Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds: (a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following: (i) The application of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely to finance capital improvements to the Project or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bonds; (ii) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds; (iii) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and (iv) The redemption premiums and terms, if any, for such Additional Bonds; (v) The form of such Additional Bonds; and (vi) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof; (b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it; (c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it; (d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it; (e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds; (f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture; (g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and (h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds: (i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and (ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 2 contracts
Samples: Master Indenture, Master Indenture
Conditions for the Issuance of Additional Bonds. The Authority Community Facilities District may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ 2017 Bonds)] ) payable from Base Rental Payments Net Special Tax Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant to the Act and under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i1) The application of the proceeds of the sale of such Additional Bonds, which proceeds Bonds shall be used solely to finance capital improvements to the Project or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bonds;applied for
(ii2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such the Additional Bonds;
(iii3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(Ai) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on September 1 of each year in which principal falls due, and the Term term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on September 1, (Bii) the Additional Bonds shall be payable as to interest semiannually on March 1 andand September 1 of each year, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on March 1 and September 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(iv4) The redemption premiums and terms, if any, for such Additional Bonds;
(v5) The form of such Additional Bonds;
(6) The amount to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, that the Reserve Fund shall be at least equal to the Reserve Requirement, and an amount at least equal to the Reserve Requirement shall thereafter be maintained in the Reserve Fund; and
(vi7) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager Upon the issuance of such Additional Bonds, the Community Facilities District shall be in compliance with all agreements, conditions, covenants and terms contained herein and in the Management Agreement and the other Financing Documents to which it is a party all Supplemental Indentures required to be observed or performed by it;
(c) The Authority In connection with such refunding of Outstanding Bonds, Annual Debt Service in each Bond Year, calculated for all Bonds to be Outstanding after the issuance of such Additional Bonds, shall be less than Annual Debt Service in compliance with such Bond Year, calculated for all agreements, conditions, covenants and terms contained in Bonds Outstanding immediately prior to the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;issuance of such Additional Bonds; and
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any special tax bonds or other obligations payable from Base Rental Payments Special Taxes if, after the issuance and delivery of such bonds or other obligationsspecial tax bonds, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ 1999 Bonds)] ) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i1) The application of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely to finance capital improvements to the Project or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bonds;
(ii2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds;Additional
(iii3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(Ai) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on July 1 of each year in which principal falls due, and the Term term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on July 1, (Bii) the Additional Bonds shall be payable as to interest semiannually on January 1 andand July 1 of each year, except that the first installment of interest may be payable on either January 1 or July 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on January 1 and July 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(iv4) The redemption premiums and terms, if any, for such Additional Bonds;Additional
(v5) The form of such Additional Bonds;
(6) The amount to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, however, that the Reserve Fund shall be increased at the time that such Additional Bonds become Outstanding to an amount at least equal to the Reserve Requirement, and an amount at least equal to the Reserve Requirement shall thereafter be maintained in the Reserve Fund; and
(vi7) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Indenture Lease Agreement and in the other Financing Documents to which it is a party Ground Lease required to be observed or performed by it;
(dc) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Indenture Lease Agreement and in the other Financing Documents to which it is a party Ground Lease required to be observed or performed by it;; and
(ed) The Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended, (i) amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for provided, however, that no such amendment shall be made such that the prepayment sum of Base Rental Payments, including any increase in the Base Rental Payments attributable to as a result of such amendment, plus Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve AccountRental Payments, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), any Rental Period shall be fully funded if and to in excess of the extent required by annual fair rental value of the Accounts Agreement and Property after taking into account the Indenture;
(g) The Series 2023B Bonds and such use of the proceeds of any Additional Bonds shall each have a credit rating issued in connection therewith (evidence of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence satisfaction of such Additional Bonds and the Authority condition shall have delivered be made by a copy Written Certificate of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00City). Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Agency may at any time issue one or more after the issuance and delivery of the initial Series of Bonds hereunder issue Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments as provided herein Pledged Revenues and secured by a lien and charge upon Pledged Revenues equal to and on a parity with all other the lien and charge securing the Outstanding Bonds theretofore issued hereunderunder the Indenture, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The Agency shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indentures, and a Certificate of the Agency to that effect shall have been filed with the Trustee.
