Agenda - Council - 08/13/2013 - Laserfiche WebLink

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ARTICLE IX OPTIONS; PREPAYMENT OF LOAN Section 9.1 Option to Prepay Loan and Terminate at Any Time. The Company shall have, and is hereby granted, the option to prepay the loan in part, in accordance with the redemption provisions in Section 3.01 of the Indenture, or in whole and, if in whole, to terminate this Agreement upon the following conditions. At any time prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture), the Company may terminate this Agreement (i) by paying to the Trustee an amount which, when added to the amounts on deposit in the Bond Fund or the Reserve Fund and any other funds held by the Trustee pursuant to the Indenture (except the Rebate Fund) for the benefit of the Company, will be sufficient to pay, retire and redeem all the Outstanding Bonds in accordance with the provisions of the Indenture (including, without limiting the generality of the foregoing, principal of and interest to maturity or applicable redemption date, as the case may be, and premium, if any, expenses of redemption and the Issuer's, the Trustee's and paying agents' fees and expenses), and, in case of redemption, by making arrangements satisfactory to the Trustee for the giving of the required notice of redemption. (ii) by giving the Issuer notice in writing of such termination, and such termination shall forthwith become effective, and (iii) by providing the Trustee with an opinion of Bond Counsel stating that the foregoing actions will not adversely affect the tax-exempt status of the Series A Bonds. Section 9.2 Option to Redeem Bonds Upon the Occurrence of Certain Events. The Bonds are subject to redemption at the option of the Company in whole if any of the events set forth below shall occur: (a) If, at any time, the Schoolhouse shall have been damaged or destroyed (i) to such extent that it cannot be reasonably restored within a period of 6 months to substantially the condition thereof immediately preceding such damage or destruction, or (ii) to such extent that the Company or the School are thereby prevented, in the Company's judgment, from carrying on their normal operations at the Schoolhouse for a period of 6 months or more, or (iii) to such extent that the cost of restoration thereof would exceed the Net Proceeds of insurance required to be carried thereon pursuant to the requirements of Section 4.6 hereof. (b) If, at any time, title to, or the temporary use for a period of 6 months or more of, all or substantially all the Schoolhouse, or such part thereof as shall materially interfere, in the Company's judgment, with the operation of the Schoolhouse for the purpose for which the Schoolhouse was designed, shall have been taken under the exercise of the power of eminent domain or be effectively taken through the exercise of police or other similar power by any governmental body or by any person, firm or corporation acting under governmental authority (including such a taking or takings as results in the Company or the School being thereby prevented from carrying on its normal operations at the Schoolhouse for a period of 6 months or more). (c) If, at any time, changes which the Company cannot reasonably control or overcome in the economic availability of materials, supplies, labor, equipment and other 36 5600861v1