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(including an Independent licensed architect)that that the Project Facilities cannot be <br /> rebuilt, restored or replaced within 12 months from the date of the condemnation or <br /> taking by eminent domain,all outstanding Series 2001 Bonds(and all other outstanding <br /> Bonds redeemable because of such event) shall be redeemed in whole on the next <br /> Interest Payment Date for the Series 2001 Bonds occurring at least 45 days after the <br /> date of the notice given as to exercise of this Option (b),and the Net Proceeds shall be <br /> deposited in the Optional Redemption Fund and shall be applied for that purpose. In <br /> such event, the applicable outstanding Bonds shall be redeemed at par plus accrued <br /> interest,and redemption shall be effected pursuant to the provisions of,in the manner, <br /> and with the effect provided in the Indenture. <br /> If the Net Proceeds of condemnation,together with the amount then held by the <br /> Trustee under the Indenture available to redeem the Bonds shall be insufficient to <br /> redeem the Bonds(including principal,accrued interest,and expenses of redemption), <br /> the Borrower shall pay such deficiency to the Trustee as a Loan Repayment, and the <br /> Net Proceeds of condemnation,together with such Loan Repayment and amounts held <br /> by the Trustee under the Indenture shall be applied to such redemption of the Bonds <br /> at the earliest possible date. <br /> Special Covenants <br /> Existence. The Borrower agrees that, so long as the Bonds are Outstanding, it will <br /> maintain its existence as a limited liability company under the laws of the State,with the Sole <br /> Member as it sole member; will not dissolve or otherwise dispose of all or substantially all <br /> of its assets: and will not consolidate with or merge into another person or permit one or <br /> more other persons to consolidate with or merge into it; provided, that the Borrower may., <br /> without violating the agreement contained under this heading,consolidate with or merge into <br /> another institution, or permit one or more other of such institutions to consolidate with or <br /> merge into it, or sell or otherwise transfer to another such institution all or substantially all <br /> of its assets as an entirety and thereafter dissolve (collectively, a "Transaction") upon <br /> satisfaction of the conditions described in the Loan Agreement. <br /> Financial Reporting. The Borrower shall provide to the Trustee, the Original <br /> Purchaser and any Holder who so requests: <br /> (a) By no later than 120 days after the close of each Fiscal Year during <br /> the Term of the Loan Agreement,beginning with the first full Fiscal Year following <br /> the Completion Date, a copy of annual financial statements of the Borrower for the <br /> preceding Fiscal Year, prepared in accordance with generally accepted accounting <br /> principles, consistently applied, accompanied by an audit report of an Independent <br /> certified public accountant,covering the operations of the Borrower for such Fiscal <br /> Year and containing a balance sheet as at the end of such Fiscal Year, showing in <br /> comparative form the financial data for the preceding Fiscal Year,and accompanied <br /> by a separate written statement of such accountant preparing such report that the <br /> accountant has obtained no knowledge of any default by the Borrower in the <br /> fulfillment of any of the terms, covenants, provisions or conditions of the Loan <br />