(b) The issuance of such Additional Bonds shall have been duly authorized under pursuant to the Law and pursuant hereto all applicable laws, and the issuance of such Additional Bonds shall have been provided for by a Supplemental Indenture duly adopted by the Agency which shall specify the following:
(i1) The application of purpose for which such Additional Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited, including a provision requiring the proceeds of the sale of such Additional BondsBonds to be applied solely for (i) the purpose of aiding in financing the Project, which proceeds shall be used solely including payment of all costs incidental to finance capital improvements or connected with such financing, and/or (ii) the purpose of refunding any Bonds or other indebtedness related to the Project Project, including payment of all costs incidental to or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsconnected with such refunding;
(ii2) The authorized principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds;
(iii3) The date, date and the maturity date or dates of such Additional Bonds; provided that (i) Principal and Sinking Account Payment Dates may occur only on Interest Payment Dates and (ii) fixed serial maturities or mandatory Sinking Account Installments, or any combination thereof, shall be established to provide for the retirement of all such Additional Bonds on or before their respective maturity dates, ;
(4) The Interest Payment Dates for such Additional Bonds which shall be on the same semiannual dates as the Interest Payment Dates for the Series 2010A Bonds; provided that such Additional Bonds may provide for compounding of interest in lieu of payment dates and the dates of interest on which mandatory sinking fund redemptionssuch dates;
(5) The denomination of such Additional Bonds;
(6) The redemption premiums, if any, are to be made for such Additional Bonds; provided, however, that [(A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(v7) The amount and due date of each mandatory Sinking Account Installment, if any, for such Additional Bonds;
(8) The amount, if any, to be deposited from the proceeds of such Additional Bonds in the Interest Account;
(9) The amount, if any, to be deposited from the proceeds of such Additional Bonds into the Reserve Account; provided that the amount on deposit in the Reserve Account shall be increased at or prior to the time such Additional Bonds become Outstanding to an amount at least equal to the Reserve Account Requirement on all then Outstanding Bonds and such Additional Bonds, which amount shall be maintained in the Reserve Account;
(10) The form of such Additional Bonds; and
(vi11) Such other provisions that as are necessary or appropriate or necessary and are not inconsistent with the provisions hereof;this Indenture.
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so The Combined Component Tax Revenues based upon the Assessed Value of taxable property in the Project Area, as to increase shown on the Base Rental Payments payable by most recently equalized assessment roll and the City thereunder by an aggregate amount equal to most recently established tax rates preceding the principal date of and interest on the Agency’s adoption of the Supplemental Indenture providing for the issuance of such Additional Bonds, payable shall be in an amount equal to at least 125% of the Maximum Annual Debt Service on all then Outstanding Bonds and such times Additional Bonds; and
(ii) In addition, after June 22, 2013, Project Area No. 2 Component Tax Revenues based upon the Assessed Value of taxable property in the Project Area No. 2 Component, as shown on the most recently equalized assessment roll and the most recently established tax rates preceding the date of the Agency’s adoption of the Supplemental Indenture providing for the issuance of such Additional Bonds, shall be in an amount equal to at least 125% of Maximum Annual Debt Service on all then Outstanding Project Area No. 2 Bonds and such Additional Bonds, for the current and each future Bond Year, For the purposes of the issuance of Additional Bonds, Outstanding Bonds shall not include any Bonds the proceeds of which are deposited in an escrow fund held by an escrow agent, provided that the Supplemental Indenture authorizing issuance of such Additional Bonds shall provide that: (A) such proceeds shall be deposited or invested with or secured by an institution rated “AA” by S&P and “Aa” by Xxxxx’x at a rate of interest which, together with amounts made available by the Agency from bond proceeds or otherwise, is at least sufficient to pay Annual Debt Service on the foregoing Bonds; (B) moneys may be transferred from said escrow fund only if the above stated tests for the issuance of Additional Bonds are satisfied, in each case, for the current and each future Bond Year, for a principal amount of Bonds less a principal amount of Bonds which is equal to moneys on deposit in said escrow fund after each such transfer, as demonstrated to the Trustee in a certificate of an Independent Financial Consultant; and (C) Additional Bonds shall be redeemed from moneys remaining on deposit in said escrow fund at the expiration of a specified escrow period in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required determined by the Accounts Agreement and Agency. In the Indenture;
(g) The Series 2023B Bonds and event such Additional Bonds shall each have a credit rating are to be issued solely for the purpose of at least [ ] refunding and retiring any Outstanding Bonds, interest and principal payments on the Outstanding Bonds to be so refunded and retired from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence proceeds of such Additional Bonds and being issued shall be excluded from the Authority shall have delivered a copy foregoing computation of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Maximum Annual Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00Service. Nothing contained herein in this Indenture shall limit the issuance of any tax allocation bonds or other obligations of the Agency payable from Base Rental Payments Pledged Revenues and secured by a lien and charge on Pledged Revenues if, after the issuance and delivery of such bonds or other obligationstax allocation bonds, none of the Bonds theretofore issued hereunder will be OutstandingOutstanding nor shall anything contained in this Indenture prohibit the issuance of any tax allocation bonds or other indebtedness by the Agency secured by a pledge of tax increment revenues (including Pledged Revenues) subordinate to the pledge of Pledged Revenues securing the Bonds.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Agency may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunderthe Series 2022 Bonds, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The Agency shall be in compliance with all agreements and covenants contained herein.
