Common use of Issuance of Refunding Bonds Clause in Contracts

Issuance of Refunding Bonds. (A) Refunding Bonds may be authorized and issued by the Authority without compliance with the provisions of Sections 3.02(D) or 3.03(C); provided that the Trustee shall have been provided with a certificate of a Consultant to the effect that Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Obligations outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Obligations outstanding prior to the issuance of such Refunding Bonds. Such Refunding Bonds may be issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for the payment of all or a portion of the following: (1) the principal or Redemption Price of the Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations to be refunded; (2) all expenses incident to the calling, retiring or paying of such Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations and the Costs of Issuance of such Refunding Bonds; (3) any termination payment owed by the Authority to a Counterparty after offset for any payments made to the Authority from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Junior Subordinate Bonds or Junior Subordinate Obligations to be refunded; (4) interest on all Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations to be refunded to the date such Junior Subordinate Bonds or Junior Subordinate Obligations will be called for redemption or paid at maturity; (5) interest on the Refunding Bonds from the date thereof to the date of payment or redemption of the Bonds or Junior Subordinate Obligations to be refunded; and (6) funding a Reserve Fund for the Refunding Bonds, if required. (B) Before such Series of Refunding Bonds shall be issued and delivered pursuant to this Section 3.04, the Authority shall file each of the documents identified below with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied). (1) A Supplemental Trust Agreement authorizing such Series of Refunding Bonds executed by the Authority. (2) A Certificate of the Authority certifying that the requirements of Sections 3.02(A), (B) and (C) and 3.04(A) hereof are satisfied. (3) If any of the Junior Subordinate Bonds to be refunded are to be redeemed prior to their stated maturity dates, irrevocable instructions to the Trustee to give the applicable notice of redemption or a waiver of the notice of redemption signed by the Holders of all or the portion of the Junior Subordinate Bonds or Junior Subordinate Obligations to be redeemed, or proof that such notice has been given by the Authority; provided, however, that in lieu of such instructions or waiver or proof of notice of redemption, the Authority may cause to be deposited with the Trustee all of the Junior Subordinate Bonds and Junior Subordinate Obligations proposed to be redeemed (whether canceled or uncanceled) with irrevocable instructions to the Trustee to cancel said Junior Subordinate Bonds or Junior Subordinate Obligations so to be redeemed upon the exchange and delivery of said Refunding Bonds; and provided further that no provision of this Trust Agreement shall be construed to require the redemption of Junior Subordinate Bonds prior to their respective maturity dates in connection with the refunding thereof. (4) An Opinion of Bond Counsel to the effect that the Supplemental Trust Agreement is being entered into in accordance with this Trust Agreement and that such Series of Refunding Bonds, when duly executed by the Authority and authenticated and delivered by the Trustee, will be valid and binding obligations of the Authority. (5) The proceeds of the sale of the Refunding Bonds shall be applied by the Trustee according to the Order of the Authority to the retirement of the Outstanding Junior Subordinate Bonds or Junior Subordinate Obligations for the refunding of which said Refunding Bonds are to be issued, and the other expenses described in Section 3.04(A) hereof. All Junior Subordinate Bonds or Junior Subordinate Obligations purchased, redeemed or retired by use of funds received from the sale of Refunding Bonds, and all Junior Subordinate Bonds surrendered to the Trustee against the issuance of Refunding Bonds, shall be forthwith canceled and shall not be reissued.

