Additional Certificates. (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 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 this 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 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) 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 be delivered. (c) 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 or simultaneously with the 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. (2) 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 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. (6) Such other certificates, statements, receipts, opinions and documents required by this Declaration of Trust or the Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates. (e) When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the purchaser named in the Purchase Document relating to such Additional Certificates, but only upon payment of the purchase price of such Additional Certificates as specified in the Purchase Document relating to such Additional Certificates. The Proceeds of Additional Certificates, including 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 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 Supplemental Declaration of Trust relating to such Additional Certificates.
Appears in 1 contract
Samples: Lease Purchase Agreement
Additional Certificates. Subsequent to the execution and delivery by the Trustee of the Certificates, the Trustee shall upon written request or requests of the District Representative and the Corporation 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 the preparation, execution and delivery of such Additional Certificates:
(a) Upon The parties to this Trust Agreement shall have executed a supplemental agreement setting forth the terms and provisions of such Additional Certificates, including the establishment of such funds and accounts, separate and apart from the funds and accounts established hereunder for the Certificates executed and delivered on the Closing Date, as shall be necessary or appropriate;
(b) The principal and interest payable with respect to 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 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 a Supplemental Lease such Additional Certificates (provided, however, that provides for an increase in such other revisions shall not prejudice the amount rights of Basic Rent payable the Owners of Outstanding Certificates as granted them under the Lease and so long as terms of this Trust 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 exists(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 (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 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 evidencing Certificates, theretofore prepared, executed and delivered, in the right gross income of the Owners thereof to receive of the Principal Portion Certificates for purposes of federal income taxation;
(h) The District shall have provided each Rating Agency written notice of the proposed execution and the Interest Portion delivery of such additional Basic Rent may be executed and Additional Certificates;
(i) There shall have been delivered to the Trustee an endorsement to or reissuance of the title insurance policy 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 this Section, for the purpose of providing funds to pay all or any part Section 5.5 of the cost of (1) repairing, replacing or restoring Lease providing that the Project, (2) improving, upgrading or modifying the Project, (3) additional improvements insured amount is at least equal to the Project or the acquisition aggregate principal amount 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 Certificates and Additional Certificates may be executed and delivered under the provisions of this Section, the City will (1) adopt an ordinance or resolution authorizing outstanding upon the execution and delivery of such Additional Certificates; and
(j) Such other conditions shall have been satisfied, fixing the amount and terms thereof such other instruments shall have been duly executed and describing the Certificates to be refunded, if any, (2) consent in writing delivered to the Trustee’s execution of Trustee (with a Supplemental Declaration of Trust for copy to the purpose of executing and delivering such Additional CertificatesRating Agencies), and (3) authorize as the District or the Corporation shall have reasonably requested. Upon delivery to 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 foregoing instruments, the Additional Certificates Trustee shall cause to be executed and delivered) as delivered Additional Certificates representing the same become dueaggregate principal amount specified in such supplemental agreement, and for such Additional Certificates shall be equally and ratably secured with all Certificates, including any Additional Certificates, theretofore prepared, executed and delivered, all without preference, priority or distinction (other matters as are appropriate because than with respect to maturity, payment, prepayment or sinking fund payment (if any)) of any one Certificate, including Additional Certificates, over any other; provided, however, that no provision of this Trust Agreement shall require the District to consent to or otherwise permit the preparation, execution and delivery of the Additional Certificates proposed to be delivered.
(c) Such Additional Certificates will have the same designation as the Series 2015 Certificates, except for an identifying series letter it being understood and agreed that any such consent 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 or simultaneously with the delivery of such Certificates by the Trustee, the following items will be on file with the Trustee:
(1) A copy, certified by the Clerk action of the CityDistrict to permit the preparation, 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 or lack thereof, shall be in the amount and terms thereof and describing the Certificates to be refunded, if any.
(2) An original executed counterpart sole discretion of the Supplemental Declaration of Trust authorizing such Additional CertificatesDistrict.
(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 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.
(6) Such other certificates, statements, receipts, opinions and documents required by this Declaration of Trust or the Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates.
(e) When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the purchaser named in the Purchase Document relating to such Additional Certificates, but only upon payment of the purchase price of such Additional Certificates as specified in the Purchase Document relating to such Additional Certificates. The Proceeds of Additional Certificates, including 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 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 Supplemental Declaration of Trust relating to such Additional Certificates.
