Common use of Issuance of Additional Bonds Clause in Contracts

Issuance of Additional Bonds. To the extent the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis to the Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the Purchaser. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 3 contracts

Samples: Trust Indenture, Trust Indenture, Trust Indenture

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Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 20 Bonds ("Additional Bonds"”), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on refunding all or a parity basis portion of one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, and (ii) financing the cost or estimated cost of completing the Project or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on equal in aggregate principal amount to the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserNote being then currently issued. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (ia) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof thereof, pledging and assigning the Additional Note being then currently issued as security therefor and providing for the disposition of the proceeds of the sale thereof. (iib) The supplement or amendment to the Financing Loan Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX Section 7.1 of this Indenturethe Loan Agreement. (iiic) The Additional Note being then concurrently issued, made payable to the order of the Issuer, duly executed by the Borrower and endorsed by the Issuer to the order of the Trustee. (d) A report or a certificate prepared by an independent certified public accountant or an independent financial advisor selected by the Issuer supported by appropriate calculations, stating that the Additional Bonds can be amortized, along with the Series 20 Bonds, from Lease Rental Payments pursuant to the Lease. (e) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Loan Agreement and the issuance of such Additional Bonds. (ivf) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (vg) In An opinion of bond counsel to the case effect that (i) such supplement to this Indenture has been duly executed by the Issuer and constitutes the valid and binding obligation of Additional Bonds, a certificate showing the requirements for such Issuer enforceable against the Issuer in accordance with its terms; and (ii) the Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent duly and validly authorized and issued by the Issuer and constitute the valid and binding limited obligations of the Purchaser Issuer enforceable against the Issuer in accordance with their terms. The opinion of bond counsel may be qualified as to such matters as are acceptable to the Series 2024 BondsIssuer and the Trustee, and include, without limitation, customary exceptions as to bankruptcy, insolvency and other laws affecting creditors’ rights generally and customary exceptions as to principles of equity. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this IndentureIndenture and shall be equally and ratably payable from all Notes issued under the Loan Agreement, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the CompanyBorrower, and the purchaser of such Additional Bonds.

Appears in 2 contracts

Samples: Trust Indenture, Trust Indenture

Issuance of Additional Bonds. To If the Borrower is not in default hereunder, the Authority may by the adoption of an appropriate resolution or resolutions, at the request of the Borrower, authorize the issuance of Additional Bonds upon the terms and conditions provided herein and in Sections 2.12 and 2.13 of the Indenture, but in no event shall the Authority be liable for not issuing such Additional Bonds. Additional Bonds may only be issued to provide funds to pay any one or more of the following: (i) the costs of completing the Project; (ii) the costs of making at any time or from time to time such substitutions, additions, modifications and improvements to the Project or any portion thereof, or financing other facilities within the State which qualify as a "project" under the Act, all as authorized by the Act, as the Borrower may deem necessary or desirable; (iii) the costs of refunding, to the extent permitted, any Bonds then Outstanding; and (iv) the Issuer issues additional bonds ("costs of the issuance and sale of the Additional Bonds") that rank on a parity basis , interest expenses during the construction period and other costs reasonably related to the Bonds and are subject to a pledge of TIF Revenues, financing as shall be agreed upon by the pledge of TIF Revenues Borrower and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserAuthority. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof thereof, the purchase price to be paid therefor and providing the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Borrower; the Authority shall have entered into an amendment to this Agreement to provide that, for all purposes of this Agreement, the disposition Project shall include any facilities and/or equipment being financed by the Additional Bonds, which facilities and/or equipment shall be described in amendments to Exhibit A hereto, and to provide for an increase in the amount payable under Section 4.2 hereof as shall be necessary to pay the principal of, premium, if any, and interest on the Additional Bonds as provided in the supplemental indenture required by Sections 2.12 and 2.13 of the proceeds Indenture, and to extend the term of this Agreement if the maturity of any of the sale thereof. (ii) The supplement or amendment to Additional Bonds would otherwise occur after the Financing Agreement expiration of the term of this Agreement; and the other instruments, documents, certificates, Authority shall have otherwise complied with the provisions of Sections 2.12 and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records 2.13 of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement Indenture with respect to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 2 contracts

Samples: Loan Agreement (Kaiser Ventures Inc), Loan Agreement (Waste Connections Inc/De)

