Common use of METRO OBLIGATIONS Clause in Contracts

METRO OBLIGATIONS. 6.1. Metro will not take any action, or fail to take any action, that would result in the OCC Bonds or PCPA Bonds becoming taxable. Metro will indemnify the Parties for any costs incurred by the Parties from Metro action, or failure to take action, that makes the OCC Bonds or the PCPA Bonds taxable. 6.2. Metro intends to enter into an OCC Hotel Project Development Agreement and to issue OCC Hotel Project Bonds as follows: 6.2.1. In support of the OCC Hotel Project, and after the OCC Hotel Project Development Agreement is signed, Metro intends to issue OCC Hotel Project Bonds, which will be revenue bonds in an amount expected to provide not more than $60,000,000 of net proceeds to fund a portion of the proposed OCC Hotel Project. 6.2.2. If Metro signs an OCC Hotel Project Development Agreement by December 31, 2018, and issues OCC Hotel Project Bonds, the OCC Hotel Project Bonds will be secured in part or in whole by TLT Net Revenues and will be amortized over a period not to exceed 30 years. 6.2.3. Prior to final pricing of the OCC Hotel Project Bonds, Metro shall submit the bond debt service to the Financial Review Team for review and verification as described in Task 4B of Attachment A. 6.2.4. Review and reconciliation of the SSTLTR and OCC Hotel Project Bond payments shall occur as described in Task 5 of Attachment A and as follows: 6.2.4.1. Within the first 180 days of every five Fiscal Years beginning in the sixth Fiscal Year following the opening of the OCC Hotel Project, and continuing for as long as the OCC Hotel Project Bonds are outstanding, the Financial Review Team shall undertake a reconciliation accounting review and analysis of the SSTLTR paid by the OCC Hotel Project. The Trustee may also initiate FRT review of the SSTLTR at any time the Restricted Reserve balance falls to, or is expected to fall to, 25% or less of the minimum required in Section 3.3.12, or when the Restricted Reserve balance has declined for three consecutive Fiscal Years. 6.2.4.2. As a result of such review and reconciliation accounting, and if no funds are available in the Restricted Reserve, the FRT may determine that a Metro reimbursement payment to the VFTA is required. As described in Task 5 of Attachment A, the FRT shall determine the amount of any required reimbursement payment as long as it is no greater than the cumulative accounting debit balance. Metro shall make such reimbursement payment in equal annual installment payments over the ensuing three Fiscal Years, with such payments being made to the VFTA by the end of the second quarter of each Fiscal Year. 6.2.4.3. If a Metro reimbursement payment is required, and to the extent the installment payments have been paid, the cumulative accounting credit balance resulting from a future reconciliation calculation will be used to make a refund payment to Metro from the VFTA consistent with Section 4.2.6.3. Such refund payments will be paid to Metro by the end of the second quarter of the Fiscal Year following the reconciliation. 6.3. So long as OCC Hotel Project Bonds are outstanding, Metro shall, at least twelve

METRO OBLIGATIONS. 6.1. Metro will not take any action, or fail to take any action, that would result in the OCC Bonds or PCPA Bonds becoming taxable. Metro will indemnify the Parties for any costs incurred by the Parties from Metro action, or failure to take action, that makes the OCC Bonds or the PCPA Bonds taxable. 6.2. Metro intends to enter into an OCC Hotel Project Development Agreement and to issue OCC Hotel Project Bonds as follows: 6.2.1. In support of the OCC Hotel Project, and after the OCC Hotel Project Development Agreement is signed, Metro intends to issue OCC Hotel Project Bonds, which will be revenue bonds in an amount expected to provide not more than $60,000,000 of net proceeds to fund a portion of the proposed OCC Hotel Project. 6.2.2. If Metro signs an OCC Hotel Project Development Agreement by December 31, 2018, and issues OCC Hotel Project Bonds, the OCC Hotel Project Bonds will be secured in part or in whole by TLT Net Revenues and will be amortized over a period not to exceed 30 years. 6.2.3. Prior to final pricing of the OCC Hotel Project Bonds, Metro shall submit the bond debt service to the Financial Review Team for review and verification as described in Task 4B of Attachment A. 6.2.4. Review and reconciliation of the SSTLTR and OCC Hotel Project Bond payments shall occur as described in Task 5 of Attachment A and as follows: 6.2.4.1. Within the first 180 days of every five Fiscal Years beginning in the sixth Fiscal Year following the opening of the OCC Hotel Project, and continuing for as long as the OCC Hotel Project Bonds are outstanding, the Financial Review Team shall undertake a reconciliation accounting review and analysis of the SSTLTR paid by the OCC Hotel Project. The Trustee may also initiate FRT review of the SSTLTR at any time the Restricted Reserve balance falls to, or is expected to fall to, 25% or less of the minimum required in Section 3.3.12, or when the Restricted Reserve balance has declined for three consecutive Fiscal Years. 6.2.4.2. As a result of such review and reconciliation accounting, and if no funds are available in the Restricted Reserve, the FRT may determine that a Metro reimbursement payment to the VFTA is required. As described in Task 5 of Attachment A, the FRT shall determine the amount of any required reimbursement payment as long as it is no greater than the cumulative accounting debit balance. Metro shall make such reimbursement payment in equal annual installment payments over the ensuing three Fiscal Years, with such payments being made to the VFTA by the end of the second quarter of each Fiscal Year. 6.2.4.3. If a Metro reimbursement payment is required, and to the extent the installment payments have been paid, the cumulative accounting credit balance resulting from a future reconciliation calculation will be used to make a refund payment to Metro from the VFTA consistent with Section 4.2.6.3. Such refund payments will be paid to Metro by the end of the second quarter of the Fiscal Year following the reconciliation. 6.36.1. Metro has issued the OCC Hotel Project Bonds secured by the TLT Net Revenues. Metro issued the OCC Hotel Bonds conditioned on the TLT Net Revenues, the creation of the VFTA and the County’s dedication of the tax collections from the TLT Net Revenues to the VFTA. 6.2. So long as OCC Hotel Project Bonds are outstanding, Metro shallshallwill, at least twelvetwelve (12) months prior to the call optional redemption date of the OCC Hotel Project Bonds, consider refunding opportunities for refunding the bonds and shallwill consider the advice of the FRTFinancial Review Team, as described in Task 6A 3B of Attachment A, on refunding the OCC Hotel Project Bonds refunding. 6.3. Metro may issue P’5 Renovation Bonds consistent with the limitations described in Sections 5.6.1 and 5.6.2, except that the bonds or other debt obligations may be repaid over a period not to exceed thirty (30) years. If Metro is considering issuing P’5 Renovation Bonds, they will provide updates to the Financial Review Team as described in Sections 5.6.