SR 05:079 - Laserfiche WebLink

(c) Application for any Internal Revenue Service or other rulings deemed necessary by Attorneys (but only following consultation with ancl approval by the Issuer) to ensure the exemption of the interest component of the installment sale agreement from federal or, if applicable, State of California personal income taxation. (d) Subject to the completion of proceedings to the satisfaction of Attorneys, providing a legal opinion (i) approving the legality of the proceedings of the Issuer for the Financing, and (ii) stating that the interest component of the installment sale agreement is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxation. (e) Legal consultation requested by the Issuer concerning the Financing, and any resolutions, certificates, agreements and other documents relating to Financing at any time following issuance of the closing. (f) Attorneys shall perform such other and further services as are customarily performed by bond counsel on similar financings. Attorneys also shall not be responsible for (i) compliance by the Financing with arbitrage rebate requirements under federal tax law, other than to render advice as to the legal interpretation of such requirements as set forth in the documents relating to the Financing, (ii) the representation of the Issuer in connection with any litigation involving the Financing, or (iii) representation in connection with the continuing disclosure requirements of the Securities and Exchange Commission. Without limiting the generality of the foregoing, Attorneys shall not be responsible for preparing any calculations or documentation to establish compliance with such rebate requirements or otherwise for computing the amounts required to be rebated, or for providing any litigation or continuing disclosure services related to the Financing, without a separate agreement between the Issuer and Attorneys. Section 2. Compensation. For the services listed in Section 1, Attorneys shall be paid a percentage fee, applied to the aggregate principal amount of the installment sale agreement equal to the sum of: (a) one and one-half percent (1-1/2%) of the first $1 million principal amount of the installment sale agreement, plus (b) one-half of one percent (1/2%) of the next $5 million principal amount of the installment sale agreement, plus (c) one-quarter of one percent (1/4%) of the remaining principal amount of the installment sale agreement; not to exceed, in any event, $65,000.00. In addition, the Issuer shall reimburse Attorneys for all out-of pocket costs and expenses incurred by Attorneys in connection with their services hereunder for messenger and delivery services, photocopying, legal publication, and the cost of preparing transcripts of the proceedings for closing, with reimbursement for such expenses not to exceed, in any event, $4,000.00. In any event, payment of said compensation (including both fbes and reimbursable expenses) shall be entirely contingent upon the successful execution and delivery of the installment sale agreement and shall be payable solely from the proceeds of the Financing or other sources of financing for the Project. Section 3. Responsibilities of Issuer. The Issuer shall cooperate with Attorneys and shall furnish Attorneys with certified copies of ali proceedings taken by the Issuer and deemed necessary by Attorneys to render an opinion on the validity of the installment sale agreement. All costs and expenses incurred incidental to the actual execution and delivery of the -2-