Issuance of Refunding Bonds. (A) Refunding Bonds may be authorized and issued by the Authority without compliance with the provisions of Sections 3.02(D) or 3.03(C); provided that the Trustee shall have been provided with a certificate of a Consultant to the effect that Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Parity Obligations outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Parity Obligations outstanding prior to the issuance of such Refunding Bonds. Such Refunding Bonds may be issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for the payment of all or a portion of the following: (1) the principal or Redemption Price of the Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Parity Obligations to be refunded; (2) all expenses incident to the calling, retiring or paying of such Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Parity Obligations and the Costs of Issuance of such Refunding Bonds; (3) any termination payment owed by the Authority to a Counterparty after offset for any payments made to the Authority from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Junior Subordinate Bonds or Junior Subordinate Parity Obligations to be refunded; (4) interest on all Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Parity Obligations to be refunded to the date such Junior Subordinate Bonds or Junior Subordinate Parity Obligations will be called for redemption or paid at maturity; (5) interest on the Refunding Bonds from the date thereof to the date of payment or redemption of the Bonds or Junior Subordinate Parity Obligations to be refunded; and (6) funding a Reserve Fund for the Refunding Bonds, if required. (B) Before such Series of Refunding Bonds shall be issued and delivered pursuant to this Section 3.04, the Authority shall file each of the documents identified below with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied). (1) A Supplemental Trust Agreement authorizing such Series of Refunding Bonds executed by the Authority. (2) A Certificate of the Authority certifying that the requirements of Sections 3.02(A), (B) and (C) and 3.04(A) hereof are satisfied. (3) If any of the Junior Subordinate Bonds to be refunded are to be redeemed prior to their stated maturity dates, irrevocable instructions to the Trustee to give the applicable notice of redemption or a waiver of the notice of redemption signed by the Holders of all or the portion of the Junior Subordinate Bonds or Junior Subordinate Parity Obligations to be redeemed, or proof that such notice has been given by the Authority; provided, however, that in lieu of such instructions or waiver or proof of notice of redemption, the Authority may cause to be deposited with the Trustee all of the Junior Subordinate Bonds and Junior Subordinate Parity Obligations proposed to be redeemed (whether canceled or uncanceled) with irrevocable instructions to the Trustee to cancel said Junior Subordinate Bonds or Junior Subordinate Parity Obligations so to be redeemed upon the exchange and delivery of said Refunding Bonds; and provided further that no provision of this Trust Agreement shall be construed to require the redemption of Junior Subordinate Bonds prior to their respective maturity dates in connection with the refunding thereof. (4) An Opinion of Bond Counsel to the effect that the Supplemental Trust Agreement is being entered into in accordance with this Trust Agreement and that such Series of Refunding Bonds, when duly executed by the Authority and authenticated and delivered by the Trustee, will be valid and binding obligations of the Authority. (5) The proceeds of the sale of the Refunding Bonds shall be applied by the Trustee according to the Order of the Authority to the retirement of the Outstanding Junior Subordinate Bonds or Junior Subordinate Parity Obligations for the refunding of which said Refunding Bonds are to be issued, and the other expenses described in Section 3.04(A) hereof. All Junior Subordinate Bonds or Junior Subordinate Parity Obligations purchased, redeemed or retired by use of funds received from the sale of Refunding Bonds, and all Junior Subordinate Bonds surrendered to the Trustee against the issuance of Refunding Bonds, shall be forthwith canceled and shall not be reissued.

Issuance of Refunding Bonds. (A) It is determined to be necessary to, and the Issuer shall, issue, sell and deliver $22,220,000 principal amount of Refunding Bonds may be authorized and issued by the Authority without compliance with the provisions of Sections 3.02(D) or 3.03(C); provided that the Trustee shall have been provided with a certificate of a Consultant to the effect that Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Obligations outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Obligations outstanding prior to the issuance of such Refunding Bonds. Such Refunding Bonds may be issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for to refinance the payment costs of all or the Project and to refinance certain costs of issuance of the Prior Bonds. The Refunding Bonds shall be designated the "City of Gary, Indiana Adjustable Rate Economic Development Revenue Refunding Bonds, Series 1996 A (The Xxxxxx Partnership, L.P. Project)", in the principal amount of $20,540,000 to refinance the costs of the Project, and the "City of Gary, Indiana Taxable Adjustable Rate Economic Development Revenue Refunding Bonds, Series 1996 B (The Xxxxxx Partnership, L.P. Project)", in