REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of and, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal or Purchase Price of and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”). Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date to the extent available for such purpose under the terms of the Indenture; and provided further that if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenture. (b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, for their ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses), as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicable, as and when the same become due, (iv) the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust. (c) The Borrower also agrees to pay, as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance of the Bonds. (d) The Borrower covenants and agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following: (i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority; (ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture; (iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and (iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof. (e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid. (f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority. (g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined).
Appears in 1 contract
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment DateDate (as hereinafter defined), until the principal or Purchase Price of andof, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal or Purchase Price of and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. The term "Bond Payment Date" as used in this Section shall mean any date upon which any amounts payable with respect to the Bonds shall become due, whether upon redemption (including without limitation sinking fund redemption), acceleration, maturity or otherwise. Each Loan Repayment payment made pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the Bond Payment Date of each Aprilin June, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenture; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment payment under this Section 4.2(a) shall be deemed to have been satisfied to the extent of any corresponding payment made by a the Bank to the Trustee pursuant to a under the Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the IndentureCredit.
(b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, for their ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses), as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicable, as and when the same become due, (iv) the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.
(c) The Borrower also agrees to pay, as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance of the Bonds.
(d) The Borrower covenants and agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid.
(f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined).
Appears in 1 contract
Samples: Loan Agreement (Kaiser Ventures Inc)
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment DateDate (as hereinafter defined), until the principal or Purchase Price of andof, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal or Purchase Price of and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”). Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. The term “Bond Payment Date” as used in this Section shall mean any date upon which any amounts payable with respect to the Bonds shall become due, whether upon redemption (including without limitation sinking fund redemption), acceleration, maturity or otherwise. Each Loan Repayment shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the Bond Payment Date of each AprilJune, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date to the extent available for such purpose under the terms of the Indenture; and provided further that if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenture.
(b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, for their ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses), as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicable, as and when the same become due, (iv) the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.
(c) The Borrower also agrees to pay, as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance of the Bonds.
(d) The Borrower covenants and agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid.
(f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined).
Appears in 1 contract
Samples: Loan Agreement (SJW Corp)
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of and, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the The Borrower covenants and agrees to pay to the Trustee as a repayment Repayment Installment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, on each date provided in or pursuant to the Indenture for the payment of principal (whether at maturity or upon redemption or acceleration) of, premium, if any, and/or interest on the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, for deposit in the Bond Fund, a sum equal to the amount then payable on the next Bond Payment Date as principal (whether at maturity or Purchase Price of and upon redemption or acceleration), premium, if any, and interest on, upon the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall Each payment required to be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and then payable on the Bonds on each Bond Payment DateBonds; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Bond Fund on the any due date for a Loan Repayment Installment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenturepurpose; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Bond Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Bond Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment Installment hereunder. The obligation of the Borrower to make any Loan Repayment payment under this Section 4.2(a) with respect to the Bonds shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or Credit Provider under the Guarantor pursuant to Section 4.07(A)(2) of the IndentureCredit Facility, if any, for such Bonds.
(b) The Borrower also agrees to pay to the Trustee until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made as required by the Indenture, (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar the Registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) . The Borrower shall also pay the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trustCity.
(c) The Borrower also agrees to pay, as soon as practicable within 60 days after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance bond purchase agreement executed by it in connection with the sale of the Bonds, and all reasonable expenses of the City related to the financing of the Project which are not otherwise required to be paid by the Borrower under the terms of this Agreement; provided that the City shall have obtained the prior written approval of the Authorized Borrower Representative for any expenditures other than those provided for herein or in said bond purchase agreement. The Borrower also agrees to pay to the City within five days following the Issue Date an issuance fee in the amount of $97,250.00.
(d) The Borrower covenants and hereby agrees to pay to provide or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments cause to be received hereunder or provided in any way arising due to immediately available funds, for deposit into the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged Bond Purchase Fund maintained by the Authority Tender Agent, all amounts necessary to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iiipurchase Bonds tendered for purchase in accordance with Sections 2.01(d) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid.
