Common use of Proceedings for Authorization of Additional Certificates Clause in Contracts

Proceedings for Authorization of Additional Certificates. Whenever the City and the Corporation shall determine to authorize the execution and delivery of any Additional Certificates pursuant to Section 2.11 hereof, the City, the Corporation and the Trustee shall enter into a Supplemental Trust Agreement without the consent of the Owners of any Certificates, providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11 hereof, shall provide for the distinctive designation, denominations, method of numbering, dates, Principal Payment Dates, interest rates, Interest Payment Dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the City and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) an Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Sublease required by Section 2.11(e) hereof; (2) that the execution and delivery of the Additional Certificates have been sufficiently and duly authorized by the City and the Corporation; (3) that said amendment to the Sublease and the Supplemental Trust Agreement, when duly executed by the City and the Corporation, will be valid and binding obligations of the City and the Corporation; (4) that the amendment to the Sublease has been duly authorized, executed and delivered and has been duly recorded; and (5) that the amendment to the Sublease does not adversely affect the tax-exempt status of interest evidenced by any then Outstanding Certificates; (b) a Certificate of the City that the requirements of Section 2.11 hereof have been met, which shall include a Certificate by the City as to the fair rental value of the Leased Property, after giving effect to the new execution and delivery of the Additional Certificates and to the use of proceeds received therefrom; (c) certified copies of the resolutions of the Corporation and the City authorizing the execution of the amendments to the Sublease required by Section 2.11 hereof; (d) an executed counterpart or duly authenticated copy of the amendment to the Sublease required by Section 2.11(e) hereof; (e) certified copies of the policies of insurance required by Article VI of the Sublease or certificates thereof, which shall evidence that the amounts of the insurance required under Section 6.03(1) and (2) of the Sublease have been increased, if applicable, to cover the amount of such Additional Certificates; (f) a CLTA title insurance policy or other appropriate form of policy in the amount of the Additional Certificates of the type and with the endorsements described in Section 6.05 of the Sublease; (g) in the event of any Addition of Additional Property in connection with the execution and deliver of such Additional Certificates, such other certificates and opinions as are required by Section 2.06 of the Sublease and not otherwise covered by clauses (a) through (f) above; and (h) in the event of the execution and delivery of Additional Certificates, other than Additional Certificates executed and delivered in connection with the refunding of existing Certificates, the written consent of the Certificate Insurer. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s being satisfied from an examination of said instruments that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trustee, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the request of, the City.

Proceedings for Authorization of Additional Certificates. Whenever the City and the Corporation shall determine to authorize the execution and delivery of any Additional Certificates pursuant to Section 2.11 hereof, the City, the Corporation and the Trustee shall enter into a Supplemental Trust Agreement without the consent of the Owners of any Certificates, providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11 hereof, shall provide for the distinctive designation, denominations, method of numbering, dates, Principal Payment Dates, interest rates, Interest Payment Dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the City and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) an An Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Sublease required by Section 2.11(e) hereof; (2) that the execution and delivery of the Additional Certificates have been sufficiently and duly authorized by the City and the Corporation; (3) that said amendment to the Sublease and the Supplemental Trust Agreement, when duly executed by the City and the Corporation, will be valid and binding obligations of the City and the Corporation; (4) that the amendment to the Sublease has been duly authorized, executed and delivered and has been duly recorded; and (5) that the amendment to the Sublease does not adversely affect the tax-exempt status of interest evidenced by any then Outstanding Certificates;. (b) a A Certificate of the City that the requirements of Section 2.11 hereof have been met, which shall include a Certificate by the City as to the fair rental value of the Leased Property, after giving effect to the new execution and delivery of the Additional Certificates and to the use of proceeds received therefrom;. (c) certified Certified copies of the resolutions of the Corporation and the City authorizing the execution of the amendments to the Sublease required by Section 2.11 hereof;. (d) an An executed counterpart or duly authenticated copy of the amendment to the Sublease required by Section 2.11(e) hereof;. (e) certified Certified copies of the policies of insurance required by Article VI of the Sublease or certificates thereof, which shall evidence that the amounts of the insurance required under Section 6.03(1) and (2) of the Sublease have been increased, if applicable, to cover the amount of such Additional Certificates;. (f) a A CLTA title insurance policy or other appropriate form of policy in the amount of the Additional Certificates of the type and with the endorsements described in Section 6.05 of the Sublease;. (g) in In the event of any Addition of Additional Property in connection with the execution and deliver of such Additional Certificates, such other certificates and opinions as are required by Section 2.06 of the Sublease and not otherwise covered by clauses (a) through (f) above; and (h) in the event of the execution and delivery of Additional Certificates, other than Additional Certificates executed and delivered in connection with the refunding of existing Certificates, the written consent of the Certificate Insurer. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s being satisfied from an examination of said instruments that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trustee, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the request of, the City.

