7A Request from Presbyterian Homes for Conduit Financing

Home Browse Search

_ _ . .. Subsection. So long as an independent consultant shall be employed ar�d the Borrower accepts and follows the recommendations of the independent consultan� or such alternate recommendations of ihe Board of Directors of the Borrower, the Borrower shall be deemed to be in cornplianee wiih ihe covenants pravided in this Subsection with respect to the fiscal yeaz in �vhich the Debi Service Cave�rage Ratio was Iess than 1.00 {the "Noncomp�iant Fiscal Year}. Thereafter, the Borrovver will maintain a Debt Service Caverage Ratio of at leas� 1.00 for each Fiscal Year following the Noncompliant Fiscal Year, and the Borrower shaIl not be deemed to be in compliance with the covenants contained in thiis Subsection if the Borrower retains an independent consultant as described herein. Section 4.10 Access. The Borrower grants to the Lender and to the Lender's agents access to the Project at any reasonabl� time during normal business haurs in arder to inspect the Project and the Borrower's other property. Section 4.11 Access to Books and Ins ection. The Borrower shall keep proper books of record ar�d accounts with respect io the use and operation of the Project, and, subject to any privacy laws applicabie io Borrower, upon request of the Lender, provide any duly authorized representative af the Lender access durira.g normal business haurs to, and perm'rt such representative to examine, copy or make exiracts from, or audit any and all books, recort�s and docurnents relating to the Projec#, the Borrower's affairs and to inspect any of its facilities and properties. (The Lender shall be permitted to disclose the in#'ormation conta�ned therein io iis legal counsel, its independent public accountants, any participating lenders, or in connection with any action to collect any indebtedness of the Bozxower or io enforce this Agreemeni and the documents related hereto, or as othenvise permittec� or required by law). Section 4.12 Il2S Audit Ex�enses. The Borrower agrees to pay any reasonable costs incurred by th� City as a result of the City's compliance wiih an audit, random or otherwise, by the Internal Re�renue Service or the Minnesota Department of Revenue with respect to the Nate ar the Project. Sectian 4.13 Bank ualification. The Borrower agrees to pay to the Ciiy the amount required to reirz�burse the Ciry for loss o� "bank qualification" for any Unqualified Bonds i�s�ed in 2008 (re�erred to as the "Reimbursement Amount"}. The tern� "Unqualified Bands" means bonds issued by ihe City {excluding "qualified 501(c){3) bonds" as defined in Section I45 of the Code) which would have been eligible for bank quali�ication had the Note not been issued. The Reirnbursement Amount shall be calculated as follovc�s: (i) the present value of the to�al debt service payable on the Unqualified Bonds ta th�ir stated maturiiy dates, less (ii) the present vatue af the total debt service that would have been payable on the Unqualified Bonds to their stated maturity dates if the Unqualified Bonds had been "qualified tax-exemipt obligatians" far the purposes of Section 265(b}(3) of the Code. For the purposes of this paragraph, present vaiue will be calculated using ihe assum�d yield described in c�ause {ii}, which yield wi11 be dete�nined by an independent financial advisor {mutually agreed upon by the City and the Borrower) based on the best availabie market evid�nce as of the date of acceptance of the bid or praposal frorn the purchaser of the Unqualified Bands. The Reimbursement Am.ount for any Unqualif ed Bonds shall be payable within 15 days a.fter Borrower's receipt from the City of written notice as io the a�nount calculated by the City's f nancial advisor. All fees zncurred by the Cify with respect to the calculation of the R�irnburse�x�.ent Amount and the collection of amourits due with respect 2208845v4 1 