Common use of Discharge of Indebtedness Clause in Contracts

Discharge of Indebtedness. Releases, Etc. The indebtedness of the Company referred to in Exhibit 5.3.8 attached hereto, including, but not limited to, any debt of the Company in any way related to the Condominiums, ("Terminated Obligations") shall be paid in full or refinanced on terms acceptable to the Parent, and the Principal Shareholders shall cause all holders of any such Terminated Obligations to deliver to the Parent, in form reasonably satisfactory to the Parent and the lenders to the Parent or Merger Sub, such customary releases, termination statements, consents, approvals or other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claims, or rights of such holders against the Surviving Corporation or the Parent or any of their respective assets in connection therewith. Except as set forth in the next paragraph of this Section 5.3.8, the consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Principal Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company and so waived by the Parent. Prior to the Closing, the Parent investigated and reviewed the books and records relating to the operation of the Company, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Company's, the Principal Shareholders' or the Trustee's representations or warranties contained herein untrue or misleading. To the extent that the Parent has actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Company's, the Principal Shareholders' or the Trustee's representations or warranties), and fails to notify the Company, the Principal Shareholders, and the Trustee, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Company, the Principal Shareholders and the Trustee shall remain unaffected. Likewise, prior to the Closing, the Company, the Principal Shareholders and the Trustee investigated and reviewed the books and records relating to the operation of the Parent and Merger Sub, and inspected the Parent's and Merger Sub's assets as they considered necessary to satisfy them as to the condition of the Parents' and Merger Sub's business and properties. The Company, the Principal Shareholders and the Trustee have notified the Parent and Merger Sub of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Parent's or Merger Sub's representations or warranties contained herein untrue or misleading. To the extent that the Company, the Principal Shareholders or the Trustee have actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Parent's or Merger Sub's representations or warranties), and fails to notify the Parent and Merger Sub, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Parent and Merger Sub shall remain unaffected.

Discharge of Indebtedness. ReleasesIf the Agency shall pay or cause to be paid, Etc. The indebtedness or there shall otherwise be paid, to the Owners of all Outstanding Bonds the interest due thereon and the principal thereof, at the times and in the manner stipulated therein and in this Indenture, then the Owners of such Bonds shall cease to be entitled to the pledge of Pledged Revenues, and all covenants, agreements and other obligations of the Company referred to in Exhibit 5.3.8 attached hereto, including, but not limited to, any debt of the Company in any way related Agency to the CondominiumsOwners of such Bonds under this Indenture shall thereupon cease, ("Terminated Obligations") terminate and become void and be discharged and satisfied. In such event, the Trustee shall be paid in full or refinanced on terms acceptable execute and deliver to the ParentAgency all such instruments as may be desirable to evidence such discharge and satisfaction, and the Principal Shareholders Trustee shall cause all holders of any such Terminated Obligations to pay over or deliver to the Parent, in form reasonably satisfactory Agency all money or securities held by them pursuant to this Indenture which are not required for the Parent payment of the interest due on and the lenders to principal or Accreted Value of such Bonds other than the Parent or Merger Submoneys, such customary releases, termination statements, consents, approvals or other documents or instruments requiredif any, in the judgment Rebate Fund. Bonds for the payment of which money shall have been set aside (through deposit by the Agency or otherwise) to be held in trust by the Trustee for such payment at the maturity or redemption date thereof shall be deemed, as of the Parentdate of such setting aside, to release have been paid within the meaning and terminate all liens, security interests, claims, or rights of such holders against with the Surviving Corporation or the Parent or any of their respective assets in connection therewith. Except as set forth effect expressed in the next first paragraph of this Section 5.3.8, the consummation of the Closing section. Any Outstanding Bonds shall not be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholder, and requests a waiver maturity date thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights been paid within the meaning and remedies hereunder forwith the effect expressed in the first paragraph of this section if (1) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Federal Securities (including any Federal Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the interest due and to become due on such Bonds on and prior to the maturity date thereof, and the Principal Shareholders principal or Accreted Value of such Bonds (the sufficiency of such amounts to be appropriately verified), (2) the Agency shall have given the Trustee in form satisfactory to it irrevocable instructions to mail, as soon as practicable, a notice to the Owners of such Bonds that the deposit required by (1) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity date upon which money is to be available for the payment of the principal or Accreted Value of such Bonds, (3) the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Agency) to apply such money to the payment of such principal of and premium, if any, and interest on such Bonds and provided, further, that the Agency and the Trustee shall have received (A) an opinion of nationally recognized bond counsel to the effect that such deposit shall not cause interest on the Bonds to be included in the gross income of the beneficial owner thereof for federal income tax purposes and that the Bonds to be discharged are no liability longer Outstanding and (B) a verification report of a firm of certified public accountants or other financial services firm acceptable to the Agency and the Bond Insurer verifying that the money or securities so deposited or held together with respect toearnings thereon will be sufficient to make all payments of principal of and premium, if any, and interest on the Bonds to be discharged to and including the earlier of their respective maturity dates or the date they are to be redeemed; and (4) the Agency shall have received and the Bond Insurer shall have approved opinions regarding the validity and enforceability of the escrow agreement. Further, the Bond Insurer shall be provided an opinion of counsel that (A) the escrow deposit will not constitute a voidable preference or transfer under the Federal Bankruptcy Code or any other similar state or federal statute in the event the Agency becomes a debtor within the meaning of the Federal Bankruptcy Code or comes within the protection of such similar state or federal statute (“Insolvency Event”), and (B) in such Insolvency Event, the escrow deposit will not be treated as part of the estate of the Agency. Any escrow agreement must be reasonably acceptable to the Bond Insurer. Neither Federal Securities nor money deposited with the Trustee pursuant to this section nor interest or principal payments on any such specifically identified breachFederal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the interest on and principal or Accreted Value of such Bonds; provided that any cash received from such interest or principal payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent so identified by practicable, be reinvested at the Company and so waived by the Parent. Prior to the Closing, the Parent investigated and reviewed the books and records relating to the operation written direction of the CompanyAgency in Federal Securities maturing at times and in amounts sufficient to pay when due the interest on and principal or Accreted Value of such Bonds on and prior to such maturity date thereof, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Company's, the Principal Shareholders' or the Trustee's representations or warranties contained herein untrue or misleading. To the extent that the Parent has actual knowledge of any interest earned from such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Company's, the Principal Shareholders' or the Trustee's representations or warranties), and fails to notify the Company, the Principal Shareholders, and the Trustee, the applicable representation or warranty known to be untrue or misleading reinvestments shall be unenforceabledeposited in the Revenue Fund. In all other respectsFor the purposes of this section, the representations Federal Securities shall mean and warranties of the Company, the Principal Shareholders and the Trustee shall remain unaffected. Likewise, include only such securities as are not subject to redemption prior to the Closing, the Company, the Principal Shareholders and the Trustee investigated and reviewed the books and records relating to the operation of the Parent and Merger Sub, and inspected the Parent's and Merger Sub's assets as they considered necessary to satisfy them as to the condition of the Parents' and Merger Sub's business and properties. The Company, the Principal Shareholders and the Trustee have notified the Parent and Merger Sub of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Parent's or Merger Sub's representations or warranties contained herein untrue or misleading. To the extent that the Company, the Principal Shareholders or the Trustee have actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Parent's or Merger Sub's representations or warranties), and fails to notify the Parent and Merger Sub, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Parent and Merger Sub shall remain unaffectedtheir maturity.

