04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 12 ARTICLE III ISSUANCE OF THE SERIES 2021D BONDS Section 3.01 Project. The Corporation shall promptly undertake to construct the Project promptly upon the issuance of the Bonds. The Corporation may make changes in the Project Buildings or items of Project Equipment at any time; provided that no changes will be made which would delete from the Project Facilities any essential characteristics of the Project Facilities as specified in Section 1.03 nor which materially and adversely affect the total operating unity and efficiency or capacity of the Project Facilities and that, after such changes, the Project Facilities shall remain in compliance with all applicable requirements of law, including the applicable provisions of the Act and of Section 145 of the Internal Revenue Code. The Project Facilities, to the best knowledge of the Corporation, are in compliance with all applicable zoning, planning and building regulations of governmental authorities having jurisdiction of the Project Facilities. Section 3.02 Agreement to Issue Series 2021D Bonds; Application of Series 2021D Bond Proceeds. In order to provide funds to loan to the Corporation to finance the Project, the Issuer has, or will have, upon or promptly after the execution of this Loan Agreement, issued and delivered the Series 2021D Bonds to the Original Purchaser thereof and the Issuer has or will have deposited the proceeds of said Series 2021D Bonds as follows: (i) in the Bond Fund all accrued interest (if any) received and capitalized interest in the amount of $ ; (ii) in the Reserve Fund an amount equal to the Reserve Requirement; and (iii) in the Project Fund the balance of the proceeds received from said sale. Section 3.03 Disbursements from the Project Fund. The Issuer has, in the Indenture, authorized and directed the Trustee to use the moneys in the Project Fund to provide for financing the Project, as further provided therein. Section 3.04 Obligation of the Corporation to Cooperate in Furnishing Documents to the Trustee. The Corporation agrees to cooperate in furnishing to the Trustee (i) any documents or directions required by the Trustee to effect payments out of the Project Fund, and (ii) the documents referred to in the Indenture required for the authentication and delivery of the Series 2021D Bonds. Such obligations are subject to any provision of this Loan Agreement or the Indenture requiring additional documentation. Section 3.05 Corporation Required to Provide for Payment in Full of the Project. The Issuer does not make any warranty, either express or implied, that the moneys which will be deposited into the Project Fund, and which under the related provisions of this Loan Agreement and the Indenture will be available for payment of the Project, will be sufficient to pay such costs. The Corporation agrees that it shall pay or cause to be paid all costs of such Project and that to the full extent such costs exceed the available proceeds of the Series 2021D Bonds it shall not be entitled to any reimbursement therefor from the Issuer, the Trustee, or the Holders of any of the Series 2021D Bonds, nor shall it be entitled to any diminution in or postponement of payments to be made under Sections 4.02 or 4.04 hereof. Specifically, the Corporation covenants that it will pay or cause to be paid from funds other than proceeds of the Series 2021D Bonds the amount of all issuance costs of the Series 2021D Bonds (including underwriting discount) in excess of an amount equal to 2.00% of the proceeds of the Series 2021D Bonds.