Mandatory Redemption at Option of Bank. On or after December 1, 2010, all or any portion of the Bond shall be redeemed by the Issuer, in whole or in part (but if in part in the principal amount of $100,000 or integral multiples of $5,000 in excess thereof), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date of redemption, upon ninety (90) days written demand of the Bank in the form attached as Exhibit “B” to the Agreement to the Borrower, with a copy to the Issuer. The Bond, or any portion thereof, shall be redeemed, and the redemption price of the Bond shall be paid to the Bank, on the date specified by the owner of the Bond. Notwithstanding the foregoing, if the Bank shall demand the redemption of the Bond in whole pursuant to this paragraph, in lieu of such redemption the Borrower shall have the right to (A) purchase the Bond from the Bank on any date after the date of the Bank’s written demand and prior to the next Business Day preceding the date of the proposed redemption, at a purchase price equal to 100% of the principal amount of the Bond, plus accrued interest to the date of purchase; or (B) deliver a letter of credit to the benefit of the Bank on any date after the date of the Bank’s written demand and prior to the next Business Day preceding the date of the proposed redemption which shall satisfy the requirements set forth under Section 6.1(c) of the Agreement. On each such redemption date, payment or provision for payment of the redemption price having been made, the Bond or the portion thereof so called for redemption shall become due and payable on the redemption date, and interest shall cease to accrue thereon from and after the redemption date. In the event of a redemption of this Bond in whole, the redemption price shall be paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such other place as the Borrower shall designate on such Interest Payment Date. In the event of a partial optional or mandatory redemption, payment shall be made by wire transfer of immediately available funds without presentation and surrender of this Bond, provided that the Borrower’s record of such payment shall be conclusive and binding upon the Bank and each succeeding owner of the Bond, absent manifest error. In addition to any amounts due in connection with the redemption of this Bond as set forth above, in the event of any redemption or prepayment of this Bond for any reason, whether by redemption, prepayment, acceleration or otherwise, there shall be paid to the Bank an additional amount equal to the sum of all actual losses or expenses suffered or incurred by the Bank as a result of the redemption or prepayment, including any loss, breakage or other cost or expense incurred by reason of the termination of any interest rate protection agreement or the liquidation or reemployment of deposits or other funds acquired by the Bank to make or maintain its investment in the principal amount of this Bond at a fixed interest rate; provided, however, if (i) there is a mandatory redemption pursuant to Section 6.1(c) of the Agreement, (ii) the Borrower is not in default under the Agreement, and (iii) a letter of credit has not been delivered pursuant to Section 6.1(c) of the Agreement, this paragraph shall not apply. The Bank shall provide the calculation of any such loss at the Borrower’s request, which calculation shall be final in the absence of manifest error. This Bond is transferable, in accordance with the provisions of the Agreement, by the owner hereof or its duly authorized attorney at the designated office of the Borrower, upon surrender of this Bond, accompanied by a duly executed instrument of transfer, in form satisfactory to the Borrower, and upon payment by the owner hereof of any taxes, fees or other governmental charges incident to such transfer. Upon any such transfer, a new fully-registered Bond in the same aggregate principal amount will be issued to the transferee. The person in whose name this Bond is registered may be deemed the owner thereof by the Issuer and the Borrower, and any notice to the contrary shall not be binding upon the Issuer or the Borrower. The Agreement permits the amendment thereof and the modifications of the rights and obligations of the Issuer and the rights of the owner of the Bond upon the terms set forth therein. Any consent or waiver by the owner of this Bond shall be conclusive and binding upon such Bank and upon all future owners of this Bond and of the Bond issued upon the transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of the Bond to waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth of Pennsylvania, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any instruments and documents executed and delivered by the Issuer in connection with the Project, against any officer, member, agent, attorney or employee of the Issuer past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Issuer, or any such successor body, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. Notwithstanding anything in any Borrower Financing Document (as defined in the Agreement) to the contrary, no recourse shall be had against any assets of the Issuer other than its rights under the Agreement and the other Borrower Financing Documents. This Bond shall not constitute the personal obligation, either jointly or severally, of any director, officer, employee or agent of the Issuer. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been performed.
