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by a pledge of the Security subordinate to Parity Debt, or (iii) partially Parity Debt and partially
<br />Subordinated Debt.
<br />(d) Non - Recourse Debt and Subordinated Debt. Non - Recourse Debt and Subordinated Debt
<br />may be incurred by the City in accordance with State law.
<br />Section 8. WAIVER OF CERTAIN COVENANTS. The City may omit in any particular
<br />instance to comply with any covenant or condition set forth in Sections 6 and 7 hereof if before or
<br />after the time for such compliance the Holders of the same percentage in Outstanding Principal
<br />Amount, the consent of which would be required to amend the applicable provisions to permit such
<br />noncompliance, shall either waive such compliance in the particular instance or generally waive
<br />compliance with such covenant or condition, but no such waiver shall extend to or affect such
<br />covenant or condition except to the extent so expressly waived and, until such waiver shall become
<br />effective, the obligations of the City and the duties of the City in respect of any such covenant or
<br />condition shall remain in full force and effect. For the purpose of this Section, the City may
<br />determine in each Supplement the treatment of who may act as an "owner ", "Holder ", or
<br />"Bondholder" and other matters relating to such Parity Debt, including designating any municipal
<br />bond insurance company providing an insurance policy on the payment of Parity Debt or the
<br />provider under a Credit Agreement as the sole owner of such Parity Debt.
<br />Section 9. INDIVIDUALS NOT LIABLE. All covenants, stipulations, obligations, and
<br />agreements of the City contained in this Master Ordinance and any Supplement shall be deemed to
<br />be covenants, stipulations, obligations, and agreements of the Financing Program, the Electric Utility
<br />System and the City to the full extent authorized or permitted by State law. No covenant,
<br />stipulation, obligation, or agreement herein contained shall be deemed to be a covenant, stipulation,
<br />obligation, or agreement of any member of the City Council or agent or employee of the City in his
<br />or her individual capacity and neither the members of the City Council, nor any officer, employee,
<br />or agent of the City shall be liable personally on Parity Debt when issued, or be subject to any
<br />personal liability or accountability by reason of the issuance thereof.
<br />Section 10. SPECIAL OBLIGATIONS; ABSOLUTE OBLIGATION TO PAY
<br />PARITY DEBT. All Parity Debt and the interest thereon shall constitute special obligations of the
<br />City payable from the Security and the owners of Parity Debt shall never have the right to demand
<br />payment out of funds raised or to be raised by taxation, or from any source other than those specified
<br />in this Master Ordinance or any Supplement. The obligation of the City to pay or cause to be paid
<br />the amounts payable under this Master Ordinance and each Supplement out of the Security shall be
<br />absolute, irrevocable, complete, and unconditional, and the amount, manner, and time of payment
<br />of such amounts shall not be decreased, abated, rebated, setoff, reduced, abrogated, waived,
<br />diminished, or otherwise modified in any manner or to any extent whatsoever, regardless of any
<br />right of setoff, recoupment, or counterclaim that the City might otherwise have against any owner
<br />or any other party and regardless of any contingency, force maj eure, event, or cause whatsoever and
<br />notwithstanding any circumstance or occurrence that may arise or take place before, during, or after
<br />the issuance of Parity Debt while any Parity Debt is outstanding.
<br />SanMARCOS \ElectricUtilSysRevBonds \2013: MasterOrdinance 11
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