Common use of Discharge of Indebtedness Clause in Contracts

Discharge of Indebtedness. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, subject to any limitations contained in a Supplemental Indenture with respect to a Series of Bonds, to the Holders of all Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in full, then the pledge of any Revenues and other moneys, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations of the City to the Bondholders, Security Instrument Issuers and Reserve Instrument Issuers shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Agents shall pay over or deliver to the City all moneys or securities held by them pursuant to the Indenture which are not required for the payment of Principal or Redemption Price, if applicable, and interest on Bonds not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied.

Discharge of Indebtedness. Releases, Etc. The indebtedness of the Company referred to in Exhibit 5.3.8 attached hereto, including, but not limited to, any debt of the Company in any way related to the Condominiums, (a"Terminated Obligations") If shall be paid in full or refinanced on terms acceptable to the City Parent, and the Principal Shareholders shall pay cause all holders of any such Terminated Obligations to deliver to the Parent, in form reasonably satisfactory to the Parent and the lenders to the Parent or cause Merger Sub, such customary releases, termination statements, consents, approvals or other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claims, or rights of such holders against the Surviving Corporation or the Parent or any of their respective assets in connection therewith. Except as set forth in the next paragraph of this Section 5.3.8, the consummation of the Closing shall not be deemed to be paida waiver by the Parent or the Surviving Corporation of any of their rights or remedies against the Principal Shareholders hereunder for any breach of warranty, covenant or there agreement by the Company or the Principal Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent or Merger Sub; provided, however, that if the Company shall otherwise disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Company or any Principal Shareholder herein by the Company or any Principal Shareholder, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Surviving Corporation, for themselves and for each Parent Indemnified Party (as defined below) shall be paiddeemed to have waived their respective rights and remedies hereunder for, subject to any limitations contained in a Supplemental Indenture and the Principal Shareholders shall have no liability with respect to a Series of Bondsto, any such specifically identified breach, to the Holders extent so identified by the Company and so waived by the Parent. Prior to the Closing, the Parent investigated and reviewed the books and records relating to the operation of all Bonds the Company, and inspected the Company assets as it considered necessary to satisfy itself as to the condition of the Company's business and properties. The Parent has notified the Company, the Principal Shareholders and the Trustee of any material discrepancy, statement or Redemption Pricestate of facts that was discovered up until the Closing which may affect or render any of the Company's, if applicablethe Principal Shareholders' or the Trustee's representations or warranties contained herein untrue or misleading. To the extent that the Parent has actual knowledge of any such discrepancy, statement or state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Company's, the Principal Shareholders' or the Trustee's representations or warranties), and interest due fails to notify the Company, the Principal Shareholders, and the Trustee, the applicable representation or warranty known to become due thereonbe untrue or misleading shall be unenforceable. In all other respects, at the times representations and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in full, then the pledge of any Revenues and other moneys, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations warranties of the City to Company, the Bondholders, Security Instrument Issuers Principal Shareholders and Reserve Instrument Issuers shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for remain unaffected. Likewise, prior to the Closing, the Company, the Principal Shareholders and the Trustee investigated and reviewed the books and records relating to the operation of the Parent and Merger Sub, and inspected the Parent's and Merger Sub's assets as they considered necessary to satisfy them as to the condition of the Parents' and Merger Sub's business and properties. The Company, the Principal Shareholders and the Trustee have notified the Parent and Merger Sub of any material discrepancy, statement or state of facts that was discovered up until the Closing which may affect or render any of the Parent's or Merger Sub's representations or warranties contained herein untrue or misleading. To the extent that the Company, the Principal Shareholders or the Trustee have actual knowledge of any such period discrepancy, statement or periods state of facts (and the significance of such discrepancy, statement or state of facts as such relates to the Parent's or Merger Sub's representations or warranties), and fails to notify the Parent and Merger Sub, the applicable representation or warranty known to be untrue or misleading shall be requested by unenforceable. In all other respects, the City to be prepared representations and filed with the City and, upon the request warranties of the City, Parent and Merger Sub shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Agents shall pay over or deliver to the City all moneys or securities held by them pursuant to the Indenture which are not required for the payment of Principal or Redemption Price, if applicable, and interest on Bonds not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfiedremain unaffected.

Discharge of Indebtedness. Releases, Etc. The indebtedness of the Company referred to in Exhibit 5.3.7 attached hereto (a"Terminated Obligations") If shall be paid in full or refinanced on terms acceptable to the City Parent, and the Shareholders shall pay cause all holders of any such Terminated Obligations to deliver to the Parent, in form reasonably satisfactory to the Parent and the lenders to the Parent such customary releases, termination statements, consents, approvals or cause other documents or instruments required, in the judgment of the Parent, to release and terminate all liens, security interests, claims, or rights of such holders against the Company or the Parent or any of their respective assets in connection therewith. The consummation of the Closing shall not be deemed to be paida waiver by the Parent or the Company of any of their rights or remedies against the Shareholders hereunder for any breach of warranty, covenant or there agreement by the Shareholders herein irrespective of any knowledge of or investigation made by or on behalf of the Parent; provided, however, that if the Shareholders shall otherwise disclose in writing to the Parent prior to the Closing Date a specified breach of a specifically identified representation, warranty, covenant or agreement of the Shareholder herein, and requests a waiver thereof by the Parent, and the Parent shall waive any such specifically identified breach in writing prior to the Closing Date, the Parent and the Company, for themselves and for each Parent Indemnified Party (as defined below) shall be paiddeemed to have waived their respective rights and remedies hereunder for, subject to any limitations contained in a Supplemental Indenture and the Shareholders shall have no liability with respect to a Series of Bondsto, any such specifically identified breach, to the Holders of all Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in full, then the pledge of any Revenues and other moneys, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations of the City to the Bondholders, Security Instrument Issuers and Reserve Instrument Issuers shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested extent so identified by the City to be prepared Shareholders and filed with so waived by the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Agents shall pay over or deliver to the City all moneys or securities held by them pursuant to the Indenture which are not required for the payment of Principal or Redemption Price, if applicable, and interest on Bonds not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfiedParent.

