Additional Certificates. So long as the Financing Contract remains in effect, the Corporation may provide for Additional Certificates to be executed and delivered under this Trust Agreement to provide funds (a) to complete the Facilities, (b) to expand or improve the Facilities, (c) to refund any Outstanding Certificates, (d) to pay financing costs or establish reserves in connection with the issuance of Additional Certificates, (e) for any other purpose that may be allowed by law from time to time, or (f) for any combination of such purposes. (i) Certified copies of resolutions of the Town Council and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment to the Financing Contract providing for payment of Contract Payments as required by the issuance of the Additional Certificates. (ii) An executed copy of the Financing Contract, as so amended, together with evidence satisfactory to the Trustee that the LGC has approved such amendment (if such approval is then required by law). (iii) An executed copy of an amendment or supplement to this Trust Agreement providing for the issuance of the Additional Certificates, which sets forth the payment and prepayment terms of such Additional Certificates, together with such other terms as may be appropriate. (iv) An Opinion of Special Counsel to the effect that the issuance of such Additional Certificates is permitted under the terms of this Trust Agreement and has been duly authorized, and that the issuance of such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled. (v) A certificate signed by a Town Representative directing the Trustee as to the application of the proceeds from the sale of the Additional Certificates. The Trustee will not authenticate and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery of the Additional Certificates, the proceeds (including any accrued interest) of the Additional Certificates will be applied as provided in the certificate described in (v) above. Each of the Additional Certificates executed and delivered pursuant to this Section will evidence an assignment of a proportionate and undivided ownership interest in Installment Payments under the Financing Contract, as amended, proportionately and ratably secured with the 2005 Certificates and all other Additional Certificates, if any, executed and delivered pursuant to this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions of this Section. After the execution and delivery of any such Additional Certificates, such will be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) above.
Appears in 1 contract
Samples: Trust Agreement
Additional Certificates. So (a) Upon the execution and delivery of a Supplemental Lease that provides for an increase in the amount of Basic Rent payable under the Lease and so long as no Event of Default exists, Additional Certificates evidencing the Financing Contract remains right of the Owners thereof to receive the Principal Portion and the Interest Portion of such additional Basic Rent may be executed and delivered under and equally and ratably secured by this Declaration of Trust on a parity with the Series 2015 Certificates and any other Additional Certificates, at any time and from time to time, upon compliance with the conditions provided in effectthis Section, for the purpose of providing funds to pay all or any part of the cost of (1) repairing, replacing or restoring the Project, (2) improving, upgrading or modifying the Project, (3) additional improvements to the Project or the acquisition of additional real property to be included in the Project or the acquisition, purchase, construction or equipping of additions to or expansions of or remodeling or modification of the Project, and (4) refunding any or all of the Certificates.
(b) Before any Additional Certificates may be executed and delivered under the provisions of this Section, the Corporation may City will (1) adopt an ordinance or resolution authorizing the execution and delivery of such Additional Certificates, fixing the amount and terms thereof and describing the Certificates to be refunded, if any, (2) consent in writing to the Trustee’s execution of a Supplemental Declaration of Trust for the purpose of executing and delivering such Additional Certificates, and (3) authorize the Trustee to enter into an amendment to the Lease with the City to provide for Basic Rent Payments at least sufficient to pay the Principal Portion or Prepayment Price and Interest Portion of the Certificates then to be Outstanding (including the Additional Certificates to be executed and delivered under this Trust Agreement delivered) as the same become due, and for such other matters as are appropriate because of the execution and delivery of the Additional Certificates proposed to provide funds (a) to complete the Facilities, (b) to expand or improve the Facilities, be delivered.
(c) to refund any Outstanding Such Additional Certificates will have the same designation as the Series 2015 Certificates, except for an identifying series letter or date. The Principal Portion and the Interest Portion of Basic Rent represented by such Additional Certificates will be payable on the dates, in the amounts and (with respect to such Interest Portion) at the rates as may be provided by the Supplemental Declaration of Trust authorizing such Additional Certificates. Exhibit C will be amended by such Supplemental Declaration of Trust to reflect separately the Principal Portion of Basic Rent allocable to each series of Certificates. Such Additional Certificates will be on a parity with and will be entitled to the same benefit and security of this Declaration of Trust as the Series 2015 Certificates and any other Additional Certificates.