Appears in 1 contract
Mandatory Redemption at Option of Bank. On or after December 1, 2010, all or any portion of the Bond shall be redeemed by the Issuer, in whole or in part (but if in part in the principal amount of $100,000 or integral multiples of $5,000 in excess thereof), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date of redemption, upon ninety (90) days written demand of the Bank in the form attached as Exhibit “B” to the this Agreement to the Borrower, with a copy to the Issuer. The Bond, or any portion thereof, shall be redeemed, and the redemption price of the Bond shall be paid to the Bank, on the date specified by the owner of the Bond. Notwithstanding the foregoing, if the Bank shall demand the redemption of the Bond in whole pursuant to this paragraph, in lieu of such redemption the Borrower shall have the right to (A) purchase the Bond from the Bank on any date after the date of the Bank’s written demand and prior to the next Business Day preceding the date of the proposed redemption, at a purchase price equal to 100% of the principal amount of the Bond, plus accrued interest to the date of purchase; or (B) deliver a letter of credit to the benefit of the Bank on any date after the date of the Bank’s written demand and prior to the next Business Day preceding the date of the proposed redemption which shall satisfy the requirements set forth under Section 6.1(cfollowing requirements:
(i) the letter of the Agreement. On each such redemption date, payment or provision for payment of the redemption price having been made, the Bond or the portion thereof so called for redemption shall become due and payable on the redemption date, and interest shall cease to accrue thereon from and after the redemption date. In the event of a redemption of this Bond in whole, the redemption price credit shall be paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such other place as the Borrower shall designate on such Interest Payment Date. In the event of a partial optional or mandatory redemption, payment shall be made by wire transfer of immediately available funds without presentation and surrender of this Bond, provided that the Borrower’s record of such payment shall be conclusive and binding upon the Bank and each succeeding owner of the Bond, absent manifest error. In addition to any amounts due in connection with the redemption of this Bond as set forth above, in the event of any redemption or prepayment of this Bond for any reason, whether by redemption, prepayment, acceleration or otherwise, there shall be paid to the Bank an additional amount equal to the sum aggregate principal amount of all actual losses the Bond plus thirty-five (35) days of interest on the Bond;
(ii) the letter of credit shall provide for payment in immediately available funds, upon receipt of request for such payment with respect to any Interest Payment Date, or expenses suffered Mandatory Redemption Date pursuant to this Agreement;
(iii) the letter of credit shall (a) provide for an expiration date no earlier than the earliest of (1) the date on which the Bond is to mature and is to be paid in full or incurred (2) the date on which the Bond become secured by an substitute letter of credit which meets the conditions of this Section 6.1(c), or (b) permit a draw on the letter of credit by the Bank as a result thirty (30) days prior to the expiration date of the redemption or prepaymentletter of credit in the event the Borrower has not provided to the Bank a written commitment, including any loss, breakage or other cost or expense incurred by reason to the reasonable satisfaction of the termination Bank, that (x) the letter of any interest rate protection agreement credit will be renewed on the expiration date, or (y) a substitute letter of credit, meeting the conditions of this Section 6.1(c), will be provided to the Bank by the Borrower;
(iv) the letter of credit shall be issued by a financial institution acceptable to the Bank and which has at least Aa2/P-1 rating from ▇▇▇▇▇’▇; and
(v) such other terms and conditions as the Bank or the liquidation or reemployment of deposits or other funds acquired by the Bank Issuer may reasonably require.
Section 6.1 (f) below shall not apply to make or maintain its investment in the principal amount of this Bond at a fixed interest rate; provided, however, if (i) there is a mandatory redemption pursuant to under this Section 6.1(c) of the Agreement, if (ii1) the Borrower is not in default under the this Agreement, and (iii2) a letter of credit has not been delivered pursuant to this Section 6.1(c) of the Agreement, this paragraph shall not apply. The Bank shall provide the calculation of any such loss at the Borrower’s request, which calculation shall be final in the absence of manifest error. This Bond is transferable, in accordance with the provisions of the Agreement, by the owner hereof or its duly authorized attorney at the designated office of the Borrower, upon surrender of this Bond, accompanied by a duly executed instrument of transfer, in form satisfactory to the Borrower, and upon payment by the owner hereof of any taxes, fees or other governmental charges incident to such transfer. Upon any such transfer, a new fully-registered Bond in the same aggregate principal amount will be issued to the transferee. The person in whose name this Bond is registered may be deemed the owner thereof by the Issuer and the Borrower, and any notice to the contrary shall not be binding upon the Issuer or the Borrower. The Agreement permits the amendment thereof and the modifications of the rights and obligations of the Issuer and the rights of the owner of the Bond upon the terms set forth therein. Any consent or waiver by the owner of this Bond shall be conclusive and binding upon such Bank and upon all future owners of this Bond and of the Bond issued upon the transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of the Bond to waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth of Pennsylvania, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any instruments and documents executed and delivered by the Issuer in connection with the Project, against any officer, member, agent, attorney or employee of the Issuer past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Issuer, or any such successor body, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. Notwithstanding anything in any Borrower Financing Document (as defined in the Agreement) to the contrary, no recourse shall be had against any assets of the Issuer other than its rights under the Agreement and the other Borrower Financing Documents. This Bond shall not constitute the personal obligation, either jointly or severally, of any director, officer, employee or agent of the Issuer. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been performed).
