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135242317v3 <br /> <br /> <br />12 <br /> <br />(g) No approval, permit, consent, authorization or order of any court, <br />governmental agency or public board or body not already obtained is required to be <br />obtained by Fiscal Agent as a prerequisite to (i) the execution and delivery of this Project <br />Loan Agreement and the other Financing Documents to which Fiscal Agent is a party, (ii) <br />the authentication or delivery of the Governmental Note, (iii) the performance by Fiscal <br />Agent of its obligations under this Project Loan Agreement and the other Financing <br />Documents to which it is a party, or (iv) the consummation of the transactions contemplated <br />by this Project Loan Agreement and the other Financing Documents to which Fiscal Agent <br />is a party. Fiscal Agent makes no representation or warranty relating to compliance with <br />any federal or state securities laws. <br />Section 2.04 Arbitrage and Rebate Fund Calculations. Borrower shall (a) take or <br />cause to be taken all actions necessary or appropriate in order to fully and timely comply with <br />Section 4.12 of the Funding Loan Agreement, and (b) if required to do so under Section 4.10 of <br />the Funding Loan Agreement, select at Borrower’s expense, a Rebate Analyst reasonably <br />acceptable to Governmental Lender for the purpose of making any and all calculations required <br />under Section 4.10 of the Funding Loan Agreement. Such calculations, if required, shall be made <br />in the manner and at such times as specified in Section 4.10 of the Funding Loan Agreement. <br />Borrower shall cause the Rebate Analyst to provide such calculations to Fiscal Agent and <br />Governmental Lender at such times and with such directions as are necessary to comply fully with <br />the arbitrage and rebate requirements set forth in the Funding Loan Agreement and to comply fully <br />with Section 148 of the Code, including the timely payment of any arbitrage rebate owed. <br />Section 2.05 Tax Covenants of Borrower. Borrower covenants and agrees that: <br />(a) It will at all times comply with the terms of the Tax Certificate and the TEL <br />Regulatory Agreement. <br />(b) It will not take, or permit to be taken on its behalf, any action which would <br />cause the interest payable on the Governmental Note to be included in the gross income of <br />the holders thereof for federal income tax purposes, and will take such action as may be <br />necessary in the opinion of Bond Counsel to continue such exclusion from gross income, <br />including, without limitation, the preparation and filing of all statements required to be <br />filed by it in order to maintain the exclusion (including, but not limited to, the filing of all <br />reports and certifications required by the TEL Regulatory Agreement). <br />(c) No changes will be made to the Project, no actions will be taken by <br />Borrower and Borrower will not omit to take any actions, which will in any way adversely <br />affect the tax-exempt status of the Governmental Note. <br />(d) It will comply with the requirements of Section 148 of the Code and the <br />Treasury Regulations issued thereunder throughout the term of the Funding Loan and the <br />Project Loan and will not make any use of the proceeds of the Funding Loan or the Project <br />Loan, or of any other funds which may be deemed to be proceeds of the Governmental <br />Note under the Code and the Treasury Regulations, which would cause the Governmental <br />Note to be “arbitrage bonds” within the meaning of Section 148 of the Code.