(b) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto to the Refunding Law and shall have been provided for by a Supplemental Indenture Trust Agreement which shall specify the following:
(i) The application purpose for which such Additional Bonds are to be issued; provided that such Additional Bonds shall be applied solely for (i) the purpose of satisfying any obligation of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely Agency to finance capital improvements make payments to the Project System pursuant to the Retirement Law relating to pension benefits accruing to the System’s members, and/or for payment of all costs incidental to or connected with the issuance of Additional Bonds for such purpose, and/or (ii) the purpose of refunding any Bonds then Outstanding, including payment of all costs incidental to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsor connected with such refunding;
(ii) The authorized principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds;
(iii) The date, date and the maturity date or dates, the interest payment dates of and the dates on which mandatory sinking fund redemptionspayment dates, if any, are to be made for such Additional Bonds; provided, however, that [(A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and;
(iv) The interest payment dates and principal payment dates for such Additional Bonds;
(v) The denomination or denominations of and method of numbering such Additional Bonds;
(vi) The redemption premiums premiums, if any, and the redemption terms, if any, for such Additional Bonds;
(vvii) The form amount, if any, to be deposited from the proceeds of sale of such Additional Bonds; and
(vi) Such other provisions that are appropriate or necessary and are not inconsistent with Bonds in the provisions hereofBond Fund;
(bviii) The Manager shall be in compliance Any repayment provisions including, without limitation, for reasonable expenses, including attorneys’ fees and expenses, and proportionate consent rights, proportionate or Series specific rights with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal respect to the direction of remedies, rights of subrogation to the rights of such Owners to receive the amount of principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for Bonds from the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve AccountAgency, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (notice provisions required in each case if applicable), shall be fully funded if and order to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and secure municipal bond insurance for such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following as the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter Agency determines will be advantageous to the TrusteeAgency; and
(hix) The Trustee shall have received a certificate Such other provisions (including the requirements of a senior financial officer of the Managerbook- entry Bond registration system, together with a detailed internal report demonstrating if any) as are necessary or appropriate and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstandingnot inconsistent herewith.
