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Section 2.4. Modification and Termination of Special Tax Covenants. ' <br /> (a) Subsequent to the issuance of the Bonds and prior to their payment in full (or ' <br /> provision for the payment thereof having been made in accordance with the provisions of this , <br /> Loan Agreement and the Bond Resolution), this Loan Agreement may not be amended, changed, �', <br /> modified, altered or terminated except as permitted herein and as permitted by the Assignment , <br /> with the written consent of the Assignee. The Issuer (upon written request of the Assignee) and �I <br /> the Company hereby agree to amend this Loan Agreement to the extent required, in the opinion of I <br /> Bond Counsel, in order for interest on the Bonds to remain tax-exempt under Section 103 of the I� <br /> Code and in order for the Bonds to retain their designation as "Qualified Tax Exempt ' <br /> Obligations," except that any such amendment may not materially alter the indemnification rights I'� <br /> of the Issuer set forth in Section 6.4 hereof. The party requesting such amendment shall notify the I <br /> other party to this Loan Agreement and the Assignee of the proposed amendment, with a copy to ' <br /> Bond Counsel. After review of such proposed amendment, Bond Counsel shall render to the I <br /> Assignee an opinion as to the effect of such proposed amendment upon the includability of <br /> interest on the Bonds in the gross income of the recipient thereof for Federal income t� purposes I <br /> and shall send a copy of such opinion to the Issuer and the Company. The Company shall <br /> reasonably compensate Bond Counsel for reviewing such proposed amendment and rendering <br /> such opinion. <br /> (b) The Company, the Issuer (upon written request of the Assignee or the Company or <br /> upon receipt of an opinion of Bond Counsel), and when applicable, the Assignee shall execute, <br /> deliver and, if applicable, file of record any and all documents and instruments necessary, in the <br /> opinion of Bond Counsel, to effectuate the intent of this Section, and both the Company and the <br /> Issuer hereby appoint the Assignee as their true and lawful attorney-in-fact to execute, deliver <br /> and, if applicable, file of record on behalf of the Company or the Issuer, as is applicable, any such <br /> document or instrument (in such form as may be approved by Bond Counsel); provided, however, <br /> that the Assignee shall take no action under this subsection (b) without first notifying the <br /> Company and the Issuer of its intention to take such action and providing the Company or the <br /> Issuer, or both as is applicable, a reasonable opportunity to comply with the requirements of this <br /> Section. <br /> ARTICLE III <br /> ISSUANCE OF THE BONDS; <br /> LOAN BY THE ISSLJER TO THE COMPANY; <br /> NOTE; ADDITIONAL PAYMENTS; ADDITIONAL NOTES <br /> Section 3.1. Agreement to Issue the Bonds. <br /> The Issuer will issue, sell and deliver the Bonds to the purchasers thereof and loan the <br /> proceeds thereof to the Company to provide funds for the payment of the Project Costs. The <br /> Bonds will be issued pursuant to the Bond Resolution in the aggregate principal amount of <br /> $750,000 and will bear interest, mature and be subject to redemption and other terms and <br /> provisions as provided in this Loan Agreement and the Bond Resolution. The Company hereby <br /> acknowledges its agreement with the terms and conditions set forth in the Bond Resolution and <br /> 20 <br />