(d) The Additional Certificates will be executed substantially in the form and manner as provided in this Article, but prior to pay financing costs or establish reserves in connection simultaneously with the issuance delivery of such Certificates by the Trustee, the following items will be on file with the Trustee:
(1) A copy, certified by the Clerk of the City, of the ordinance or resolution passed by the governing body of the City authorizing such Supplemental Lease and authorizing the execution and delivery of the Additional Certificates, fixing the amount and terms thereof and describing the Certificates to be refunded, if any.
(e2) for any other purpose An original executed counterpart of the Supplemental Declaration of Trust authorizing such Additional Certificates.
(3) An original executed counterpart of the Supplemental Lease.
(4) An original executed counterpart of a Purchase Document relating to the Additional Certificates.
(5) An Opinion of Special Tax Counsel to the effect that may be allowed by law from time to time, or (f) for any combination the execution and delivery of such Additional Certificates will not result in the Interest Portion of Basic Rent evidenced by any Certificates then Outstanding becoming includable in gross income of the Owners thereof for federal income tax purposes.
(i6) Certified copies of resolutions of the Town Council Such other certificates, statements, receipts, opinions and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment to the Financing Contract providing for payment of Contract Payments as documents required by this Declaration of Trust or the issuance Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates.
(iie) An When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed copy and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the Financing Contract, as so amended, together with evidence satisfactory purchaser named in the Purchase Document relating to the Trustee that the LGC has approved such amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement to this Trust Agreement providing for the issuance of the Additional Certificates, which sets forth the payment and prepayment terms of such Additional Certificates, together with such other terms as may be appropriate.
(iv) An Opinion but only upon payment of Special Counsel to the effect that the issuance purchase price of such Additional Certificates is permitted under as specified in the terms of this Trust Agreement and has been duly authorized, and that the issuance of Purchase Document relating to such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled.
(v) A certificate signed by a Town Representative directing the Trustee as to the application of the proceeds from the sale of the Additional Certificates. The Trustee will not authenticate and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery Proceeds of the Additional Certificates, the proceeds (including any accrued interest, if any, paid to the Trustee will be deposited, as follows or as provided in the Supplemental Declaration of Trust:
(1) all accrued interest, if any, paid by the purchasers of the Additional Certificates will be applied into the Lease Revenue Fund;
(2) an amount equal to the amount required to fund any reserve requirement related to the Additional Certificates into the reserve fund, if any, for such Additional Certificates; and
(3) the remaining Proceeds from any Additional Certificates, as provided in the certificate described in (v) above. Each Supplemental Declaration of the Additional Certificates executed and delivered pursuant Trust relating to this Section will evidence an assignment of a proportionate and undivided ownership interest in Installment Payments under the Financing Contract, as amended, proportionately and ratably secured with the 2005 Certificates and all other Additional Certificates, if any, executed and delivered pursuant to this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions of this Section. After the execution and delivery of any such Additional Certificates, such will be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) above.
Appears in 1 contract
Samples: Lease Purchase Agreement
Additional Certificates. So (a) Upon the execution and delivery of a Supplemental Lease that provides for an increase in the amount of Basic Rent payable under the Lease and so long as no Event of Default exists, Additional Certificates evidencing the Financing Contract remains right of the Owners thereof to receive the Principal Portion and the Interest Portion of such additional Basic Rent may be executed and delivered under and equally and ratably secured by this Declaration of Trust on a parity with the Series 2008 Certificates and any other Additional Certificates, at any time and from time to time, upon compliance with the conditions provided in effectthis Section, for the purpose of providing funds to pay all or any part of the cost of (1) repairing, replacing or restoring the Project, (2) improving, upgrading or modifying the Project, (3) additional improvements to the Project or the acquisition of additional real property to be included in the Project or the acquisition, purchase, construction or equipping of additions to or expansions of or remodeling or modification of the Project, and (4) refunding any or all of the Certificates.
