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"City" means the City of Santa Ana, a charter city and municipal corporation organized <br />and existing under the Constitution, the laws of the State and its Charter. <br />"Code" means the Internal Revenue Code of 1986, and the regulations thereunder, as <br />amended. <br />"Components" means components of the Project specified in a Supplement. <br />"Consultant" means the consultant, consulting firm, engineer, architect, engineering firm, <br />architectural firm, accountant or accounting firm retained by the City to perform acts or carry out <br />the duties provided for such consultant in this Installment Purchase Agreement. Such consultant, <br />consulting firm, engineer, architect, engineering firm or architectural firm shall be nationally <br />recognized within its profession for work of the character required. Accountants or accounting <br />films shall be independent certified public accountants licensed to practice in the State. <br />"Credit Provider" means any municipal bond insurance company, bank or other financial <br />institution or organization which is performing in all material respects its obligations under any <br />Credit Support Instrument for some or all of the Parity Obligations. <br />"Credit Provider Reimbursement Obligations" means obligations of the City to repay, from <br />Net System Revenues, amounts advanced by a Credit Provider as credit or liquidity support for <br />Parity Obligations. <br />"Credit Support Instrument" means a policy of insurance, a letter of credit, a stand-by <br />purchase agreement, revolving credit agreement or other credit arrangement pursuant to which a <br />Credit Provider provides credit or liquidity support with respect to the payment of interest, <br />principal or the purchase price of any Parity Obligations. <br />"Debt Service" means, for any Fiscal Year, the sum of (1) the interest payable during such <br />Fiscal Year on all outstanding Parity Obligations, assuming that all outstanding Serial Parity <br />Obligations are retired as scheduled and that all outstanding Term Parity Obligations are redeemed <br />or paid from sinking fund payments as scheduled (except to the extent that such interest is to be <br />paid from the proceeds of sale of any Parity Obligations), (2) that portion of the principal amount <br />of all outstanding Serial Parity Obligations maturing on the next succeeding principal payment <br />date which falls in such Fiscal Year (excluding Serial Obligations which at the time of issuance <br />are intended to be paid from the sale of a corresponding amount of Parity Obligations), and (3) <br />that portion of the principal amount of all outstanding Term Parity Obligations required to be <br />redeemed or paid on any redemption date which falls in such Fiscal Year (together with the <br />redemption premiums, if any, thereon); provided that, (a) as to any Balloon Indebtedness, Tender <br />Indebtedness and Variable Rate Indebtedness, interest thereon shall be calculated as provided in <br />the definition of Maximum Annual Debt Service and principal shall be deemed due at the nominal <br />maturity dates thereof; (b) the amount on deposit in a debt service reserve fund on any date of <br />calculation of Debt Service shall be deducted from the amount of principal due at the final maturity <br />of the Parity Obligations for which such debt service reserve fund was established and in each <br />preceding year until such amount is exhausted; (c) the amount of any interest payable on any Parity <br />Obligation for which there exists a Qualified Swap Agreement shall be the net amount payable by <br />the City as provided in paragraph (iv) or paragraph (viii), as applicable, of the definition of <br />55394.00068\42092413.3 <br />