the principal amount of $1,680,000 to refinance the costs of issuance of the Prior Bonds and a portion of the following: (1) the principal or Redemption Price costs of the Outstanding Junior Subordinate Project. The Refunding Bonds shall be issuable, unless a Supplemental Indenture shall have been executed and delivered pursuant to Section 8.02(g) hereof, only in fully registered form, substantially as set forth in Exhibit A to this Indenture; shall be numbered A-1 and upward (with respect to the Series 1996 A Bonds) and B-1 and upward (with respect to the Series 1996 B Bonds); shall be in the denominations of $100,000 and integral multiples of $5,000 in excess thereof; shall be subject to optional and mandatory redemption in the amounts, upon the conditions, and at the times and prices set forth herein; and shall be dated as of the date of their initial delivery. Upon any exchange or outstanding Junior Subordinate Obligations transfer and surrender of any Refunding Bond in accordance with the provisions hereof, the Issuer shall execute and the Authenticating Agent shall authenticate and deliver one or more new Refunding Bonds in exchange therefor as provided herein. The Refunding Bonds shall be originally issued only to a Depository to be refunded; held in a book entry system and: (2i) all expenses incident to the calling, retiring or paying of such Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations and the Costs of Issuance of such Refunding Bonds; (3) any termination payment owed by the Authority to a Counterparty after offset for any payments made to the Authority from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Junior Subordinate Bonds or Junior Subordinate Obligations to be refunded; (4) interest on all Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations to be refunded to the date such Junior Subordinate Bonds or Junior Subordinate Obligations will be called for redemption or paid at maturity; (5) interest on the Refunding Bonds from shall be registered in the date thereof to the date of payment or redemption name of the Depository or its nominee, as Bondholder, and immobilized in the custody of the Depository; (ii) unless otherwise requested by the Depository, there shall be a single Bond certificate for each Bond maturity; and (iii) the Refunding Bonds shall not be transferable or Junior Subordinate Obligations exchangeable, except for transfer to be refunded; and (6) funding another Depository or another nominee of a Reserve Fund Depository, without further action by the Issuer. The owners of beneficial interests in the Refunding Bonds shall not have any right to receive Refunding Bonds in the form of physical certificates. So long as a Book Entry System is in effect for the Refunding Bonds, if required. (B) Before such Series except as 71 hereinafter provided with respect to Beneficial Ownership Interests, the Issuer, the Trustee, the Registrar and the Paying Agent shall recognize and treat the Depository, or its nominee, as the Holder of the Refunding Bonds for all purposes, including payment of Bond Service Charges, giving of notices, and enforcement of remedies. The crediting of payments of Bond Service Charges on the Refunding Bonds and the transmittal of notices and other communications by the Depository to Beneficial Owners or to the Direct Participants in whose depository account the interests of such Beneficial Owners are recorded and such credit and transmittal by the Direct Participants to Indirect Participants and by Indirect Participants to Beneficial Owners shall be issued the responsibility of the Depository or the respective Indirect Participant or Direct Participant and delivered pursuant to this Section 3.04are not the responsibility of the Issuer, the Authority shall file each of the documents identified below with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied). (1) A Supplemental Trust Agreement authorizing such Series of Refunding Bonds executed by the Authority. (2) A Certificate of the Authority certifying that the requirements of Sections 3.02(A), (B) and (C) and 3.04(A) hereof are satisfied. (3) If any of the Junior Subordinate Bonds to be refunded are to be redeemed prior to their stated maturity dates, irrevocable instructions to the Trustee to give the applicable notice of redemption or a waiver of the notice of redemption signed by the Holders of all Paying Agent or the portion of the Junior Subordinate Bonds or Junior Subordinate Obligations to be redeemed, or proof that such notice has been given by the AuthorityTrustee; provided, however, that the Issuer, the Paying Agent, the Registrar and the Trustee understand that neither the Depository or its nominee shall provide any consent requested of Holders of Refunding Bonds pursuant to this Indenture, and that the Depository will mail an omnibus proxy (including a list identifying the Direct Participants of the book entry interests in lieu the Refunding Bonds) to the Issuer which assigns the Depository's, or its nominee's, voting rights to the Direct Participants of the book entry interests in the Refunding Bonds (as credited to the accounts at the Depository as of the record date for mailing of requests for such consents). Upon receipt of such instructions or waiver or proof of notice of redemptionomnibus proxy, the Authority may cause to be deposited with Issuer shall promptly provide such omnibus proxy (including the Trustee all list identifying the