(b) Before any Additional Certificates may be executed and delivered under the provisions of this Section, the Corporation may City will (1) adopt an ordinance or resolution authorizing the execution and delivery of such Additional Certificates, fixing the amount and terms thereof and describing the Certificates to be refunded, if any, (2) consent in writing to the Trustee’s execution of a Supplemental Declaration of Trust for the purpose of executing and delivering such Additional Certificates, and (3) authorize the Trustee to enter into an amendment to the Lease with the City to provide for Basic Rent Payments at least sufficient to pay the Principal Portion or Prepayment Price and Interest Portion of the Certificates then to be Outstanding (including the Additional Certificates to be executed and delivered under this Trust Agreement delivered) as the same become due, and for such other matters as are appropriate because of the execution and delivery of the Additional Certificates proposed to provide funds (a) to complete the Facilities, (b) to expand or improve the Facilities, be delivered.
(c) to refund any Outstanding Such Additional Certificates will have the same designation as the Series 2008 Certificates, except for an identifying series letter or date. The Principal Portion and the Interest Portion of Basic Rent represented by such Additional Certificates will be payable on the dates, in the amounts and (with respect to such Interest Portion) at the rates as may be provided by the Supplemental Declaration of Trust authorizing such Additional Certificates. Exhibit C will be amended by such Supplemental Declaration of Trust to reflect separately the Principal Portion of Basic Rent allocable to each series of Certificates. Such Additional Certificates will be on a parity with and will be entitled to the same benefit and security of this Declaration of Trust as the Series 2008 Certificates and any other Additional Certificates.
(d) The Additional Certificates will be executed substantially in the form and manner as provided in this Article, but prior to pay financing costs or establish reserves in connection simultaneously with the issuance delivery of such Certificates by the Trustee, the following items will be on file with the Trustee:
(1) A copy, certified by the Clerk of the City, of the ordinance or resolution passed by the governing body of the City authorizing such Supplemental Lease and authorizing the execution and delivery of the Additional Certificates, fixing the amount and terms thereof and describing the Certificates to be refunded, if any.
(e2) for any other purpose An original executed counterpart of the Supplemental Declaration of Trust authorizing such Additional Certificates.
(3) An original executed counterpart of the Supplemental Lease.
(4) An original executed counterpart of a certificate purchase agreement relating to the Additional Certificates.
(5) An Opinion of Special Tax Counsel to the effect that may be allowed by law from time to time, or (f) for any combination the execution and delivery of such Additional Certificates will not result in the Interest Portion of Basic Rent evidenced by any Certificates then Outstanding becoming includable in gross income of the Owners thereof for federal income tax purposes.
(i6) Certified copies of resolutions of the Town Council Such other certificates, statements, receipts, opinions and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment to the Financing Contract providing for payment of Contract Payments as documents required by this Declaration of Trust or the issuance Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates.
(iie) An When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed copy and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the Financing Contract, purchaser named in the certificate purchase agreement relating to such Additional Certificates or hold the Additional Certificates as so amended, together with evidence satisfactory to the Trustee that the LGC has approved such amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement to this Trust Agreement providing FAST Agent for the issuance benefit of the Additional CertificatesBeneficial Owners, which sets forth but only upon payment of the payment and prepayment terms of such Additional Certificates, together with such other terms as may be appropriate.
(iv) An Opinion of Special Counsel to the effect that the issuance purchase price of such Additional Certificates is permitted under as specified in the terms of this Trust Agreement and has been duly authorized, and that the issuance of certificate purchase agreement relating to such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled.
(v) A certificate signed by a Town Representative directing the Trustee as to the application of the proceeds from the sale of the Additional Certificates. The Trustee will not authenticate and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery Proceeds of the Additional Certificates, the proceeds (including any accrued interest, if any, paid to the Trustee will be deposited, as follows or as provided in the Supplemental Declaration of Trust:
(1) all accrued interest, if any, paid by the purchasers of the Additional Certificates will be applied into the Lease Revenue Fund;
(2) an amount equal to the amount required to fund any reserve requirement related to the Additional Certificates into the reserve fund, if any, for such Additional Certificates; and
(3) the remaining Proceeds from any Additional Certificates, as provided in the certificate described in (v) above. Each Supplemental Declaration of the Additional Certificates executed and delivered pursuant Trust relating to this Section will evidence an assignment of a proportionate and undivided ownership interest in Installment Payments under the Financing Contract, as amended, proportionately and ratably secured with the 2005 Certificates and all other Additional Certificates, if any, executed and delivered pursuant to this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions of this Section. After the execution and delivery of any such Additional Certificates, such will be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) above.
