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........ " m Miller & -Schroeder Honorable City Council City of Arden I-fills Arden -Hills, Minnesota . Cardiac Pacemakers, Inc. 1140 Red Fox Road St. Paul, Minnesota 55112 -4- 7. We will pay for the Bo ds upon their delivery to us if the Bonds are de- livered to us on or before August 15, 1975. If not delivered to us on or before that date, we reserve the right to refuse the Bonds. The B<;mds are to be accompanied by the unqualified approving opinion f Messrs. Briggs and Morgan, P_A., whose opinion shall state in substance that the B nds are valid and binding special obligations of the Issuer under the Loan Agreement and secured also by the Indenture, and stating that interest payabI(! on the Bonds, in he hands of a person not a user of the Project, is exempt from federal income taxe under then existing laws, regulations, rulings and decisions_ You agree to cooperat in obtaining this opinion and will also furnish opinions of your counsel as to you authority to enter into this transaction and as to title to the Project. 8. You agree to cooperat with us, Bond counsel, counsel for the Underwriter and others in the preparation of d uments and proceedings reasonably necessary to the completion of this transaction and the Company shall make available to us such information and documents with r spect to its financial affairs and operations as re- quested. The Company shall pro ide any requested information for use in the Official Statement, including, among othe s, the sections thereof entitled" Fipanc ia I Statements", "Company" and the "Project" _ In connection with the registration of the Bonds for offer- ing to the general public, certain opinions of Company counsel and Company auditors will be required, which opinions he Company agrees to provide at its sole expense_ , 9. Before delivery of the onds to us, appropriate officers of both the Issuer and the Company shall have revie ed the Official Statement prepared to offer the Bonds for sale so ,that they will be prep red upon delivery of the Bonds to us to certify that the Information furnished by them co rained therein as of the date thereof is true and correct and does not contain any untrue s tement or misleading statement of a material fact nor omlt to state any material fa t required to be stated therein or necessary to make the statements therein not mislea ing, and authorizing our use of the Official Statement. 10. Simultaneously with d livery of the Bonds to us, we shall receive the written oplnion of counsel for the Compa y that the Company has duly authorized the execution and delivery of the Loan Agreem nt and Notes; that the obligations assumed by the Com- pany may be and have been validl assumed and do not violate any restrlction imposed upor It by law, charter or other mater al Instrument to which It Is a party, together with such other documents and Inform tlon as shall be reasonably required by Bond counsel and Underwrlter's counsel In ord r to effectuate the transactions herein contemplated. , ' l .,