(f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined2.01(e).
Appears in 1 contract
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before one Business Day prior to each Bond Payment DateDate (as hereinafter defined), until the principal or Purchase Price of andof, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal or Purchase Price of and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. The term "Bond Payment Date" as used in this Section shall mean any date upon which any amounts payable with respect to the Bonds shall become due, whether upon redemption (including without limitation sinking fund redemption), acceleration, maturity or otherwise. Each Loan Repayment payment made pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the prior to each Bond Payment Date of each AprilDate, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenture; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment payment under this Section 4.2(a) shall be deemed to have been satisfied to the extent of any corresponding payment made by a the Bank to the Trustee pursuant to a under the Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the IndentureCredit.
(b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, for their ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses), as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicable, as and when the same become due, (iv) the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.
(c) The Borrower also agrees to pay, as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance of the Bonds.
(d) The Borrower covenants and agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid.
(f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined).
Appears in 1 contract
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of and, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the The Borrower covenants and agrees to pay to the Trustee as a repayment Repayment Installment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, on each date provided in or pursuant to the Indenture for the payment of principal (whether at maturity or upon redemption or acceleration) of, premium, if any, and/or interest on the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, for deposit in the Bond Fund, a sum equal to the amount then payable on the next Bond Payment Date as principal (whether at maturity or Purchase Price of and upon redemption or acceleration), premium, if any, and interest on, upon the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall Each payment required to be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and then payable on the Bonds on each Bond Payment DateBonds; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Bond Fund on the any due date for a Loan Repayment Installment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenturepurpose; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Bond Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Bond Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment Installment hereunder. The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenture.
(b) The Borrower also agrees to pay to the Trustee until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made as required by the Indenture, (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar the Registrar and paying agent, the reasonable fees of any other paying agent Paying Agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) . The Borrower shall also pay the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.
(c) The Borrower also agrees to pay, as soon as practicable pay (i) within 60 days after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the bond purchase agreement (the "Bond Purchase Agreement, which shall include all Costs of Issuance ") executed by it in connection with the sale of the Bonds.
(d) The Borrower covenants , and agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and all expenses of the Authority or any agent or attorney selected by related to the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any financing of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or Project which are not otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant required to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty under the terms of this Agreement; and (30ii) days after all reasonable expenses of the date Authority related to the Project which are not otherwise required to be paid by the Borrower under the terms of invoice. Notwithstanding the foregoing, this Agreement; provided that the Authority shall not be required to submit a xxxx to have obtained the prior written approval of an Authorized Borrower Representative for payment of any amounts due with respect to arbitrage rebate under Section 148 of expenditures other than those provided for herein or in the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereofBond Purchase Agreement.
(ed) In the event the Borrower should fail to make any of the payments required by Subsections subsection (b) through or (dc) of this Section, such payments shall continue as obligations of the Borrower, Borrower until such amounts shall have been fully paid.
(f) . The Borrower agrees to pay any amounts required such amounts, together with interest thereon until paid, to be deposited in the Rebate Fund to comply with extent permitted by law, at the provisions rate of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authorityten percent (10%) per annum.
(ge) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification Upon written request of the Indemnified Persons (as hereinafter defined)Trustee, the Borrower shall pay any Repayment Installment directly to the Paying Agent.
Appears in 1 contract
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of andof, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal of (whether upon maturity, redemption, acceleration or Purchase Price of otherwise) and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”). Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or maturity, upon redemption or accelerationacceleration or otherwise) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the Bond Payment Date of each AprilNovember, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date to the extent available for such purpose under the terms of the Indenture; and provided further that if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or maturity, upon redemption (including without limitation sinking fund redemption) or accelerationacceleration or otherwise) and interest and premium, if any, on on, the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenture.
(b) The Borrower also agrees to pay (i) the acceptance fee and the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, trustee and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs fees and expenses) of the Trustee, as bond registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to reasonable attorneys’ fees, costs fees and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandumofficial statement, Limited Offering Memorandum official statement or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereofAuthority’s Administrative Fee, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 5.10 hereof and Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trust.
