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

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replacement and restoration. So long as the Company has not received notice from the Trustee that it is in default hereunder, any Net Proceeds received by the Trustee shall be deposited in a separate account and released from time to time by the Trustee upon receipt from the Company of a certificate setting forth such repair, reconstruction, replacement and restoration costs and subject to the procedures and requirements set forth in a disbursing agreement to be entered into between the Company, the Trustee, and the Title Insurer for the reconstruction of the Schoolhouse; or (b) Option B - Prepayment of Bonds. The Company may elect to have the Net Proceeds plus additional moneys, if any, from the Company, deposited into the Bond Fund and to have Bonds redeemed in an amount not in excess of the amount so deposited (unless all Outstanding Bonds are to be redeemed as provided in Section 9.2 hereof); provided the Company supplies the Trustee with an opinion of an Independent consultant reasonably stating that the property destroyed or condemned was not essential to the use of the Schoolhouse as contemplated herein and in the Indenture and that net revenues of the Schoolhouse and the Company will not be materially adversely affected by such destruction; provided, however, no such opinion shall be required if all Bonds Outstanding are to be redeemed and paid in full. In such event the Company shall, in its notice of election to the Trustee, direct the Trustee to deposit such Net Proceeds, when and as received, in the Bond Fund. It is agreed that in the event the Company shall elect Option A or is unable to obtain the opinion required by Option B, the Company shall complete the repair, reconstruction, replacement and restoration of the Schoolhouse, whether or not the Net Proceeds arc sufficient to pay for the same. Upon completion of such repair, reconstruction, replacement and restoration any excess moneys from the Net Proceeds over and above the costs of such repair, reconstruction, replacement and restoration shall be deposited by the Trustee in the Bond Fund; provided, that the Company may prepay a portion of the Bonds with excess Net Proceeds after repair or restoration if a certificate from an Independent consultant reasonably states that the Schoolhouse has been restored or repaired to substantially the same condition as it was before the damage or condemnation. Any notice required to be given by the Company to the Trustee and EMMA under this Section 5.2 shall contain a description in reasonable detail of the work to be performed to repair and restore the Schoolhouse; the estimated cost and timetable for completion of such work; and the sources of funding available therefore. Section 5.3 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 5.2(a) hereof, the Company will nonetheless complete the work and will pay any cost in excess of the amount of the Net Proceeds held by the Trustee. The Company agrees that if by reason of any such insufficiency of the Net Proceeds, the Company shalt make any payments pursuant to the provisions of this Section, the Company shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or the Registered Owners of any of the Bonds, nor shall the Company be entitled to any diminution of the amounts payable under Section 4.2 hereof or any other amounts payable by the Company hereunder. 22 5G008G1v1