Discharge of Indebtedness. Releases(a) If the City shall pay or cause to be paid, Etc. The indebtedness or there shall otherwise be paid, subject to any limitations contained in a Supplemental Indenture with respect to a Series of Bonds, to the Holders of all Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in full, then the pledge of any Revenues and other moneys, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations of the Company referred City to in Exhibit 5.3.8 attached heretothe Bondholders, includingSecurity Instrument Issuers and Reserve Instrument Issuers shall thereupon cease, but not limited toterminate and become void and be discharged and satisfied. In such event, any debt the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the Company in any way related City, shall execute and deliver to the Condominiums, ("Terminated Obligations") shall City all such instruments as may be paid in full or refinanced on terms acceptable desirable to the Parentevidence such discharge and satisfaction, and the Principal Shareholders Agents shall cause all holders of any such Terminated Obligations to pay over or deliver to the Parent, in form reasonably satisfactory City all moneys or securities held by them pursuant to the Parent Indenture which are not required for the payment of Principal or Redemption Price, if applicable, and interest on Bonds not theretofore surrendered for such payment or redemption. If the lenders City shall pay or cause to the Parent or Merger Sub, such customary releases, termination statements, consents, approvals or other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claimsbe paid, or rights of such holders against the Surviving Corporation or the Parent or any of their respective assets in connection therewith. Except as set forth in the next paragraph of this Section 5.3.8, the consummation of the Closing there shall not otherwise be deemed to be a waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Principal Shareholders shall have no liability with respect to, any such specifically identified breachpaid, to the extent so identified by Holders of any Outstanding Bonds the Company Principal or Redemption Price, if applicable, and so waived by interest due or to become due thereon, at the Parent. Prior times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Closing, the Parent investigated and reviewed the books and records relating to the operation of the Company, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Company's, the Principal Shareholders' or the Trustee's representations or warranties contained herein untrue or misleading. To the extent that the Parent has actual knowledge of any such discrepancy, statement or state of facts (and the significance Holders of such discrepancyBonds shall thereupon cease, statement or state of facts as such relates to the Company's, the Principal Shareholders' or the Trustee's representations or warranties), terminate and fails to notify the Company, the Principal Shareholders, become void and the Trustee, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations discharged and warranties of the Company, the Principal Shareholders and the Trustee shall remain unaffected. Likewise, prior to the Closing, the Company, the Principal Shareholders and the Trustee investigated and reviewed the books and records relating to the operation of the Parent and Merger Sub, and inspected the Parent's and Merger Sub's assets as they considered necessary to satisfy them as to the condition of the Parents' and Merger Sub's business and properties. The Company, the Principal Shareholders and the Trustee have notified the Parent and Merger Sub of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Parent's or Merger Sub's representations or warranties contained herein untrue or misleading. To the extent that the Company, the Principal Shareholders or the Trustee have actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Parent's or Merger Sub's representations or warranties), and fails to notify the Parent and Merger Sub, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Parent and Merger Sub shall remain unaffectedsatisfied.

Discharge of Indebtedness. Releases, Etc. The indebtedness of the Company referred to in Exhibit 5.3.8 5.3.7 attached hereto, including, but not limited to, any debt of the Company in any way related to the Condominiums, hereto ("Terminated Obligations") shall be paid in full or refinanced on terms acceptable to the Parent, and the Principal Shareholders shall cause all holders of any such Terminated Obligations to deliver to the Parent, in form reasonably satisfactory to the Parent and the lenders to the Parent or Merger Sub, such customary releases, termination statements, consents, approvals or other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claims, or rights of such holders against the Surviving Corporation Company or the Parent or any of their respective assets in connection therewith. Except as set forth in the next paragraph of this Section 5.3.8, the The consummation of the Closing shall not be deemed to be a waiver by the Parent or the Surviving Corporation Company of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger SubParent; provided, however, that if the Company Shareholders shall disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholderherein, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving CorporationCompany, for themselves and for each Parent Indemnified Party (as defined below) shall be deemed to have waived their respective rights and remedies hereunder for, and the Principal Shareholders shall have no liability with respect to, any such specifically identified breach, to the extent so identified by the Company Shareholders and so waived by the Parent. Prior to the Closing, the Parent investigated and reviewed the books and records relating to the operation of the Company, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Company's, the Principal Shareholders' or the Trustee's representations or warranties contained herein untrue or misleading. To the extent that the Parent has actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Company's, the Principal Shareholders' or the Trustee's representations or warranties), and fails to notify the Company, the Principal Shareholders, and the Trustee, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Company, the Principal Shareholders and the Trustee shall remain unaffected. Likewise, prior to the Closing, the Company, the Principal Shareholders and the Trustee investigated and reviewed the books and records relating to the operation of the Parent and Merger Sub, and inspected the Parent's and Merger Sub's assets as they considered necessary to satisfy them as to the condition of the Parents' and Merger Sub's business and properties. The Company, the Principal Shareholders and the Trustee have notified the Parent and Merger Sub of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Parent's or Merger Sub's representations or warranties contained herein untrue or misleading. To the extent that the Company, the Principal Shareholders or the Trustee have actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Parent's or Merger Sub's representations or warranties), and fails to notify the Parent and Merger Sub, the applicable representation or warranty known to be untrue or misleading shall be unenforceable. In all other respects, the representations and warranties of the Parent and Merger Sub shall remain unaffected.