(c) The Borrower also agrees to pay, (i) as soon as practicable after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase AgreementContract relating to the sale of the Bonds, executed by the Treasurer of the State, as agent for sale, the Authority and Xxxxxx Xxxxxxx & Co. LLC and RBC Capital Markets, LLC, as underwriters of the Bonds, and the Borrower (the “Bond Purchase Contract”), which shall include all Costs of Issuance Issuance; and (ii) all reasonable expenses of the BondsAuthority related to the Project which are not otherwise required to be paid by the Borrower under the terms of this Loan Agreement; including, but not limited to, all Costs of Issuance, provided that the Authority shall have obtained the prior written approval of an Authorized Representative of the Borrower for any expenditures other than those provided for herein or in the Bond Purchase Contract.
(d) The Borrower covenants and also agrees to pay to or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountantsindependent certified public accountants necessary for the preparation of annual or other audits, consultants, attorneys and other experts as may be engaged reports or summaries thereof required by the Authority Indenture or by the Authority, including a report of an independent certified public accountant with respect to prepare audits, financial statements, reports, opinions or provide such other services required any fund established under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee ; and the reasonable fees and expenses of the Authority pursuant to Sections 44525 and 44548 of the California Health and Safety Code, and any agency of the State of California or any agent or attorney other counsel selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections subsections (ba) through (d) of this Section, such payments shall continue as obligations of the Borrower, Borrower until such amounts shall have been fully paid.
(f) . The Borrower agrees to pay any amounts required to be deposited such amounts, together with interest thereon at the Default Rate, following a delinquency on the due date, in the Rebate Fund to comply with event of payments required by subsection (a) of this Section, or of 30 days, in the provisions event of payments required by subsections (b) through (d) of this Section, until such amount and all interest thereon have been paid in full. Interest on overdue payments required under subsection (a) above shall be applied as provided in Sections 2.03, 5.02 and 5.03 of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the AuthorityIndenture.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined).
Appears in 1 contract
Samples: Loan Agreement (SJW Group)
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of and, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the The Borrower covenants and agrees to pay to the Trustee as a repayment Repayment Installment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, on each date provided in or pursuant to the Indenture for the payment of principal (whether at maturity or upon redemption or acceleration) of, premium, if any, and/or interest on the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, for deposit in the Bond Fund, a sum equal to the amount then payable on the next Bond Payment Date as principal (whether at maturity or Purchase Price of and upon redemption or acceleration), premium, if any, and interest on, upon the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall Each payment required to be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and then payable on the Bonds on each Bond Payment DateBonds; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Bond Fund on the any due date for a Loan Repayment Installment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenturepurpose; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Bond Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held field by the Trustee in the Revenue Bond Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment Installment hereunder. The obligation of the Borrower to make any Loan Repayment payment under this Section 4.2(a) with respect to the Bonds shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to Provider under the Credit Facility, if any, for such Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, that the foregoing provision shall be inapplicable to any payments made by a Bond Insurer under its Bond Insurance and, in such circumstances, the obligation of the Borrower to make any payment under this Section 4.2(a) shall remain outstanding for all purposes, not be satisfied and not be considered paid by the Borrower, and such payments obligations shall have been deemed satisfied thereafter run to the benefit of the Bond Insurers to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw of their payments under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenturetheir Bond Insurance.
(b) The Borrower also agrees to pay to the Trustee until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made as required by the Indenture, (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar the Registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) . The Borrower shall also pay the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trustCity.
(c) The Borrower also agrees to pay, as soon as practicable within 60 days after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance bond purchase agreement executed by it in connection with the sale of the Bonds, and all reasonable expenses of the City related to the financing of the Projects which are not otherwise required to be paid by the Borrower under the terms of this Agreement, including City staff costs at then applicable full cost recovery rates, without offset; provided that the City shall have obtained the prior written approval of the Authorized Borrower Representative for any expenditures other than those provided for herein or in said bond purchase agreement. The Borrower also agrees to pay to the City on the Issue Date an issuance fee equal to 0.25% of the par amount of the Bonds, pursuant to a certificate of the Borrower.
