1987-139 - Laserfiche WebLink

Home Browse Search

agreement, duly executed by the parties thereto; (ii) an opinion of Bond Counsel to the effect that such agreement qualifies as a Credit Facility under this Loan Agreement and that the delivery of such agreement will not adversely affect the tax-exempt status of the interest on the Bonds for federal or State income tax purposes; (iii) if any Credit Facility is then in effect, written evidence from each Rating Agency that such Rating Agency has reviewed such agreement and that is substitution for or replacement of the Credit Facility then in effect will not result in a reduction or withdrawal of its ratings on the Bonds; (iv) an opinion of counsel to the issuer of such agreement to the effect that such agreement constitutes a valid and binding obligation of the issuer thereof; and (v) an opinion of Independent Counsel to the effect that the exemption of the Bonds from the registration requirements of the Securities Act of 1933, as amended, and the exemption of the Indenture from qualification under the Trust Indenture Act of 1939, as amended, will not be impaired as a result of the delivery of such agreement. (b) In addition to any Qualified Credit Facility delivered in accordance with paragraph (a) of this Section, upon at least 40 days' notice to the Trustee, the Borrower may, with the written consent of NHC, deliver to the Trustee a letter of credit, bond purchase agreement, guaranty, line of credit, bond insurance policy, surety bond or other similar agreement, provided that there shall first be delivered to the Trustee each of the items referred to in clauses (i), (ii), (iv) and (v) of paragraph (a) of this Section. Each Alternate Credit Facility shall become effective on the first Business Day of a month and, if such Alternate Credit Facility is delivered during any Fixed Rate Period in substitution for or replacement of another Credit Facility, on a day that would otherwise be a Mandatory Tender Date. (c) The stated expiration date of any substitute Credit Facility must be on or after the 15th day of a calendar month not earlier than the earlier of (i) the date that is one year after the effective date of such substitute Credit Facility and (ii) the maturity date of the Bonds. Section 3.04. Loan Agreement as General Obligation of the Borrower. This Loan Agreement is a general obligation of the Borrower and the full faith and credit of the Borrower is pledged to the payments required hereunder. Section 3.05. Obligation to Make Payments Absolute. The obligation of the Borrower to pay or cause to be paid the amounts payable under this Loan Agreement and the Note shall be absolute, irrevocable, complete and unconditional and the amount, manner and time of payment of such amounts shall not be decreased, abated, rebated, setoff, reduced, abrogated, waived, diminished or otherwise modified in any manner or tb any extentwhatsoever regardless of any right of setoff, recoupment or counterclaim that the Borrower might otherwise have against the Issuer, the Trustee or any other person and regardless of any contingency, force ma eure, event or cause whatsoever and notwithstanding any circumstance or occurrence that may arise or take place after the completion of the Project, including (without limitation) any damage to or destruction of any part or all of the Project or any taking or damaging of any part or all of the Project by any public authority or agency in the exercise of the power of eminent domain or otherwise. - 14 -