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DocuSign Envelope ID: 1C143D5F-BE9C4E34-9F91-5A3C3FB05EE8 <br />(e) if there is any change in use of the Facility that significantly reduces or <br />eliminates the public purpose; <br />(f) if any act of the Project Sponsor adversely affects the federal tax exemption of <br />the Facility Bonds; or <br />(g) if the Project Sponsor fails to remedy any covenant, condition or term in this <br />Agreement, except as provided in subsections (a) — (f), within a period of thirty <br />(30) days after receipt of written notice that the Project Sponsor is not in <br />compliance. <br />9.2 Remedies Upon Default <br />Whenever an Event of Default has occurred, the Commission may: <br />(a) terminate this Agreement upon no less than ten (10) days' prior written notice; <br />or <br />(b) take whatever action at law or in equity may appear necessary or desirable to <br />enforce performance and observance of any obligation, agreement, or <br />covenant of the Project Sponsor. <br />Upon termination of this Agreement after completion of the Cultural Project, for any <br />reason other than at the stated expiration of its term, the Project Sponsor shall repay <br />the Commission the percentage of the Grant Amount described in Section 3.1 of this <br />Agreement equal to the ratio of (x) the number of months from the event triggering the <br />reimbursement to the final scheduled maturity date of the Facility Bonds used to finance <br />the grant to the Project Sponsor over (y) the total number of months that such Facility <br />Bonds are scheduled to be outstanding. Such repayment amount shall be calculated by <br />the OPFC. <br />Notwithstanding the foregoing, if this Agreement is terminated prior to the Completion <br />Date of the Cultural Project, the Project Sponsor shall immediately repay to the <br />Commission the amount of State funds used to pay costs of the Cultural Project. <br />The requirements to make payment to the Commission as provided in this Section 9.2 <br />shall survive the termination of this Agreement. <br />10. Interpretative Provisions <br />10.1 Binding Effect <br />All of the covenants, conditions and obligations contained in this Agreement shall be <br />binding upon and inure to the benefit of the respective permitted successors and <br />assigns of the Commission and the Project Sponsor to the same extent as if each such <br />successor and assign were named as a party to this Agreement. This Agreement may <br />not be changed or discharged except by written agreement signed by the Parties <br />C; Page 9 of 15 <br />