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2019 Bonds ("Additional Bonds"), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on a parity basis refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment of the Bonds and any such additional parity bonds shall be applied on thereof) in a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaserwhich will, no additional bonds ranking on a parity together with the Series 2024 income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds as at or before their respective maturity dates, and (iii) financing the cost or estimated cost of completing the Project or of acquiring and/or constructing additional improvements to the pledge Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of TIF Revenues may be issued without such Additional Bonds, to establish reserves with respect thereto and to pay interest during the prior written consent estimated construction period of completing the Purchaseradditional improvements, if any. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof thereof, and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Clerk of the Issuer, of the Bond Ordinance bond ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional BondsBonds payable from TIF Revenues, a certificate showing the requirements for such Additional Bonds additional obligations contained in the resolution or ordinance pledging the TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Financing and Covenant Agreement

Issuance of Additional Bonds. To the extent the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis to the Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without under the prior written consent Indenture to refund outstanding Bonds or finance completion of the Purchaser. Prior to the delivery by the Issuer of any Project, provided such Additional Bonds there shall be filed with meet the Trustee:requirements of Section 13.1 hereof and this Section 12. (i) A supplement to this Indenture executed by 1. After the delivery of the Bonds, the Issuer and the Company may, from time to time, upon the conditions stated in this Section 12.1, and after the Company provides the Trustee authorizing with the opinion of nationally recognized bond counsel to the effect that the issuance of such Additional Bonds will not affect the tax-exempt status of the Bonds, specifying agree upon and approve the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution issuance and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this IndentureIndenture and equally and ratably payable from the Rental Payments pledged and appropriated hereunder with this series of Bonds, but such Additional Bonds may bear bearing such date or dates, such dates and interest rate or rates, rates and with having such maturities, maturity or maturities and such redemption dates and premiums as may be agreed upon upon. Every series of such Additional Bonds shall be authorized by an amendment to the Agreement and a supplement to this Indenture, establishing the terms thereof and providing for additional Rental Payments for the Project sufficient to pay the interest due on the Additional Bonds and on all Bonds then outstanding hereunder, and to redeem all such Bonds at maturity or, when required by the Issuer, at the direction provisions of the Companythis Indenture and such supplemental indenture, and adding to the purchaser Project under the Agreement all property acquired from the proceeds of such Additional Bonds. Each series of such Additional Bonds shall be executed as provided by Section 11.1, upon filing with the Trustee original executed counterparts of the supplemental indenture and the amendment to the Agreement, together with such additional certificates, opinions, and other documents as deemed necessary by the Trustee and bond counsel. INDENTURE OF TRUST - Page 43.

Appears in 1 contract

Samples: Indenture of Trust (Enron Corp/Or/)