Direct Participants of the Junior Subordinate interests in the Refunding Bonds and Junior Subordinate Obligations proposed to be redeemed (whether canceled or uncanceledattached thereto) with irrevocable instructions to the Trustee to cancel said Junior Subordinate Bonds or Junior Subordinate Obligations so to be redeemed upon the exchange and delivery of said Refunding Bonds; and provided further that no provision of this Trust Agreement Registrar, who shall be construed to require the redemption of Junior Subordinate Bonds prior to their respective maturity dates in connection with the refunding thereof. (4) An Opinion of Bond Counsel to the effect that the Supplemental Trust Agreement is being entered into in accordance with this Trust Agreement and that then treat such Series of Refunding Bonds, when duly executed by the Authority and authenticated and delivered by the Trustee, will be valid and binding obligations of the Authority. (5) The proceeds of the sale Direct Participants as Holders of the Refunding Bonds shall be applied by the Trustee according for purposes of obtaining any consents pursuant to the Order terms of this Indenture. As long as the Authority to the retirement of the Outstanding Junior Subordinate Bonds or Junior Subordinate Obligations for the refunding of which said Refunding Bonds are registered in the name of a Depository, or its nominee, the Trustee, the Registrar and the Paying Agent agree to comply with the terms and provisions of the Letter of Representations including the provisions of the Letter of Representations with respect to any delivery of the Refunding Bonds to the Trustee, which provisions shall supersede the provisions of this Indenture with respect thereto. If any Depository determines not to continue to act as a Depository for the Refunding Bonds held in a book entry system, the Issuer may attempt to have established a securities depository/book entry system relationship with another Depository under this Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of book entry interests by appropriate notice to the then Depository, shall permit withdrawal of the Refunding Bonds from the Depository and shall cause to be issuedauthenticated and delivered Refunding Bond certificates in fully registered form to the assignees of the Depository or its nominee. Such withdrawal, authentication and delivery shall be at the other expenses described in Section 3.04(A) hereof. All Junior Subordinate Bonds cost and expense (including costs of printing or Junior Subordinate Obligations purchased, redeemed or retired by use of funds received from the sale of otherwise preparing and delivering such replacement Refunding Bonds, and all Junior Subordinate ) of the Borrower. Such replacement Refunding Bonds surrendered to the Trustee against the issuance of Refunding Bonds, shall be forthwith canceled and shall not be reissuedin the denominations specified in the first paragraph of this Section 2.02, with a minimum denomination of $100,000.

Issuance of Refunding Bonds. (A) So long as the Master Lease is in effect and no Event of Default under the Indenture or the Master Lease has occurred and is continuing and so long as no Event of Nonappropriation has occurred and is continuing, one or more Series of Refunding Bonds may be authorized issued, authenticated and delivered for the purpose of refunding Bonds or other obligations of the Authority. The Refunding Bonds may be issued in one or more Series, shall be authenticated by the Authority without compliance Trustee and, upon payment to the Trustee of the proceeds of said sale of Refunding Bonds, they shall be delivered by the Trustee to or upon the order of the purchasers thereof, but only upon satisfaction of the conditions specified in Section 2.4 hereof and there being filed with the provisions of Sections 3.02(DTrustee:‌ (a) or 3.03(C); provided that the Trustee shall have been provided with a certificate Original executed counterparts of a Consultant Supplemental Indenture, a supplement or amendment (if necessary) to the effect that Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding Security Documents and all Junior Subordinate Obligations outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Junior Subordinate Bonds Outstanding and all Junior Subordinate Obligations outstanding prior to Master Lease providing for the issuance of such Refunding Bonds. Such , and further providing for a revision to the Base Rentals to be paid by the Board under the Master Lease to such amount as shall be necessary to pay, assuming that no Event of Default or Event of Nonappropriation shall occur, the principal of, premium, if any, and interest on the Bonds (including the Refunding Bonds may be being issued in an aggregate principal amount sufficient (together with and the Initial Bonds and any additional funds available or Additional Bonds and Refunding Bonds theretofore issued and to become available) remain Outstanding), and to provide funds for extend the payment Lease Term if the maturity of all or a portion any of the following: (1) Refunding Bonds would otherwise occur after the principal or Redemption Price expiration of the Outstanding Junior Subordinate Bonds then current Lease Term. The date or outstanding Junior Subordinate Obligations to be refunded; (2) all expenses incident to dates of the calling, retiring or paying of such Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations and the Costs