Appears in 1 contract
Samples: Site Lease
Additional Certificates. So (a) Upon the execution and delivery of a Supplemental Lease that provides for an increase in the amount of Basic Rent payable under the Lease and so long as the Financing Contract remains in effectno Event of Default or Event of Nonappropriation exists, the Corporation may provide for Additional Certificates evidencing the right of the Owners thereof to receive the Principal Portion and the Interest Portion of such additional Basic Rent may be executed and delivered under and equally and ratably secured by this Declaration of Trust Agreement to provide funds (a) to complete the Facilities, (b) to expand or improve the Facilities, (c) to refund any Outstanding Certificates, (d) to pay financing costs or establish reserves in connection on a parity with the issuance of Series 2024 Certificates and any other Additional Certificates, (e) for at any other purpose that may be allowed by law time and from time to time, or (f) upon compliance with the conditions provided in this Section and for any combination of the following purposes:
(1) To provide funds to pay all or any part of the costs of repairing, replacing or restoring the Project in the event of damage, destruction or condemnation thereto or thereof, but only to the extent that such purposescosts exceed the Net Proceeds of the insurance or condemnation awards out of which such costs are to be paid pursuant to the Lease.
(i2) Certified copies of resolutions To provide funds to pay all or any part of the Town Council costs of acquiring, constructing and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment installing additions to the Financing Contract providing for payment of Contract Payments Project or other improvements that may be added to the Project, all as required by the issuance of the Additional CertificatesCity may deem necessary or desirable.
(ii3) An executed copy To provide funds for refunding all or any portion of the Financing ContractCertificates of any series then-Outstanding, as so amended, together with evidence satisfactory including the payment of any premium thereon and interest to accrue to the Trustee that the LGC has approved designated Prepayment Date and any expenses in connection with such amendment (if such approval is then required by law)refunding.
(iii4) An executed copy Any other purpose permitted by law as the City may deem necessary or desirable. The principal amount of any Additional Certificates may include an amendment or supplement amount sufficient to this Trust Agreement providing for pay the issuance costs and expenses of the Additional Certificatesdelivery, which sets forth the payment any required funding of a reserve fund and prepayment terms of such Additional Certificates, together with such other terms capitalized amounts as may be appropriateare permitted by law.
(ivb) An Opinion of Special Counsel to the effect that the issuance of such Additional Certificates is permitted under the terms of this Trust Agreement and has been duly authorized, and that the issuance of such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled.
(v) A certificate signed by a Town Representative directing the Trustee as to the application of the proceeds from the sale of the Additional Certificates. The Trustee will not authenticate and deliver Before any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery of the Additional Certificates, the proceeds (including any accrued interest) of the Additional Certificates will may be applied as provided in the certificate described in (v) above. Each of the Additional Certificates executed and delivered pursuant to this Section will evidence an assignment of a proportionate and undivided ownership interest in Installment Payments under the Financing Contract, as amended, proportionately and ratably secured with the 2005 Certificates and all other Additional Certificates, if any, executed and delivered pursuant to this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions of this Section. After , the City shall (1) adopt an ordinance authorizing the execution and delivery of any a Supplemental Lease and such Additional Certificates, fixing the amount and terms thereof and describing the Certificates to be refunded, if any, (2) consent in writing to the Trustee’s execution of a Supplemental Declaration of Trust for the purpose of executing and delivering such will be "Additional Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) above.and
Appears in 1 contract
Samples: Lease Purchase Agreement
Additional Certificates. So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Financing Contract remains Lease Term is in effect, the Corporation may provide for one or more series of Additional Certificates to may be executed and delivered under this Trust Agreement upon the terms and conditions set forth herein. The principal of any Additional Certificates shall mature on December 1 and the Interest Payment Dates therefor shall be the same as the Interest Payment Dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide funds moneys to pay any one or more of the following:
(a) to complete the Facilitiescosts of acquiring, constructing, improving and installing any New Facility, or of acquiring a Site for any New Facility (and costs reasonably related thereto);