(d) The Borrower covenants and hereby agrees to pay provide or cause to or on behalf be provided in immediately available funds, for deposit into the Bond Purchase Fund maintained by the Tender Agent, all amounts necessary to purchase. Bonds tendered for purchase in accordance with Sections 2.02(a) and 2.02(b) of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereofMulti-Mode Annex.
(e) In the event the Borrower should fail to make any of the payments required by Subsections subsections (ba) through (d) of this Section, such payments shall continue as obligations of the Borrower, Borrower until such amounts shall have been fully paid. The Borrower agrees to pay such amounts, together with interest thereon until paid, to the extent permitted by law, at the rate of one percent (1%) per annum over the rate borne by any Bonds in respect of which such payments are required to be made pursuant to said subsection (a), and one percent (1%) per annum over the average rate then borne by the Bonds as to all other payments. Interest on overdue payments required under subsection (a) or (d) above shall be paid to Bondholders as provided in the Indenture.
(f) The Upon written request of the Trustee, the Borrower agrees to shall pay any amounts required Repayment Installment directly to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the AuthorityPaying Agent.
(g) The Any unpaid obligation of the Borrower agrees to pay under subsections (b) through (e) of this Section 4.2 shall survive the payment and perform its discharge of the Bonds and the termination of this Agreement.
(h) To secure the payment of the Borrower's obligations under Section 8.4 subsection (a) of this Agreement in respect of indemnification Section 4.2, the Borrower has delivered to the Trustee the First Mortgage Bonds. The obligation of the Indemnified Persons Borrower to make payments pursuant to subsections (as hereinafter defined)a) of this Section shall be deemed satisfied to the extent of payments made pursuant to the First Mortgage Bonds.
Appears in 1 contract
Samples: Loan Agreement (Sempra Energy)
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (ab) On or before each Bond Payment Date, The Borrower also agrees to pay to the Trustee until the principal or Purchase Price of andof, premium, if any, and interest on, on the Bonds shall have been fully paid or provision for such the payment thereof shall have been made as provided in required by the Indenture, the Borrower covenants and agrees to pay to the Trustee as a repayment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, a sum equal to the amount payable on the next Bond Payment Date as principal or Purchase Price of and premium, if any, and interest on, the Bonds as provided in the Indenture (“Loan Repayments”). Such Loan Repayments shall be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Bonds on each Bond Payment Date; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Fund on the due date for a Loan Repayment hereunder shall be credited against the installment due on the next Bond Payment Date to the extent available for such purpose under the terms of the Indenture; and provided further that if at any time the amounts held by the Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment hereunder. The obligation of the Borrower to make any Loan Repayment shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or the Guarantor pursuant to Section 4.07(A)(2) of the Indenture.
(b) The Borrower also agrees to pay (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar the Registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) . The Borrower shall also pay the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trustCity.
(c) The Borrower also agrees to pay, as soon as practicable within 60 days after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance bond purchase agreement executed by it in connection with the sale of the Bonds, and all reasonable expenses of the City related to the financing of the Project which are not otherwise required to be paid by the Borrower under the terms of this Agreement; provided that the City shall have obtained the prior written approval of the Authorized Borrower Representative for any expenditures other than those provided for herein or in said bond purchase agreement. The Borrower also agrees to pay to the City within five days following the Issue Date an issuance fee in the amount of $62,500.
(d) The Borrower covenants and hereby agrees to pay provide or cause to or on behalf be provided in immediately available funds, for deposit into the Bond Purchase Fund maintained by the Tender Agent, all amounts necessary to purchase Bonds tendered for purchase in accordance with Sections 2.01(d) and 2.01(e) of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iii) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections subsections (ba) through (d) of this Section, such payments shall continue as obligations of the Borrower, Borrower until such amounts shall have been fully paid. The Borrower agrees to pay such amounts, together with interest thereon until paid, to the extent permitted by law, at the rate of one percent (1%) per annum over the rate borne by any Bonds in respect of which such payments are required to be made pursuant to said subsection (a), and one percent (1%) per annum over the average rate then borne by the Bonds as to all other payments. Interest on overdue payments required under subsection (a) or (d) above shall be paid to Bondholders as provided in the Indenture.
