Agenda - Council - 08/13/2013 - Laserfiche WebLink

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parties thereto, are valid instruments legally binding on the Issuer and legally enforceable against the Issuer in accordance with their terms, except to the extent that enforceability of the indemnification provisions in the Loan Agreement is limited by state and federal securities laws; (c) the proceedings show lawful authority for issuance of the Bonds under the Indenture and under the provisions of the Constitution and laws of the State of Minnesota now in force, including the Act; (d) the Bonds have been duly and validly executed and delivered by the Issuer and authenticated by the Trustee, and are valid and binding special, limited obligations of the Issuer payable in accordance with their terms, secured by and entitled to the benefits provided by the Indenture; and the Bonds arc payable solely from the revenues and other sums (the "Revenues") irrevocably pledged to the payment of the Bonds and interest thereon under the Indenture; (e) the Bonds are not a general obligation or indebtedness of the Issuer within the meaning of any constitutional or statutory limitation, and do not constitute or give rise to a pecuniary liability of the Issuer, or charge against their general credit or taxing powers, but are payable solely from Revenues pledged to the payment thereof in accordance with the provisions of the Indenture; and (f) as of their date of issuance, the interest on the Bonds is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and net taxable income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions). Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and the Minnesota alternative minimum tax applicable to individuals, estates, and trusts. It should be noted, however, for the purpose of computing the federal alternative minimum tax imposed on corporation, such interest is taken into account in determining adjusted current earnings. The opinion set forth in this paragraph is subject to the condition that the Issuer, the Company, and the School comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with such requirements could cause the interest on the Bonds to be so included in gross and net taxable income retroactive to the date of issuance of the Bonds. The Issuer, the Company, and the School have covenanted to comply with such requirements. We express no opinion regarding other federal or state tax consequences arising with respect to ownership of the Bonds or caused by the receipt or accrual of interest thereon. It is understood that the rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture, and the Loan Agreement may be subject to bankruptcy. insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Dated this day of , 2013. A-1-2