(b) to expand the costs of completing the Project or improve the Facilitiesmaking, (c) to refund at any Outstanding Certificates, (d) to pay financing costs time or establish reserves in connection with the issuance of Additional Certificates, (e) for any other purpose that may be allowed by law from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the Town may deem necessary or desirable, and as in accordance with the provisions of the Lease; or
(fc) for the purpose of refunding or refinancing all or any combination portion of Outstanding Certificates. In such purposes.case, the Costs of Execution and Delivery of the Additional Certificates and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee:
(a) Originally executed counterparts of a supplemental Indenture and related and necessary amendments to the Site Lease and the Lease (including any necessary amendment to the Base Rentals Schedule); and
(b) A commitment or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased, if necessary, to reflect the amount of the Additional Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property); and
(c) A written opinion of Special Counsel to the effect that:
(i) Certified copies the execution and delivery of resolutions Additional Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled;
(ii) the excludability of interest from gross income for federal income tax purposes on Outstanding Certificates will not be adversely affected by the Town Council execution and the Corporation’s governing board approving the terms and conditions under which delivery of the Additional Certificates are to be issued being executed and authorizing delivered; and
(iii) the sale, execution and delivery of the Additional Certificates, in and of themselves, will not constitute an amendment Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein or in the Lease; and
(d) Written directions from the underwriter or placement agent with respect of the Additional Certificates, together with written acknowledgment of the Town, to the Financing Contract providing for Trustee to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of Contract Payments a specified purchase price.
(e) Written confirmation that the rating on the Certificates will not be lowered or withdrawn as required by a result of the issuance of the Additional Certificates.
(ii) An executed copy of the Financing Contract, as so amended, together with evidence satisfactory to the Trustee that the LGC has approved such amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement to this Trust Agreement providing for the issuance of the Additional Certificates, which sets forth the payment and prepayment terms of such Additional Certificates, together with such other terms as may be appropriate.
(iv) An Opinion of Special Counsel to the effect that the issuance of such Additional Certificates is permitted under the terms of this Trust Agreement and has been duly authorized, and that the issuance of such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled.
(v) A certificate signed by a Town Representative directing the Trustee as to the application of the proceeds from the sale of the Additional Certificates. The Trustee will not authenticate and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery of the Additional Certificates, the proceeds (including any accrued interest) of the Additional Certificates will be applied as provided in the certificate described in (v) above. Each of the Additional Certificates Certificate executed and delivered pursuant to this Section will shall evidence an assignment of a proportionate and undivided ownership interest in Installment Payments the rights to receive the Revenues under the Financing Contract, as amended, proportionately this Indenture and shall be ratably secured with the 2005 all Outstanding Certificates and in respect of all other Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional CertificatesCertificates that may be executed and delivered in the future, if any, executed and delivered pursuant to this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions of this Section. After the execution and delivery of any such Additional Certificates, such will be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) above.
Appears in 1 contract
Samples: Lease Purchase Agreement
Additional Certificates. So long as Subsequent to the Financing Contract remains in effectexecution and delivery by the Trustee of the Certificates, the Trustee shall upon written request or requests of the District Representative and the Corporation may provide for Representative, execute and deliver from time to time one or more series of Additional Certificates in such aggregate principal amount as may be set forth in such written request or requests, provided that there shall have been compliance with all of the following conditions, which are hereby made conditions precedent to be executed the preparation, execution and delivered under this Trust Agreement to provide funds delivery of such Additional Certificates:
(a) to complete the Facilities, (b) to expand or improve the Facilities, (c) to refund any Outstanding Certificates, (d) to pay financing costs or establish reserves in connection with the issuance of Additional Certificates, (e) for any other purpose that may be allowed by law from time to time, or (f) for any combination of such purposes.
(i) Certified copies of resolutions of the Town Council and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment to the Financing Contract providing for payment of Contract Payments as required by the issuance of the Additional Certificates.