Appears in 1 contract
Samples: Trust Agreement
Additional Certificates. Subsequent to the execution and delivery by the Trustee of the 2003 Certificates and 2007 Certificates, the 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 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) Upon 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 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), (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 are constituted as of the Delivery Date of the 2003 Certificates or the 2007 Certificates), 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 a Supplemental Lease such Additional Certificates (provided, however, that provides for an increase in such other revisions shall not prejudice the amount rights of Basic Rent payable the Owners of Outstanding Certificates as granted them under the Lease and so long as terms of this Trust 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 exists(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 (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 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 evidencing Certificates, theretofore prepared, executed and delivered, in the right gross income of the Owners thereof 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 receive such Additional Certificates; provided that any Additional Certificates being delivered to prepay any Outstanding Certificates shall not require the Principal Portion prior written consent of the Insurer if the aggregate maximum annual debt service with respect to the Certificates and the Interest Portion Additional Certificates during any remaining year that the Certificates will be Outstanding does not exceed maximum annual debt service with respect to the Certificates prior to such prepayment.
(i) There shall have been delivered to the Trustee an endorsement to or reissuance of such additional Basic Rent may be executed and the title insurance policy 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 this Section, for the purpose of providing funds to pay all or any part Section 5.5 of the cost of (1) repairing, replacing or restoring Lease providing that the Project, (2) improving, upgrading or modifying the Project, (3) additional improvements insured amount is at least equal to the Project or the acquisition aggregate principal amount 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 including the Additional Certificates outstanding upon the execution and delivery of such Additional Certificates.;
(bj) Before any Additional Certificates may be executed and delivered under the provisions of this Section, the City will (1) adopt an ordinance or resolution authorizing Upon 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) 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 be delivered.
(c) 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, deposit in the amounts and (with respect to such Interest Portion) at the rates as may Reserve Fund shall 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 or simultaneously with the 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.
(2) 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 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.
(6) Such other certificates, statements, receipts, opinions and documents required by this Declaration of Trust or the Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates.
(e) When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the purchaser named in the Purchase Document relating to such Additional Certificates, but only upon payment of the purchase price of such Additional Certificates as specified in the Purchase Document relating to such Additional Certificates. The Proceeds of Additional Certificates, including 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 into the Lease Revenue Fund;
(2) an amount equal to the amount required to fund any reserve requirement related to Reserve Requirement, taking into account the Additional Certificates into execution of the reserve fund, if any, for such Additional Certificates; and
(3k) Such other conditions shall have been satisfied, and such other instruments shall have been duly executed and delivered to the remaining Proceeds from Trustee (with a copy to the Insurer), as the City or the Authority shall have reasonably requested. Upon delivery to the Trustee of the foregoing instruments, 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 all Outstanding Certificates theretofore prepared, executed and delivered, all without preference, priority or distinction (other than with respect to maturity, payment, prepayment or sinking fund payment (if any)) of any one Certificate, including Additional Certificates, as provided over any other; provided, however, that no provision of this Trust Agreement shall require the City to consent to or otherwise permit the preparation, execution and delivery of Additional Certificates, it being understood and agreed that any such consent or other action of the City to permit the preparation, execution and delivery of Additional Certificates, or lack thereof, shall be in the Supplemental Declaration sole discretion of Trust relating to such Additional Certificatesthe City.
Appears in 1 contract
Samples: Trust Agreement
Additional Certificates. (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 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 2008 Certificates and any other Additional Certificates, at any time and from time to time, upon compliance with the conditions provided in this 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 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) 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 be delivered.
(c) Such Additional Certificates will have the same designation as the Series 2015 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 2015 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 or simultaneously with the 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.
(2) 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 certificate purchase agreement relating to the Additional Certificates.
(5) An Opinion of Special Tax Counsel to the effect that 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.
(6) Such other certificates, statements, receipts, opinions and documents required by this Declaration of Trust or the Lease or as the Trustee may reasonably require for the delivery of the Additional Certificates.
(e) When the documents mentioned in Section 309(d) have been filed with the Trustee, and when such Additional Certificates have been executed and registered as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order of the purchaser named in the Purchase Document certificate purchase agreement relating to such Additional CertificatesCertificates or hold the Additional Certificates as FAST Agent for the benefit of the Beneficial Owners, but only upon payment of the purchase price of such Additional Certificates as specified in the Purchase Document certificate purchase agreement relating to such Additional Certificates. The Proceeds of Additional Certificates, including 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 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 Supplemental Declaration of Trust relating to such Additional Certificates.
Appears in 1 contract
Samples: Site Lease
Additional Certificates. (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 So long as no Event of Default exists, 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 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 Financing Contract remains in this 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 Sectioneffect, the 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 Corporation may 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 delivereddelivered under this Trust Agreement to provide funds (a) as to complete the same become dueFacilities, and (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 other matters as are appropriate because purposes.
