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

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acquired and the Company shall represent in the Disbursement Request that the land is a separate legal parcel and will be conveyed to the Company upon payment of the purchase price of the land. The Trustee has no duty or obligation to determine whether a disbursement is for the acquisition of land or to review the deed for compliance with the terms hereof. A Disbursement Request shall expressly state that it is for the acquisition of land and in the absence of such a statement, the Trustee may conclusively assume that the requested disbursement is not for the acquisition of land. (b) For purposes of complying with the requirements of this Section, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon the Disbursement Request, which may be submitted by Electronic Means (as defined in Section 9.1(t) of the Indenture), and shall not be bound to make any investigation into the facts or matters stated in such Disbursement Request. The receipt of such Disbursement Request shall be deemed an irrevocable determination that all conditions precedent to such disbursement from the 2022 Project Fund (including all conditions set forth in the Disbursing Agreement) have been satisfied. The Trustee shall not be responsible for determining whether the money credited to the 2022 Project Fund is sufficient to complete the 2022 Project. The Trustee shall not be responsible to collect lien waivers. (c) The Company agrees that it will not apply for or permit any disbursement from the 2022 Project Fund for payment of Issuance Costs relating to the Bonds. (d) Notwithstanding the provisions of this Section, the initial disbursement from the 2022 Project Fund shall be made as set forth in the closing statement dated as of the Date of Issuance provided it complies with the Disbursing Agreement. Section 5.7 Sums for Completion. The Company represents that in good faith and after diligent inquiry that the Company has determined that the 2022 Project can be completed at a price within the amount of proceeds available from the Bonds. The Issuer and the Trustee make no representation or warranty, express or implied,that the money on hand in the 2022 Proj ect Fund will be sufficient to pay all Series 2022 Project Costs. If the 2022 Project Fund is not sufficient to pay all Series 2022 Project Costs, the Company shall,pursuant to the Lease, nonetheless cause the Charter School to complete the 2022 Project and pay all costs incurred therefor without further reimbursement or delay. No payments by the Company under this Section 5.7 shall reduce the obligations of the Company or offset any other payment required to be made by the Company hereunder. Section 5.8 Completion Date of the 2022 Pr oi ect. [NOTE TO DRAFTER: DISCUSS WITH DEAL TEAM] (a) The Completion Date of the 2022 Project shall be the date on which the Trustee shall have received Company Certificates, in the form set forth in EXHIBIT F to the Indenture, for each of the Elementary School Campus and the Upper School Campus stating that the Elementary School Campus and the Upper School Campus, respectively, have been completed, including "punch list" items, in accordance with the Plans and Specifications then in effect and that all Project Costs relating thereto have been paid or are then due and payable in accordance with the Company Requests submitted pursuant to 21 730911770