(ii) An executed copy of the Financing Contract, as so amended, together with evidence satisfactory to the Trustee that the LGC has approved such amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement The parties to this Trust Agreement providing for the issuance of the Additional Certificates, which sets shall have executed a supplemental agreement setting forth the payment terms and prepayment terms provisions of such Additional Certificates, together with including the establishment of such other terms funds and accounts, separate and apart from the funds and accounts established hereunder for the Certificates executed and delivered on the Closing Date, as may shall be necessary or appropriate.;
(ivb) An Opinion of Special Counsel The principal and interest payable with respect to the effect that the issuance such Additional Certificates and any premium payable upon prepayment of such Additional Certificates shall be payable only on Certificate Payment Dates applicable to the Certificates;
(c) The Lease shall have been amended by the parties thereto if necessary to (i) increase or adjust the Lease Payments due and payable on each Lease Payment Date to an amount sufficient to pay the principal, premium (if any) and interest payable with respect to all Outstanding Certificates, including all Additional Certificates as and when the same mature or become due and payable, (ii) if appropriate, amend the definition of “Property” to include as part of the Property all or any portion of additions, betterments, extensions, improvements or replacements, or such other real or personal property (whether or not located upon the Property as such Property is permitted constituted as of the date of this Trust Agreement), to be financed, acquired or constructed by the preparation, execution and delivery of such Additional Certificates, and (iii) make such other revisions to the Lease as are necessitated by the execution and delivery of such Additional Certificates (provided, however, that such other revisions shall not prejudice the rights of the Owners of Outstanding Certificates as granted them under the terms of this Trust Agreement Agreement);
(d) There shall have been delivered to the Trustee a counterpart of the amendments required by subsection 2.14(c) hereof;
(e) The Trustee shall have received a certificate of the Corporation Representative that there exists on the part of the Corporation no Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default);
(f) The Trustee shall have received a certificate of the District Representative that (i) there exists on the part of the District no Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) and has (ii) the Lease Payments as increased or adjusted do not exceed in any year the fair rental value of the Property (as such term is defined in the amended Lease);
(g) The Trustee shall have received an opinion of Special Counsel substantially to the effect that (i) said supplemental agreement and said amendments to the Lease comply in all respects with the requirements of this Section 2.14, (ii) said supplemental agreement and said amendments to the Lease have been duly authorized, executed and delivered by each of the respective parties thereto (provided that said opinion of Special Counsel, in rendering the issuance opinions set forth in this clause (ii), shall be entitled to rely upon one or more other opinions of counsel, including counsel to any of the respective parties to said supplemental agreement or said amendments to the Lease), (iii) assuming that no Event of Default has occurred and is continuing, this Trust Agreement, as amended by said supplemental agreement, and the Lease, as amended by the respective amendments thereto, constitute the legal, valid and binding obligations of the respective parties thereto, enforceable against said parties in accordance with their respective terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, moratorium, debt adjustment or other laws affecting creditors’ rights generally, and except to the extent that enforcement thereof may be limited by general principles of equity, regardless of whether enforcement is sought in a legal or equitable proceeding, and by the limitations on legal remedies against public agencies in the State of California) and (iv) the execution of such supplemental agreement and said amendments to the Lease, and performance by the parties thereunder, will not, in and of itself, result in the inclusion of the interest portion of any Lease Payments payable with respect to the Certificates, including Additional Certificates, theretofore prepared, executed and delivered, in the gross income of the Owners of the Certificates for purposes of federal income taxation;
(h) The District shall have provided each Rating Agency written notice of the proposed execution and delivery of such Additional Certificates will not adversely affect the exclusion from federal gross income to which interest components of Installment Payments are otherwise entitled.Certificates;
(vi) A certificate signed by a Town Representative directing There shall have been delivered to the Trustee as an endorsement to or reissuance of the title insurance policy delivered under Section 5.5 of the Lease providing that the insured amount is at least equal to the application aggregate principal amount of all of the proceeds from Certificates and Additional Certificates outstanding upon the sale execution and delivery of the such Additional Certificates. The Trustee will not authenticate ; and
(j) Such other conditions shall have been satisfied, and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery of the Additional Certificates, the proceeds (including any accrued interest) of the Additional Certificates will be applied as provided in the certificate described in (v) above. Each of the Additional Certificates such other instruments shall have been duly executed and delivered pursuant to this Section will evidence an assignment of the Trustee (with a proportionate and undivided ownership interest in Installment Payments under copy to the Financing ContractRating Agencies), as amendedthe District or the Corporation shall have reasonably requested. Upon delivery to the Trustee of the foregoing instruments, proportionately the Trustee shall cause to be executed and delivered Additional Certificates representing the aggregate principal amount specified in such supplemental agreement, and such Additional Certificates shall be equally and ratably secured with the 2005 Certificates and all other Certificates, including any Additional Certificates, if anytheretofore prepared, executed and delivered pursuant to this Sectiondelivered, all without preference, priority or distinction (other than with respect to maturity, payment, prepayment or sinking fund payment (if any)) of any Certificates one Certificate, including Additional Certificates, over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions ; provided, however, that no provision of this Section. After Trust Agreement shall require the District to consent to or otherwise permit the preparation, execution and delivery of any such Additional Certificates, it being understood and agreed that any such will consent or other action of the District to permit the preparation, execution and delivery of Additional Certificates, or lack thereof, shall be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) abovesole discretion of the District.
