05-13-2020 Council Packet - Laserfiche WebLink

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D-2 THE LIMITED GUARANTY [REVISE] At the time of or prior to the issuance of the Series 2020 Bonds, the Borrower and the Trustee will enter into a Limited Guaranty Agreement (the “Limited Guaranty”), to secure the Series 2020 Bonds. The following is a summary of certain provisions contained in the Limited Guaranty. The following is not a comprehensive description and is qualified in its entirety by reference to the Limited Guaranty for a complete recital of its terms. Guaranty Obligation Subject to the limitations described below under the caption “Guaranty Limitation” and under the caption “Term,” the Limited Guarantor absolutely and unconditionally guarantees to the Trustee for the benefit of all persons who may become the owners from time to time of the Series 2020 Bonds (i) the full and prompt payment of all principal of and premium, if any, on the Series 2020 Bonds when and as the same shall become due, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of all interest on the Series 2020 Bonds when and as the same shall become due, and (iii) the performance of all other obligations of the Borrower under the Loan Agreement, including, but not limited to, the obligation to provide for the full and prompt payment of all other amounts owing by Borrower under the Loan Agreement, including, but not limited to, all payments due and payable under the Loan Agreement which includes the payment of any rebate payments owing in respect of the Series 2020 Bonds to the United States under Section 148(f) of the Internal Revenue Code of 1986, as amended, any advances or expenses of the Trustee under the Indenture and all advances, fees and expenses owing to the Issuer or the Trustee all as set forth in the Loan Agreement. Guaranty Limitation The Limited Guarantor’s total liability under the Limited Guaranty shall not exceed $4,000,000, except as provided below for expenses of enforcement under the caption “Default” in paragraph (b) thereunder and under the caption “Remedies” in paragraph (b) thereunder. Interpretation of Guaranty Limitation. The provisions of the Limited Guaranty shall be interpreted in all respects so as to impose an aggregate limitation on the total payments required to be made by the Limited Guarantor under the Limited Guaranty of $4,000,000, subject only to the Limited Guarantor’s obligation to pay costs of enforcement, as described below under the caption “Default” in paragraph (b) thereof and under the caption “Remedies” in paragraph (b) thereof. Use of Defined Terms. All terms whose initial letters are capitalized, but are not required to be capitalized by proper rules of grammar, and which are not otherwise defined in the Limited Guaranty, shall have the meanings set forth in the Loan Agreement. Term General. The obligations of the Limited Guarantor under the Limited Guaranty shall arise absolutely and unconditionally upon the execution and delivery of the Loan Agreement by the Borrower and shall, subject to the provisions below under the caption “Termination of Guaranty,” remain in full force and effect until all obligations of the Borrower under the Loan Agreement have been satisfied in full and payment has been made of all principal of, premium, if any, and interest on the Series 2020 Bonds, when due. Termination of Limited Guaranty. Notwithstanding the foregoing, the Limited Guaranty shall terminate and the Limited Guarantor’s obligations under the Limited Guaranty shall be extinguished upon the delivery to the Trustee of the following: (a) a Certificate of the Authorized Borrower Representative to the effect that occupancy of the Facilities refinanced, financed and/or constructed with proceeds of the Series 2020 Bonds, has reached an average rate of not less than 90%, calculated over the most recently ended the fiscal year of the Borrower (the “Measurement Period”), with such occupancy having been determined solely by reference to occupants who have entered into lease or occupancy agreements with the Borrower in good faith; and