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

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or under the Loan Agreement, and (iii) all other obligations secured by this Mortgage, this Mortgage shall be released of record, and the Mortgagee agrees to execute a release of this Mortgage at the sole cost and expense of the Mortgagor. Section 4.5 Partial Release of Mortt!aud Property. The Mortgagee and the Mortgagor agree and acknowledge that, at the written request of the Charter School and upon compliance with Section of the Tax Regulatory Agreement and Section 8.5 of the Loan Agreement,the Mortgagor may sell a portion of the unimproved Land that constitutes a portion of the Mortgaged Property that is not improved with any permanent structure or vertical improvement necessary for the operating unity and efficiency of the School Facilities (the "Released Property"). The Released Property shall be sold for fair market value in an arm's length transaction to a buyer who is not related in any way to the Company or the Charter School or any person who is a key employee or an officer or board member of either the Charter School or the Company. Any and all proceeds from the sale of the Released Property shall be expended within two years of the sale of such Released Property for capital costs of the Project or to redeem a portion of the Series 2022A Bonds. The Mortgagee shall have no duty to determine whether the Released Property has been sold for fair market value in an arm's length transaction to a buyer satisfying the conditions of this paragraph. Upon subdivision and conveyance of ownership of the Released Property in compliance with Section 8.5 of the Loan Agreement, the lien of this Mortgage shall be released with respect to the Released Property. To effectuate such subdivision, conveyance, and release of the lien on the Released Property,the Mortgagee shall execute a Partial Release of Mortgage and Assignment (the "Partial Release") in a form reasonably acceptable to the Mortgagee, acting with the advice of counsel at the sole cost and expense of the Mortgagor. Notwithstanding any other provision of this Mortgage, the Loan Agreement, or the Indenture, upon satisfaction of the requirements of Section 8.5 of the Loan Agreement and the deposit of the proceeds of the sale of any such Released Property with the Trustee to be held and applied as set forth in the Indenture, then this Mortgage may be amended to provide a revised description of the Land in EXHIBIT A attached hereto (and no other provision) without consent of any Bondholder in order to effectuate the release of the Released Property from the lien of the Mortgage and the revision of the description of the Land that is subject to this Mortgage. (The remainder of this page is intentionally left blank.) 19 73092175v4