Termination of Loan Agreement. Except during the continuance of an Event of Default, the Borrower shall have the option of terminating this Loan Agreement subject to the following conditions: (1) Such option may be exercised if one of the events described in Section 5.7 or 5.8 hereof shall have occurred or if as a result of any changes in the Constitution of the State or the Constitution of the United States of America, or of any legislative or administrative action, whether state or federal, or of any final decree, judgment or order of any court or administrative body, whether state or federal, entered after the contest thereof by the Borrower in good faith, the agreements contained in this Loan Agreement shall have become impossible of performance in accordance with the intent and purposes of the parties as expressed herein, or unreasonable burdens or excessive liabilities shall have been imposed upon the Borrower, including but not limited to the imposition of new state or local ad valorem, property, income or other taxes not imposed on the date of this Loan Agreement, other than ad valorem taxes upon privately owned property and for the same general purpose as the Project and special assessments levied in amounts proportionate to and not exceeding the benefits of future public improvements to the land included in the Project. (2) With respect to any of the events stated in subsection (1), if the Borrower determines to exercise its option to terminate this Loan Agreement it must give written notice to the Issuer and Trustee of its decision to exercise its option within one hundred twenty (120) days after such event. (3) The Borrower shall give written notice to the Issuer and Trustee of its intention to exercise the option, stating therein a termination date not less than forty-five (45) nor more than ninety (90) days after the date the notice is mailed, but in no event prior to the date on which all Outstanding Subordinate Bonds shall be deemed discharged under Article 9 of the Indenture, and the Borrower shall make arrangements satisfactory to the Trustee for the giving of any notice required for redemption of all of the Outstanding Subordinate Bonds on the date on which the Subordinate Bonds are to be redeemed. (4) The Borrower shall make a Basic Payment as provided in Section 4.2 hereof on the Redemption Date.
Appears in 2 contracts
Samples: Subordinate Loan Agreement, Subordinate Loan Agreement
Termination of Loan Agreement. Except during the continuance of an Event of Default, the Borrower shall have the option of terminating this Loan Agreement subject to the following conditions:
(1) Such such option may be exercised only if one of the following events described in Section 5.7 or 5.8 hereof shall have occurred occurred:
(A) if the Project shall have been damaged or destroyed to such extent that in the reasonable judgment of the Borrower (i) the Project cannot reasonably be restored within six (6) months to substantially its condition immediately preceding such damage or destruction, or (ii) the Project cannot reasonably be used to carry on the normal operations of the Borrower for six (6) months, or (iii) the reasonably estimated cost of restoration of the Project exceeds twenty percent (20%) of the original face amount of the Bonds and is also reasonably estimated to exceed the proceeds of property insurance payable therefor plus any deductible amount for which the Borrower is self-insured; or
(B) if by reason of Condemnation, title shall have been taken to all or substantially all of the Project or the Project Premises, or so much thereof that, in the reasonable judgment of the Borrower, (i) the Borrower will be prevented from carrying on its normal operations for six (6) months, or (ii) the reasonably estimated cost of restoration of the Project exceeds twenty percent (20%) of the original face amount of the Bonds and is also reasonably estimated to exceed the proceeds of the Condemnation award; or
(C) if as a result of any changes in the Constitution of the State or the Constitution of the United States of America, or of any legislative or administrative action, whether state or federal, or of any final decree, judgment or order of any court or administrative body, whether state or federal, entered after the contest thereof by the Borrower in good faith, the agreements contained in this Loan Agreement shall have become impossible of performance in accordance with the intent and purposes of the parties as expressed herein, or unreasonable burdens or excessive liabilities shall have been imposed upon the Borrower, including including, but not limited to to, the imposition of new state or local ad valorem, property, income or other taxes not imposed on as of the date of execution of this Loan Agreement, other than ad valorem taxes upon privately owned property and for the same general purpose as the Project and special assessments levied in amounts proportionate to and not exceeding the benefits of future public improvements to the land included in the Project.;
(2) With respect to in any of the events stated in subsection clauses (1)A) through (C) above, if the Borrower determines to exercise its option to terminate this Loan Agreement it must give written notice to the Issuer and Trustee of its decision to exercise its option within one hundred twenty (120) days after such event.;
(3) The the Borrower shall give written notice to the Issuer and Trustee of its intention to exercise the option, stating therein a termination date not less than forty-five (45) nor more than ninety (90) days after the date the notice is mailed, but in no event prior to the date on which all Outstanding Subordinate Bonds shall be deemed discharged under Article 9 X of the Indenture, ; and the Borrower shall make arrangements satisfactory to the Trustee for the giving of any notice required for redemption of all of the Outstanding Subordinate Bonds on the date on which the Subordinate Bonds are to be redeemed.;
(4) The the Borrower shall make a Basic Payment Loan Repayment as provided in Section 4.2 hereof on the Redemption Date;
(5) the Borrower shall pay to the Trustee at least five (5) days prior to the Discharge Date, an amount equal to the Trustee’s and Paying Agent’s fees and expenses under the Indenture, accrued and to accrue until final payment and redemption of the Bonds and all other advances, fees, costs and expenses reasonably incurred and to be incurred on or before the termination date by the Trustee and Paying Agent under the Indenture and by the Issuer under this Loan Agreement; and
(6) on the termination date, a closing shall be held at the principal office of the Trustee, or any other office mutually agreed upon; at the closing the Issuer and Trustee shall, upon acknowledgment of receipt of the sum set forth in subsection (4) above, execute and deliver to the Borrower such release and other instruments as the Borrower reasonably determines are necessary to terminate this Loan Agreement; all further obligations of the Borrower hereunder, except as provided in Section 10.13 hereof shall thereupon terminate; provided, however, that the Borrower shall also remain obligated to pay or reimburse the Issuer and Trustee for the payment of all other fees, costs and expenses unaccounted for in the sum paid in accordance with subsection (4) above and reasonably incurred before or subsequent to such closing in connection with the Bonds.
