05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 39 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 Days Cash on Hand, 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 [60] 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 [60] Days Cash on Hand requirement 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 the Borrower may not have had [60] Days Cash on Hand, as required; 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 cash on hand 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 may not have had [60] Days Cash on Hand, as required pursuant hereto. Section 6.13 Repair and Replacement Reserve Fund. Pursuant to Section 5.04 of the Indenture, the Trustee is directed to establish and maintain a Repair and Replacement Reserve Fund (the "R&R Reserve"). The Borrower shall make deposits to the R&R Reserve and may make withdrawals therefrom in accordance with the provisions of this Section: (a)On [November 25, 2023], and the 25th day of each month thereafter throughout the term hereof, the Borrower shall make deposits to the credit of the R&R Reserve in an amount equal to $3,879.17, provided, however, that in no event shall the amount on deposit in the R&R Reserve at any time be required to be in excess of the R&R Reserve Requirement. (b)Amounts on deposit from time to time in the R&R Reserve may be withdrawn by the Borrower for paying costs of repairs, maintenance and capital improvements necessary or desirable to be made, in the reasonable discretion of the Borrower, upon delivery to the Trustee by the Authorized Borrower Representative of a Certificate to such effect.