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<br />The funds and investments in the Reserve Fund are irrevocably pledged to and shall be used by the Trustee, from time
<br />to time, as may be required, for the payment of principal of, premium (if any) on and interest on the Series 2021D
<br />Bonds as and when such principal and interest shall become due and payable and, subject only to the provisions of the
<br />Indenture, for that purpose only.
<br />Debt Service Coverage Ratio
<br />[Describe 1.20x coverage in Loan Agreement.]
<br />Guaranty Agreement
<br />The Series 2021D Bonds will be secured by the Guaranty executed by the Guarantor. The Guaranty is
<br />available to pay debt service on the Series 2021D Bonds, and also secures the performance of all of the other
<br />obligations of the Corporation under the Loan Agreement. Under the Guaranty, the Guarantor is required to take all
<br />actions necessary to obtain distributions of legally and contractually available funds from its affiliates in order to fulfill
<br />its obligations under the Guaranty. Notwithstanding compliance by the Corporation with all financial covenants in
<br />and obligation under the Senior Notes, the Guarantor will have the right to make payments on the Series 2021D Bonds
<br />under the Guaranty in the event the Corporation fails to do so.
<br />Assignment of Construction Documents
<br />As a condition precedent to the advance of proceeds of the Senior Notes and the Series 2021D Bonds, the
<br />Corporation is required to enter into an Assignment of Construction Documents and an Assignment of Architect’s
<br />Agreement and Plans and Specifications (collectively, the “Construction Assignments”) for the benefit of the Senior
<br />Lender and the Trustee, whereby, respectively, the Corporation will assign and pledge to the Senior Lender and the
<br />Trustee all of its rights, title and interests in, to and under a [Standard Form of Agreement and Between Owner and
<br />Contractor where the basis of payment is the Cost of the Work Plus a fee with a Guaranteed Maximum Price, dated
<br />_________, 202_], entered into between the Corporation and CBS Construction Services, Inc., together with any and
<br />all existing and future amendments, modifications, supplements, general conditions and addenda thereto, and a
<br />[Standard Form of Agreement between Owner and Architect dated ____________, 2021] entered into between the
<br />Corporation and Pope Architects, Inc., together with any and all existing and future amendments, modifications,
<br />supplements, general conditions and addenda thereto, each in connection with the construction of the Project and
<br />related improvements.
<br />Subordination and Intercreditor Agreement
<br />Pursuant to the Subordination and Intercreditor Agreement among the Trustee, the Issuer, the Corporation,
<br />the Guarantor and the Senior Lender, the Trustee and the Corporation have subordinated all of the Corporation’s now
<br />existing or hereafter arising indebtedness and liabilities to Trustee, whether direct or indirect, absolute or contingent,
<br />joint or several, whether as maker, endorser, guarantor, surety or otherwise, under the Loan Agreement, the Indenture,
<br />the Series 2021D Bonds, the Subordinate Mortgage, and the Contract Assignments as well as all notes or instruments
<br />evidencing the same (collectively, the “Trustee’s Claim”), to all of Corporation’s now existing or hereafter arising
<br />indebtedness and liabilities to the Senior Lender, whether direct or indirect, absolute or contingent, joint or several,
<br />whether as maker, endorser, guarantor, surety or otherwise, under the Senior Loan Agreements, the Senior Notes, the
<br />senior mortgages on the Project made by the Corporation to the Senior Lender, the Security Agreement from the
<br />Corporation to the Senior Lender, the Contract Assignments, as well as the notes or instruments evidencing the same
<br />(collectively, the “Senior Lender’s Claim”).
<br />The Trustee and the Corporation agree that the Senior Lender’s Claim shall be paid in full before any payment
<br />may be made on the Trustee’s Claim, except that the scheduled Loan Repayments may be paid by Corporation to
<br />Trustee and received by Trustee from Corporation as long as, but only in the event that, no default then exists in Senior
<br />Lender’s Claim and no such default will have occurred or will occur as a result of making such Loan Repayments.
<br />To assure performance of Corporation’s obligations under the Subordination and Intercreditor Agreement,
<br />the Trustee will assign and grant to the Senior Lender a security interest in the Trustee’s Claim and all payments as
<br />may become due thereunder. Except as permitted in the Subordination and Intercreditor Agreement, until the Senior
<br />Lender’s Claim has been paid in full and the Senior Lender has no further obligation to make advances to the
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