Issuance of Additional Bonds. To the extent the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis Subsequent to the issuance of the Series 2010 Bonds, the Authority may by Supplemental Trust Agreement establish one or more additional Series of Bonds, payable from Pledged Revenues and secured by the pledge made under this Trust Agreement equally and ratably with the Series 2010 Bonds, and the Authority may issue, and the Trustee may authenticate and deliver to the purchasers thereof, Bonds of any Series so established, in such principal amount as shall be determined by the Authority, but only, with respect to each additional Series of Bonds issued subsequent to the Series 2010 Bonds issued under the First Supplemental Trust Agreement, upon compliance by the Authority with the provisions of this Section 3.02, Section 3.03 and are any additional requirements set forth in said Supplemental Trust Agreement and subject to the specific conditions set forth below, each of which is hereby made a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments condition precedent to the payment issuance of the Bonds and any such additional parity bonds Series of Bonds. (A) No Event of Default shall have occurred and then be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as continuing. (B) Subject to the pledge provisions of TIF Revenues may be issued without Section 5.05, in the prior written consent of the Purchaser. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing event a Supplemental Trust Agreement providing for the issuance of such Additional BondsSeries shall require either (i) the establishment of a Reserve Fund to provide additional security for such Series of Bonds or (ii) that the balance on deposit in an existing Reserve Fund be increased, specifying forthwith upon the terms thereof and providing for the disposition receipt of the proceeds of the sale thereof. (ii) The supplement or amendment of such Series, to an amount at least equal to the Financing Agreement Reserve Requirement with respect to such Series of Bonds and the all other instruments, documents, certificates, and opinions referred Bonds secured by such Reserve Fund to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and be considered Outstanding upon the issuance of such Additional additional Series of Bonds, the Supplemental Trust Agreement providing for the issuance of such additional Series of Bonds shall require deposit of the amount necessary. Said deposit shall be made as provided in the Supplemental Trust Agreement providing for the issuance of such additional Series of Bonds and may be made from the proceeds of the sale of such Series of Bonds or from other funds of the Authority or from both such sources or may be made in the form of a Reserve Facility. (ivC) A written request The aggregate principal amount of Bonds issued hereunder shall not exceed any limitation imposed by the Ordinance or any other law or by any Supplemental Trust Agreement. The Authority shall file with the Trustee a Certificate of the Issuer to Authority certifying that the Trustee to authenticate issuance of such additional Series of Bonds and deliver such Additional Bondsthe expected use of proceeds thereof is in compliance with the provisions of Section 6.10 hereof. (vD) In The Authority shall file with the case of Additional Bonds, Trustee a certificate prepared by a Consultant showing that the requirements for amount of Pledged Revenues (excluding Swap Revenues) collected during any 12 consecutive calendar months specified by the Authority within the most recent 18 calendar months immediately preceding the date on which such Additional additional Series of Bonds contained in the resolution pledging TIF Revenues will become Outstanding shall have been metat least equal to 2.5 times Maximum Annual Debt Service on all Series of Bonds and Parity Obligations then Outstanding and the additional Series of Bonds then proposed to be issued, which certificate shall also set forth the computations upon which such certificate is based. (viE) Written consent Principal payments of each additional Series of Bonds shall be due on June 1 or December 1 in each year in which principal is to be paid if and to the extent deemed practical in the reasonable judgment of the Purchaser Authority with regard to the type of Bond to be issued, and, if the interest on such Series 2024 Bonds. Any Additional of Bonds issued in accordance with the terms of this Section 2.8. shall is to be secured by this Indenture, but such Additional Bonds may bear such date or datespaid semiannually, such interest rate or rates, payments shall be due on June 1 and with such maturities, redemption dates and premiums as may be agreed upon by December 1 in each year to the Issuer, at extent deemed practical in the direction reasonable judgment of the CompanyAuthority with regard to the type of Bond to be issued. Nothing in this Section or in this Trust Agreement contained shall prevent or be construed to prevent the Supplemental Trust Agreement providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, and in addition to the purchaser security given or intended to be given by this Trust Agreement, additional security for the benefit of such Additional Bondsadditional Series of Bonds or any portion thereof. In the event additional assets or revenues are included within the definition of “Pledged Revenues” by a Supplemental Trust Agreement, such additional assets or revenues shall be included in the calculations to be provided in subsection (D) above as if the Authority had received such additional assets or revenues as “Pledged Revenues” during all relevant periods of calculation.

Appears in 1 contract

Samples: Trust Agreement

Issuance of Additional Bonds. To Additional Bonds (in addition to the extent Series 1995A Bonds) may be issued by the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis to the Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 1995A Bonds as for any one or more of the following purposes: (a) to refund any series of Outstanding Bonds or portion thereof in a manner consistent with the provisions of Article VI hereof; (b) to obtain funds to loan to the pledge Company to complete the Facility; (c) to obtain funds for any other purpose permitted under the Act; and (d) for any combination of TIF Revenues the foregoing purposes. The principal amount of such Additional Bonds may include an amount sufficient to pay the costs and expenses of issuance as well as such capitalized amounts as are permitted by the Act. Such Additional Bonds shall be issued without on a parity with the prior written consent Series 1995A Bonds (subject, however, to the terms of Article VI hereof) notwithstanding the Purchaserfact that no additional security (except the security provided by any supplements or amendments to the Loan Agreement) is made subject to the lien of this Indenture. The foregoing notwithstanding, the Trustee is authorized to accept additional security upon the issuance of any series of Additional Bonds with respect to such series of Additional Bonds, including but not limited to debt service reserve or similar funds, letters or lines of credit, guaranties, bond insurance policies or other forms of credit enhancement. Prior to the initial delivery by the Issuer of any such Additional Bonds Bonds, there shall be filed with the Trustee, among other items, all of the following: (a) a written statement by the Company approving (i) A supplement the issuance and delivery of such Additional Bonds and (ii) any other matters to be approved by the Company pursuant to the Loan Agreement and this Section 208; (b) a copy, duly certified by the County Clerk of the Issuer, of a resolution adopted and approved by the Governing Body authorizing the execution and delivery of such supplements or amendments to this Indenture executed by and to the Issuer Loan Agreement as may be necessary and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof.; (iic) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A a copy, duly certified by a Vice President, the Director of Finance and Records Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the IssuerCompany, of the Bond Ordinance theretofore resolutions adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture a supplement or amendment to the Loan Agreement and such other documents as may be required, and approving a supplement or amendment to the Financing Agreement this Indenture and the issuance and sale of such Additional Bonds.; (ivd) A written request the original executed counterparts of the Issuer supplements or amendments to this Indenture and the Loan Agreement providing, among other things, for payments to be made thereunder in amounts sufficient to cover payments of principal, premium and interest to be made on the Additional Bonds to be issued; (e) a request and authorization to the Trustee Trustee, signed by the Chairman of the Governing Body, to authenticate and deliver such Additional Bonds. Bonds (vspecifically stating the principal amount to be issued and delivered to the purchasers therein identified) In upon payment to the case Trustee, but for the account of Additional Bondsthe Issuer, of a certificate showing sum specified in such request and authorization plus accrued interest, if any, thereon to the requirements for date of delivery. The Trustee shall deposit the proceeds of such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met.funds and accounts hereunder as specified in the supplemental indenture relating to such Additional Bonds; (vif) Written consent any required supplement or amendment to the Guaranty or an additional guaranty and related opinions and certificates; and (g) such other closing documents and opinions of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums counsel as may be agreed upon by the Issuer, at the direction of the Company, Trustee and the purchaser of such Additional BondsBond Counsel may reasonably specify.

