05-13-2020 Council Packet - Laserfiche WebLink

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12316306v3 -17- (b)Executed counterparts of the Loan Agreement, this Indenture, the Mortgage, the Limited Guaranty, the Disbursing Agreement and UCC-1 financing statements executed by the Borrower, as Debtor, and describing as collateral the tangible personal property described in the granting clauses of the Mortgage, and by the Issuer, as Debtor, and describing as collateral all rights of the Issuer under the Loan Agreement to be assigned hereunder to the Trustee (excluding certain rights to indemnity and repayment of expenses, advances and legal fees). (c)The opinion of Taft Stettinius & Hollister LLP, Minneapolis, Minnesota, as Bond Counsel, concerning the validity and legality of the Series 2020 Bonds and exclusion of interest on the Series 2020 Bonds from gross income, for purposes of federal income taxation. (d)A Certificate of the Authorized Borrower Representative to the effect that the Borrower has deposited in the Project Fund or has on hand such amounts of moneys as are then needed to pay all Project Costs, in excess of the proceeds of the Series 2020 Bonds to be deposited in the Project Fund pursuant to Section 4.01 hereof. (e)An order for authentication and registration of the Series 2020 Bonds, signed by the Mayor and City Administrator or other officer of the Issuer, specifying the aggregate principal amount of the Series 2020 Bonds to be issued, and directing the Trustee to deliver the Series 2020 Bonds described therein to or upon the order of the purchaser upon payment of the purchase price set forth therein. (f)An endorsement of the Issuer pursuant to Section 148 of the Internal Revenue Code as to absence of arbitrage expectation, which may be based on a certificate or certifications of the Borrower. (g)Such further certifications, documents and Opinions of Counsel as the Issuer or Bond Counsel may require. Section 2.09 Authorization of Additional Bonds. In addition to the Series 2020 Bonds, the Issuer may in its sole and absolute discretion, upon request of the Borrower, issue, and the Trustee shall authenticate and deliver, Additional Bonds to provide financing for improvements or additions to the Project Facilities or, subject to applicable law, to refund any Bonds then outstanding and, in case of an advance refunding, the interest thereon to maturity or a specified redemption date and to fund Additional Parity Indebtedness as permitted in Section 6.11 of the Loan Agreement. Any such Additional Bonds shall be authorized by resolution of the Issuer and described in a supplemental indenture executed by the Issuer and the Trustee and, when so issued, authorized and described, shall be secured by this Indenture and the Trust Estate on a parity with the Bonds then outstanding under this Indenture; provided, that no such Additional Bonds shall be issued under the Indenture or secured by the Trust Estate on a parity with the outstanding Bonds unless the conditions set forth in Section 6.11 of the Loan Agreement are satisfied. The Trustee shall not authenticate any such Additional Bonds until there is also delivered to the Trustee a Certified Resolution of the Issuer authorizing the Additional Bonds, executed counterparts of amendments to the Loan Agreement providing for the additional payments and related provisions to provide for the payment of the Additional Bonds, and such amendments and