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2020_0518_CCPacket
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2020_0518_CCPacket
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Roseville City Council
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Council Agenda/Packets
Meeting Date
5/18/2020
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Attachment C <br />(iv) take any action to accelerate or otherwise enforce payment or seek other <br />remedies with respect to the Project Loan or the Funding Loan. <br />(c) Notwithstanding Sections 7.06(a) and 7.06(b) hereof, the Governmental Lender or <br />the Fiscal Agent may: <br />(i) specifically enforce the tax covenants of the Borrower specified in Sections <br />2.04 and 2.05 hereof or seek injunctive relief against acts which may be in violation thereof; <br />(ii) specifically enforce the Tax Regulatory Agreement or seek injunctive relief <br />against acts which may be in violation of the Tax Regulatory Agreement or are otherwise <br />inconsistent with the operation of the Project in accordance with applicable requirements <br />of the Internal Revenue Code and state law (but in neither the case of subsection (c)(i) <br />above or this subsection (c)(ii) may the Governmental Lender or the Fiscal Agent seek any <br />form of monetary damages from the Borrower in connection with such enforcement). <br />In addition, notwithstanding Sections 7.06(a) and 7.06(b) hereof, the Governmental Lender <br />and the Fiscal Agent may seek specific performance of the other Unassigned Rights (provided no <br />monetary damages are sought), and nothing herein shall be construed to limit the rights of the <br />Governmental Lender, the Fiscal Agent or any Indemnified Party related to the Governmental <br />Lender or the Fiscal Agent under Section 6.01 (each a ÐRelated Indemnified PartyÑ) to enforce <br />their respective rights against the Borrower under Sections 4.02, 4.03, 6.01 and 7.04 hereof, <br />provided that no obligation of the Borrower to the Governmental Lender, the Fiscal Agent or any <br />Related Indemnified Party under such sections shall be secured by or in any manner constitute a <br />lien on, or security interest in, the Project, whether in favor of the Governmental Lender, the Fiscal <br />Agent or any Related Indemnified Party, and all such obligations are and shall be subordinate in <br />priority, in right to payment and in all other respects to all other obligations, liens, rights (including <br />without limitation the right to payment) and interests arising or created under the Financing <br />Documents (except for the Fiscal AgentÓs right to receive payment of reasonable fees and expenses <br />pursuant to Section 6.05(a) of the Funding Loan Agreement after an event of default with respect <br />to the Funding Loan, which reasonable fees and expenses of the Fiscal Agent shall be payable as <br />provided thereunder). Accordingly, none of the Governmental Lender, the Fiscal Agent or any <br />Related Indemnified Party shall have the right to enforce any monetary obligation arising under <br />such sections other than directly against the Borrower, without recourse to the Project. In addition, <br />any such enforcement must not cause the Borrower to file or be made subject to an involuntary <br />petition seeking reorganization, arrangement, adjustment or composition of or in respect of the <br />Borrower under any applicable liquidation, insolvency, bankruptcy, rehabilitation, composition, <br />reorganization, conservation or other similar law in effect now or in the future. <br />Section 7.07 Assumption of Obligations. At the Funding LenderÓs sole and absolute <br />discretion, in the event that the Fiscal Agent or the Funding Lender or their respective assignee or <br />designee shall become the legal or beneficial owner of the Project by foreclosure or deed in lieu <br />of foreclosure, such party shall succeed to the rights and the obligations of the Borrower under this <br />Project Loan Agreement, the Project Note, the Tax Regulatory Agreement, and any other <br />Financing Documents to which the Borrower is a party or with respect to which it is a third-party <br />beneficiary or to which the Project is subject. Such assumption shall be effective from and after <br /> 32 <br />12502464v3 <br /> <br />
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