Appears in 1 contract
Samples: Trust Agreement
Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ 2017 Bonds)] ) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i1) The application of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely to finance capital improvements to the Project or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bonds;
(ii2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such the Additional Bonds;
(iii3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [that: (Ai) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on October 1 of each year in which principal falls due, and the Term term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on October 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(v) The form of such Additional Bonds; and
(vi) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Agency may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] ) payable from Base Rental Payments Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a1) The neither the Agency nor the City shall be in default under this Indenture, the Lease or the Site Lease;
(2) the issuance of such Additional Bonds shall have been authorized under and pursuant to the Act and under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application of the purposes for which such Additional Bonds are to be issued; provided, that the proceeds of the sale of such Additional Bonds shall be applied only for one or more of the following purposes: (A) providing funds to pay costs of City facilities (including capitalized interest), (B) providing funds to refund any Bonds issued hereunder or other obligations of the City, (C) providing funds to pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, which proceeds shall be used solely and (D) providing funds to finance capital improvements make any deposit to the Project or any Reserve Account required pursuant to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsparagraph (c) below;
(ii) The the principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such the Additional Bonds, which shall be Authorized Denominations;
(iii) The that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either June 1 or December 1;
(iv) the date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [that
(A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on December 1 of each year in which principal falls due, and the Term term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on December 1, (B) the all Additional Bonds of a Series of like maturity shall be payable identical in all respects, except as to interest semiannually number or denomination, and (C) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on 1 andor before their respective maturity dates;
(ivv) The the redemption premiums and terms, if any, for such Additional Bonds;
(vvi) The the form of such Additional Bonds;
(vii) the designation as to whether such Additional Bonds shall (A) constitute Common Reserve Bonds secured by the Common Reserve Account, (B) be secured by any other Reserve Account, or (C) not be secured by any Reserve Account; and
(viviii) Such such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b3) The Manager upon the issuance of such Additional Bonds, the amount on deposit in the Reserve Account applicable to such Additional Bonds, if any, shall be in compliance with all agreements, conditions, covenants and terms contained in at least equal to the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;applicable Reserve Requirement for such Additional Bonds; and
(c4) The Authority shall be upon the issuance of such Additional Bonds, the sum of Base Rental Payments, including any increase in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by as a result of the City thereunder by an aggregate amount equal to the principal issuance of and interest on such Additional Bonds, payable at such times and plus Additional Rental Payments, in such manner as may any Rental Period shall not be necessary to provide for the payment in excess of the principal annual fair rental value of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment Property after taking into account the use of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence proceeds of such Additional Bonds and the Authority shall have delivered a copy (evidence of the confirmation letter to the Trustee; and
(h) The Trustee satisfaction of such condition shall have received be made by a certificate of a senior financial officer Written Certificate of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be OutstandingCity).
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Community Facilities District may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments Net Special Tax Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The upon the issuance of such Additional Bonds, no Event of Default shall have occurred and be continuing hereunder;
(b) the issuance of such Additional Bonds shall have been authorized under this Indenture and pursuant hereto to the Act and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application of the purposes for which the proceeds of such Additional Bonds are to be applied, which purposes may only include one or more of (A) providing funds to refund any Bonds previously issued hereunder, (B) providing funds to pay Costs of Issuance incurred in connection with the sale issuance of such Additional Bonds, which proceeds shall be used solely and (C) providing funds to finance capital improvements make any deposit to the Project or Reserve Fund required pursuant to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsparagraph (viii) below;
(ii) The principal amount and the designation of such Series of Additional Bonds, the aggregate principal amount of the Additional Bonds of such Series, and the denomination or denominations principal amount of, and the interest rate to be borne by, each maturity of such Additional Bonds;
(iii) The that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period of not longer than twelve months;
(iv) the date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(A) the each such maturity date and date on which a mandatory sinking fund redemption is to be made shall be a September 1 and, provided, further, that serial maturities of serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on 1, or before their respective maturity dates;
(Bv) the Authorized Denominations of such Additional Bonds shall be payable as to interest semiannually on 1 andBonds;
(ivvi) The the redemption premiums and terms, if any, for such Additional Bonds;
(vvii) The the form of such Additional Bonds;
(viii) the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, however, that the amount on deposit in the Reserve Fund at the time that such Additional Bonds become Outstanding shall be at least equal to the Reserve Requirement; and
(viix) Such such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;; and
(c) The Authority shall Annual Debt Service in each Bond Year, calculated for all Bonds that will be in compliance with all agreements, conditions, covenants and terms contained in Outstanding after the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal issuance of and interest on such Additional Bonds, payable at such times and will be less than or equal to Annual Debt Service in such manner as may be necessary Bond Year, calculated for all Bonds that are Outstanding immediately prior to provide for the payment issuance of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any special tax bonds or other obligations payable from Base Rental Payments Special Tax if, after the issuance and delivery of such bonds or other obligationsspecial tax bonds, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Issuer may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments the Revenues as provided herein on and secured by a parity with all other pledge of and charge and lien upon the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding Bonds theretofore issued hereunder, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The Issuer shall be in compliance with all agreements and covenants contained herein.
