Common use of Optional Prepayment of Promissory Note Upon Occurrence of Certain Extraordinary Events Clause in Contracts

Optional Prepayment of Promissory Note Upon Occurrence of Certain Extraordinary Events. At the option of the Borrower, the Promissory Note may be prepaid in whole (but not in part) if any of the following shall occur: (a) The Plant Complex shall have been damaged or destroyed to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider following such damage or destruction, (i) it is not practicable or desirable to rebuild, repair or restore the Plant Complex within a period of six consecutive months following such damage or destruction, or (ii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex for a period of at least six consecutive months; or (b) Title to or the temporary use of all or substantially all the Plant Complex shall have been taken under the exercise of the power of eminent domain by any governmental authority to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider, the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex for a period of at least six consecutive months; or (c) Any court or administrative body of competent jurisdiction shall enter a judgment, order or decree requiring the Borrower to cease all or any substantial part of its operations at the Plant Complex to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate filed with the Issuer, the Trustee and the Credit Facility Provider, the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex for a period of at least six consecutive months; or (d) As a result of any changes in the Constitution of Wisconsin or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal), this Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Loan Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or the Borrower as a consequence of the Bonds or the Promissory Note being Outstanding, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Loan Agreement. To exercise such option the Borrower shall give notice to the Issuer and the Trustee within 120 days following the occurrence of the event which is said to give rise to the right to exercise such option. The notice shall refer to this Section 5.01, shall describe and give the date of the subject event, shall have attached to it the requisite Borrower’s Certificate, and shall direct a redemption of all Outstanding Bonds pursuant to Section 405 of the Indenture on a specified Business Day for which the notice of redemption required by Section 402 of the Indenture can be given. As a further condition to the exercise of such option, the Borrower shall obtain the written consent of the Credit Facility Provider.

Optional Prepayment of Promissory Note Upon Occurrence of Certain Extraordinary Events. At The Borrower shall have the option of the Borrower, to prepay the Promissory Note may be prepaid in whole (but not or in part) if any , in an amount that is a multiple of $5,000, upon the following shall occurconditions: (a) The Plant Complex Facilities shall have been damaged or destroyed to such extent that, in the opinion of the Borrower expressed in a certificate of the Borrower’s Certificate Representative filed with the Issuer, Issuer and the Trustee and the Credit Facility Provider following such damage or destruction, (i) the completion of the Project will be delayed for at least six months, (ii) it is not practicable or desirable to rebuild, repair or restore the Plant Complex Facilities within a period of six consecutive months following such damage or destruction, or (iiiii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (b) Title to or the temporary use of all or substantially all of the Plant Complex Facilities shall have been taken under the exercise of the power of eminent domain by any governmental authority to such extent that, in the opinion of the Borrower expressed in a certificate of a Borrower’s Certificate Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, (i) the completion of the Project will be delayed for at least six months, or (ii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (c) Any court or administrative body of competent jurisdiction shall enter a judgment, order or decree requiring the Borrower to cease all or any substantial part of its operations at the Plant Complex Facilities to such extent that, in the opinion of the Borrower expressed in a certificate of a Borrower’s Certificate Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (d) As a result of any changes in the Constitution of Wisconsin or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal), this Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in this Loan Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or the Borrower as a consequence of the Bonds or the Promissory Note being Outstanding, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Loan Agreement. To exercise such option the Borrower shall give notice to the Issuer and the Trustee within 120 90 days following the occurrence of the event which is said to give rise to the right to exercise such option. The notice shall refer to this Section 5.01Section, shall describe and give the date of the subject event, shall have attached to it the requisite certificate of a Borrower’s CertificateRepresentative, and shall direct a redemption of all Outstanding Bonds pursuant to Section 405 3.01(b) of the Indenture on a specified Business Day for which the notice of redemption required by Section 402 3.04 of the Indenture can be given. As a further condition Prior to the exercise of such optionsaid redemption date, the Borrower shall obtain deposit with the written consent Trustee a sum sufficient of Eligible Funds, with other funds held by the Trustee and available for such purpose, to redeem such Bonds then Outstanding. As between the Issuer and the Borrower, the Borrower shall be entitled to the entire proceeds of any condemnation award or portion thereof made for damages to or takings of the Credit Facility ProviderFacilities or other property of the Borrower.

