Official Statement Airport Commission City and County of San ...

appealable judgment, to be null and void, or the validity or enforceability of the Reimbursement
Agreement, the 1991 Master Resolution or any provision thereof shall be contested (i) by the Commission
or (ii) by any governmental agency or authority having jurisdiction over the Commission, unless with
respect to clause (ii) above, the same is being contested by the Commission in good faith and by
appropriate proceedings; or the Commission shall deny that it has any or further liability or obligation
under the Reimbursement Agreement, the Letter of Credit or the 1991 Master Resolution.
(vii) From and after the Closing Date, final judgments and/or orders for the payment of money
in excess of $10,000,000 in aggregate (in excess of the coverage limits of any applicable insurance
therefor) shall have been rendered against the Commission and such judgments and/or orders shall not have
been satisfied or paid when due under applicable law.
(viii) The Commission defaults in the payment or performance of any obligation or
indebtedness which constitutes Debt (as defined in the Reimbursement Agreement), which is recourse to,
or secured by, the Revenues (as that term is defined in the 1991 Master Resolution), or any portion thereof,
of the Commission, issued, assumed or guaranteed by the Commission aggregating in excess of
$10,000,000.
(ix) The occurrence of any “event of default” (after giving effect to any applicable cure
period) (i) under the 1991 Master Resolution or (ii) under any of the Related Documents (which is not
waived pursuant to the terms thereof) if the effect of such event is materially adverse to Bank, in either
case, which is not otherwise described in the Reimbursement Agreement.
(x) A final determination is rendered that interest on the Bonds is includable in the gross
income of the owners thereof for federal income tax purposes, as a result of the entry of any decree or
judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue
Service.
Remedies
Upon the occurrence of an Event of Termination or an Event of Default under the Reimbursement
Agreement, the Bank may, at the same or different times, so long as such Event of Termination or Event of Default
shall not have been remedied to the sole satisfaction of the Bank, take one or more of the following actions:
(i) declare the principal of and interest on the Bank Bond and all other amounts payable hereunder to be immediately
due and payable; provided, that any amounts payable that constitute principal of or interest on the Bank Bond shall
be payable on a basis subordinate to the Bonds except to the extent provided in the Reimbursement Agreement;
(ii) give written notice to the Trustee directing the Trustee to cause a mandatory tender for purchase of all
outstanding Bonds pursuant to Section 30-65.17 of the 1991 Master Resolution; (iii) proceed to enforce all other
remedies available under applicable law and in equity; provided, that all amounts payable under the Reimbursement
Agreement shall be immediately due and payable automatically upon the occurrence of an Event of Default
described in clause (v) above without any declaration or other act by the Bank. Except as expressly provided above
in this section, presentment, demand, protest and all other notices of any kind are expressly waived. The Bank is
required to promptly give telephonic notice, followed by written confirmation, of any declaration pursuant to
clause (i) above to the Commission, the Remarketing Agent and the Trustee. The Bank shall promptly give
telephone notice, followed by written confirmation of any direction to the Trustee provided in clause (ii) above to
the Commission and the Remarketing Agent. Except as expressly provided above in the Reimbursement
Agreement, failure to give any such notice shall not impair the effect of such declaration or reduction.
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