(b) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto to the Act and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application purpose for which such Additional Bonds are to be issued; provided that such Additional Bonds shall be issued solely for the purpose of (i) the costs of completing the Project; (ii) the costs of making at any time or from time to time such substitutions, additions, modifications and improvements or additional costs for the Project or any portion thereof, all as authorized by the Act, as the Company may deem necessary or desirable; (iii) the costs of refunding, to the extent permitted, any Bonds then Outstanding; and (iv) the costs of issuance and sale of the proceeds of the sale of such Additional Bonds, which proceeds interest expenses during the construction period and other costs reasonably related to the financing as shall be used solely to finance capital improvements to agreed upon by the Project or to refund first, Company and the Series 2023_ Bonds and second, the other Outstanding BondsIssuer;
(ii) The authorized principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds, provided that the total amount of all Outstanding Bonds shall not exceed eighty-eight million five hundred fifty-five thousand dollars ($88,555,000);
(iii) The date, date and the maturity date or dates, the interest payment dates of and the dates on which mandatory sinking fund redemptionsredemption payment dates, if any, are to be made for such Additional Bonds; providedprovided that (i) all Bonds shall mature on the Maturity Date, however, that [(Aii) the serial all such Additional Bonds of like maturity shall be identical in all respects, except as to number and denomination, and (iii) serial maturities for serial bonds or mandatory redemption payments for term bonds, or any combination thereof, shall be established to provide for the retirement of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 andor before their respective maturity dates;
(iv) The redemption premiums and terms, if any, for rate to be borne by such Additional Bonds;
(v) The form amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Capitalized Interest Account hereinafter referred to;
(vi) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Debt Service Reserve Fund hereinafter referred to;
(vii) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Construction Fund;
(viii) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the subaccount within the Costs of Issuance Fund relating to such Additional Bonds.
(ix) The forms of such Additional Bonds; and
(vix) Such other provisions that as are necessary or appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;herewith.
(c) The Authority shall be in compliance with all agreementsInterest Payment Dates, conditions, covenants denominations and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
redemption provisions (dexcept for mandatory redemption payments) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such any Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following be the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, same as for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A 2008A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstandingas provided herein.
Appears in 1 contract
Conditions for the Issuance of Additional Bonds. The Authority Local Agency may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ Bonds)] payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunderthe Series Bonds, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The Local Agency shall be in compliance with all agreements and covenants contained herein.
(b) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto to the Act and shall have been provided for by a Supplemental Indenture Trust Agreement which shall specify the following:
(1) The purpose for which such Additional Bonds are to be issued; provided that such Additional Bonds shall be applied solely for (i) The application the purpose of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely satisfying any obligation to finance capital improvements make payments to the Project System pursuant to the Retirement Law relating to pension benefits accruing to the System’s members, and/or for payment of all costs incidental to or connected with the issuance of Additional Bonds for such purpose, and/or (ii) the purpose of refunding any Bonds then Outstanding, including payment of all costs incidental to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsor connected with such refunding;
(ii2) Whether such Bonds are fixed rate bonds, index bonds, auction rate securities, variable rate bonds, tender option bonds, capital appreciation bonds or bonds bearing interest at such other interest rate modes as may be set forth in a Supplemental Trust Agreement, including Bonds which convert from one mode to another;
(3) The authorized principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds;
(iii4) The date, date and the maturity date or dates, the interest payment dates of and the dates on which mandatory sinking fund redemptionspayment dates, if any, are to be made for such Additional Bonds; provided;
(5) The interest payment dates for such Additional Bonds;
(6) The denomination or denominations of and method of numbering such Additional Bonds;
(7) The redemption premiums, however, that [(A) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls dueif any, and the Term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(v) 8) The form amount, if any, to be deposited from the proceeds of sale of such Additional BondsBonds in the Interest Account hereinafter referred to; and
(vi9) Such other provisions that (including the requirements of a book-entry Bond registration system, if any) as are necessary or appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstandingherewith.
