05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 37 outstanding Additional Parity Indebtedness, and including for such purpose the maximum Total Principal and Interest Requirements on the proposed Additional Parity Indebtedness for any future year, but excluding from such calculation the Total Principal and Interest Requirements on any outstanding Bonds or other outstanding Additional Parity Indebtedness to be refunded or refinanced by such Additional Parity Indebtedness. (b)The Loan Agreement shall be in effect and no Event of Default shall exist thereunder. (c)The exclusion from gross income, for federal income tax purposes, of interest on any outstanding Bonds or other Additional Parity Indebtedness shall not be impaired by the Additional Parity Indebtedness and the Trustee shall have been furnished with an opinion of Bond Counsel to such effect. (d)The documents or instruments creating the Additional Parity Indebtedness shall contain the following provisions: (1)across default provision with respect to the Loan Agreement and the Mortgage; (2)provisions (which may be contained in a separate agreement to which the Trustee is a party) to the effect that, prior to exercising any remedies upon a default or event of default by Borrower under any instrument or document relating to the Additional Parity Indebtedness, the holders of the Additional Parity Indebtedness (or a trustee representing their interests) shall cooperate with the Trustee to the end that the interests of those holders and the Holders of the Outstanding Bonds shall be protected equally and ratably; (3)any additional provisions which are deemed by Bond Counsel to be necessary or advisable to provide for cooperation between the holders of the Additional Parity Indebtedness (or their trustee) and the Holders of the Outstanding Bonds or the Trustee in view of the pari passu nature of the Bonds and the Additional Parity Indebtedness with respect to any payment from the proceeds of the foreclosure of the property mortgaged pursuant to the Mortgage; and (4)a provision that all Additional Parity Indebtedness and all indebtedness, liabilities and obligations of Borrower under the Loan Agreement and the Indenture shall be payable and secured equally and ratably by all security provided for any or all of them, except that Additional Parity Indebtedness shall not be protected or secured by funds and accounts created under the Indenture or any amounts contained therein, or by the Loan Agreement or the Limited Guaranty. (e)In connection with the issuance of the Additional Parity Indebtedness, there shall be delivered to the Trustee an Opinion of Independent Counsel to the Borrower, to the effect that each of the instruments and documents described in this Section complies with the requirements of this Section and is a legal, valid, binding and enforceable obligation of the Borrower, with