Appears in 1 contract
Mandatory Redemption at Option of Bank. On At any time on or after December June 1, 20102012, all or any portion of the this Bond shall be redeemed by the Issuer, in whole or in part (but if in part in the principal amount of $100,000 or integral multiples of $5,000 in excess thereof), ) at a redemption price equal to 100% of the principal amount thereof, together with thereof plus accrued interest to the date of redemption, upon ninety (90) not less than 180 days written demand of the Bank demand, in the form attached as Exhibit “"B” " to the Agreement to Agreement, of the BorrowerBank, with a copy to the Issuer. The Bond, or any portion thereof, shall be redeemed, and the redemption price of the this Bond shall be paid to the Bankowner of this Bond, on the date specified by the owner of the BondBank. Notwithstanding the foregoingHowever, if the Bank shall demand the redemption of the this Bond in whole pursuant to this paragraph, in lieu of such redemption the Borrower shall have the right to (A) purchase the this Bond from the Bank on any date after the date of the Bank’s 's written demand and prior to the next Business Day preceding the date of the proposed redemption, at a purchase price equal to 100% of the principal amount of the this Bond, plus together with accrued interest to the date of purchase; or (B) deliver a letter of credit . Notwithstanding the foregoing, if, prior to the benefit of the Bank on any date after the date of redemption otherwise specified in accordance with this subsection, the Borrower shall cause to be delivered to the Bank a Letter of Credit, in form and substance reasonably satisfactory to the Bank’s written demand and prior to the next Business Day preceding the date of the proposed redemption which shall satisfy the requirements set forth under Section 6.1(c) of the Agreement. On each such redemption date, payment or provision for payment of the redemption price having been made, the Bond or the portion thereof so called for redemption shall become due and payable on the redemption date, and interest shall cease to accrue thereon from and after the redemption date. In the event of a redemption of this Bond in whole, the redemption price shall be paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such other place as the Borrower shall designate on such Interest Payment Date. In the event of a partial optional or mandatory redemption, payment shall be made by wire transfer of immediately available funds without presentation and surrender of this Bond, provided that the Borrower’s record of such payment shall be conclusive and binding upon the Bank and each succeeding owner of the Bond, absent manifest error. In addition to any amounts due in connection with the redemption of this Bond as set forth above, in the event of any redemption or prepayment of this Bond for any reason, whether by redemption, prepayment, acceleration or otherwise, there shall be paid to the Bank an additional amount equal to the sum of all actual losses or expenses suffered or incurred by the Bank as a result of the redemption or prepayment, including any loss, breakage or other cost or expense incurred by reason of the termination of any interest rate protection agreement or the liquidation or reemployment of deposits or other funds acquired by the Bank to make or maintain its investment in the principal amount of this Bond at a fixed interest rate; provided, however, if (i) there is a mandatory redemption pursuant to Section 6.1(c) of the Agreement, (ii) the Borrower is not in default under the Agreement, and (iii) a letter of credit has not been delivered pursuant to Section 6.1(c) of the Agreement, this paragraph shall not apply. The Bank shall provide the calculation of any such loss at the Borrower’s request, which calculation shall be final in the absence of manifest error. This Bond is transferable, in accordance with the provisions of the Agreement, by the owner hereof or its duly authorized attorney at the designated office of the Borrower, upon surrender of this Bond, accompanied by a duly executed instrument of transfer, in form satisfactory to the Borrower, and upon payment by the owner hereof of any taxes, fees or other governmental charges incident to such transfer. Upon any such transfer, a new fully-registered Bond in the same aggregate principal amount will be issued to the transferee. The person in whose name this Bond is registered may be deemed the owner thereof by the Issuer and the Borrower, and any notice to the contrary shall not be binding upon subject to mandatory prepayment on the Issuer or date specified by the Borrower. The Agreement permits Bank, and thereafter, so long as such Letter of Credit shall be in effect, the amendment thereof and Bank shall have no right to demand the modifications of the rights and obligations of the Issuer and the rights of the owner prepayment of the Bond upon the terms set forth therein. Any consent or waiver by the owner of pursuant to this Bond shall be conclusive and binding upon such Bank and upon all future owners of this Bond and of the Bond issued upon the transfer of this Bond whether or not notation of such consent or waiver is made hereon. The Agreement also contains provisions permitting the owner of the Bond to waive certain past defaults under the Agreement and their consequences. This Bond is issued under and pursuant to, and in full compliance with the laws of the Commonwealth of Pennsylvania, including particularly the Act, which shall govern its construction, and by appropriate action duly taken by the Issuer which authorizes the execution and delivery of the Agreement and this Bond. No covenant or agreement contained in this Bond shall be deemed to be the covenant or agreement of any member, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of principal, premium, if any, or interest on this Bond or any claim based thereon or on any instruments and documents executed and delivered by the Issuer in connection with the Project, against any officer, member, agent, attorney or employee of the Issuer past, present or future, or any successor body or their representative heirs, personal representatives, successors, as such, either directly or through the Issuer, or any such successor body, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability being hereby released as a condition of and as a consideration for the execution and delivery of this Bond. Notwithstanding anything in any Borrower Financing Document (as defined in the Agreement) to the contrary, no recourse shall be had against any assets of the Issuer other than its rights under the Agreement and the other Borrower Financing Documents. This Bond shall not constitute the personal obligation, either jointly or severally, of any director, officer, employee or agent of the Issuer. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and issuance of this Bond do exist, have happened, exist and have been performedsubsection.
Appears in 1 contract
Sources: Financing Agreement (Met Pro Corp)