Appears in 1 contract
Samples: Trust Agreement
Additional Certificates. So long as Subsequent to the Financing Contract remains in effectexecution and delivery by the Trustee of the 2003 Certificates and 2007 Certificates, the Corporation Trustee shall, upon written request or requests of the City Representative and of the Authority Representative, execute and deliver from time to time one or more series of Additional Certificates in such aggregate principal amount as may provide be set forth in such written request or requests, provided that there shall have been compliance with all of the following conditions, which are hereby made conditions precedent to the preparation, execution and delivery of such Additional Certificates:
(a) The parties to this Trust Agreement shall have executed a supplemental agreement which (i) sets forth the terms and provisions of such Additional Certificates, including the establishment of such funds and accounts, which may be separate and apart from the funds and accounts established hereunder for the 2003 Certificates and the 2007 Certificates, as shall be necessary or appropriate, and (ii) requires that prior to the delivery of such Additional Certificates the Reserve Requirement with respect to such Additional Certificates shall be on deposit in the Reserve Fund established hereunder or in a reserve fund established under such supplemental agreement;
(b) The scheduled principal and interest payable with respect to such Additional Certificates shall be payable only on Interest Payment Dates;
(c) The Lease shall have been amended, if necessary, to (i) increase or adjust the Lease Payments due and payable on each Lease Payment Date to an amount sufficient to pay the principal, premium (if any) and interest payable with respect to all Outstanding Certificates, including the Additional Certificates to be executed and delivered under as and when the same mature or become due and payable (except to the extent such principal, premium and interest may be payable out of moneys then in the Reserve Fund or otherwise on deposit with the Trustee in accordance with this Trust Agreement to provide funds (a) to complete the FacilitiesAgreement), (b) to expand or improve the Facilities, (c) to refund any Outstanding Certificates, (d) to pay financing costs or establish reserves in connection with the issuance of Additional Certificates, (e) for any other purpose that may be allowed by law from time to time, or (f) for any combination of such purposes.
(i) Certified copies of resolutions of the Town Council and the Corporation’s governing board approving the terms and conditions under which the Additional Certificates are to be issued and authorizing the execution of an amendment to the Financing Contract providing for payment of Contract Payments as required by the issuance of the Additional Certificates.
(ii) An executed copy if appropriate, amend the definition of “Property” to include as part of the Financing ContractProperty all or any portion of additions, betterments, extensions, improvements or replacements, or such other real or personal property (whether or not located upon the Property as so amended, together with evidence satisfactory to the Trustee that the LGC has approved such amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement to this Trust Agreement providing for the issuance Property are constituted as of the Additional Delivery Date of the 2003 Certificates or the 2007 Certificates), which sets forth to be financed, acquired or constructed by the payment preparation, execution and prepayment terms delivery of such Additional Certificates, together with and (iii) make such other terms as may be appropriate.