(i) Certified copies of resolutions of the execution Town Council and delivery of the Corporation’s governing board approving the terms and conditions under which the Additional Certificates proposed are to be delivered.
(c) 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 or simultaneously with the 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 issued 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.
(2) 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 an amendment to the Additional Certificates.
(5) An Opinion Financing Contract providing for payment of Special Tax Counsel to the effect that 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.
(6) Such other certificates, statements, receipts, opinions and documents Contract Payments as required by this Declaration of Trust or the Lease or as the Trustee may reasonably require for the delivery issuance of the Additional Certificates.
(eii) When An executed copy of the documents mentioned in Section 309(d) have been filed Financing Contract, as so amended, together with evidence satisfactory to the Trustee, and when Trustee that the LGC has approved such Additional Certificates have been executed and registered as amendment (if such approval is then required by law).
(iii) An executed copy of an amendment or supplement to this Declaration of Trust, Trust Agreement providing for the Trustee will deliver such Additional Certificates to or upon the order issuance of the purchaser named in Additional Certificates, which sets forth the Purchase Document relating to payment and prepayment terms of such Additional Certificates, but only upon payment together with such other terms as may be appropriate.
(iv) An Opinion of Special Counsel to the purchase price 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 specified in to the Purchase Document relating to such application of the proceeds from the sale of the Additional Certificates. The Proceeds 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, paid executed and delivered pursuant to the Trustee this Section, without preference, priority or distinction of any Certificates over any other. No Additional Certificates will be depositedso 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 follows or as may be provided in the Supplemental Declaration of Trust:
supplement to this Trust Agreement provided for in (1iii) all accrued interest, if any, paid by the purchasers of the Additional Certificates 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 Supplemental Declaration of Trust relating to such Additional Certificatesabove.
Appears in 1 contract
Samples: Trust Agreement
Additional Certificates. (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 So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default exists, Additional Certificates evidencing the right of the Owners thereof to receive the Principal Portion has occurred and is continuing and the Interest Portion Lease Term is in effect, one or more series 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 this 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 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 moneys to pay any one or more of the following:
(a) the costs of acquiring, constructing, improving and installing any New Facility, or of acquiring a Site for any New Facility (and costs reasonably related thereto);
(b) the costs of completing the Project or making, at any time or 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 this Sectionthe Lease; or
(c) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the City 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 (1or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property); and
(c) adopt an ordinance or resolution authorizing A written opinion of Special Counsel to the effect that:
(i) the execution and delivery of such Additional Certificates, fixing the amount Certificates have been duly authorized and terms thereof and describing the Certificates to be refunded, if any, (2) consent in writing that all conditions precedent to the Trustee’s execution delivery thereof have been fulfilled;
(ii) the excludability of a Supplemental Declaration of Trust interest from gross income 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 federal income tax purposes on Outstanding Certificates then to will not be Outstanding (including the Additional Certificates to be executed and delivered) as the same become due, and for such other matters as are appropriate because of adversely affected by the execution and delivery of the Additional Certificates proposed to be being executed and delivered.; and
(ciii) Such Additional Certificates will have the same designation as the Series 2015 Certificatessale, 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 or simultaneously with the 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 in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the amount and terms thereof and describing covenants or representations herein or in the Certificates to be refunded, if any.Lease; and
(2d) An original executed counterpart of Written directions from 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 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.
(6) Such other certificates, statements, receipts, opinions and documents required by this Declaration of Trust underwriter or the Lease or as the Trustee may reasonably require for the delivery placement agent with respect of the Additional Certificates, together with written acknowledgment of the Town, to the Trustee to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price.
(e) When Written confirmation that the documents mentioned in Section 309(d) have been filed with rating on the Trustee, and when such Additional Certificates have been executed and registered will not be lowered or withdrawn as required by this Declaration of Trust, the Trustee will deliver such Additional Certificates to or upon the order a result of the purchaser named in the Purchase Document relating to such Additional Certificates, but only upon payment issuance of the purchase price of such Additional Certificates as specified in the Purchase Document relating to such Additional Certificates. The Proceeds Each Additional Certificate executed and delivered pursuant to this Section shall evidence a proportionate interest in the rights to receive the Revenues under this Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates, including accrued interestCertificates that may be executed and delivered in the future, 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 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 Supplemental Declaration of Trust relating to such Additional Certificates.
Appears in 1 contract
Samples: Lease Purchase Agreement