(f) The Upon written request of the Trustee, the Borrower agrees to shall pay any amounts required Repayment Installment directly to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the AuthorityPaying Agent.
(g) The Any unpaid obligation of the Borrower agrees to pay and perform its obligations under Section 8.4 subsections (b) through (e) of this Agreement in respect of indemnification Section 4.2 shall survive the payment and discharge of the Indemnified Persons (as hereinafter defined)Bonds and the termination of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Enova Corp)
REPAYMENT AND PAYMENT OF OTHER AMOUNTS PAYABLE. (a) On or before each Bond Payment Date, until the principal or Purchase Price of and, premium, if any, and interest on, the Bonds shall have been fully paid or provision for such payment shall have been made as provided in the Indenture, the The Borrower covenants and agrees to pay to the Trustee as a repayment Repayment Installment on the loan made to the Borrower from Bond proceeds pursuant to Section 4.1 hereof, on each date provided in or pursuant to the Indenture for the payment of principal (whether at maturity or upon redemption or acceleration) of, premium, if any, and/or interest on the Bonds, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, for deposit in the Bond Fund, a sum equal to the amount then payable on the next Bond Payment Date as principal (whether at maturity or Purchase Price of and upon redemption or acceleration), premium, if any, and interest on, upon the Bonds as provided in the Indenture (“Loan Repayments”)Indenture. Such Loan Repayments shall Each payment required to be made in federal funds or other funds immediately available at the Corporate Trust Office of the Trustee. Each Loan Repayment pursuant to this Section 4.2(a) shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and then payable on the Bonds on each Bond Payment DateBonds; provided that once per year, on the third Business Day following the Bond Payment Date of each April, any amount held by the Trustee in the Revenue Bond Fund on the any due date for a Loan Repayment Installment hereunder shall be credited against the installment due on the next Bond Payment Date such date to the extent available for such purpose under the terms of the Indenturepurpose; and provided further that that, subject to the provisions of this paragraph, if at any time the amounts held by the Trustee in the Revenue Bond Fund are sufficient to pay all of the principal of and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall be relieved of any obligation to make any further payments under the provisions of this Section. Notwithstanding the foregoing, if on any date the amount held by the Trustee in the Revenue Bond Fund is insufficient to make any required payments of principal of (whether at maturity or upon redemption (including without limitation sinking fund redemption) or acceleration) and interest and premium, if any, on the Bonds as such payments become due, the Borrower shall forthwith pay such deficiency as a Loan Repayment Installment hereunder. The obligation of the Borrower to make any Loan Repayment payment under this Section 4.2(a) with respect to the Bonds shall be deemed to have been satisfied to the extent of any corresponding payment made by a Bank to the Trustee pursuant to a Letter of Credit then in effect with respect to the Bonds. The Borrower further covenants that it will make any payments required to be made pursuant to Sections 2.04 and 4.06 of the Indenture at the applicable Purchase Price thereof by 4:00 p.m. New York City time; provided, however, the obligation to make such payments shall have been deemed satisfied to the extent that such Purchase Price shall have been paid from remarketing proceeds, from a draw under a Letter of Credit or an Alternate Credit Facility or from payment by the Borrower or Credit Provider under the Guarantor pursuant to Section 4.07(A)(2) of the IndentureCredit Facility, if any, for such Bonds.