Proceedings for Authorization of Additional Certificates. Whenever the City and the Corporation County shall determine to authorize the execution and delivery of any Additional Certificates pursuant to Section 2.11 3.04 hereof, the CityCounty, the Corporation and the Trustee shall enter into a Supplemental Trust Agreement Agreement, without the consent of the Owners of any Certificates, providing for satisfying the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11 hereof, shall provide for the distinctive designation, denominations, method of numbering, dates, Principal Payment Dates, interest rates, Interest Payment Dates, provisions for prepayment (if desired) and places of payment of principal and interest3.04. Before such Additional Certificates shall be executed and delivered, the City and the Corporation County shall file or cause to be filed the following documents with the Trustee: (a) an Opinion of Bond Counsel setting forth (1i) that counsel rendering such Counsel opinion has examined the Supplemental Trust Agreement and Agreement, the amendment to the Sublease Lease Agreement and the amendment, if any, to the Ground Lease required by Section 2.11(e) hereof; 3.04, (2ii) that the execution and delivery of the Additional Certificates have been sufficiently and duly authorized by the City County and the Corporation; , (3iii) that said amendment amendments to the Sublease Lease Agreement, the Ground Lease and the Supplemental Trust Agreement, when duly executed by the City Trustee, the County and the Corporation, as applicable, will be valid and binding obligations of the City County and the Corporation; , (4iv) that the amendment execution and delivery of the Supplemental Trust Agreement and the amendments to the Sublease has Lease Agreement and the Ground Lease have been duly authorized, executed and delivered by the County and has been duly recorded; the Corporation, and (5v) that the amendment execution and delivery of the Supplemental Trust Agreement and said amendments to the Sublease does Lease Agreement and the Ground Lease, in and of themselves, do not adversely affect the tax-exempt status exclusion from gross income for federal income tax purposes of interest evidenced by any then the Outstanding Tax-Exempt Certificates; (b) a Written Certificate of the City County stating that the requirements of Section 2.11 hereof have been met, which shall include a Certificate by the City as conditions precedent to the fair rental value of the Leased Property, after giving effect to the new execution and delivery of the such Additional Certificates and to the use of proceeds received therefromspecified in Section 3.04 have been satisfied; (c) certified copies of the resolutions of the Corporation and the City County authorizing the execution and delivery of the Supplemental Trust Agreement and the amendments to the Sublease Lease Agreement and the Ground Lease required by Section 2.11 hereof3.04; (d) an executed counterpart counterparts or duly authenticated copy copies of the amendment Supplemental Trust Agreement and the amendments to the Sublease Lease Agreement the Ground Lease required by Section 2.11(e) hereof3.04, with satisfactory evidence that such amendments to the Lease Agreement and the Ground Lease have been duly recorded in the appropriate records of the County; (e) certified copies of the policies of insurance required by Article VI Section 5.01 of the Sublease Lease Agreement or certificates thereof, which shall evidence that the amounts of the insurance required under Section 6.03(1subsections (b) and (2c) of Section 5.01 of the Sublease Lease Agreement have been increased, if applicable, to cover the amount of such additional Base Rental Payments and such Additional Certificates;; and (f) a one or more CLTA title insurance policy policies or other appropriate form of policy in the amount of the Additional Certificates of the type and with the endorsements described in Section 6.05 5.02 of the Sublease; (g) in the event of any Addition of Additional Property in connection with the execution and deliver of such Additional Certificates, such other certificates and opinions as are required by Section 2.06 of the Sublease and not otherwise covered by clauses (a) through (f) above; and (h) in the event of the execution and delivery of Additional Certificates, other than Additional Certificates executed and delivered in connection with the refunding of existing Certificates, the written consent of the Certificate InsurerLease Agreement. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s being satisfied from an examination of said instruments that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trustee, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the request of, the City.Sections

