Common use of Provisions for Issuance of Bonds Clause in Contracts

Provisions for Issuance of Bonds. (a) All (but not less than all) the Bonds of each Series shall be executed by the Commission for issuance under this Trust Agreement and delivered to the Trustee and thereupon shall be authenticated by the Trustee and by it delivered upon the Order of the Commission, but only upon the receipt by the Trustee of the following items (which upon receipt the Trustee may conclusively rely in determining whether the conditions precedent for the issuance and authentication of such Series of Bonds have been satisfied): (i) With respect to the Series 201_ Bonds, an executed copy of this Trust Agreement, each Principal Transaction Document and the Performance and Payment Bonds as originally executed or adopted; (ii) in the case of Additional Bonds, an opinion of Bond Counsel in customary form to the effect that, as of its date (A) this Trust Agreement and the Supplemental Trust Agreement authorizing such Additional Bonds, have been duly executed and delivered by, and constitute valid and binding obligations of, the Commission; (B) such Bonds constitute valid and binding limited obligations of the Commission; and (C) if applicable, interest on such Bonds is excludible from gross income for federal income tax purposes; (iii) in the case of Additional Bonds, an executed copy of the Supplemental Trust Agreement authorizing such Bonds which shall, among other provisions, specify: (A) the authorized principal amount and Series of such Bonds; (B) the dated date and the maturity date or dates of such Bonds; (C) the interest rate or rates, if any, or the manner of determining such interest rate or rates, on such Bonds and the Interest Payment Date or Dates thereof; and lettering of such Bonds; (D) the denominations of and the manner of dating, numbering (E) any capitalized interest requirements (or the method of determining the same) for such Bonds; (F) the Redemption Prices, if any, and the redemption or purchase terms, for such Bonds; (G) the amount and due date of each Mandatory Sinking Fund Installment, if any, for such Bonds of like maturity; (H) the form of such Bonds and whether or not such Bonds are subject to the book-entry system; (I) the purpose for which such Bonds are being issued, which shall be solely for the purpose of (I) providing additional improvements to the Hotel,

Provisions for Issuance of Bonds. (a) All (but not less than all) The issuance of the Initial Bonds and each Series of Additional Bonds shall be authorized by a Supplemental Indenture or Supplemental Indentures. The Bonds of each a Series authorized to be issued shall be executed by the Commission for issuance under this Trust Agreement Corporation and delivered to the Trustee Trustee. Such Bonds shall from time to time and thereupon shall in such amounts as directed by the Corporation be authenticated by the Trustee and by it delivered to or upon the Order order of the Commission, but only Corporation upon receipt of the receipt by consideration therefor and upon delivery to the Trustee of: A copy of the following items Indenture and the Supplemental Indenture authorizing such Bonds, certified by an Authorized Officer of the Corporation; A copy of the Sale Agreement, certified by an Authorized Officer of the Corporation that it is in effect on the date thereof and has not been amended, supplemented, modified or repealed other than in accordance with its terms; A copy of the direction of the Government, through the Governor or Commissioner of Finance of the Virgin Islands, to the U.S. Treasury and the U.S. Department of the Interior to pay all Matching Fund Receipts to the GVI Restricted Account, which direction shall be irrevocable for so long as any Bonds or Subordinated Indebtedness remains Outstanding; A certificate of an Authorized Officer of the Corporation approving the issuance of the Bonds, which certificate shall include a copy of the resolution of the Board of Directors of the Corporation authorizing the issuance of such Bonds and approving the amount and terms of such Bonds and the purposes for which the proceeds of such Bonds will be used; If a Reserve Fund Facility is to be provided in connection with the issuance of the Bonds of such Series, such Reserve Fund Facility and the opinion of counsel to the Provider thereof required by Section 5.08(a)(2) hereof; A written order as to the delivery of such Bonds, signed by an Authorized Officer of the Corporation, describing the Bonds to be delivered, designating the purchaser or purchasers to whom such Bonds are to be delivered and stating the consideration for such Bonds; A certificate of an Authorized Officer of the Corporation stating the amount, if any, required to be in the Debt Service Reserve Fund after issuance of the Bonds then to be issued, and that after deposit in the Debt Service Reserve Fund of the amount, if any, to be deposited therein in connection with the issuance of such Bonds, the amount on deposit in such fund will not be less than the Debt Service Reserve Fund Requirement; A certificate of an Authorized