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

Home

Loan Agreement and all supplements thereto, as well as the Lease, the Mortgage and such other security agreements, financing statements and all supplements thereto and other instruments as maybe required or recommended from time to time by Company's counsel or by Bond Counsel or by the Trustee (acting at the advice of counsel) to be kept, to be recorded and filed in such manner and in such places as may from time to time be required by law in order to preserve and protect fully the security interests of the Bondholders of the Bonds and the rights of the Trustee under the Indenture and this Loan Agreement and, upon advice of counsel, to take or cause to be taken any and all other action necessary to perfect the security interests created by the Indenture, all at the expense of the Company. Section 8.5 Release of Property. At the request of the Charter School, the Company may sell a portion of the Mortgaged Property that constitutes unimproved real property and does not contain any permanent structure necessary for the operating unity and efficiency of the School Facilities upon compliance with Section [_] of the Tax Certificate and this Section 8.5. Under Section [_] of the Mortgage, upon compliance with the foregoing requirements, Exhibit A attached to the Mortgage maybe amended to effectuate such sale. Any and all proceeds from the sale of the Released Property shall be deposited to the Disposition Proceeds Fund and expended within two years of the sale of such Released Property for capital costs of the 2022 Project, additional Improvements to the School Facilities or to redeem a portion of the Series 2022A Bonds. The Company is authorized to make such sale, transfer or conveyance upon delivery by the Company to the Trustee of the following: (a) A Company Certificate setting forth in substance as follows: (i)the amount of acres or square feet of the Released Property; (ii) the calculation of the release price for the Released Property, which shall be equal to or greater than the fair market value of the Released Property; (iii) no Event of Default exists under this Loan Agreement, the Mortgage, the Lease, or the Continuing Disclosure Agreement; and (iv) all conditions precedent provided for under this Section 8.5, Section [3.5] of the Tax Certificate, and Section 4.5 of the Mortgage have been complied with; (b) A Certificate executed by the Charter School setting forth in substance as follows: (i) confirming the information provided in the Company Certificate described in Section 8.5(a)(i) through (iv) hereof; (ii) no Event of Default exists under the Lease, the Pledge Agreement, or the Continuing Disclosure Agreement; (iii) the Released Property is not needed for the operation of the School Facilities and is not necessary for the total operating unity and efficiency of the School Facilities; (iv) the release of the Released Property will not impair the structural integrity of the School Facilities or the usefulness of the School Facilities for these purposes and will not inhibit adequate means of ingress to or egress from the School Facilities; and (v) all conditions precedent provided for under this Section and Section 4.5 of the Mortgage have been complied with; (c) An ALTA survey prepared by a registered land surveyor describing and showing the Mortgaged Property, after the sale of the Released Property and showing that the Released Property does not contain any permanent structure necessary for the total operating unity and efficiency of the School Facilities; 34 730911770