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

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Section as though a party hereto; and, notwithstanding any other provision herein or in the Indenture, this Section shall not be amended, modified or waived by the Issuer or the Company without the written consent of the Trustee. Section 6.8 Election to Contest Determination of Taxability. The Trustee is required under the Indenture to notify the Company by certified mail, return receipt requested, at any time the Trustee receives a written notification of the issuance, prior to the maturity date or redemption of all Bonds, of a statutory notice of deficiency by the United States Department of the Treasury, Internal Revenue Service, or a decision by a court of competent jurisdiction, holding in effect that the interest on any Series A Bond is included for federal income tax purposes in the gross income of the registered owner thereof. The Company shall have 30 days from the date of receipt of such notice (as evidenced by the date on the return receipt) to provide the Trustee with notice of its intent to contest such a potential Determination of Taxability. Any such notice of intent to contest from the Company to the Trustee, in order to be effective, must be accompanied by an opinion of Independent Counsel to the effect that there is a reasonable basis for the Company to proceed with such contest. Section 6.9 Assurance of Tax Exemption. The Company understands after consultation with such legal counsel as deemed appropriate, that the exclusion from gross income of interest on the Series A Bonds for federal income tax purposes is dependent on the accuracy and truthfulness of representations made in the Tax Regulatory Agreement. The Company covenants and warrants that such representations are accurate and truthful and the Company shall comply with the Tax Regulatory Agreement. Section 6.10 Financial Statements. Commencing with the Fiscal Year ending June 30, 2013, the Company agrees to furnish to the Trustee and EMMA (and to the Issuer, upon request), by no later than 150 days after the close of each Fiscal Year during the terra hereof, a copy of the audited fnancial statements of the Company for the preceding Fiscal Year, including a balance sheet and operating statements audited by an independent certified public accountant. Section 6.11 Additional Indebtedness. Without the prior written consent of the Majority Bondholder and an amendment to the Lease providing for additional Lease Revenues sufficient to pay the principal, interest and any related fees for such Additional Bonds, the Company shall not incur any Indebtedness other than (a) the Indebtedness with respect to the Bonds, or (b) Additional Bonds issued pursuant to Section 2.12 of the Indenture. Section 6.12 Covenants of the School. The Company shall cause the School in the Pledge Agreement to agree and covenant that, for the Term of Agreement, the School will: (a) Commencing for the fiscal year ending June 30, 2013, furnish to the Trustee and EMMA (and to the Issuer, upon request); by no later than 150 days after the close of each fiscal year of the School during the term of the Lease, a copy of the audited financial statements required of the School under Minnesota law for the preceding fiscal year, including a balance sheet and operating statements. (b) Prepare and submit to the Trustee and EMMA (and to the Issuer, upon request) by no later than June 30 of each year, a copy of the proposed budget for the 25 56OOS6 v1