Officer of the Corporation stating that the Corporation is not, and, as a result of the issuance of such Bonds, shall not be, in default in the performance of any of the covenants, conditions, agreements or provisions contained herein, or stating that after the issuance thereof the Corporation shall no longer be in default in the performance of any of the covenants, conditions, agreements or provisions contained herein; A certificate of an Authorized Officer of the Corporation setting forth (1) (A) Maximum Annual Debt Service after giving effect to the issuance of the Bonds of such Series (exclusive of Capitalized Interest and Bonds for which upon receipt the Trustee may conclusively rely in determining whether the conditions precedent provision for the payment thereof has been made in accordance with Section 12.01(b) hereof on or prior to the date of issuance of the Bonds then to be issued, including as a result of the issuance of the Bonds then to be issued) and authentication (B) the Operating Cap applicable for each such Fiscal Year, and (2) Matching Fund Receipts for the most recently completed Fiscal Year; provided, however, that the Initial Bonds may be issued without satisfying this clause (i); and provided, further, that in connection with the issuance of any Additional Bonds prior to the end of the first full Fiscal Year of the Corporation, Matching Fund Receipts will be deemed to equal the matching fund receipts that were paid to the Public Finance Authority in the most recently completed fiscal year of the Public Finance Authority; A certificate of an Authorized Officer which demonstrates that the Matching Fund Receipts set forth in clause (i)(2) above are at least 300% of Maximum Annual Debt Service calculated as set forth in clause (i)(1)(A) above; provided, however that such calculation shall be performed by a nationally recognized verification agent acceptable to the Corporation and the Government as holder of the Residual Certificate; and provided further, that the Initial Bonds may be issued without satisfying this clause (j); and An opinion of Transaction Counsel to the effect that the Indenture and the applicable Supplemental Indenture authorizing the Series of Bonds have been satisfied): (i) With respect to the Series 201_ Bondsduly and lawfully authorized, an executed copy of this Trust Agreement, each Principal Transaction Document and the Performance and Payment Bonds as originally executed or adopted; (ii) in the case of Additional Bonds, an opinion of Bond Counsel in customary form to the effect that, as of its date (A) this Trust Agreement and the Supplemental Trust Agreement authorizing such Additional Bonds, have been duly executed and delivered byby the Corporation; that the Indenture and the applicable Supplemental Indenture are in full force and effect and are valid and binding upon the Corporation and enforceable in accordance with their terms; that the Indenture creates the valid pledge and the valid lien upon the Matching Fund Receipts which it purports to create, subject only to the provisions of the Indenture permitting the withdrawal, payment, setting apart or appropriation thereof for the purposes and on the terms and conditions set forth in the Indenture and each applicable Supplemental Indenture; and that the Corporation is duly authorized and entitled to issue such Series of Bonds and, upon the execution and delivery thereof and upon authentication by the Trustee, such Series of Bonds will be duly and validly issued and will constitute valid and binding obligations of, the Commission; (B) such Bonds constitute valid and binding limited special obligations of the Commission; and (C) if applicable, interest on such Bonds is excludible from gross income for federal income tax purposes; (iii) in Corporation entitled to the case of Additional Bonds, an executed copy benefits of the Supplemental Trust Agreement authorizing Indenture; provided, however, that such Bonds which shall, among other provisions, specify: (A) the authorized principal amount and Series of such Bonds; (B) the dated date and the maturity date or dates of such Bonds; (C) the interest rate or rates, if any, or the manner of determining such interest rate or rates, on such Bonds and the Interest Payment Date or Dates thereof; and lettering of such Bonds; (D) the denominations of and the manner of dating, numbering (E) any capitalized interest requirements (or the method of determining the same) for such Bonds; (F) the Redemption Prices, if any, and the redemption or purchase terms, for such Bonds; (G) the amount and due date of each Mandatory Sinking Fund Installment, if any, for such Bonds of like maturity; (H) the form of such Bonds and whether or not such Bonds are subject opinion may be qualified to the book-entry system; (I) the purpose for which such Bonds are being issuedextent that enforceability of rights and remedies may be limited by bankruptcy, which shall be solely for the purpose of (I) providing additional improvements insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally or as to the Hotel,availability of any particular remedy.

