Agenda - Council - 07/12/2022 - Laserfiche WebLink

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EXHIBIT A and EXHIBIT B, respectively, attached hereto, with appropriate variations, omissions, and insertions as permitted or required by this Indenture, and such executed certificate of authentication of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated, registered, and delivered under this Indenture. The Trustee's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer execute the certificate of authentication on all of the Bonds. SECTION 2.5. Form of Bonds. Subject to the provisions of Section 2.4 hereof, the Series 2022A Bonds and the Series 2022B Bonds shall be in substantially the forms set forth in the attached EXHIBIT A and EXHIBIT B, respectively. SECTION 2.6. Delivery of Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver to the Original Purchaser (i) the Series 2022A Bonds in the aggregate principal amount of$ and (ii) the Series 2022B Bonds in the aggregate principal amount of$ , as hereinafter in this Section provided. Prior to the delivery by the Trustee of the Series 2022 Bonds there shall be filed with the Trustee: (a) [Intentionally omitted.] (b) A copy, duly certified by the Issuer Representative (or other authorized representative of the Issuer), of the resolution adopted by the governing body of the Issuer on June 14,2022 (the "Resolution"),authorizing the issuance of the Series 2022 Bonds and the execution and delivery of this Indenture, the Loan Agreement, and the Bond Purchase Agreement. (c) Original executed counterparts of each of the Issuer Documents, the School Documents, the Company Documents and any Security Documents. (d) A request and authorization to the Trustee on behalf of the Issuer and signed by the official(s) specified in the Resolution, to authenticate and deliver the Series 2022A Bonds in the original aggregate principal amount of$ and the Series 2022B Bonds in the original aggregate principal amount of$ ,upon payment to the Trustee, for the account of the Issuer, of a sum specified in such request and authorization. (e) An executed opinion of Bond Counsel, to the effect that the Series 2022 Bonds have been authorized,issued,and delivered and that the interest on the Series 2022A Bonds is excludable from the gross income of the Holders for federal income tax purposes, and, to the same extent, is excludable from the net taxable income of Holders who are individuals, estates, and trusts for State income tax purposes, subject to customary exceptions. (f) Such other documents as Bond Counsel, the Trustee, or the Original Purchaser may reasonably request and provide to the Trustee with directions to hold as a repository. 25 735810810