Execution and Delivery of Additional Certificates. So long as the Lease Term shall remain in effect and no Event of Nonappropriation or Event of Default shall have occurred and be continuing, one or more issues of Additional Certificates may be executed and delivered upon the terms and conditions provided herein. The maturity dates, Interest Payment Dates and the times and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee: (a) Originally executed counterparts of a supplemental indenture and an amendment to the Lease adopted in accordance with the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include the Additional Certificates being executed and delivered as well as any Certificates and Additional Certificates theretofore executed and delivered, except that the series description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all as may be provided in the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment of the Base Rentals required or authorized to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect the execution and delivery of the Additional Certificates and the refunding of all or a portion of the then Outstanding Certificates. (b) A written opinion of Special Counsel to the effect that the execution and delivery of the Additional Certificates have been duly authorized, that all conditions precedent to the delivery thereof have been fulfilled, that the execution and delivery of the Additional Certificates will not adversely affect the exclusion from gross income for federal income tax purposes of the portion of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter executed and delivered, and that the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or herein. (c) If the Additional Certificates are to be secured by a reserve fund, proceeds of such Additional Certificates or other legally available funds of the District for d eposit into such reserve fund, or other substitution for the cash deposit as described in the ordinance or indenture authorizing the execution and delivery of such Additional Certificates, in an amount to fund the applicable reserve fund requirement. (d) A written order to the Trustee by the District to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest, if any. Each of the Additional Certificates executed and delivered pursuant to this Section 2.14 shall evidence an assignment of a proportionate interest in rights to receive Lease Revenues under the Lease, as amended, proportionately and ratably secured with the Certificates originally executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to this Section 2.14, without preference, priority or distinction of any Certificates or Additional Certificates over any other.
Appears in 1 contract
Samples: Indenture of Trust
Execution and Delivery of Additional Certificates. So long as In addition to the Lease Term shall remain in effect 2015 Certificates, the City, the Corporation and no Event the Trustee may by execution of Nonappropriation or Event a Supplemental Trust Agreement without the consent of Default shall have occurred the Owners, provide for the execution and be continuing, one or more issues delivery of Additional Certificates representing additional Base Rental Payments, the Trustee may execute and deliver to or upon the request of the City, such Additional Certificates, in such principal amount as shall reflect the additional principal components of the Base Rental Payments and the proceeds of such Additional Certificates may be applied to any lawful purposes of the Corporation or the City, but such Additional Certificates may only be executed and delivered upon compliance by the terms City with the provisions of Section 2.12 hereof and conditions provided herein. The maturity dates, Interest Payment Dates and the times and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment subject to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished following specific conditions, which are hereby made conditions precedent to the Trusteeexecution and delivery of any such Additional Certificates:
(a) Originally executed counterparts of a supplemental indenture the City and an amendment to the Corporation shall not be in default under the Trust Agreement, any Supplemental Trust Agreement, the Lease adopted in accordance with or the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include the Additional Certificates being executed and delivered as well as any Certificates and Additional Certificates theretofore executed and delivered, except that the series description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all as may be provided in the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment of the Base Rentals required or authorized to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect the execution and delivery of the Additional Certificates and the refunding of all or a portion of the then Outstanding Certificates.Sublease;
(b) A written opinion of Special Counsel said Supplemental Trust Agreement shall provide that from such proceeds or other sources an amount shall be deposited in the Certificate Reserve Fund so that following such deposit there shall be on deposit in the Certificate Reserve Fund an amount at least equal to the effect that the execution and delivery of the Additional Certificates have been duly authorized, that all conditions precedent to the delivery thereof have been fulfilled, that the execution and delivery of the Additional Certificates will not adversely affect the exclusion from gross income for federal income tax purposes of the portion of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter executed and delivered, and that the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or herein.Reserve Fund Requirement;
(c) If the Additional Certificates shall be payable as to principal on December 1 of each year in which principal components are due and shall be payable as to be secured by a reserve fund, proceeds interest on June 1 and December 1 of such Additional Certificates or other legally available funds each year commencing after their date of the District for d eposit into such reserve fund, or other substitution for the cash deposit as described in the ordinance or indenture authorizing the execution and delivery delivery;
(d) the aggregate principal amount of Certificates executed and delivered and at any time Outstanding hereunder (including the 2015 Certificates and any Additional Certificates) or under any Supplemental Trust Agreement shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement;
(e) the Sublease shall have been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal and interest represented by such Additional Certificates, payable at such times and in an amount such manner as may be necessary to fund provide for the applicable reserve fund requirement.