Provisions for Issuance of Bonds. (a) All (but not less than all) The issuance of the Initial Bonds and each Series of Additional Bonds shall be authorized by a Supplemental Indenture or Supplemental Indentures. The Bonds of each a Series authorized to be issued shall be executed by the Commission for issuance under this Trust Agreement Corporation and delivered to the Trustee Trustee. Such Bonds shall from time to time and thereupon shall in such amounts as directed by the Corporation be authenticated by the Trustee and by it delivered to or upon the Order order of the Commission, but only Corporation upon receipt of the receipt by consideration therefor and upon delivery to the Trustee of: (a) A copy of the following items Indenture and the Supplemental Indenture authorizing such Bonds, certified by an Authorized Officer of the Corporation; (which upon receipt b) A copy of the Sale Agreement, certified by an Authorized Officer of the Corporation that it is in effect on the date thereof and has not been amended, supplemented, modified or repealed other than in accordance with its terms; (c) A copy of the direction of the City to the Director of the Department of Revenue, the State Comptroller and the State Treasurer to pay all Sales Tax Revenues to the Trustee may conclusively rely on behalf of the Corporation, which direction shall be irrevocable for so long as any Bonds or Subordinated Indebtedness remains Outstanding; (d) A certificate of an Authorized Officer of the City approving the issuance of the Bonds, which certificate shall include a copy of the ordinance of the City Council of the City authorizing the issuance of such Bonds and approving the amount and terms of such Bonds and the purposes for which the proceeds of such Bonds will be used; (e) If a Reserve Fund Facility is to be provided in determining whether connection with the conditions precedent issuance of the Bonds of such Series, such Reserve Fund Facility and the opinion of counsel to the Provider thereof required by Section 5.08(a)(2) hereof; (f) A written order as to the delivery of such Bonds, signed by an Authorized Officer of the Corporation, describing the Bonds to be delivered, designating the purchaser or purchasers to whom such Bonds are to be delivered and stating the consideration for such Bonds; DRAFT (g) A certificate of an Authorized Officer of the Corporation stating the amount, if any, required to be in the Debt Service Reserve Fund after issuance of the Bonds then to be issued, and that after deposit in the Debt Service Reserve Fund of the amount, if any, to be deposited therein in connection with the issuance of such Bonds, the amount on deposit in such fund will not be less than the Debt Service Reserve Fund Requirement; (h) A certificate of an Authorized Officer of the Corporation stating that the Corporation is not, and, as a result of the issuance of such Bonds, shall not be, in default in the performance of any of the covenants, conditions, agreements or provisions contained herein, or stating that after the issuance thereof the Corporation shall no longer be in default in the performance of any of the covenants, conditions, agreements or provisions contained herein; (i) A certificate of an Authorized Officer of the Corporation setting forth (1) (A) Maximum Annual Debt Service after giving effect to the issuance of the Bonds of such Series (exclusive of Capitalized Interest and Bonds for which provision for the payment thereof has been made in accordance with Section 12.01(b) hereof on or prior to the date of issuance of the Bonds then to be issued, including as a result of the issuance of the Bonds then to be issued) and authentication (B) the Operating Cap applicable for each such Fiscal Year, and (2) Sales Tax Revenues for the most recently completed Fiscal Year; provided, however, that the Initial Bonds may be issued without satisfying this clause (i); and provided, further, that in connection with the issuance of such any Additional Bonds prior to the end of the first full Fiscal Year of the Corporation, Sales Tax Revenues will equal the Home Rule Sales Tax Revenues and the Local Share Sales Tax Revenue that were paid to the City in the most recently completed fiscal year of the City; (j) A certificate of an Authorized Officer which demonstrates that the Sales Tax Revenues set forth in clause (i)(2) above are at least 400% of Maximum Annual Debt Service calculated as set forth in clause (i)(1)(A) above; provided, however, that the Initial Bonds may be issued without satisfying this clause (j); and (k) An opinion of Transaction Counsel to the effect that the Indenture and the applicable Supplemental Indenture authorizing the Series of Bonds have been