02-28-2013 Council Agenda - Laserfiche WebLink

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(o) The Borrower shall maintain such written procedures as appropriate and applicable to ensure.the Borrower's principal responsibility for compliance with the post - issuance requirements necessary to maintain the tax - exempt status of the interest on the Note, including requirements that must be continually monitored, including (i) monitoring the investment (pending expenditure) of Note proceeds (and keep detailed records thereof) in order to assure compliance with the arbitrage requirements applicable to the Note, (ii) monitoring the expenditure of Note proceeds (and keep detailed records thereof), (iii) monitoring the use of the Project in order to ensure that the Note continues to qualify as a qualified 501(c)(3) bond within the meaning of Section 145 of the Code, (iv) periodically consulting with Bond Counsel with respect to arbitrage issues and compliance, and (v) consulting with Bond Counsel as necessary to determine whether, and to what extent, any change in the use or purpose of the financed facility will require any remedial action under the relevant Treasury Regulations. 4. Section 5.1 of the Loan Agreement is amended by adding at the end of the second sentence thereof the following: ; and of 3% of the then outstanding Principal Balance if the prepayment occurs after March 20, 2013. 5. All references to the Note in the Loan Agreement shall refer to the Original Note, as amended by the First Amendment to Educational Facilities Revenue Note, Series 2007 ( "First Amendment of Note ") dated as of March 20, 2013, and all references to the Mortgage shall refer to the Mortgage, as amended by the First Amendment to Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated as of March 20, 2013 ( "First Amendment of Mortgage "). 6. Except as herein amended or supplemented all other provisions of the Loan Agreement shall remain in full force and effect. 7. In the event any provision of this Amendment shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 9. This Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota. 5216559v2 2 16