Discharge of Indebtedness. (a) If the City Agency shall pay or cause to be paid, or there shall otherwise be paid, subject to any limitations contained in a Supplemental Indenture with respect to a Series of Bonds, to the Holders Owners of all Outstanding Bonds the Principal or Redemption Price, if applicable, and interest due or to become due thereonthereon and the principal thereof, at the times and in the manner stipulated therein and in the Indenture and if all Repayment Obligations owed to Security Instrument Issuers and Reserve Instrument Issuers shall have been paid in fullthis Indenture, then the Owners of such Bonds shall cease to be entitled to the pledge of any Revenues and other moneysPledged Revenues, securities and Funds pledged under the Indenture and all covenants, agreements and other obligations of the City Agency to the Bondholders, Security Instrument Issuers and Reserve Instrument Issuers Owners of such Bonds under this Indenture shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the City to be prepared and filed with the City and, upon the request of the City, shall execute and deliver to the City Agency all such instruments as may be desirable to evidence such discharge and satisfaction, and the Agents Trustee shall pay over or deliver to the City Agency all moneys money or securities held by them pursuant to the this Indenture which are not required for the payment of Principal the interest due on and the principal or Redemption PriceAccreted Value of such Bonds other than the moneys, if applicableany, in the Rebate Fund. Bonds for the payment of which money shall have been set aside (through deposit by the Agency or otherwise) to be held in trust by the Trustee for such payment at the maturity or redemption date thereof shall be deemed, as of the date of such setting aside, to have been paid within the meaning and with the effect expressed in the first paragraph of this section. Any Outstanding Bonds shall prior to the maturity date thereof be deemed to have been paid within the meaning and with the effect expressed in the first paragraph of this section if (1) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Federal Securities (including any Federal Securities issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) the principal of and the interest on which when paid will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the interest due and to become due on such Bonds on and prior to the maturity date thereof, and the principal or Accreted Value of such Bonds (the sufficiency of such amounts to be appropriately verified), (2) the Agency shall have given the Trustee in form satisfactory to it irrevocable instructions to mail, as soon as practicable, a notice to the Owners of such Bonds that the deposit required by (1) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity date upon which money is to be available for the payment of the principal or Accreted Value of such Bonds, (3) the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Agency) to apply such money to the payment of such principal of and premium, if any, and interest on such Bonds and provided, further, that the Agency and the Trustee shall have received (A) an opinion of nationally recognized bond counsel to the effect that such deposit shall not theretofore surrendered cause interest on the Bonds to be included in the gross income of the beneficial owner thereof for federal income tax purposes and that the Bonds to be discharged are no longer Outstanding and (B) a verification report of a firm of certified public accountants or other financial services firm acceptable to the Agency and the Bond Insurer verifying that the money or securities so deposited or held together with earnings thereon will be sufficient to make all payments of principal of and premium, if any, and interest on the Bonds to be discharged to and including the earlier of their respective maturity dates or the date they are to be redeemed; and (4) the Agency shall have received and the Bond Insurer shall have approved opinions regarding the validity and enforceability of the escrow agreement. Further, the Bond Insurer shall be provided an opinion of counsel that (A) the escrow deposit will not constitute a voidable preference or transfer under the Federal Bankruptcy Code or any other similar state or federal statute in the event the Agency becomes a debtor within the meaning of the Federal Bankruptcy Code or comes within the protection of such similar state or federal statute (“Insolvency Event”), and (B) in such Insolvency Event, the escrow deposit will not be treated as part of the estate of the Agency. Any escrow agreement must be reasonably acceptable to the Bond Insurer. Neither Federal Securities nor money deposited with the Trustee pursuant to this section nor interest or principal payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the interest on and principal or Accreted Value of such Bonds; provided that any cash received from such interest or principal payments on such Federal Securities deposited with the Trustee, if not then needed for such payment or redemption. If the City shall pay or cause to be paidpurpose, or there shall otherwise be paidshall, to the Holders extent practicable, be reinvested at the written direction of any Outstanding the Agency in Federal Securities maturing at times and in amounts sufficient to pay when due the interest on and principal or Accreted Value of such Bonds the Principal or Redemption Price, if applicableon and prior to such maturity date thereof, and interest due or to become due thereon, at the times and earned from such reinvestments shall be deposited in the manner stipulated therein Revenue Fund. For the purposes of this section, Federal Securities shall mean and in the Indenture, include only such Bonds shall cease securities as are not subject to be entitled redemption prior to any lien, benefit or security under the Indenture, and all covenants, agreements and obligations of the City to the Holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfiedtheir maturity.