satisfied): (i) With respect to the Series 201_ Bondsduly and lawfully authorized, an executed copy of this Trust Agreement, each Principal Transaction Document and the Performance and Payment Bonds as originally executed or adopted; (ii) in the case of Additional Bonds, an opinion of Bond Counsel in customary form to the effect that, as of its date (A) this Trust Agreement and the Supplemental Trust Agreement authorizing such Additional Bonds, have been duly executed and delivered byby the Corporation; that the Indenture and the applicable Supplemental Indenture are in full force and effect and are valid and binding upon the Corporation and enforceable in accordance with their terms; that the Indenture creates the valid pledge and the valid lien upon the Sales Tax Revenues which it purports to create, subject only to the provisions of the Indenture permitting the withdrawal, payment, setting apart or appropriation thereof for the purposes and on the terms and conditions set forth in the Indenture and each applicable Supplemental Indenture; and that the Corporation is duly authorized and entitled to issue such Series of Bonds and, upon the execution and delivery thereof and upon authentication by the Trustee, such Series of Bonds will be duly and validly issued and will constitute valid and binding obligations of, the Commission; (B) such Bonds constitute valid and binding limited special obligations of the Commission; and (C) if applicable, interest on such Bonds is excludible from gross income for federal income tax purposes; (iii) in Corporation entitled to the case of Additional Bonds, an executed copy benefits of the Supplemental Trust Agreement authorizing Indenture; provided, however, that such Bonds which shall, among other provisions, specify: (A) the authorized principal amount and Series of such Bonds; (B) the dated date and the maturity date or dates of such Bonds; (C) the interest rate or rates, if any, or the manner of determining such interest rate or rates, on such Bonds and the Interest Payment Date or Dates thereof; and lettering of such Bonds; (D) the denominations of and the manner of dating, numbering (E) any capitalized interest requirements (or the method of determining the same) for such Bonds; (F) the Redemption Prices, if any, and the redemption or purchase terms, for such Bonds; (G) the amount and due date of each Mandatory Sinking Fund Installment, if any, for such Bonds of like maturity; (H) the form of such Bonds and whether or not such Bonds are subject opinion may be qualified to the book-entry system; (I) the purpose for which such Bonds are being issuedextent that enforceability of rights and remedies may be limited by bankruptcy, which shall be solely for the purpose of (I) providing additional improvements insolvency, reorganization, moratorium or other laws affecting creditors' rights generally or as to the Hotel,availability of any particular remedy.

Provisions for Issuance of Bonds. (a) All (but not less than all) the The issuance of Bonds shall be authorized by a Supplemental Indenture or Supplemental Indentures. The Bonds of each a Series authorized to be issued shall be executed by the Commission for issuance under this Trust Agreement Corporation and delivered to the Trustee Trustee. Such Bonds shall from time to time and thereupon shall in such amounts as directed by the Corporation be authenticated by the Trustee and by it delivered to or upon the Order order of the Commission, but only Corporation upon receipt of the receipt by consideration therefor and upon delivery to the Trustee of: (a) A copy of the following items (which upon receipt Indenture and the Trustee may conclusively rely in determining whether the conditions precedent for the issuance and authentication of Supplemental Indenture authorizing such Series of Bonds have been satisfied): (i) With respect to the Series 201_ Bonds, certified by an executed copy Authorized Officer of this Trust Agreement, each Principal Transaction Document and the Performance and Payment Bonds as originally executed or adoptedCorporation; (iib) in A copy of each of the case of Additional Bonds, an opinion of Bond Counsel in customary form to the effect that, as of its date (A) this Trust Agreement and the Supplemental Trust Agreement authorizing such Additional BondsProject Lease, have been duly executed and delivered by, and constitute valid and binding obligations of, the Commission; (B) such Bonds constitute valid and binding limited obligations certified by an Authorized Officer of the Commission; and (C) if applicable, interest on such Bonds is excludible from gross income for federal income tax purposesCorporation; (iiic) in the case of Additional Bonds, an executed A copy