(iv) An Opinion of Special Counsel revisions to the effect that Lease as are necessitated by the issuance execution and delivery of such Additional Certificates is permitted (provided, however, that such other revisions shall not prejudice the rights of the Owners of Outstanding Certificates as granted them under the terms of this Trust Agreement Agreement);
(d) There shall have been delivered to the Trustee a counterpart of the amendments required by subsection 2.12(c) hereof;
(e) The Trustee shall have received a certificate of the Authority Representative that there exists on the part of the Authority no Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default);
(f) The Trustee shall have received a certificate of the City Representative that
(i) there exists on the part of the City no Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) and has (ii) the Lease Payments as increased or adjusted do not exceed in any year the fair rental value of the Property (as such term is defined in the amended Lease);
(g) The Trustee shall have received an opinion of Special Counsel substantially to the effect that (i) said supplemental agreement and said amendments to the Lease comply in all respects with the requirements of this Section 2.12, (ii) said supplemental agreement and said amendments to the Lease have been duly authorized, executed and delivered by each of the respective parties thereto (provided that said opinion of Special Counsel, in rendering the issuance opinions set forth in this clause (ii), shall be entitled to rely upon one or more other opinions of counsel, including counsel to any of the respective parties to said supplemental agreement or said amendments to the Lease), (iii) assuming that no Event of Default has occurred and is continuing, this Trust Agreement, as amended by said supplemental agreement, and the Lease, as amended by the respective amendments thereto, constitute the legal, valid and binding obligations of the respective parties thereto, enforceable against said parties in accordance with their respective terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, moratorium, debt adjustment or other laws affecting creditors’ rights generally, and except to the extent that enforcement thereof may be limited by general principles of equity, regardless of whether enforcement is sought in a legal or equitable proceeding) and (iv) the execution of such supplemental agreement and said amendments to the Lease, and performance by the parties thereunder, will not result in the inclusion of the interest portion of any Lease Payments payable with respect to any Certificates, including Additional Certificates, theretofore prepared, executed and delivered, in the gross income of the Owners of the Certificates for purposes of federal income taxation;
(h) The City shall have provided the Insurer written notice of the proposed execution and delivery of such Additional Certificates at the addresses indicated in Section 14.05 and shall have received prior written consent of the Insurer with respect to such Additional Certificates; provided that any Additional Certificates being delivered to prepay any Outstanding Certificates shall not require the prior written consent of the Insurer if the aggregate maximum annual debt service with respect to the Certificates and the Additional Certificates during any remaining year that the Certificates will be Outstanding does not adversely affect exceed maximum annual debt service with respect to the exclusion from federal gross income Certificates prior to which interest components of Installment Payments are otherwise entitledsuch prepayment.
(vi) A certificate signed by a Town Representative directing There shall have been delivered to the Trustee as an endorsement to or reissuance of the title insurance policy delivered under Section 5.5 of the Lease providing that the insured amount is at least equal to the application aggregate principal amount of all of the proceeds from Certificates including the sale Additional Certificates outstanding upon the execution and delivery of such Additional Certificates;
(j) Upon the execution and delivery of such Additional Certificates, the amount on deposit in the Reserve Fund shall be equal to the Reserve Requirement, taking into account the execution of the Additional Certificates. The Trustee will not authenticate ; and
(k) Such other conditions shall have been satisfied, and deliver any Additional Certificates if any default under this Trust Agreement or under the Financing Contract is continuing. Simultaneously with the delivery of the Additional Certificates, the proceeds (including any accrued interest) of the Additional Certificates will be applied as provided in the certificate described in (v) above. Each of the Additional Certificates such other instruments shall have been duly executed and delivered pursuant to this Section will evidence an assignment of the Trustee (with a proportionate and undivided ownership interest in Installment Payments under copy to the Financing ContractInsurer), as amendedthe City or the Authority shall have reasonably requested. Upon delivery to the Trustee of the foregoing instruments, proportionately the Trustee shall cause to be executed and delivered Additional Certificates representing the aggregate principal amount specified in such supplemental agreement, and such Additional Certificates shall be equally and ratably secured with the 2005 all Outstanding Certificates and all other Additional Certificates, if anytheretofore prepared, executed and delivered pursuant to this Sectiondelivered, all without preference, priority or distinction (other than with respect to maturity, payment, prepayment or sinking fund payment (if any)) of any Certificates one Certificate, including Additional Certificates, over any other. No Additional Certificates will be so proportionately and ratably secured without compliance with the provisions ; provided, however, that no provision of this Section. After Trust Agreement shall require the City to consent to or otherwise permit the preparation, execution and delivery of any such Additional Certificates, it being understood and agreed that any such will consent or other action of the City to permit the preparation, execution and delivery of Additional Certificates, or lack thereof, shall be "Certificates" under this Trust Agreement and subject to all of its terms and conditions, except as may be provided in the supplement to this Trust Agreement provided for in (iii) abovesole discretion of the City.
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Samples: Trust Agreement
