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

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entity or permit one or more other legal entities to consolidate with or merge into the Company. (d) The Company has received from the Internal Revenue Service a determination letter stating that it is an exempt organization under Section 501(c)(3) of the Code and is not a "private foundation" as defined in Section 509(a) of the Code. No revenues derived from any portion of the School Facilities do or shall constitute "unrelated business income"to the Company within the meaning of Section 513(a)of the Code, except as may be specifically permitted by Section 145(a) of the Code in amounts that would not require the interest on the Tax-Exempt Bonds to become includable in gross income for purposes of federal income taxation. (e) The Company is duly authorized to own the School Facilities and lease the same to the Charter School under the laws, rulings, and regulations of the State, and the Company has obtained all requisite approvals of the State and other federal, regional, and local governmental bodies required to be received in connection with the ownership of the School Facilities. (f) The execution of the Company Documents will not result in a breach of any terms of, or constitute a default under: (1) any indenture, mortgage, deed of trust, lease, or other agreement or instrument to which the Company is a party or by which it or any of its property is bound; or(ii) the Articles of Incorporation or the Bylaws; or(iii) any judgment, injunction, laws, or regulations of any court or other governmental body applicable to the Company or its property, such that such breach or default will have a materially adverse effect upon the Company's ability to perform its covenants hereunder. (g) The proceeds derived from the sale of the Series 2022 Bonds will be used to finance the costs of the Series 2022 Project. (h) The Company will continue to lease the Proj ect Building(as described more fully in EXHIBIT B attached hereto) to the Charter School to be operated as a public (charter) school until the date on which all of the Bonds have been fully paid and are no longer Outstanding. (i) The cost of financing the 2022 Project including funding the Reserve Fund, financing capitalized interest, and paying any expenses incurred in connection therewith shall not be less than the aggregate principal amount of the Series 2022 Bonds. 0) The Company covenants, warrants and represents to the Trustee and its respective successors and assigns, to the best of the Company's knowledge, based solely upon representations of the School, (i) that, except for uses in compliance with applicable environmental laws, it has not used or permitted and will not use or permit the School Facilities to be used, whether directly or through contractors, agents or tenants, and except as disclosed to the Trustee in writing on or prior to the issuance of the Series 2022 Bonds (the "Bond Closing"), for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemical wastes or substances as defined in the Federal Comprehensive Environmental Response 4 730911770