Appears in 1 contract

Samples: Indenture of Trust (Laidlaw Environmental Services Inc)

Issuance of Additional Bonds. To After the extent Issue Date, the Issuer issues additional bonds ("Company shall, subject to compliance with the terms of this Indenture but without notice to or the consent of any Holders, be entitled to create and issue Additional Bonds") that Bonds under this Indenture, which Bonds shall have identical terms as, and rank equally and ratably with, the Initial Bonds issued on a parity basis the Issue Date or the Exchange Bonds exchanged therefor, other than with respect to the Bonds and are subject to a pledge date of TIF Revenuesissuance, issue price, the pledge initial interest accrual date and amount of TIF Revenues and interest payable on the use of Taxpayer Direct Payments to the first payment date applicable thereto. The Initial Bonds of the relevant series of Bonds and any such additional parity bonds Additional Bonds of the relevant series of Bonds and all Exchange Bonds of the relevant series of Bonds shall be applied on treated as a pro-rata basissingle class for all purposes under this Indenture; provided, based on the principal amount of the however, that no Additional Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without with the prior written consent of same CUSIP number as the Purchaser. Prior to the delivery by the Issuer of any Bonds previously issued under this Indenture if such Additional Bonds there are not fungible with such previously issued Bonds for U.S. federal income tax purposes. With respect to any Additional Bonds, the Company shall set forth in a resolution of the Board of Directors of the Company and an Officers’ Certificate, a copy of each of which shall be filed with delivered to the Trustee, the following information: (i) A supplement the aggregate principal amount of such Additional Bonds to be authenticated and delivered pursuant to this Indenture executed by Indenture; (ii) the Issuer issue price, the issue date, the initial interest accrual date and the Trustee authorizing the issuance CUSIP number of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture.; and (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for whether such Additional Bonds contained shall be Initial Bonds or shall be issued in the resolution pledging TIF Revenues shall have been met. (vi) Written consent form of the Purchaser of the Series 2024 Bonds. Any Additional Exchange Bonds issued as set forth in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.Exhibit A.

Appears in 1 contract

Samples: Indenture (PACIFIC GAS & ELECTRIC Co)

