|
<br />21
<br />the payment of Installment Payments and payments on any Parity Obligations, (ii) the
<br />prepayment or discharge of Installment Payments and payments on any Parity Obligations as
<br />provided in Article VI and similar provisions of Parity Instruments and (iii) the payment of capital
<br />costs of improvements to the Enterprise.
<br />
<br />(b) If the City has determined that it does not need to use the Net Proceeds to make
<br />additions, betterments, extensions or improvements to the Enterprise in order for the City to
<br />comply with Section 5.07, the City shall use such Net Proceeds for any lawful purpose of the
<br />Enterprise, including (i) the payment of Installment Payments and payments on any Parity
<br />Obligations, (ii) the prepayment or discharge of Installment Payments and payments on any
<br />Parity Obligations as provided in Article VI and similar provisions of Parity Instruments and (iii)
<br />the payment of capital costs of improvements to the Enterprise.
<br />
<br />(c) Notwithstanding the foregoing, to the extent the Net Proceeds relate to
<br />improvements financed by the Bonds, until such time as the Bonds have been redeemed or
<br />paid at maturity, (i) any use of such related Net Proceeds shall comply with Section 5.05, (ii)
<br />such related Net Proceeds may not pay debt service on or prepay, discharge or redeem any
<br />Parity Obligations, (iii) if such related Net Proceeds will be used to pay debt service on or
<br />prepay, discharge or redeem the Installment Payments and the Bonds, they cannot be invested
<br />at a yield that is greater than the arbitrage yield of the Bonds and (iv) if the Bonds are refunded
<br />by tax-exempt refunding bonds (“Refunding Bonds”), such related Net Proceeds in the
<br />Insurance and Condemnation Fund shall be transferred to an insurance and condemnation fund
<br />established for the Refunding Bonds and used for purposes not inconsistent with Section 5.05.
<br />
<br />Section 5.17. Further Assurances.
<br />
<br />The City will adopt, deliver, execute and make any and all further assurances,
<br />instruments and resolutions as may be reasonably necessary or proper to carry out the intention
<br />or to facilitate the performance hereof and for the better assuring and confirming unto the
<br />Authority of the rights and benefits provided to it herein.
<br />
<br />Section 5.18. Release and Indemnification Covenants.
<br />
<br />The City shall and hereby agrees to indemnify and save the Trustee and the Authority,
<br />their officers, directors, agents, employees, successors or assigns harmless from and against all
<br />claims, losses and damages, including legal fees and expenses, arising out of (i) the use,
<br />maintenance, condition or management of, or from any work or thing done on, the Project by the
<br />City, (ii) any breach or default on the part of the City in the performance of any of the City’s
<br />obligations under the Installment Purchase Contract or the Indenture, (iii) any act of negligence
<br />of the City or of any of its contractors, servants, employees or licensees with respect to the
<br />Project, (iv) any act of negligence of any assignee or sublessee of the City, or of any agents,
<br />contractors, servants, employees or licensees of the assignee or sublessee of the City with
<br />respect to the Project, or (v) the Acquisition of the Project or authorization of payment, of the
<br />costs of the Acquisition of the Project, to the extent permitted by law. Indemnification for any tort
<br />mentioned in this Section shall exclude those arising from the willful misconduct or negligence
<br />under the Indenture by the Trustee, and the Authority, their officers and employees. The City
<br />further covenants and agrees to indemnify and save the Trustee and the Authority harmless
<br />against any claim, loss, expense, advance, and liabilities which they may incur arising out of or
<br />in the exercise and performance of their powers and duties under the Indenture and the
<br />Installment Purchase Contract, including the costs and expenses (including attorneys fees and
<br />disbursements) of defending against any claim of liability or enforcing any remedies, and which
<br />8.A. - Page 189 of 255
<br />817
|