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Useful Life
Within the meaning of Section 147(b) of the Code, the average maturity of the Bonds does not
exceed 120% of the average reasonably expected economic life of the facilities being financed with the
proceeds of the Bonds.
Federal Guarantee Prohibition
The Borrower shall take no action, nor permit nor suffer any action to be taken if the result of the
same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of
the Code.
Prohibited Facilities
The Borrower represents and warrants that no portion of the proceeds of the Loan shall be used to
provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for
gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off
premises, and no portion of the proceeds of the Loan shall be used for an office unless (a) the office is
located on the premises of facilities constituting a portion of the Project and (b) not more than a de minimis
amount of the functions to be performed at such office is not related to the day-to-day operations of the
Project.
Optional Prepayment
The Promissory Note may be prepaid by the Borrower in whole or in part any Business Day
occurring on or after April 1, 2028 *, and must be prepaid by the Borrower in whole as soon as practicable
after the Borrower has advised the Trustee in writing that the Project is placed in service for all purposes
within the meaning of Section 42 of the Code, without penalty at a prepayment price equal to the
outstanding principal amount plus any unpaid accrued interest on the Promissory Note. In order to prepay
the Promissory Note, the Borrower shall give the Trustee written notice at least thirty (30) days prior to the
prepayment date to effect a redemption of the Bonds pursuant to the Indenture. After a Remarketing Date,
the Promissory Note may be prepaid by the Borrower in whole or in part on any Business Day that is nearest
to the date falling at 50% of the subsequent remarketing period between the most recent Mandatory Tender
Date and the next Mandatory Tender Date or the Maturity Date, as applicable.
Events of Default
The Loan Agreement provides that each of the following shall be an “Event of Default”:
(a) the Borrower shall fail to pay any Loan Payment on or prior to the date on which that Loan
Payment is due and payable or within the Loan Payment Cure Period;
(b) the Borrower shall fail to observe and perform any other agreement, term or condition set
forth in the Loan Agreement and the continuation of such failure for a period of thirty (30) days after written
notice thereof shall have been given to the Borrower [and the Investor Limited Partners] by the Issuer or
the Trustee, or for such longer period as the Issuer and the Trustee may agree to in writing; provided, that
if the failure is other than the payment of money and is of such nature that it can be corrected but not within
the applicable period, that failure shall not constitute an Event of Default so long as the Borrower institutes
curative action within the applicable period and diligently pursues that action to completion, which must
* Preliminary; subject to change.
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