Proceedings for Authorization of Additional Certificates. Whenever the City and the Corporation shall determine to authorize the execution and delivery of any Additional Certificates pursuant to Section 2.11 hereof2.12 hereof and Section 4.7 of the Lease, the City, the Corporation City and the Trustee shall enter into a Supplemental Trust Agreement without the consent of the Owners of any Certificates, providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 2.11 hereof2.12, shall provide for the distinctive designation, denominations, method of numbering, dates, Principal Payment Datesprincipal payment dates, interest rates, Interest Payment Datesinterest payment dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the City and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) an Opinion An opinion of Counsel Special Counsel, addressed to the Trustee, setting forth (1) that such Counsel counsel has examined the Supplemental Trust Agreement and the amendment to the Sublease Lease required by Section 2.11(e2.12(c) hereof; (2) that the execution and delivery of the Additional Certificates have been sufficiently and duly authorized by the City and the CorporationCity; (3) that said amendment the amendments to the Sublease Lease and the Supplemental Trust Agreement, when duly executed and delivered by the City and the CorporationCity, will be valid and binding obligations of the City and the CorporationCity; (4) that this Trust Agreement creates a valid pledge to secure the amendment payment Lease Payments with respect to the Sublease has been duly authorized, executed and delivered and has been duly recordedAdditional Certificates; and (5) that the amendment to the Sublease Lease has been duly authorized, executed and delivered; and (6) that the amendment to the Lease does not adversely affect the tax-exempt status exclusion from gross income of interest evidenced by any then with respect to the Outstanding Certificates;Certificates for Federal income tax purposes. (b) a Certificate A certification of the City that the requirements of Section 2.11 2.12 hereof have been met, which shall include a Certificate Certification by the City as to the fair rental value of the Leased PropertyPremises, sufficient to support payment of Lease Payments with respect to all Outstanding Certificates after giving effect to the new execution and delivery of the Additional Certificates and to the use of proceeds received therefrom;. (c) certified copies of the resolutions of the Corporation and the City authorizing the execution of the amendments to the Sublease required by Section 2.11 hereof; (d) an An executed counterpart or duly authenticated copy of the Supplemental Trust Agreement and the amendment to the Sublease Lease and to the Site Lease required by Section 2.11(e2.12 hereof. (d) hereof;Evidence of compliance with Section 2.12. (e) certified copies A certificate of insurance verifying coverage under the policies of insurance required by Article VI of the Sublease or certificates thereof, which shall evidence that the amounts of the insurance required under Section 6.03(1) and (2) of the Sublease have been increased, if applicable, to cover the amount of such Additional Certificates; (f) a CLTA title insurance policy or other appropriate form of policy in the amount of the Additional Certificates of the type and with the endorsements described in Section 6.05 of the Sublease; (g) in the event of any Addition of Additional Property in connection with the execution and deliver of such Additional Certificates, such other certificates and opinions as are required by Section 2.06 of the Sublease and not otherwise covered by clauses (a) through (f) above; and (h) in the event of the execution and delivery of Additional Certificates, other than Additional Certificates executed and delivered in connection with the refunding of existing Certificates, the written consent of the Certificate InsurerLease. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee’s being satisfied from an examination of said instruments that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trusteeinstruments, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the request of, of the City.