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

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(d) The execution of this Agreement, the Lease, the Bond Purchase Agreement, the Mortgage, the Tax Regulatory Agreement, and the Assignment of Lease will not result in a breach of any terms of, or constitute a default under, (1) any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or (ii) the Company's Articles of Incorporation and Bylaws, or (iii) any judgment, injunction, laws or regulations of any court or other governmental body applicable to the Company or its property, such that such breach or default will have a materially adverse effect upon the Company's ability to perform its covenants hereunder. (e) The proceeds of the Bonds will be used to: (i) advance refund the Prior Bonds, the proceeds of which were used to finance the acquisition, construction, and equipping of the Schoolhouse, owned by the Company and leased to the School; (ii) fund a debt service reserve fund of the interest on the Bonds; and (iii) pay the costs of issuing the Bonds, and the Company will not use any of the proceeds in any manner contrary to the terms of the Act or in any manner as to cause, or take or omit to take any action which would cause, the interest on the Bonds to be includable in the gross income of the Registered Owners or beneficial owners thereof for purposes of federal income taxation. (f) The Company will continue to lease the Project Building to the School to be operated as a public (charter) school until the date on which all of the Bonds have been fully paid and are no longer Outstanding. (g) The Company has received from the Internal Revenue Service a determination letter stating that it is an exempt organization under Section 501(c)(3) of the Code. The Company represents that it is, as of the date hereof, such an organization, and the Company is not carrying on an unrelated trade or business, determined by applying Section 513(a) of the Code, on, in or with respect to the Schoolhouse. (h) The cost of refunding the Prior Bonds, funding the Reserve Fund, and paying any expenses incurred in connection therewith shall not be less than (i) No event of default or any event which, with the giving of notice or the lapse of time, or both, would constitute an event of default under the Indenture, has occurred or is continuing. (j) The proceeds of the Bonds shall be applied to the payment of capital cost of the Project, as required by the Act. (k) The Lease shall be in form and substance reasonably satisfactory to the Original Purchaser. (The remainder of this page is intentionally left blank.) 11 5600861v1