04-14-2021 Council Packet - Laserfiche WebLink

Home Browse Search

13068670v2 15 rights to indemnity and repayment of expenses, advances and legal fees). The Trustee has no duty or obligation to review the UCC-1 financing statements required under this subsection and shall be protected in relying on the delivery by Bond Counsel of its opinion required under subsection (c) of this Section as evidence that such items, as delivered, meet the requirements set forth herein. (c) The manually signed approving opinion of Taft Stettinius & Hollister LLP, Minneapolis, Minnesota, as Bond Counsel, concerning the validity and legality of the Series 2021D Bonds and exclusion of interest thereon from gross income, for purposes of federal income taxation. (d) An order for authentication and registration of the Series 2021D Bonds, signed by the Mayor and City Administrator, specifying the aggregate principal amount of the Series 2021D Bonds to be issued, and directing the Trustee to deliver the Series 2021D Bonds described therein to or upon the order of the purchaser upon payment of the purchase price set forth therein. (e) A policy of title insurance or commitment therefor to the effect that the Corporation has good and marketable fee simple title to the Land and the Mortgage constitutes a valid mortgage lien against the Land, subject to Permitted Encumbrances. (f) A Certificate of the Issuer pursuant to Section 148 of the Internal Revenue Code as to absence of arbitrage expectation, which may be an endorsement to a certificate or certifications of the Corporation. (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 2021D Bonds, the Issuer may in its discretion, upon request of the Corporation, issue, and the Trustee shall authenticate and deliver, Additional Bonds to provide financing for improvements or additions to the Project Facilities [there is no corresponding additional debt provision in the Loan Agreement] or, subject to applicable law, to refund any Bonds then outstanding and, in case of an advance refunding, if permitted, the interest thereon to maturity or a specified redemption date. 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 following conditions are met: (a) The Loan Agreement shall be in effect and no event of default, as such term is defined in the Loan Agreement, shall exist thereunder which has not been or is not to be cured. (b) The exemption of the interest on any Bonds then outstanding from federal income taxation shall not be impaired by the issuance of the Additional Bonds and the Trustee shall have been furnished an opinion of Bond Counsel to such effect.