Section 501(a) of the Code. The Corporation is conducting its business in substantial compliance with all applicable and valid laws, rules and regulations of the State and each jurisdiction where it owns or leases substantial property or where it transacts material intrastate business. (b) The Corporation has full power and authority to execute and deliver this Bond Purchase Agreement, the Continuing Disclosure Agreement, the Loan Agreement, the Construction Assignments and the Subordination and Interecreditor Agreement and the Subordinate Mortgage (sometimes referred to collectively as the “Corporation Documents”), and to carry out the terms hereof and thereof. The Corporation Documents, when executed and delivered by the respective parties thereto, will have been duly and validly authorized, executed and delivered by the Corporation, will be in full force and effect and will be valid and binding instruments of the Corporation, enforceable in accordance with their terms.