05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 35 Total Principal and Interest Requirements until the first fiscal year in which any cash to pay debt service, funded by such indebtedness, is no longer available to the Borrower. If, in any fiscal year of the Borrower, commencing with its fiscal year ending September 30, 2024, Income Available for Debt Service for such fiscal year has been less than [120%] of its Total Principal and Interest Requirements for such fiscal year, then the Borrower at its expense shall retain an Independent consultant selected by it (which consultant may consist of a recognized senior housing, assisted living and nursing home consulting firm or a firm of certified public accountants) to make recommendations with respect to the Borrower's rates, fees and charges and other matters relating to or affecting said Income Available for Debt Service, provided that if the Borrower shall have employed an Independent consultant pursuant to this Section on a continuing basis, the Borrower shall not be required to employ a new Independent consultant or obtain new recommendations. A copy of the Independent consultant's report and recommendations and any supplements thereto shall be filed with the Borrower and the Trustee. The recommendations of the Independent consultant and any supplements thereto shall be presented by the Independent consultant in writing to the Board of Directors of the Borrower. The Borrower agrees that it will, to the extent permitted by law, follow the recommendations of the Independent consultant unless the Board of Directors of the Borrower in good faith resolves in a writing delivered to the Trustee on or before [45] days of receipt of the recommendations of the Independent consultant that such recommendations are not in the best interests of the Borrower and that a proposed alternate set of recommendations of management are likely to achieve the [120%] debt service coverage ratio set forth in this Section. So long as an Independent consultant shall be employed and the Borrower accepts and follows the recommendations of the Independent consultant or such alternate recommendations of the Board of Directors of the Borrower, the Borrower shall be deemed to be in compliance with the covenants provided in this Section with respect to the fiscal year in which the recommendations shall have been presented and all prior fiscal years, notwithstanding that Income Available for Debt Service realized may be less than [120%] of its Total Principal and Interest Requirements; and if the Borrower shall also employ the Independent consultant on a continuing basis, to monitor the effect of the recommendations on the Borrower's Income Available for Debt Service in future fiscal years and to supplement the recommendations (if needed, in the opinion of the Independent consultant), then (so long as the Borrower shall continue to accept and follow the recommendations of the Independent consultant and any supplements thereto, or alternate recommendations for any fiscal year from the Board of Directors of the Borrower issued in the manner set forth above), the Borrower shall be deemed in compliance with the covenants provided in this Section in such future fiscal years, notwithstanding that the Borrower's Income Available for Debt Service realized with respect to such future fiscal years may be less than 120% of its Total Principal and Interest Requirements. The Trustee has no duty or obligation to monitor the Borrower's compliance with any recommendations it receives hereunder. If, with respect to any fiscal year of the Borrower, Income Available for Debt Service for such fiscal year has been less than 100% of its Total Principal and Interest Requirements, based on audited financial statements for the Borrower delivered in accordance with Section 6.02 hereof, there shall be deemed to have occurred an Event of Default hereunder, notwithstanding anything else set forth in this Section.