AgdaPkt 2015-04-13 Closed and Joint SA and PFA REVISED 04_10_2015

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8.A. - Page 40 (e) No Default of City. The Trustee shall have received a certificate of the City that no Event of Default under the Indenture relating to the City, which includes an Event of Default under the 2015 Installment Purchase Contract, exists (or any event which, once all notice or grace periods have passed, would constitute an Event of Default). (f) Opinion Regarding Supplemental Indenture. The Trustee shall have received an opinion of Bond Counsel substantially to the effect that (i) the Supplemental Indenture and the amendments to the 2015 Installment Purchase Contract comply in all respects with the requirements of the Indenture, (ii) the Supplemental Indenture and said amendments to the 2015 Installment Purchase Contract have been duly authorized, executed and delivered by each of the respective parties thereto (provided that said opinion of Bond Counsel, in rendering the opinions set forth in this clause (ii), shall be entitled to rely upon one or more other opinions of counsel, including counsel to any of the respective parties to said Supplemental Indenture or said amendments to the 2015 Installment Purchase Contract), (iii) assuming that no Event of Default has occurred and is continuing, the Indenture, as amended by the Supplemental Indenture, and the 2015 Installment Purchase Contract, as amended by the respective amendments thereto, constitute the legal, valid and binding obligations of the respective parties thereto, enforceable against said parties in accordance with their respective terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, moratorium, debt adjustment or other laws affecting creditors' rights generally, and except to the extent that enforcement thereof may be limited by general principles of equity, regardless of whether enforcement is sought in a legal or equitable proceeding) and (iv) the execution of the Supplemental Indenture and the amendments to the 2015 Installment Purchase Contract, and performance by the parties thereunder, will not result in the inclusion of the interest on any Bonds in the gross income of the Owners of the Bonds for purposes of federal income taxation. (g) Reserve Requirement. Upon the execution and delivery of such Additional Bonds, the amount on deposit in the Reserve Fund, or in a reserve fund established under such Supplemental Indenture taking into account the execution of the Additional Bonds, shall be at least equal to the Reserve Requirement. Parity Obligations. In addition to the 2013 Installment Purchase Contract and the 2007 Installment Purchase Contract, the City may also issue or incur Parity Obligations payable from Net Revenues on a parity with the 2015 Installment Payments to provide financing for the Enterprise, subject to the following specific conditions: (a)No Default. No Event of Default may occur and be continuing under the 2015 Installment Purchase Contract. (b) Debt Service Coverage. The Net Revenues, calculated in accordance with Generally Accepted Accounting Principles, either (i) as shown by the books of the City for the latest Fiscal Year, as verified by a certificate of a Finance Officer, or (ii) as shown by the books of the City for any more recent twelve (12) month period selected by the City and verified by a certificate or opinion of an Independent Certified Public Accountant employed by the City, plus, in either case, (at the option of the City) the Additional Revenues, shall be at least equal to one hundred twenty percent (120%) of the amount of Maximum Annual Debt Service. (c) Reserve Fund. Except with respect to Governmental Loans, there shall be established from the proceeds of such Parity Obligations a reserve fund for the security of such Parity Obligations, in an amount equal to the lesser of (i) the maximum amount -16-