Optional Prepayment of Promissory Note Upon Occurrence of Certain Extraordinary Events. At The Borrower shall have the option of to prepay the Borrower, the Series 2021 Promissory Note may be prepaid in whole (but not or in part) if any of , in Authorized Denominations, upon the following shall occur: (a) conditions: The Plant Complex Facilities shall have been damaged or destroyed to such extent that, in the opinion of the Borrower expressed in a certificate of the Borrower’s Certificate Representative filed with the Issuer, Issuer and the Trustee and the Credit Facility Provider following such damage or destruction, (i) the completion of the Project will be delayed for at least six months, (ii) it is not practicable or desirable to rebuild, repair or restore the Plant Complex Facilities within a period of six consecutive months following such damage or destruction, or (iiiii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (b) or Title to or the temporary use of all or substantially all of the Plant Complex Facilities shall have been taken under the exercise of the power of eminent domain by any governmental authority to such extent that, in the opinion of the Borrower expressed in a certificate of a Borrower’s Certificate Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, (i) the completion of the Project will be delayed for at least six months, or (ii) the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (c) or Any court or administrative body of competent jurisdiction shall enter a judgment, order or decree requiring the Borrower to cease all or any substantial part of its operations at the Plant Complex Facilities to such extent that, in the opinion of the Borrower expressed in a certificate of a Borrower’s Certificate Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, the Borrower is or will be thereby prevented from carrying on its normal operations at the Plant Complex Facilities for a period of at least six consecutive months; or (d) or As a result of any changes in the Constitution of Wisconsin or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal), this Loan Agreement shall have become void or unenforceable or impossible of performance to perform in accordance with the intent and purposes of the parties as expressed in this Loan Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or the Borrower, in the opinion of the Issuer or the Borrower, as applicable, expressed in a certificate of an Issuer Representative or a Borrower Representative, as applicable, filed with the Trustee, as a consequence of the Series 2021 Bonds or the Series 2021 Promissory Note being Outstanding, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the date of this Loan Agreement. To exercise such option the Borrower shall give notice to the Issuer and the Trustee within 120 90 days following the occurrence of the event which is said to give rise to the right to exercise such option. The notice shall refer to this Section 5.01Section, shall describe and give the date of the subject event, shall have attached to it the requisite certificate of a Borrower’s CertificateRepresentative, and shall direct a redemption of all Outstanding Series 2021 Bonds pursuant to Section 405 3.01(b) of the Indenture on a specified Business Day for which the notice of redemption required by Section 402 3.04 of the Indenture can be given. As a further condition Prior to the exercise of such optionsaid redemption date, the Borrower shall obtain deposit with the written consent Trustee a sum sufficient of Eligible Funds, with other funds held by the Trustee and available for such purpose, to redeem such Series 2021 Bonds then Outstanding. As between the Issuer and the Borrower, the Borrower shall be entitled to the entire proceeds of any condemnation award or portion thereof made for damages to or takings of the Credit Facility ProviderFacilities or other property of the Borrower.

Optional Prepayment of Promissory Note Upon Occurrence of Certain Extraordinary Events. At Subject to the proviso below, the Borrower shall have the option of to prepay the Borrower, the Series 2021 Promissory Note may be prepaid in whole (but not or in part) if any of , in Authorized Denominations, upon the following shall occur: conditions: (a) The Plant Complex all or a portion of the Facilities shall have been damaged or destroyed to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate certificate of the Borrower Representative filed with the Issuer, Issuer and the Trustee and the Credit Facility Provider following such damage or destruction, (i) the completion of the Project will be delayed for at least six months, (ii) it is not practicable or desirable to rebuild, repair or restore the Plant Complex Facilities within a period of six consecutive months following such damage or destruction, or (iiiii) the Borrower is or will be thereby prevented from carrying on its normal operations in a material manner at any portion of the Plant Complex Facilities for a period of at least six consecutive months; or or (b) Title title to or the temporary use of all or substantially all of the Plant Complex Facilities in a particular Participating County shall have been taken under the exercise of the power of eminent domain by any governmental authority to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate certificate of a Borrower Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, (i) the completion of the Project will be delayed for at least six months or (ii) the Borrower is or will be thereby prevented from carrying on its normal operations in a material manner at any portion of the Plant Complex Facilities for a period of at least six consecutive months; or or (c) Any any court or administrative body of competent jurisdiction shall enter a judgment, order or decree requiring the Borrower to cease all or any substantial part of its operations at any portion of the Plant Complex Facilities to such extent that, in the opinion of the Borrower expressed in a Borrower’s Certificate certificate of a Borrower Representative filed with the Issuer, the Trustee Issuer and the Credit Facility ProviderTrustee, the Borrower is or will be thereby prevented from carrying on its normal operations in a material manner at the Plant Complex Facilities for a period of at least six consecutive months; or or (d) As as a result of any changes in the Constitution of Wisconsin or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal), this the Loan Agreement shall have become void or unenforceable or impossible of performance to perform in accordance with the intent and purposes of the parties as expressed in this Loan Agreementherein, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or the Borrower, in the opinion of the Issuer or the Borrower, as applicable, expressed in a certificate of an Issuer Representative or a Borrower Representative, as applicable, filed with the Trustee, as a consequence of the Series 2021 Bonds or the Series 2021 Promissory Note being Outstanding, including without limitation federal, state or other ad valorem, property, income or other taxes not being imposed on the Facilities owed by the Borrower as of the date hereof. In the event that the Promissory Note is subject to prepayment under this section, and all Facilities located within a Participating County have been subject to the above-described conditions, upon the prepayment of this Loan the portion of the Promissory Note representing the Facilities in such Participating County, such Participating County shall be released from its obligations under its Limited Guaranty Agreement in accordance with the terms of its Limited Guaranty Agreement. In respect to each of the foregoing conditions, no such condition shall be met if such condition is met or caused by (i) any Participating County exercising remedies under the Reimbursement Documents, including, without limitation, any and all actions or omissions thereunder, whether direct or indirect, and all foreclosure or other action transferring title or rights with respect to the Facilities, or any component of the Project, or (ii) legislative or administrative action taken by any Participating County. To exercise such option the Borrower shall give notice to the Issuer and the Trustee within 120 90 days following the occurrence of the event which is said to give rise to the right to exercise such option. The notice shall refer to this Section 5.01Section, shall describe and give the date of the subject event, shall have attached to it the requisite certificate of a Borrower’s CertificateRepresentative, and shall direct a redemption of all or a portion of the Outstanding Series 2021 Bonds pursuant to Section 405 3.01(b) of the Indenture on a specified Business Day for which the notice of redemption required by Section 402 3.04 of the Indenture can be given. As a further condition Prior to the exercise of such optionsaid redemption date, the Borrower shall obtain deposit with the written consent Trustee a sum sufficient of Eligible Funds, with other funds held by the Credit Facility ProviderTrustee and available for such purpose, to redeem such Series 2021 Bonds then Outstanding.