Issuance of Additional Bonds. To (A) If the extent Borrower is not in default hereunder or under the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis to the Bonds and are subject to a pledge of TIF RevenuesFinancing Documents, the pledge Authority may, on written request of TIF Revenues and the use of Taxpayer Direct Payments to the payment an Authorized Representative of the Borrower (but, if the Original Purchaser is the Owner of any Bonds and any such additional parity bonds shall be applied on a pro-rata basisOutstanding under the Indenture, based on only with the principal amount written consent of the Original Purchaser), from time to time, in its absolute discretion issue Additional Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Initial Bonds in aggregate amounts as requested by the Borrower, but only for the purposes and upon the terms and conditions stated herein, in the Indenture and in the Act. Additional Bonds shall be issued only for the purposes described in Section 2.7 of the Indenture. In each case, the costs of the issuance and sale of the Additional Bonds and capitalized interest for such period and other costs reasonably related to the pledge of TIF Revenues financing as shall be agreed upon by the Borrower and the Authority may be included in the cost thereof. (B) No Additional Bonds shall be issued without unless (1) the prior written consent terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Borrower and the Authority, (2) the Borrower and the Authority shall have entered into a supplement to the Financing Documents reaffirming the representations and covenants of the Purchaser. Prior Authority and the Borrower therein contained, describing the completion, restoration, additions, extensions, improvements or facilities to be acquired and constructed or performed and making provisions for the delivery by conveyance, transfer and securing of such real property or interests therein as may be necessary or required therefor, and adjusting the Issuer aggregate amount payable hereunder and under the Note to an amount sufficient to pay, as and when the same matures and becomes due, the principal or Redemption Price, if any, of any and interest on such Additional Bonds there shall be filed with and other amounts due under the Trustee: Financing Documents, and (i3) A supplement to this Indenture executed by the Issuer Authority and the Trustee shall have entered into a Supplemental Indenture authorizing the issuance of such Additional Bonds and setting forth the terms thereof and describing or otherwise identifying any real or personal property to be secured by the Indenture in connection with the issuance of such Additional Bonds, specifying and the terms thereof and providing for Authority shall have otherwise complied with the disposition provisions of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement Indenture and the other instruments, documents, certificates, and opinions referred Act with respect to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Loan Agreement (Sonics & Materials Inc)

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2023 Bonds ("Additional Bonds") that rank on a parity basis may be authenticated and delivered from time to time for one or more of the purposes of (i) refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking issued on a parity with the Series 2024 2023 Bonds. Other than bonds issued to refund or advance refund the entirety of the Series 2023 Bonds, no Additional Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserCompany. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written met and the consent of the Purchaser of the Series 2024 BondsCompany shall have been obtained. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent Series 20 Bonds (the Issuer issues additional bonds ("Additional Bonds"”), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on refunding all or a parity basis portion of one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, and (ii) financing the cost or estimated cost of completing the Projects or of acquiring and/or constructing additional improvements to the Projects, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on equal in aggregate principal amount to the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserNote being then currently issued. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i1) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof thereof, pledging and assigning the additional Note being then currently issued as security therefor and providing for the disposition of the proceeds of the sale thereof. (ii2) The supplement or amendment to the Financing Loan Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX Section 7.1 of this Indenturethe Loan Agreement. (iii3) The additional Note being then concurrently issued, made payable to the order of the Issuer, duly executed by the Borrower and endorsed by the Issuer to the order of the Trustee. (4) If necessary, a supplement or amendment to the Lease. (5) A report or a certificate prepared by an independent certified public accountant or an independent financial advisor selected by the Issuer supported by appropriate calculations, stating that the Additional Bonds can be amortized, along with the Series 20 Bonds, from Lease Rental Payments pursuant to the Lease. (6) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Loan Agreement and the issuance of such Additional Bonds. (iv7) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v8) An opinion of bond counsel to the effect that (i) In such supplement to this Indenture has been duly executed by the case Issuer and constitutes the valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms; and (ii) the Additional BondsBonds have been duly and validly authorized and issued by the Issuer and constitute the valid and binding limited obligations of the Issuer enforceable against the Issuer in accordance with their terms. The opinion of bond counsel may be qualified as to such matters as are acceptable to the Issuer and the Trustee, a certificate showing and include, without limitation, customary exceptions as to bankruptcy, insolvency and other laws affecting creditors’ rights generally and customary exceptions as to principles of equity. (9) Additional Bonds payable from either TIF Revenues or LIT Revenues, the requirements for such Additional Bonds additional obligations contained in the resolution or ordinance pledging the TIF Revenues or LIT Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bondsmeet. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this IndentureIndenture and shall be equally and ratably payable from all Notes issued under the Loan Agreement, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the CompanyBorrower, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2024A Bonds ("Additional Bonds"), including the Series B Bonds, may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on a parity basis refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking issued on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the Purchaser2024A Bonds. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Chief Financial Officer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, other than the Series B Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To The City, at the extent the Issuer issues additional bonds ("Additional Bonds") that rank on a parity basis to the Bonds and are subject to a pledge direction of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity Lessee with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent approval of the Purchaser. Prior to the delivery by the Issuer of any such Bond Insurer, may issue Additional Bonds there shall be filed with the Trustee: in amounts sufficient to pay (i) A supplement to this Indenture executed by any part of the Issuer and Costs of the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing Project not fully funded or provided for the disposition out of the proceeds of the sale thereof. Series 1997A Bonds, or (ii) the Costs of the Special Facilities for any additional Special Facilities approved pursuant to Section 5.05 hereof. The supplement City agrees to use its best efforts to issue any Additional Bonds required under Clause (i) above, and the Director shall cooperate in a reasonable manner with Lessee to request the City to issue Additional Bonds under Clause (ii) above; however, no representation is made or amendment assurance given or implied by the City that it will be able to issue, sell and deliver Additional Bonds on terms and conditions satisfactory to Lessee or the Bond Insurer or that it will agree to issue Additional Bonds for any other purpose than as set forth above. Moreover, the issuance of Additional Bonds is made subject to the Financing Agreement same conditions enumerated in Section 4.01 and the additional condition that there shall have been executed a supplement to this Agreement to provide for the manner of construction, acquisition and payment for any additional Special Facilities to be financed with such Additional Bonds and to provide for any other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified matters reasonably deemed necessary by the Director City in connection with such financing. All Additional Bonds shall be secured and payable as provided in the Trust Indenture. Upon the issuance of Finance any Additional Bonds, the Net Rent and Records other amounts payable hereunder shall automatically be increased in the amounts required to provide for the full and timely payment of all principal, interest, redemption premiums, Trustee charges, fees or charges to or of credit enhancers and other related costs and expenses in respect of all Bonds then outstanding, including the Additional Bonds to be issued and amounts due as provided in clause (y) of Section 6.01 hereof. However, the City shall not authorize the issuance of Additional Bonds until the terms thereof and of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall Trust Indenture relating thereto have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued approved in accordance with the terms of this Section 2.8. writing by Lessee, which written approval shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed conclusively binding upon by the Issuer, at the direction of the Company, and the purchaser of such Additional BondsLessee.