(d) A written order to the Trustee by the District to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest, if any. Each of the principal and interest represented by such Certificates; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any such amendment, plus Additional Rental shall be in excess of the fair rental value of the Leased Property after taking into account the use of the proceeds of any Additional Certificates executed and delivered pursuant in connection therewith (evidence of the satisfaction of this condition shall be made by a Certificate of the City); and
(f) said Supplemental Trust Agreement shall provide Principal Payment Dates and/or mandatory prepayments of Additional Certificates in amounts sufficient to this Section 2.14 provide for payment of the Additional Certificates when principal and interest components of Base Rental Payments are due. Any Additional Certificates shall evidence an assignment of be on a proportionate interest in rights to receive Lease Revenues under the Lease, as amended, proportionately and ratably secured parity with the Certificates originally and each Owner thereof shall have the same rights upon an Event of Default as the Owner of any other Certificates executed and delivered and all other issues of under this Trust Agreement, except as otherwise provided in the Supplemental Trust Agreement under which Additional Certificates, if any, Certificates are executed and delivered pursuant to this Section 2.14, without preference, priority or distinction of any Certificates or Additional Certificates over any otherdelivered.
Appears in 1 contract
Samples: Trust Agreement
Execution and Delivery of Additional Certificates. So long as In addition to the Lease Term shall remain in effect 2006 Certificates, the City, the Corporation and no Event the Trustee may by execution of Nonappropriation or Event a Supplemental Trust Agreement without the consent of Default shall have occurred the Owners, provide for the execution and be continuing, one or more issues delivery of Additional Certificates representing additional Base Rental Payments, the Trustee may execute and deliver to or upon the request of the City, such Additional Certificates, in such principal amount as shall reflect the additional principal components of the Base Rental Payments and the proceeds of such Additional Certificates may be applied to any lawful purposes of the Corporation or the City, but such Additional Certificates may only be executed and delivered upon compliance by the terms City with the provisions of Section 2.12 hereof and conditions provided herein. The maturity dates, Interest Payment Dates and the times and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment subject to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished following specific conditions, which are hereby made conditions precedent to the Trusteeexecution and delivery of any such Additional Certificates:
(a) Originally executed counterparts of a supplemental indenture The City and an amendment to the Corporation shall not be in default under the Trust Agreement, any Supplemental Trust Agreement, the Lease adopted in accordance with or the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include the Additional Certificates being executed and delivered as well as any Certificates and Additional Certificates theretofore executed and delivered, except that the series description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all as may be provided in the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment of the Base Rentals required or authorized to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect the execution and delivery of the Additional Certificates and the refunding of all or a portion of the then Outstanding Certificates.Sublease;
(b) A written opinion of Special Counsel Said Supplemental Trust Agreement shall provide that from such proceeds or other sources an amount shall be deposited in the Certificate Reserve Fund so that following such deposit there shall be on deposit in the Certificate Reserve Fund an amount at least equal to the effect that the execution and delivery of the Additional Certificates have been duly authorized, that all conditions precedent to the delivery thereof have been fulfilled, that the execution and delivery of the Additional Certificates will not adversely affect the exclusion from gross income for federal income tax purposes of the portion of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter executed and delivered, and that the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or herein.Reserve Fund Requirement;
(c) If the The Additional Certificates shall be payable as to principal on December 1 of each year in which principal components are due and shall be payable as to be secured by a reserve fund, proceeds interest on June 1 and December 1 of such Additional Certificates or other legally available funds each year commencing after their date of the District for d eposit into such reserve fund, or other substitution for the cash deposit as described in the ordinance or indenture authorizing the execution and delivery delivery;
(d) The aggregate principal amount of Certificates executed and delivered and at any time Outstanding hereunder (including the 2006 Certificates and any Additional Certificates) or under any Supplemental Trust Agreement shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement;
(e) The Sublease shall have been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal and interest represented by such Additional Certificates, payable at such times and in an amount such manner as may be necessary to fund provide for the applicable reserve fund requirement.
(d) A written order to the Trustee by the District to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest, if any. Each of the principal and interest represented by such Certificates; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any such amendment, plus Additional Rental shall be in excess of the fair rental value of the Leased Property after taking into account the use of the proceeds of any Additional Certificates executed and delivered pursuant in connection therewith (evidence of the satisfaction of this condition shall be made by a Certificate of the City); and
(f) Said Supplemental Trust Agreement shall provide Principal Payment Dates and/or mandatory prepayments of Additional Certificates in amounts sufficient to this Section 2.14 provide for payment of the Additional Certificates when principal and interest components of Base Rental Payments are due. Any Additional Certificates shall evidence an assignment of be on a proportionate interest in rights to receive Lease Revenues under the Lease, as amended, proportionately and ratably secured parity with the Certificates originally and each Owner thereof shall have the same rights upon an Event of Default as the Owner of any other Certificates executed and delivered and all other issues of under this Trust Agreement, except as otherwise provided in the Supplemental Trust Agreement under which Additional Certificates, if any, Certificates are executed and delivered pursuant to this Section 2.14, without preference, priority or distinction of any Certificates or Additional Certificates over any otherdelivered.
