Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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(b) An opinion of Bond Counsel stating: (i) that the execution and delivery of the Additional Bonds have been sufficiently and duly authorized by the Authority; (ii) that the issuance of the Additional Bonds is authorized by the Act and this Indenture; (iii)that the Additional Bonds when duly executed and delivered, will be valid and binding obligations of the Authority, payable from Revenues in accordance with the terms of this Indenture and the Supplemental Indenture authorizing the issuance of such Additional Bonds; (iv)that upon the delivery of the Additional Bonds the aggregate principal amount of Bonds then Outstanding will not exceed the amount at the time permitted by law or the then limits of indebtedness of the Authority, if any; and (v)that the issuance of such Additional Bonds will not, of itself, cause interest on the Bonds that were issued as tax- exempt obligations to become includable in gross income for federal income tax purposes. (c) A Certificate of the Authority certifying that the requirements set forth in Section 2.12 have been either met or provided fo�, together with a copy of the amendment to the Installment Purchase Contract required hereby. (D) Nothing contained in the Section 2.12 shall restrict the ability of the City to issue Parity Obligations pursuant to the Installment Purchase Contract. ARTICLE III PROCEEDS OF BONDS; PLEDGE OF REVENUES Section 3.01. Delivery of Bonds. The Trustee is hereby authorized to authenticate the Series 2015 Bonds and upon receipt of the proceeds of sale thereof deliver the Series 2015 Bonds to the initial purchaser thereof upon receipt of a Certificate of the Authority. Section 3.02. Depositing of Proceeds of Bonds and Other Amounts. On the Closing Date, the initial purchaser will pay a purchase price for the Series 2015 Bonds in the amount of $20,812,477.43, which is equal to the original principal amount of the Series 2015 Bonds ($20,235,000), p/us a net original issue p�emium of $820,247.20, less an undervvrite�'s discount of$242,769.77. The initial purchaser will pay or be deemed to have paid the purchase price for the Series 2015 Bonds to the Trustee in the following manner: (a) The initial purchaser previously deposited with the Trustee a good faith deposit in the amount of$190,000, and that amount shall be credited toward the purchase price. (b) On the Closing Date, the initial purchaser will wire $19,199,583.33 to the Prior Trustee for deposit into the Redemption Account of the Payment Fund created under the 2006 Indenture. This amount shall be credited toward the purchase price and shall be deemed to have been deposited into the Refunding Fund. (c) On the Closing Date, the initial purchaser will wire the remaining $1,422,894.10 to the Trustee, and the Trustee will deposit such amount, along with the $190,000 described in the preceding paragraph (a), into the following funds, which are hereby established and shall be held hereunder: (i) $1,421,543.75 of such amount in the Reserve Fund; and 18