Appears in 1 contract

Samples: Special Facilities Lease Agreement (Continental Airlines Inc /De/)

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Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 20 Bonds ("Additional Bonds"”), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on refunding all or a parity basis portion of one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, and (ii) financing the cost or estimated cost of completing the Project or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on equal in aggregate principal amount to the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserNote being then currently issued. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (ia) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof thereof, pledging and assigning the Additional Note being then currently issued as security therefor and providing for the disposition of the proceeds of the sale thereof. (iib) The supplement or amendment to the Financing Loan Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX Section 7.1 of this Indenturethe Loan Agreement. (iiic) The Additional Note being then concurrently issued, made payable to the order of the Issuer, duly executed by the Borrower and endorsed by the Issuer to the order of the Trustee. (d) A report or a certificate prepared by an independent certified public accountant or an independent financial advisor selected by the Issuer supported by appropriate calculations, stating that the Additional Bonds can be amortized, along with the Series 20 Bonds, from Lease Rental Payments pursuant to the Leases. (e) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Loan Agreement and the issuance of such Additional Bonds. (ivf) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (vg) In An opinion of bond counsel to the case effect that (i) such supplement to this Indenture has been duly executed by the Issuer and constitutes the valid and binding obligation of Additional Bonds, a certificate showing the requirements for such Issuer enforceable against the Issuer in accordance with its terms; and (ii) the Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent duly and validly authorized and issued by the Issuer and constitute the valid and binding limited obligations of the Purchaser Issuer enforceable against the Issuer in accordance with their terms. The opinion of bond counsel may be qualified as to such matters as are acceptable to the Series 2024 BondsIssuer and the Trustee, and include, without limitation, customary exceptions as to bankruptcy, insolvency and other laws affecting creditors’ rights generally and customary exceptions as to principles of equity. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this IndentureIndenture and shall be equally and ratably payable from all Notes issued under the Loan Agreement, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the CompanyBorrower, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2022 Bonds ("Additional Bonds"), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on a parity basis refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment of the Bonds and any such additional parity bonds shall be applied on thereof) in a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaserwhich will, no additional bonds ranking on a parity together with the Series 2024 income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds as at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the pledge Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of TIF Revenues may be issued without such Additional Bonds, to establish reserves with respect thereto and to pay interest during the prior written consent estimated construction period of completing the Purchaseradditional improvements, if any. Prior to the issuance and delivery by the Issuer Issuer, in its sole discretion, of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance bond ordinance, as amended, theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, Bonds a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written So long as the Bonds remain outstanding and are held by the Bond Purchaser, the Issuer shall not issue other obligations or leases payable from Tax Increment without the prior written consent of the Purchaser of the Series 2024 BondsBond Purchaser. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, Issuer and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To the extent the Issuer issues additional bonds bonds, in addition to the Series 2024 Bonds ("Additional Bonds") ), that rank on a parity basis to the Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding") provided, however, that such Parity Obligations test is not required to issue obligations for future phases of the Project. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds may be issued ranking on a parity without written consent of the Company. One or more series of Bonds, may be authenticated and delivered from time to time for one or more of the purposes of (i) refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds issued hereunder shall be issued on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the PurchaserBonds. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2022 Bonds ("Additional Bonds") that rank on a parity basis may be authenticated and delivered from time to time for one or more of the purposes of (i) refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking issued on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the Purchaser2022 Bonds. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Chief Financial Officer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To One or more series of Bonds in addition to the extent the Issuer issues additional bonds Series 2020 Bonds ("Additional Bonds"), may be authenticated and delivered from time to time for one or more of the purposes of (i) that rank on a parity basis refunding entirely one or more series of Bonds outstanding hereunder, if such Bonds may otherwise be refunded, (ii) advance refunding entirely one or more series of Bonds outstanding hereunder, regardless of whether such Bonds may otherwise be refunded, if the same is then permitted by law by depositing with the Trustee, in trust for the sole benefit of such series of Bonds, cash or investments (but only to the Bonds extent that the full faith and credit of the United States of America are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments pledged to the timely payment thereof) in a principal amount which will, together with the income or increment to accrue thereon, be sufficient to pay and redeem (when redeemable) and discharge such series of Bonds at or before their respective maturity dates, and (iii) financing the Cost of Construction or of acquiring and/or constructing additional improvements to the Project, and, in each case, obtaining additional funds to pay the costs to be incurred in connection with the issuance of such Additional Bonds, to establish reserves with respect thereto and to pay interest during the estimated construction period of completing the additional improvements, if any. Each series of Additional Bonds and any such additional parity bonds issued hereunder shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking issued on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the Purchaser2020 Bonds. Prior to the delivery by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds, specifying the terms thereof and providing for the disposition of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records Clerk-Treasurer of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, Bonds a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. 2.8 shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Trust Indenture

