Agenda - Council - 07/12/2022 - Laserfiche WebLink

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(b) Issuer's Fee and Issuer's Expenses. In addition to any other payments required hereunder, the Company shall pay the following amounts to the Issuer in immediately available funds on the due date thereof (or, if there is not a due date with respect to such payment, then upon demand of the Issuer): (i) all reasonable expenses paid or incurred by the Issuer in connection with the transactions contemplated by the Bonds and this Loan Agreement, including any legal, accounting, financial, or other costs paid or incurred by the Issuer; (ii) all costs and expenses, including without limitation, attorneys' fees, paid or incurred by the Issuer in connection with (A) the discussion, negotiation, preparation, approval, execution and delivery, and amendments or modifications of the Bonds, the Indenture, this Loan Agreement, and the documents and instruments related hereto or thereto; (B) the enforcement by the Issuer during the term hereof or thereafter of any of the rights or remedies of the Issuer hereunder or under the foregoing documents, or any document, instrument, or agreement related hereto or thereto; and(C)an audit,random or otherwise, by the Internal Revenue Service, the Minnesota Department of Revenue, or another department or office of the State with respect to the Bonds, the Company, the Charter School, or the School Facilities; and(iii) on the Date of Issuance of the Series 2022 Bonds, the Issuer Fee of $ , plus any and all costs incurred by the Issuer in connection with the financing of the 2022 Project. The Issuer Fee is not pledged to payment of the Bonds and may be used by the Issuer for any proper purpose of the Issuer. [BQ language to be provided by Bruce Sorenson.] (c) Trustee's Expenses. The Company will also pay the reasonable fees and expenses of the Trustee (including reasonable fees, costs, and expenses of counsel to the Trustee and including such reasonable fees and expenses in any Event of Default) and any paying agents under the Indenture, such reasonable fees, costs and expenses to be paid directly to the Trustee or any paying agents for the Trustee's or any such paying agents' own account as and when such reasonable fees and expenses become due and payable, and any reasonable expenses in connection with any redemption of the Bonds. (d) Reserve Fund. In addition, the Company agrees to pay to the Trustee for deposit in the applicable account of the Reserve Fund an amount equal to any deficiency in the applicable account of the Reserve Fund, as determined by the Trustee pursuant to Section 5.5 of the Indenture, such amount to be paid(i)within thirty(30) days after written notice from the Trustee if the deficiency is determined as a result of a determination of its Value; or (ii) if the deficiency is the result of a withdrawal for transfer to the Bond Fund or the Rebate Fund, within twelve (12) months of such withdrawal; provided, however, that amounts transferred from the Revenue Fund to the applicable account of the Reserve Fund pursuant to Section 5.2 of the Indenture shall be credited against the payments required under this subsection (d). (e) Late Payments. In the event the Company should fail to make any of the payments required in this Section, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and if such failure shall continue for a period of five (5) days after notice from the Trustee the Company agrees to pay the same with interest thereon from the date thereof at the Late Payment Rate to the extent permitted by law. 10 730911770