(b) The Borrower also agrees to pay to the Trustee until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made as required by the Indenture, (i) the annual fee of the Trustee, the Tender Agent, if any, the Calculation Agent, if any, and the Remarketing Agent , if any, Trustee for their its ordinary services rendered as trustee, tender agent, calculation agent or remarketing agent, respectively, and their its ordinary expenses incurred under the Indenture, as and when the same become due, (ii) the reasonable fees, charges and expenses (including reasonable legal fees, costs and expenses) of the Trustee, as bond registrar the Registrar and paying agent, the reasonable fees of any other paying agent on the Bonds as provided in the Indenture and this Agreement (including, but not limited to, attorneys’ fees, costs and expenses)Indenture, as and when the same become due, (iii) the reasonable fees, charges and expenses of the Trustee or the Authority for the necessary extraordinary services rendered by it and extraordinary expenses (including, but not limited to attorneys’ fees, costs and expenses) incurred by it under the Indenture or this Agreement, as applicableIndenture, as and when the same become due, (iv) . The Borrower shall also pay the cost of printing any Bonds required to be furnished by the Authority at the expense of the Authority, (v) the cost of printing and typesetting any preliminary Limited Offering Memorandum, Limited Offering Memorandum or other offering circular utilized in connection with the sale or remarketing of any Bonds and any amendment or supplement thereto, (vi) the Authority Issuance Fee and the fee of its counsel at the Date of Delivery and from time to time thereafter, as set forth in Section 4.2(d) hereof, and (vii) any amounts required to be deposited in the Rebate Fund to comply with the provisions of Section 6.06 of the Indenture and the payment of any rebate analyst. The Trustee’s compensation shall not be limited by any provision of law regarding the compensation of a Trustee of an express trustCity.
(c) The Borrower also agrees to pay, as soon as practicable within 60 days after receipt of request for payment thereof, all expenses required to be paid by the Borrower under the terms of the Bond Purchase Agreement, which shall include all Costs of Issuance bond purchase agreement executed by it in connection with the sale of the Bonds, and all reasonable expenses of the City related to the financing of the Project which are not otherwise required to be paid by the Borrower under the terms of this Agreement; provided that the City shall have obtained the prior written approval of the Authorized Borrower Representative for any expenditures other than those provided for herein or in said bond purchase agreement. The Borrower also agrees to pay to the City within five days following the Issue Date an issuance fee in the amount of $150,000.00.
(d) The Borrower covenants and hereby agrees to pay to provide or on behalf of the Authority, within thirty (30) days after receipt of an invoice therefor, the following:
(i) All taxes and assessments of any type or character charged to the Authority affecting the amount available to the Authority from payments cause to be received hereunder or provided in any way arising due to immediately available funds, for deposit into the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments); provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Authority, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Authority;
(ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged Bond Purchase Fund maintained by the Authority Tender Agent, all amounts necessary to prepare audits, financial statements, reports, opinions or provide such other services required under the Financing Documents or the Indenture;
(iiipurchase Bonds tendered for purchase in accordance with Sections 2.01(d) The Authority Issuance Fee and the reasonable fees and expenses of the Authority or any agent or attorney selected by the Authority to act on its behalf in connection with the Financing Documents, the Bonds or the Indenture, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Bonds or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Loan Agreement, the Financing Documents, the Bonds or the Indenture or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Financing Documents; and
(iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code pursuant to the Borrower’s covenants and agreements with respect thereto in the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Authority from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Authority for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Authority shall not be required to submit a xxxx to the Borrower for payment of any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. The Authority Issuance Fee shall be paid to the Authority by the Borrower on the Date of Delivery of the Bonds. The Borrower’s obligation to pay the Authority Issuance Fee shall in no way limit amounts payable by the Borrower to the Authority under the Financing Documents, including for the enforcement thereof.
(e) In the event the Borrower should fail to make any of the payments required by Subsections (b) through (d) of this Section, such payments shall continue as obligations of the Borrower, until such amounts shall have been fully paid.
(f) The Borrower agrees to pay any amounts required to be deposited in the Rebate Fund to comply with the provisions of the Tax Certificate and to pay the fees, charges and expenses of any rebate analyst engaged by the Borrower or the Authority.
(g) The Borrower agrees to pay and perform its obligations under Section 8.4 of this Agreement in respect of indemnification of the Indemnified Persons (as hereinafter defined2.01(e).
Appears in 1 contract
