1987-139 - Laserfiche WebLink

Home Browse Search

EXHIBIT B proceeding by or against the Issuer or the Borrower (as the case may be) under any federal or state bankruptcy or insolvency law or any similar law in effect on the date of the Indenture or thereafter enacted shall have been commenced or be pending, unless such proceeding shall have been dismissed and such dismissal shall be final and not subject to appeal; (v) that constitute proceeds (including, without limitation, investment earnings) of any of the foregoing; and (vi) with respect to which there shall have been delivered to the Trustee an opinion of nationally -recognized counsel experienced in bankruptcy matters to the effect that the payment of such moneys to the holder of any Bond will not be avoidable under the preference avoidance powers of a trustee in bankruptcy of the Issuer or the Borrower, under Section 547 of the United States Bankruptcy Code (or any section amendatory of, supplemental to or replacing such Section) in the event that the Issuer or the Borrower becomes the subject of a case thereunder. For the purposes of this definition, moneys shall be deemed to have been received by or deposited with the Trustee only when cash or its equivalent is so received or deposited (as the case may be) or, in the case of checks or drafts, when final payment thereof has been made to the Trustee by the payor bank. The Bonds provide that the Issuer will purchase or cause to be purchased the Bonds on certain dates set forth therein (each, a "Tender Date") at a purchase price equal to the principal amount thereof plus accrued interest thereon. Section 3.04 of the Indenture provides that the purchase price of Bonds tendered for purchase on each Tender Date shall be paid from the following sources and in the following order of priority: first, from certain amounts on deposit in the Purchase Account; second, from proceeds of the remarketing of Bonds received by the Registrar and Paying Agent; third, from any other amount on deposit in the Purchase Account; fourth, from moneys realized by the Registar and Paying Agent under the Credit Facility; and fifth, from any other moneys made available by the Trustee to the Registrar and Paying Agent for such purposes. Section 4.07 of the Indenture provides that the Trustee or the Registrar and Paying Agent (acting as agent of the Trustee) in the case of paragraphs (i) and (iv) below and the Registrar and Paying Agent (acting as agent for the Trustee) in the case of paragraphs (ii) and (iii) below shall draw a draft under the Credit Facility (or take such other steps as shall be necessary to realize funds thereunder) on each of the following dates and in the following amounts, which drawings shall be made or steps taken in sufficient time, as indicated in the Credit Facility, 9751a:10/22/87 3002-353