Appears in 1 contract
Samples: Trust Agreement
Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ 2004 Bonds)] ) payable from the Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The issuance of such Additional Bonds shall have been duly authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i1) The application of the proceeds of the sale of such Additional Bonds, which proceeds shall be used solely to finance capital improvements to the Project or to refund first, the Series 2023_ Bonds and second, the other Outstanding Bonds;
(ii2) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of such Additional Bonds;Additional
(iii3) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(Ai) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on July 1 of each year in which principal falls due, and the Term term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on July 1, (Bii) the Additional Bonds shall be payable as to interest semiannually on January 1 and
and July 1 of each year, except that the first installment of interest may be payable on either January 1 or July 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on January 1 and July 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the retirement of all such Additional Bonds on or before their respective maturity dates;
(4) The redemption premiums premiums, if any, and the redemption terms, if any, for such Additional Bonds;
(v5) The form of such Additional Bonds;
(6) The amount, if any, to be deposited from the proceeds of such Additional Bonds in the Capitalized Interest Account;
(7) The amount, if any, to be deposited from the proceeds of such Additional Bonds into the Reserve Fund; provided that the amount on deposit in the Reserve Fund shall be increased at or prior to the time such Additional Bonds become Outstanding to an amount at least equal to the Reserve Requirement on all then Outstanding Bonds and such Additional Bonds, and an amount at least equal to the Reserve Requirement shall thereafter be maintained in the Reserve Fund; and
(vi) 8) Such other provisions that as are necessary or appropriate or necessary and are not inconsistent with the provisions hereof;.
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Indenture Lease Agreement and in the other Financing Documents to which it is a party Ground Lease required to be observed or performed by it;
(dc) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Indenture Lease Agreement and in the other Financing Documents to which it is a party Ground Lease required to be observed or performed by it;; and
(ed) The Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended, (i) amended so as to increase the Base Rental Payments payable by the City thereunder hereunder by an aggregate amount equal to the principal of and the interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for provided, however, that no such amendment shall be made such that the prepayment sum of the Base Rental Payments, including the increase in the Base Rental Payments attributable to as a result of such amendment, plus Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve AccountRental Payments, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), any Rental Period shall be fully funded if and to in excess of the extent required by annual fair rental value of the Accounts Agreement and Property after taking into account the Indenture;
(g) The Series 2023B Bonds and such use of the proceeds of any Additional Bonds shall each have a credit rating issued in connection therewith (evidence of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence satisfaction of such Additional Bonds and the Authority condition shall have delivered be made by a copy Written Certificate of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00City). Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority Community Facilities District may at any time issue one or more Series of Additional Bonds [(in addition to the Series 2023A Bonds and the Series 2023_ 2014 Bonds)] ) payable from Base Rental Payments Net Special Tax Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) The upon the issuance of such Additional Bonds, no Event of Default shall have occurred and be continuing hereunder;
(b) the issuance of such Additional Bonds shall have been authorized under and pursuant hereto to this Indenture and the Act and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application of the purposes for which the proceeds of such Additional Bonds are to be applied, which purposes may only include one or more of (A) providing funds to refund any Bonds previously issued hereunder, (B) providing funds to pay Costs of Issuance incurred in connection with the sale issuance of such Additional Bonds, which proceeds shall be used solely and (C) providing funds to finance capital improvements make any deposit to the Project or Reserve Fund required pursuant to refund first, the Series 2023_ Bonds and second, the other Outstanding Bondsparagraph (vii) below;
(ii) The the principal amount and designation of such Series of Additional Bonds and the denomination or denominations interest rate to be borne by each maturity of such Additional Bonds;
(iii) The that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period of not longer than twelve months;
(iv) the date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(A) the each such maturity date and date on which a mandatory sinking fund redemption is to be made shall be a September 1 and, provided, further, that serial maturities of serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Series of Additional Bonds shall have annual or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on 1, or before their respective maturity dates;
(Bv) the Additional Bonds shall be payable as to interest semiannually on 1 and
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(vvi) The the form of such Additional Bonds;
(vii) the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, however, that the amount on deposit in the Reserve Fund at the time that such Additional Bonds become Outstanding shall be at least equal to the Reserve Requirement; and
(viviii) Such such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall Annual Debt Service in each Bond Year, calculated for all Bonds that will be in compliance with all agreements, conditions, covenants and terms contained in Outstanding after the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(d) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal issuance of and interest on such Additional Bonds, payable at such times and will be less than or equal to Annual Debt Service in such manner as may be necessary Bond Year, calculated for all Bonds which are Outstanding immediately prior to provide for the payment issuance of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;
(f) Each of (i) the Series 2023A Debt Service Reserve Account and the Series 2023B Debt Service Reserve Account, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable), shall be fully funded if and to the extent required by the Accounts Agreement and the Indenture;
(g) The Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any special tax bonds or other obligations payable from Base Rental Payments Special Taxes if, after the issuance and delivery of such bonds or other obligationsspecial tax bonds, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Indenture
Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds [(in addition pursuant to the Series 2023A Bonds and the Series 2023_ Bonds)] a Supplemental Indenture, payable from Base Rental Payments the Revenues as provided herein on and secured by a parity with all other pledge of and charge and lien upon the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding Bonds theretofore issued hereunder, but only and subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The No Event of Default shall be continuing after giving effect to the issuance of such the Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a the application of the proceeds thereof.
