Common use of Bond Financing Clause in Contracts

Bond Financing. The Developer proposes that the Bond Financing would be based on the following: (i) The Bond Financing shall be in an amount sufficient to pay for all third party costs incurred by the Developer, MCOE and County under this Agreement and the Assignment, Development and Management Agreement that are not funded by third party grants, the Project Fee and the OR Fee (each defined below) (collectively, the “Project Costs”). (ii) The amounts to be reimbursed to the MCOE, County, JPA and the Developer would be paid from Bond Financing proceeds; (iii) The Bond Financing will not allow recourse to MCOE, County or JPA funds; (iv) The JPA shall pledge the Ground Lease and Work Product as collateral for the Bond Financing; and (v) The Bond Financing will include “A” series and “B” series bonds to pay the Project Costs and, to the extent the “A” series and “B” series bond proceeds are insufficient to pay the Project Costs in full, the County and MCOE will use commercially reasonable efforts to work with the JPA to issue and the Developer shall accept “C” series bonds to Developer or its designee in an amount sufficient to pay any shortfall in the payment of the Developer Costs, the Project Fee and the OR Fee in full. The Developer, at its initial cost, would prepare and provide all Project information necessary for the issuance of the Bond Financing. The Parties intend for the JPA to retain Orrick to prepare the documents related to the issuance of the Bond Financing for the parties’ review. The preparation of the initial drafts shall be done in consultation with the parties and their respective staff. Developer, at its initial expense, would pay the Orrick invoices associated with the preparation of the initial drafts of the Bond Financing Documents. It is the intent of the Parties that the JPA, at its initial expense, shall (A) review and finalize the draft Bond Financing Documents; (B) schedule (including the filing of the required notices) and conduct all hearings necessary for the consideration, approval and issuance of the Bond Financing; and (C) retain, direct and coordinate such professional consultants necessary for the performance of the foregoing. The Parties further intend that the JPA would provide the Developer with any proposed substantive changes to the draft Bond Financing Documents for review and comment.

Bond Financing. The Developer proposes that In order to provide funding for the Bond Financing would be based on Stakeholder Reimbursements, the followingParties agree as follows: (i) The Bond Financing Sports Authority will issue, sell and deliver the Series 2014 NRG Bonds in accordance with the NRG Finance Plan set forth in Appendix C. The pricing and terms of the Series 2014 NRG Bonds shall be established by the Sports Authority, subject to paragraph (ii) below, the provisions set forth in Article 3 hereof regarding the Miscellaneous Revenue Flow of Funds, and the approvals of the Club and the Rodeo (which approvals shall not be unreasonably withheld, conditioned or delayed). The Club and the Rodeo shall be deemed to have approved the pricing and terms of the Series 2014 NRG Bonds (and at closing will deliver certificates confirming such approvals) if the transaction results in annual debt service payments for the Series 2014 NRG Bonds in an amount not to exceed $6,225,000 and sufficient bond proceeds that, together with other legally available funds, provide for the payment of the Stakeholder Reimbursements in accordance with the NRG Finance Plan set forth in Appendix C. The original Series 2014 NRG Bonds shall be issued in one offering, provided, however, the Sports Authority may determine to pay for all third party costs incurred by issue the Developer, MCOE and County under this Agreement original Series 2014 NRG Bonds in a series of offerings over time with the prior written approval of the Club and the AssignmentRodeo (which approvals shall not be unreasonably withheld, Development and Management Agreement that are not funded by third party grants, the Project Fee and the OR Fee (each defined below) (collectively, the “Project Costs”conditioned or delayed). (ii) The amounts Club, the Rodeo, and HCSCC shall each use Reasonable Efforts to cooperate with the Sports Authority, its financial advisors, bond counsel, and the underwriters of the Series 2014 NRG Bonds in connection with the marketing and selling thereof and the closing transactions relating thereto, including as follows: (A) customary participation in the preparation of any offering document for any such bonds, to the extent reasonably required; (B) unless any such certificates or other documents would impose materially new or different obligations or contingent liabilities on any such Party other than those set forth in the other Principal Project Documents, executing and delivering reasonable and customary certificates and other documents at closing, which shall not be unreasonably withheld, conditioned or delayed; provided, however, the Parties agree that no additional guaranty, collateral or revenues of the Parties, other than as specifically required herein or in the other Principal Project Documents, shall be required to be reimbursed given or pledged as part of the NRG Finance Plan and/or operation and maintenance of the Stadium Project. The Sports Authority’s obligation to issue the MCOE, County, JPA and Series 2014 NRG Bonds shall be contingent on the Developer would be paid from Bond Financing proceeds;Parties’ providing Reasonable Efforts as provided in this section. (iii) The Bond Financing Sports Authority’s obligation to issue Series 2014 NRG Bonds shall also be contingent on satisfying at closing the conditions precedent in Section 7.9 of this Funding Agreement and the Sports Authority obtaining the requisite approvals of the City, the County and the Attorney General for the issuance of the bonds, all of which the Parties will not allow recourse use their Reasonable Efforts to MCOE, County or JPA funds;obtain so that the other requirements of this Section 2.1(d) may be timely satisfied. (iv) The JPA shall pledge Parties further agree to use Reasonable Efforts to cooperate with the Ground Lease Rating Agencies (including without limitation participation in Rating Agency presentations) and Work Product to provide such disclosure in the form of records, documentation and assistance as collateral may be reasonably required to enable the Rating Agencies to analyze the creditworthiness of and issue credit ratings for the Bond Financing; and (vSeries 2014 NRG Bonds, subject to execution of a non-disclosure agreement(s) The Bond Financing will include “A” series in form and “B” series bonds to pay the Project Costs and, substance reasonably agreeable to the extent the “A” series and “B” series bond proceeds are insufficient to pay the Project Costs in full, the County and MCOE will use commercially reasonable efforts to work with the JPA to issue and the Developer shall accept “C” series bonds to Developer or its designee in an amount sufficient to pay any shortfall in the payment of the Developer Costs, the Project Fee and the OR Fee in full. The Developer, at its initial cost, would prepare and provide all Project information necessary for the issuance of the Bond Financing. The Parties intend for the JPA to retain Orrick to prepare the documents related to the issuance of the Bond Financing for the parties’ review. The preparation of the initial drafts shall be done in consultation with the parties and their respective staff. Developer, at its initial expense, would pay the Orrick invoices associated with the preparation of the initial drafts of the Bond Financing Documents. It is the intent of the Parties that the JPA, at its initial expense, shall (A) review and finalize the draft Bond Financing Documents; (B) schedule (including the filing of the required notices) and conduct all hearings necessary for the consideration, approval and issuance of the Bond Financing; and (C) retain, direct and coordinate such professional consultants necessary for the performance of the foregoingParty. The Parties further intend that agree to use Reasonable Efforts to cooperate with investor questions and information requests, including providing such disclosure in the JPA would form of records, documentation and assistance as may be reasonably required, including agreeing to provide annual audited financial statements to investors on a regular and timely basis subject to execution of a non-disclosure agreement(s) in form and substance as shown in the Developer with any proposed substantive changes to the draft Bond Financing Documents for review and commentNRG Indentures.