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

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shall attach and be valid and binding from and after the date of this Loan Agreement, without any physical delivery thereof or further act. Section 7.7 Consent to Trustee's Access to Information. The Company hereby consents to the right of the Trustee to inspect, review, duplicate, and make public to the extent authorized by law, any information, or documents in accordance with the Indenture including information pertaining in any manner to the School Facilities, the Company or the Company's business, assets, liabilities, financial condition, operations, or compliance with any documents related to the Bonds. The Issuer and the Company hereby agree that the Trustee is intended to be a third-party beneficiary of the provisions of this Section, who may enforce the provisions of this Section as though a party hereto; and, notwithstanding any other provision herein or in the Indenture, this Section shall not be amended, modified, or waived by the Issuer or the Company without the written consent of the Trustee. Section 7.8 Election to Contest Determination of Taxability. The Trustee is required under the Indenture to notify the Company by certified mail, return receipt requested, at any time the Trustee receives a written notification of the issuance,prior to the maturity date or redemption of all Bonds, of a statutory notice of deficiency by the United States Department of the Treasury, Internal Revenue Service, or a decision by a court of competent jurisdiction, holding in effect that the interest on any Tax-Exempt Bond is includable for federal income tax purposes in the gross income of the Bondholder thereof. The Company shall have thirty (30) days from the date of receipt of such notice (as evidenced by the date on the return receipt) to provide the Trustee with notice of its intent to contest such a potential Determination of Taxability. Any such notice of intent to contest from the Company to the Trustee, in order to be effective, must be accompanied by an opinion of Independent Counsel to the effect that there is a reasonable basis for the Company to proceed with such contest. The Trustee will promptly notify all Bondholders of the Tax-Exempt Bonds of such election. Section 7.9 Assurance of Tax Exemption. The Company understands after consultation with such legal counsel as deemed appropriate, that the exclusion from gross income of interest on any Tax-Exempt Bonds (including the Series 2022A Bonds) for federal income tax purposes is dependent on the accuracy and truthfulness of representations made herein and in the Tax Certificate. The Company covenants and warrants that such representations are accurate and truthful, and the Company shall comply with the Tax Certificate. Section 7.10 Financial Statements. The Company agrees to furnish to the dissemination agent named in the Continuing Disclosure Agreement and EMMA(and to the Issuer and the Trustee, upon request) the reports the Company is required to furnish pursuant to the Continuing Disclosure Agreement;provided,however,that failure by the Company to provide any such information shall not constitute an Event of Default. Section 7.11 Additional Indebtedness. Unless it obtains prior written consent of the Majority Bondholder(s) and an amendment to the Lease providing for additional Lease Revenues sufficient to pay the principal, interest and any related fees for such Additional Bonds and an amendment to the Pledge Agreement and the Mortgage providing coverage for such additional Indebtedness, the Company shall not incur any Indebtedness other than (a) the Indebtedness with 29 730911770