of Issuance of such Refunding Bonds; (3) any termination payment owed by , the Authority to a Counterparty after offset for any payments made to the Authority from such Counterparty under any Interest Rate Swap Agreement that was entered into in connection with the Junior Subordinate Bonds rate or Junior Subordinate Obligations to be refunded; (4) interest on all Outstanding Junior Subordinate Bonds or outstanding Junior Subordinate Obligations to be refunded to the date such Junior Subordinate Bonds or Junior Subordinate Obligations will be called for redemption or paid at maturity; (5) rates of interest on the Refunding Bonds from Bonds, and the date thereof to redemption provisions (if any) with respect thereto all shall be as provided in the date of payment or redemption of the Bonds or Junior Subordinate Obligations to be refunded; andSupplemental Indenture; (6) funding a Reserve Fund for the Refunding Bonds, if required. (B) Before such Series of Refunding Bonds shall be issued and delivered pursuant to this Section 3.04, the Authority shall file each of the documents identified below with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Refunding Bonds have been satisfied). (1) A Supplemental Trust Agreement authorizing such Series of Refunding Bonds executed by the Authority. (2) A Certificate of the Authority certifying that the requirements of Sections 3.02(A), (B) and (C) and 3.04(A) hereof are satisfied. (3b) If any of the Junior Subordinate Bonds to be refunded are to be redeemed prior to their stated maturity dates, irrevocable instructions to the Trustee to give the applicable notice of redemption or a waiver of the notice of redemption signed by the Holders of all or the portion of the Junior Subordinate theretofore issued were Tax-Exempt Bonds or Junior Subordinate Obligations to be redeemedwere designated as Tax Credit Bonds qualifying for Direct Payments, or proof that such notice has been given by the Authority; provideda written opinion of nationally recognized bond counsel, however, that in lieu of such instructions or waiver or proof of notice of redemption, the Authority may cause to be deposited with the Trustee all of the Junior Subordinate Bonds and Junior Subordinate Obligations proposed to be redeemed (whether canceled or uncanceled) with irrevocable instructions to the Trustee to cancel said Junior Subordinate Bonds or Junior Subordinate Obligations so to be redeemed upon the exchange and delivery of said Refunding Bonds; and provided further that no provision of this Trust Agreement shall be construed to require the redemption of Junior Subordinate Bonds prior to their respective maturity dates in connection with the refunding thereof. (4) An Opinion of Bond Counsel to the effect that the Supplemental Trust Agreement is being entered into in accordance with this Trust Agreement and that such Series exclusion from gross income of Refunding Bondsthe interest on the Tax-Exempt Bonds theretofore issued or the status of the Bonds as Tax Credit Bonds qualifying for Direct Payments, when duly executed for federal income tax purposes, will not be adversely affected by the Authority and authenticated and delivered by the Trustee, will be valid and binding obligations of the Authority. (5) The proceeds of the sale issuance of the Refunding Bonds shall be applied by the Trustee according being issued; (c) A date-down endorsement to the Order of the Authority to the retirement of the Outstanding Junior Subordinate Bonds or Junior Subordinate Obligations for the refunding of which said Refunding Bonds are to be issued, and the other expenses described ALTA mortgagee title insurance policy issued in Section 3.04(A) hereof. All Junior Subordinate Bonds or Junior Subordinate Obligations purchased, redeemed or retired by use of funds received from the sale of Refunding Bonds, and all Junior Subordinate Bonds surrendered to the Trustee against connection with the issuance of the Bonds being refunded or commitment therefor (or if the bonds or other obligations being refunded were not‌ issued pursuant to this Indenture, an ALTA Mortgagee title insurance policy or commitment therefor), which endorsement or policy shall insure to the date of issuance of such Refunding Bonds and the recording of any supplement or amendment to the Security Documents the continuing validity of the lien thereof, as modified by any supplement or amendment to the Security Documents, as a first and prior lien on the premises thereby secured, subject only to Permitted Encumbrances, and which endorsement or policy shall increase the amount of title insurance coverage thereunder, if necessary, to an amount, which when added to the coverage provided under any other title policies delivered with respect to other Bonds then Outstanding and issued with respect to the Project financed by the Bonds or other obligations to be refunded, is at least equal to the aggregate principal amount of all Bonds to be Outstanding with respect to such Project following said refunding and naming the Trustee as an insured; alternatively, the Authority may reasonably expect to be able to deliver the required mortgage title insurance following delivery of the related Series of Bonds, provided that no proceeds of such Bonds shall be forthwith canceled and shall not be reissued.drawn out of the Construction Fund until such mortgage title insurance is delivered (except for costs of issuance related to such Bonds);