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contained herein shall be true, complete and correct on the date of acceptance hereof and
<br /> on and as of the date of the Closing with the same effect as if made on the date of the
<br /> Closing.
<br /> (b) At the time of the Closing, the Official Statement, the Resolution, the Act, the
<br /> Indenture, the Loan Agreement, the Purchase Contract,the Mortgage, the Subordinate
<br /> Mortgage, the Mortgage Assignment, the Ground Lease and the Management Agreement
<br /> shall be in full force and effect, shall each be in form and substance acceptable to the
<br /> Underwriter in all respects, and shall not have been amended, modified or supplemented
<br /> except as may have been agreed to in writing by us; and you shall have duly adopted and
<br /> there shall be in full force and effect such ordinances and resolutions, and entered into
<br /> such agreements, as, in the opinion of Faegre & Benson LLP (herein"Bond Counsel"),
<br /> and in the opinion of Best& Flanagan LLP, counsel to the Underwriter, shall be
<br /> necessary in connection with the transactions contemplated hereby or the documentation
<br /> of security for the Bonds.
<br /> (c) The Underwriter may terminate this Bond Purchase Agreement by
<br /> notification in writing or by telegram to the Issuer and the Borrower if at any time
<br /> subsequent to the date hereof and at or prior to the Closing: (A) legislation shall be
<br /> enacted by, or favorably reported out of committee to, either House of the Congress of the
<br /> United States of America, or a decision by a court of the United States of America shall
<br /> be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the
<br /> Treasury Department, the Internal Revenue Service, or any other agency of the Federal
<br /> government having jurisdiction, or a release or official statement shall be issued by the
<br /> Treasury Department,the Internal Revenue Service of the United States, or any other
<br /> agency of the Federal government having jurisdiction, with respect to Federal taxation
<br /> upon interest received on obligations of the character of the Bonds, which, in the
<br /> reasonable judgment of the Underwriter, materially adversely affects the market for the
<br /> Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Bonds;
<br /> or(B) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of
<br /> the Securities and Exchange Commission shall be issued or made to the effect that the
<br /> issuance, offering, sale or distribution of obligations of the character of the Bonds is in
<br /> violation of any provisions of the Securities Act of 1933, as amended (the "1933 Act"), or
<br /> of the Trust Indenture Act of 1939, as amended (the "1939 Act"); or(C)the Congress of
<br /> the United States of America shall enact a law, or a bill shall be favorably reported out of
<br /> committee of either House, or a decision by a court of the United States of America shall
<br /> be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of
<br /> the Securities and Exchange Commission or any other agency of the Federal government
<br /> having jurisdiction of the subject matter shall be made, to the effect that securities of the
<br /> Issuer or of any similar public body are not exempt from the registration, qualification or
<br /> other requirements of the 1933 Act or the 1939 Act; or(D)the United States of America
<br /> shall have become engaged in hostilities which have resulted in a declaration of war or a
<br /> national emergency; or (E) there shall have occurred a general suspension of trading on
<br /> the New York Stock Exchange; or (F) a general banking moratorium shall have been
<br /> declared by the United States of America, State of New York or State of Minnesota
<br /> authorities; or(G) an event shall occur which in the reasonable judgment of the
<br /> Underwriter(1) makes untrue or incorrect in any material respect, as of the time of such
<br />
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