of each of the Supplemental Trust Agreement authorizing such Bonds which shallGround Lease and the Occupancy Lease, among other provisions, specify:certified by an officer of the City; (Ad) If a Credit Facility or Liquidity Facility is to be provided in connection with the authorized principal amount issuance of the Bonds of such Series, such Credit Facility or Liquidity Facility; (e) If a Reserve Fund Facility is to be provided in connection with the issuance of the Bonds of such Series, such Reserve Fund Facility and Series the opinion of counsel to the Provider thereof required by Section 5.07(a)(2) hereof; (f) A written order as to the delivery of such Bonds; (B) , signed by an Authorized Officer of the dated date and Corporation, describing the maturity date Bonds to be delivered, designating the purchaser or dates of such Bonds; (C) the interest rate or rates, if any, or the manner of determining such interest rate or rates, on purchasers to whom such Bonds are to be delivered and stating the Interest Payment Date or Dates thereof; and lettering of such Bonds; (D) the denominations of and the manner of dating, numbering (E) any capitalized interest requirements (or the method of determining the same) consideration for such Bonds; (Fg) A certificate of an Authorized Officer of the Redemption PricesCorporation stating the amount required to be in the Debt Service Reserve Fund after issuance of the Bonds then to be issued, and that after deposit in the Debt Service Reserve Fund of the amount, if any, and to be deposited therein in connection with the redemption or purchase terms, for issuance of such Bonds, the amount on deposit in such fund will not be less than the amount then required to be therein; (Gh) A certificate of an Authorized Officer of the amount and due date Corporation stating that the Corporation is not, and, as a result of each Mandatory Sinking Fund Installmentthe issuance of such Bonds, shall not be, in default in the performance of any of the covenants, conditions, agreements or provisions contained herein; provided, however, that such certificate shall not be required if anyafter issuance thereof the Corporation shall no longer be in default in the performance of any of the covenants, for such Bonds of like maturityconditions, agreements or provisions contained herein; (Hi) A certificate of an Authorized Officer of the form City stating that no "event of default" under the Agreement has occurred and is continuing nor will an "event of default" under the Agreement occur as a result of the issuance of such Bonds; provided, however, that such certificate shall not be required if after issuance of such Bonds and whether the City shall no longer be in default in the performance of any of the covenants, conditions, agreements or not provisions contained in the Agreement; (j) If such Bonds are subject the first Series of Bonds issued hereunder, a certificate of the Chief Administrator stating that the Project is essential to the book-entry system;proper administration of the Unified Court System of the State within the City and to meet the essential needs of the City and the State and that the project will be essential to such administration and to meet such needs through the term of the Agreement; and (Ik) An opinion of Bond Counsel to the purpose for effect that, in the opinion of Bond Counsel, the Indenture and the applicable Supplemental Indenture authorizing the Series of Bonds have been duly and lawfully authorized, executed and delivered by the Corporation; that the Indenture and the applicable Supplemental Indenture are in full force and effect and are valid and binding upon the Corporation and enforceable in accordance with their terms; that the Indenture creates the valid pledge and the valid lien upon the Revenues which such Bonds are being issuedit purports to create, which shall be solely subject only to the provisions of the Indenture permitting the withdrawal, payment, setting apart or appropriation thereof for the purpose purposes and on the terms and conditions set forth in the Indenture and each applicable Supplemental Indenture; and that the Corporation is duly authorized and entitled to issue such Series of (I) providing additional improvements Bonds and, upon the execution and delivery thereof and upon authentication by the Trustee, such Series of Bonds will be duly and validly issued and will constitute valid and binding special obligations of the Corporation entitled to the Hotel,benefits of the Indenture; provided, however, that such opinion may be qualified to the extent that enforceability of rights and remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally or as to the availability of any particular remedy.