Appears in 1 contract
Samples: Trust Agreement
Execution and Delivery of Additional Certificates. So long In addition to the Certificates designated as Series 2012, the Lease Term shall remain City, the Corporation and the Trustee may by execution of a Supplemental Trust Agreement, without the consent of the Owners of any Certificates, provide for the execution and delivery of Additional Certificates in effect and no Event of Nonappropriation or Event of Default shall have occurred and be continuing, one or more issues Series. The Trustee may execute and deliver to or upon the request of the Corporation such Additional Certificates, in such principal amounts as shall reflect the additional principal components of the Lease Payments and the proceeds of such Additional Certificates may be applied to pay the costs of any additional project, as specified in the Supplemental Trust Agreement. Such Additional Certificates may only be executed and delivered upon compliance by the terms City with the provisions of Section 2.13 hereof, and conditions provided herein. The maturity dates, Interest Payment Dates and the times and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment subject to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished following specific conditions, which are hereby made conditions precedent to the Trusteeexecution and delivery of any such Additional Certificates:
(a) Originally executed counterparts The City shall not be in default under this Trust Agreement or any Supplemental Trust Agreement or under the Lease;
(b) The aggregate principal amount of a supplemental indenture Certificates and an amendment to the Lease adopted in accordance with the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include the any Additional Certificates being executed and delivered at any time Outstanding hereunder or under any Supplemental Trust Agreement shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement;
(c) The Lease shall have been amended so as well to increase the Lease Payments payable by the City thereunder by an aggregate amount equal to the principal and interest represented by such Additional Certificates, payable at such times and in such manner as any Certificates may be necessary to provide for the payment of the principal and Additional Certificates theretofore executed and deliveredinterest represented by such Certificates; provided, except however, that no such amendment shall be made such that the series sum of Lease Payments, including any additional Lease Payments required by such amendment, shall be in excess of the fair rental value of the Leased Premises after taking into account any amendment of the description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all as may be provided Leased Premises in the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment of the Base Rentals required or authorized to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect connection with the execution and delivery of Additional Certificates;
(d) If the Additional Certificates and City holds fee title to the refunding of all or a portion Leased Premises to be added, the Site Lease shall have been amended to take into account any amendment of the then Outstanding Certificates.
(b) A written opinion description of Special Counsel to the effect that such Leased Premises in connection with the execution and delivery of the Additional Certificates;
(e) The Supplemental Trust Agreement shall provide payment dates and/or mandatory prepayments of Additional Certificates have been duly authorized, that all conditions precedent in amounts sufficient to the delivery thereof have been fulfilled, that the execution and delivery provide for payment of the Additional Certificates will not adversely affect when principal and interest components of Lease Payments are due and shall provide for the exclusion from gross income for federal income tax purposes creation of accounts and subaccounts, if any, within existing funds and accounts established hereunder which relate to the portion Series of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter executed and delivered, and that the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or herein.Certificates; and
(cf) If the Additional Certificates are to be secured by a reserve fund, proceeds The issuance of such Additional Certificates or other legally available funds of the District for d eposit into such reserve fund, or other substitution for the cash deposit as described may not result in a reduction in the ordinance or indenture authorizing the execution and delivery credit rating of such Additional Certificates, in an amount to fund the applicable reserve fund requirement.
(d) A written order to the Trustee by the District to deliver the any Certificates then Outstanding. Any Additional Certificates to shall be on a parity with, and each Owner thereof shall have the purchaser or purchasers therein identified same rights upon payment to an event of default as the Trustee of a specified sum plus accrued interestOwner of, if any. Each of the Additional any other Certificates executed and delivered pursuant to under this Section 2.14 shall evidence an assignment of a proportionate interest Trust Agreement, except as otherwise provided in rights to receive Lease Revenues the Supplemental Trust Agreement under the Lease, as amended, proportionately and ratably secured with the which Additional Certificates originally are executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to this Section 2.14, without preference, priority or distinction of any Certificates or Additional Certificates over any otherdelivered.