(b) The Supplemental Indenture which shall specify the following:
(i) The application of require that the proceeds of the sale of such Additional Bonds shall be applied to finance or refinance capital improvements, or for the refunding or repayment of any Outstanding Bonds or other obligations of the City issued to finance or refinance capital improvements, including the payment of costs and expenses of and incident to the authorization and sale of such Additional Bonds, which . The Supplemental Indenture may also provide that a portion of such proceeds shall be used solely to finance capital improvements applied to the Project payment of the interest due or to refund first, become due on said Additional Bonds during the Series 2023_ Bonds estimated period of any construction and second, the other Outstanding Bonds;for a period of not to exceed twelve (12) months thereafter.
(iic) The principal amount and designation of Supplemental Indenture shall establish a Reserve Fund securing such Series of Additional Bonds (which may be a Reserve Fund also securing other Series of Bonds) and the denomination or denominations shall provide that from proceeds of such Additional Bonds;
(iii) The date, Series or other sources there shall be deposited in the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that [(A) the serial Bonds of Reserve Fund securing such Series of Additional Bonds shall be payable as an amount at least equal to principal annually on 1 of each year in which principal falls due, and the Term Bonds of such Reserve Requirement for all Series of Additional Bonds shall have annual mandatory sinking fund redemptions on 1, (B) the Additional Bonds shall be payable as to interest semiannually on 1 and
(iv) The redemption premiums and terms, if any, for secured by such Additional Bonds;
(v) The form of such Additional Bonds; and
(vi) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(b) The Manager shall be in compliance with all agreements, conditions, covenants and terms contained in the Management Agreement and the other Financing Documents to which it is a party required to be observed or performed by it;
(c) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;Reserve Fund.
(d) The City aggregate principal amount of Bonds issued and at any time Outstanding hereunder shall be in compliance with all agreementsnot exceed any limit imposed by law, conditions, covenants and terms contained in the by this Indenture and the other Financing Documents to which it is a party required to be observed or performed by it;any Supplemental Indenture.
(e) The Ground Lease and the Lease Agreement shall have been amended, (i) if necessary, so as to increase that the Base Rental Payments payable by the City thereunder by an aggregate amount in each Fiscal Year shall at least equal to projected Debt Service, including Debt Service on the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; and (ii) to include provisions for the prepayment of Base Rental Payments attributable to such Additional Bonds;each Fiscal Year.
(f) Each If the additional facilities, if any, to be leased are not situated on Leased Property described in the Lease and the Site Lease, then the Lease and Site Lease shall have been amended to add such additional Leased Property. Nothing herein shall prevent payment of (i) the Series 2023A Debt Service Reserve Account on any Series of Additional Bonds from being secured and the Series 2023B Debt Service Reserve Accountpayable from sources, and (ii) the Series 2023A Work Stoppage Reserve Account and the Series 2023_ Work Stoppage Reserve Account (in each case if applicable)or by property, shall be fully funded if and instruments or documents, not applicable to the extent required by the Accounts Agreement and the Indenture;
(g) The Bonds or any one or more Series 2023B Bonds and such Additional Bonds shall each have a credit rating of at least [ ] from DBRS (or an equivalent rating by any other Rating Agency) immediately following the incurrence of such Additional Bonds and the Authority shall have delivered a copy of the confirmation letter to the Trustee; and
(h) The Trustee shall have received a certificate of a senior financial officer of the Manager, together with a detailed internal report demonstrating and concluding that, following the incurrence of the contemplated Additional Bonds, for each full fiscal year following the incurrence of such Additional Bonds until the maturity date of the Series 2023A Bonds and the Series 2023_ Bonds:
(i) the Historical Debt Service Coverage Ratio for the Historical Test Period is at least 2.00:1.00; and
(ii) the Pro-Forma Debt Service Coverage Ratio for the Prospective Test Period is at least 2.00:1.00. Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.
Appears in 1 contract
Samples: Master Indenture