Issuance of Additional Bonds. To (a) If the extent Borrowers are not in default hereunder or under the Borrower Financing Documents, the Issuer issues may, in its absolute discretion, on written request of an Authorized Representative of the Borrower, from time to time, issue additional bonds ("Additional Bonds") that rank on a parity basis to the Senior Bonds and are subject to a pledge of TIF Revenues, additional Subordinate Bonds (or one or the pledge of TIF Revenues and other at the use of Taxpayer Direct Payments to the payment of the Bonds and any such additional parity bonds shall be applied on a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking same or different times) on a parity with the Series 2024 respective Class of Bonds under which they are designated, in aggregate amounts as requested by the Borrower, but only for the purposes and upon the terms and conditions stated herein, in the Trust Indenture and in the Act. Additional Bonds shall be issued only for the purposes permitted in Article II of the Trust Indenture. In each case, the costs of the issuance and sale of the Additional Bonds and capitalized interest for any construction period and other costs reasonably related to the pledge of TIF Revenues may financing as shall be agreed upon by the Borrowers and the Issuer shall be included in the cost thereof. (b) No Additional Bonds shall be issued without unless (1) the prior written consent terms of such Additional Bonds, the Purchaser. Prior purchase price to be paid therefor and the manner in which the proceeds therefrom are to be disbursed shall have been approved in writing by the Borrower Representative and the Issuer, (2) the Borrowers and the Issuer shall have entered into supplements to the delivery by General Financing Documents reaffirming the Issuer representations and covenants of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Borrowers therein contained, describing the completion, restoration, additions, extensions, improvements or facilities, if any, to be acquired and constructed or performed and making provisions for the conveyance, transfer and securing of such real property or interests therein as may be necessary or required therefor, and adjusting the aggregate amount payable hereunder and delivering an additional Master Indenture Note or Master Indenture Notes to an amount sufficient to pay, as and when the same matures and becomes due, the principal or Redemption Price, if any, of and interest on such Additional Bonds and other amounts due under the General Financing Documents, and (3) the Issuer and the Bond Trustee shall have entered into a Supplemental Indenture authorizing the issuance of such Additional Bonds and setting forth the terms thereof and describing or otherwise identifying any real or personal property to be secured by the Trust Indenture in connection with the issuance of such Additional Bonds, specifying and the terms thereof and providing for Issuer shall have otherwise complied with the disposition provisions of the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement Trust Indenture and the other instruments, documents, certificates, and opinions referred Act with respect to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing the requirements for such Additional Bonds contained in the resolution pledging TIF Revenues shall have been met. (vi) Written consent of the Purchaser of the Series 2024 Bonds. Any Additional Bonds issued in accordance with the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction of the Company, and the purchaser of such Additional Bonds.