Appears in 1 contract
Samples: Trust Agreement
Execution and Delivery of Additional Certificates. So long as In addition to the Lease Term shall remain in effect Series 2022 Certificates, the County, the Corporation and no Event of Nonappropriation or Event of Default shall have occurred the Trustee may by Supplemental Trust Agreement provide for the execution and be continuing, one or more issues delivery of Additional Certificates representing Base Rental Payments, and the Trustee may be executed execute and delivered deliver to or upon the terms and conditions provided herein. The maturity datesWritten Request of the Corporation, Interest Payment Dates such Additional Certificates, in such principal amount as shall reflect the additional principal component of the Base Rental Payments, but only upon compliance by the County and the times Corporation with the provisions of Section 3.05, and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment subject to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished following specific conditions, which are hereby made conditions precedent to the Trusteeexecution and delivery of any such Additional Certificates:
(a) Originally executed counterparts of a supplemental indenture the County and the Corporation shall not be in default under the Trust Agreement, any Supplemental Trust Agreement, the Site Lease or the Facilities Lease,
(b) said Supplemental Trust Agreement shall provide, if necessary, that from such proceeds or other sources an amendment amount shall be deposited in the Certificate Reserve Fund so that following such deposit there shall be on deposit in the Certificate Reserve Fund an amount at least equal to the Lease adopted in accordance with the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include Certificate Reserve Fund Requirement,
(c) the Additional Certificates being shall be payable as to principal on June 1 of each year in which principal components are due and shall be payable as to interest as specified in such Supplemental Trust Agreement or as provided herein,
(d) the aggregate principal amount of Certificates executed and delivered as well as and at any time Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement,
(e) the Facilities Lease shall have been amended, if necessary, so that the Base Rental Payments payable by the County thereunder shall equal the principal and interest represented by such Additional Certificates and all other Certificates to be Outstanding after such Additional Certificates theretofore are executed and delivered, except that the series description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates payable at such times and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all in such manner as may be provided in necessary to provide for the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment payment of the Base Rentals required or authorized principal and interest represented by such Certificates, and
(f) said Supplemental Trust Agreement shall provide for Certificate Payment Dates and for mandatory prepayments of Certificates in amounts sufficient to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect the execution and delivery provide for payment of the Additional Certificates when principal and the refunding of all or a portion of the then Outstanding Certificates.
(b) A written opinion of Special Counsel to the effect that the execution and delivery of the Additional Certificates have been duly authorized, that all conditions precedent to the delivery thereof have been fulfilled, that the execution and delivery of the Additional Certificates will not adversely affect the exclusion from gross income for federal income tax purposes of the portion interest components of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter executed and delivered, and that the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or hereinRental Payment are due.
(c) If the Additional Certificates are to be secured by a reserve fund, proceeds of such Additional Certificates or other legally available funds of the District for d eposit into such reserve fund, or other substitution for the cash deposit as described in the ordinance or indenture authorizing the execution and delivery of such Additional Certificates, in an amount to fund the applicable reserve fund requirement.
(d) A written order to the Trustee by the District to deliver the Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest, if any. Each of the Additional Certificates executed and delivered pursuant to this Section 2.14 shall evidence an assignment of a proportionate interest in rights to receive Lease Revenues under the Lease, as amended, proportionately and ratably secured with the Certificates originally executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to this Section 2.14, without preference, priority or distinction of any Certificates or Additional Certificates over any other.
Appears in 1 contract
Samples: Trust Agreement
Execution and Delivery of Additional Certificates. So long as In addition to the Lease Term shall remain in effect Series A Certificates and the Series B Certificates, the County, the Corporation and the Trustee may at any time by execution of a Supplemental Trust Agreement, without the consent of the Owners, provide for the execution and delivery of Additional Certificates evidencing additional Base Rental Payments. The Trustee may execute and deliver to or upon the request of the County, such Additional Certificates evidencing the additional principal components and interest components of such additional Base Rental Payments, but such Additional Certificates may only be executed and delivered upon compliance by the County with the provisions of Section 3.05 and subject to the following specific conditions, which are hereby made conditions precedent to the execution and delivery of any such Additional Certificates:
(a) no Event event of Nonappropriation or Event of Default default shall have occurred and be continuingcontinuing under this Trust Agreement, one or more issues of Additional Certificates may be executed and delivered upon the terms and conditions provided herein. The maturity dates, Interest Payment Dates and the times and amounts of payment of Additional Certificates shall be as provided in the supplemental indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered only to provide funds to pay Agreement or the costs of refunding all or any portion of the Outstanding Certificates. Additional Certificates may be executed and delivered only upon there being furnished to the Trustee:
(a) Originally executed counterparts of a supplemental indenture and an amendment to the Lease adopted in accordance with the requirements of Article IX hereof, expressly providing that, for all the purposes hereof, the Certificates shall mean and include the Additional Certificates being executed and delivered as well as any Certificates and Additional Certificates theretofore executed and delivered, except that the series description of the Additional Certificates, the date or dates of the Additional Certificates, the maturity dates and interest payment dates for the Additional Certificates, the rate or rates of interest on the Additional Certificates, and provisions for the redemption thereof, if any, all as may be provided in the supplemental indenture and amendment to the Lease rather than as provided in this Indenture; and further providing for an amendment of the Base Rentals required or authorized to be paid to the Trustee under the Lease and under Exhibit B to the Lease to reflect the execution and delivery of the Additional Certificates and the refunding of all or a portion of the then Outstanding Certificates.Ground Lease;
(b) A written opinion of Special Counsel the Supplemental Trust Agreement pursuant to the effect that the execution and delivery of the which such Additional Certificates have been duly authorized, that all conditions precedent to the delivery thereof have been fulfilled, that the execution and delivery of the Additional Certificates will not adversely affect the exclusion from gross income for federal income tax purposes of the portion of Base Rentals which is designated in the Lease and paid by the District as interest on the 2023 Certificates or other tax-exempt Additional Certificate hereafter are executed and delivered, and that delivered shall specify the sale, execution and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture nor cause any violation of the covenants or representations therein or herein.following:
(ci) If the purposes for which such Additional Certificates are to be secured by a reserve fundexecuted and delivered, proceeds which may include any lawful purpose or purposes of the County;
(ii) the principal amount evidenced by, and the designation of, such Additional Certificates, and the denomination or denominations of such Additional Certificates, which shall be Authorized Denominations;
(iii) the method of numbering, date, Principal Payment Dates and Mandatory Sinking Account Payment Dates, if any, of such Additional Certificates; provided, however, that the principal evidenced by such Additional Certificates shall be payable only on October 1 of any particular year and the interest evidenced by such Additional Certificates shall be payable only on Interest Payment Dates, commencing with the Interest Payment Date occurring after the date of execution and delivery of such Additional Certificates;
(iv) the prepayment premiums and terms, if any, for such Additional Certificates;
(v) the form of such Additional Certificates; and
(vi) such other provisions as are appropriate or other legally available funds necessary and are not inconsistent with the provisions hereof;
(c) the aggregate amount of principal evidenced by the District for d eposit into Certificates executed and delivered and at any time Outstanding hereunder shall not exceed any limit imposed by law or by this Trust Agreement;
(d) the Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended so as to (i) increase the Base Rental Payments payable by the County thereunder by the amount of such reserve fundadditional Base Rental Payments, or other substitution for and shall specify the cash deposit as described in principal components and interest components thereof, provided, however, that the ordinance or indenture authorizing principal components of such additional Base Rental Payments shall be payable only on October 1 of any particular year and the interest components of such additional Base Rental Payments shall be payable only on Interest Payment Dates, commencing with the Interest Payment Date occurring after the date of execution and delivery of such Additional Certificates, in an amount (ii) extend the Scheduled Termination Date thereof, to fund the applicable reserve fund requirement.extent necessary, and (iii) provide for such other amendments as are appropriate or necessary and are not inconsistent with the provisions hereof;
(de) A written order a consultant or an employee of the County with experience in real estate valuation and depreciation matters shall have found (and shall have delivered a certificate to the Trustee County and the Corporation setting forth its findings) that the Property (i) has an annual fair rental value greater than or equal to 105% of the maximum amount of the Base Rental Payments, including such additional Base Rental Payments, coming due in the then current Rental Period or any subsequent Rental Period, and (ii) has a fair market value at least equal to the aggregate amount of principal evidenced by the District Certificates then Outstanding, including such Additional Certificates; and
(f) the Supplemental Trust Agreement pursuant to deliver the which such Additional Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest, if any. Each of the Additional Certificates are executed and delivered shall provide that the aggregate amount of principal evidenced by such Additional Certificates evidence the aggregate principal components of such additional Base Rental Payments and each evidencing a direct, fractional undivided interest in such additional Base Rental Payments. Any such additional Base Rental Payments shall be on a parity with the Series A Base Rental Payments, the Series B Base Rental Payments and any other Base Rental Payments payable by the County pursuant to this Section 2.14 shall evidence an assignment of a proportionate interest in rights to receive the Lease Revenues under the Lease, as amended, proportionately and ratably secured with the Certificates originally executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to this Section 2.14Agreement, without preference, preference or priority or distinction of any Certificates or Additional Certificates Base Rental Payment over any otherother Base Rental Payment, except as to the payment dates thereof.
Appears in 1 contract
Samples: Trust Agreement