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