Appears in 1 contract
Samples: Loan Agreement
Termination of Loan Agreement. Except during the continuance of an Event of Default, the Borrower shall have the option of terminating this Subordinate Loan Agreement subject to the following conditions:
(1) The Senior Loan is paid in full.
(2) Such option may be exercised if one of the events described in Section 5.7 or 5.8 hereof shall have occurred or if as a result of any changes in the Constitution of the State or the Constitution of the United States of America, or of any legislative or administrative action, whether state or federal, or of any final decree, judgment or order of any court or administrative body, whether state or federal, entered after the contest thereof by the Borrower in good faith, the agreements contained in this Subordinate Loan Agreement shall have become impossible of performance in accordance with the intent and purposes of the parties as expressed herein, or unreasonable burdens or excessive liabilities shall have been imposed upon the Borrower, including but not limited to the imposition of new state or local ad valorem, property, income or other taxes not imposed on the date of this Subordinate Loan Agreement, other than ad valorem taxes upon privately owned property and for the same general purpose as the Project and special assessments levied in amounts proportionate to and not exceeding the benefits of future public improvements to the land included in the Project.
(23) With respect to any of the events stated in subsection (12), if the Borrower determines to exercise its option to terminate this Subordinate Loan Agreement Agreement, with approval of the investor limited partner of the Borrower, it must give written notice to the Issuer and Trustee of its decision to exercise its option within one hundred twenty (120) days after such event.
(34) The Borrower shall give written notice to the Issuer and Trustee of its intention to exercise the option, with approval of the investor limited partner of the Borrower, stating therein a termination date not less than forty-five (45) nor more than ninety (90) days after the date the notice is mailed, but in no event prior to the date on which all Outstanding Subordinate Bonds shall be deemed discharged under Article 9 of the Subordinate Indenture, and the Borrower shall make arrangements satisfactory to the Trustee for the giving of any notice required for redemption of all of the Outstanding Subordinate Bonds on the date on which the Subordinate Bonds are to be redeemed.
(45) The Borrower shall make a Basic Payment as provided in Section 4.2 hereof on the Redemption Date.
(6) The Borrower shall pay to the Trustee at least five (5) days prior to the Discharge Date, an amount equal to the Trustee’s and Paying Agent’s fees and expenses under the Subordinate Indenture, accrued and to accrue until final payment and redemption of the Subordinate Bonds and all other advances, fees, costs and expenses reasonably incurred and to be incurred on or before the termination date by the Trustee and Paying Agent under the Subordinate Indenture and the Issuer Fees and Expenses under this Subordinate Loan Agreement.
(7) On the termination date, the Issuer and Trustee shall (at the sole cost and expense of the Borrower), upon acknowledgment of receipt of the sum set forth in subsection (5) above, execute and deliver to the Borrower such release and other instruments as the Borrower reasonably determines are necessary to terminate this Subordinate Loan Agreement. All further obligations of the Borrower hereunder, except as provided in Section 10.10 hereof, shall thereupon terminate, provided, however, that the Borrower shall also remain obligated to pay or reimburse the Issuer and Trustee for the payment of all other fees, costs and expenses unaccounted for in the sum paid in accordance with subsection (6) above and reasonably incurred before or subsequent to such closing in connection with the Subordinate Bonds, as applicable.
Appears in 1 contract
Samples: Subordinate Loan Agreement
