Laserfiche WebLink
obligations under the Lease. The term "dissolution or liquidation of the Lessee", <br />as used in this subparagraph, shall not be construed to include the cessation of the <br />corporate existence of the Lessee resulting either from a merger or consolidation <br />of the Lessee into or with another person, or from a dissolution or liquidation of <br />the Lessee following a transfer of all or substantially all of its assets as an <br />entirety, in accordance with Section 9.3 hereof. <br /> <br /> (f) The Lessee shall: (i) become insolvent or the subject of insolvency <br />proceedings; or (ii) be unable, or admit in writing its inability, to pay its debts <br />as .they mature; or (iii) make an assignment for the benefit of creditors or to an <br />agent authorized to liquidate any substantial amount of its property; or (iv) file <br />a petition or other pleading seeking reorganization, composition, readjustment, <br />or liquidation of assets, or requesting similar relief; or (v) apply to a court for the <br />appointmem of a receiver for any of its assets; or (vi) have a receiver or <br />liquidator appointed for any of its assets (with or without the consent of the <br />Lessee) and such receiver shall not be discharged within ninety (90) consecutive <br />days after his appointment; or (vii) become the subject of an "order for relief" <br />within the meaning of the United States Bankruptcy Code; or (viii) file an answer <br />to a creditor's petition admitting the material allegations thereof for liquidation, <br />reorganization, readjustment or composition or to effect a plan or other <br />arrangement with creditors or fail to have such petition dismissed within sixty <br />(60) consecutive days after the same is filed against the Lessee. <br /> <br /> (g) Loss under the Code of the tax-exempt status for the interest paid on <br />the Bonds as a result of any action of the Lessee. <br /> <br /> (h) Acceleration of payment under any indebtedness or other obligation <br />of the Lessee or under any agreement, instrument or document evidencing, <br />securing or relating to that indebtedness or obligation, after the expiration of any <br />applicable grace period and not waived; provided that the foregoing shall <br />constitute an Event of Default under this Lease only if the accelerated <br />indebtedness or obligations exceed in the aggregate one percent (1%) of the <br />Lessee's Total Operating Revenues as shown in Lessee's most recently available <br />audited financial statement and only if the indebtedness or obligations are owed <br />or payable to other than the Member or an entity related to the Member; and <br />provided further that <br /> <br /> (1) after written notice by the Lessee to the City and the Senior <br />Trustee of the Lessee's intention to do so, the Lessee may contest the <br />validity or the amount of any acceleration at its own expense and in its own <br />name and on its own behalf or, to the extent lawful, in the name and on <br />behalf of the City, by appropriate proceedings duly and timely instituted in <br />good faith and diligently prosecuted, and <br /> <br /> (2) in the event of a contest, the Lessee may permit any accelerated <br />indebtedness, or the amount thereof, so contested to remain unpaid during <br />the period of the contest and any appeal therefrom without that <br />circumstance constituting an Event of Default under this subparagraph, if <br /> <br /> (i) the Lessee delivers to the Senior Trustee or the City an <br />opinion of counsel to the effect that by nonpayment thereof, the liens <br />and priority of the Indentures, this Lease, or the interests of the City <br />and the Lessee in the Leased Premises will not be affected materially, <br />and the Leased Premises, or any part thereof, will not be subject to <br />imminent loss or forfeiture, and <br /> <br />- 43 - <br /> <br /> <br />