Appears in 1 contract

Samples: Loan Agreement (Sky Harbour Group Corp)

Issuance of Additional Bonds. To After the extent delivery of the Bonds, the Issuer issues additional bonds ("may from time to time, upon the conditions stated in this section, issue and deliver Additional Bonds for completing, improving, expanding or modifying the Project, including the refunding of any Bonds") that rank on a parity basis to , payable equally and ratably from the Bonds and are subject to a pledge of TIF Revenues, the pledge of TIF Revenues and the use of Taxpayer Direct Payments to the payment revenues of the Project pledged and appropriated hereunder with the Bonds. Every series of such Additional Bonds and any such additional parity bonds shall be applied on authorized by a pro-rata basis, based on the principal amount of the Bonds outstanding supported by the TIF Revenues and Taxpayer Payments and such additional parity bonds outstanding. While the Series 2024 Bonds are owned by the Purchaser, no additional bonds ranking on a parity with the Series 2024 Bonds as to the pledge of TIF Revenues may be issued without the prior written consent of the Purchaser. Prior to the delivery resolution adopted by the Issuer of any such Additional Bonds there shall be filed with the Trustee: (i) A supplement to this Indenture executed by the Issuer and the Trustee authorizing the issuance of such Additional Bonds and the execution and delivery of: (i) a supplemental indenture, supplementing and amending this Indenture providing the date, interest rates and maturities of such Additional Bonds, specifying options and requirements for redemption prior to maturity with respect to such Additional Bonds, deposit of proceeds to the various funds and accounts, and such other terms thereof as may be required by reason of the foregoing and providing for which adopts the disposition applicable provisions of this Indenture; (ii) an amendment supplementing and amending the Loan Agreement; (iii) an amendment supplementing and amending the Mortgage; and (iv) an amendment to the Lease and each Issuer Document, Security Document, Borrower Document, or Corporation Document as applicable or a new lease pursuant to which the Cooperative is obligated to make additional Lease Payments sufficient to pay the principal and interest due with respect to such Additional Bonds and any related costs or expenses; and (v) such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of such Additional Bonds. Each series of Additional Bonds shall be executed, authenticated and delivered as provided in this Article II upon filing with the Issuer original executed counterparts of the supplement to the Indenture and amendments to the Loan Agreement, Mortgage, Lease (or a new lease), and each Issuer Document, Security Document, Borrower Document, or Corporation Document as applicable, together with such additional certificates, opinions and other documents described in Section 2.08 as Bond Counsel determines to be applicable. No such Additional Bonds, however, shall be issued unless the following additional conditions are met: (a) The Lease shall be in effect, and no “event of default”, as such term is defined in the Lease, shall exist thereunder; and (b) The Issuer shall have been furnished an opinion of Bond Counsel to the effect that the issuance of the Additional Bonds will not impair the tax exempt status of the interest on the Bonds; and (c) There shall have been furnished to the Issuer a certificate of a Foundation or Cooperative Representative to the effect that the proceeds of the sale thereof. (ii) The supplement or amendment to the Financing Agreement and the other instruments, documents, certificates, and opinions referred to in Article IX of this Indenture. (iii) A copy, duly certified by the Director of Finance and Records of the Issuer, of the Bond Ordinance theretofore adopted and approved by the Issuer authorizing the execution and delivery of such supplemental indenture and such supplement to the Financing Agreement and the issuance of such Additional Bonds. (iv) A written request of the Issuer to the Trustee to authenticate and deliver such Additional Bonds. (v) In the case of Additional Bonds, a certificate showing together with any additional funds supplied or to be supplied by the requirements for such Additional Bonds contained in Foundation or Cooperative will be sufficient to complete the resolution pledging TIF Revenues shall have been met. (vi) Written consent cost of the Purchaser improvement, expansion or modification of the Series 2024 Bonds. Any Additional Bonds issued in accordance with Project or the terms of this Section 2.8. shall be secured by this Indenture, but such Additional Bonds may bear such date or dates, such interest rate or rates, and with such maturities, redemption dates and premiums as may be agreed upon by the Issuer, at the direction cost of the Companyrefunding, and as the purchaser of such Additional Bondscase may be.

Appears in 1 contract

Samples: Loan Agreement

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