Res13 15263 - Laserfiche WebLink

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(e) The Trustee shall have received a Certificate of the Authority that no Event of Default hereunder relating to the Authority exists(or any event which,once all notice or grace periods have passed,would constitute an Event of Default); (� The Trustee shall have received a certificate of the City that no Event of Default under the Installment Purchase Contract relating to the City exists (or any event which, once all notice or grace periods have passed,would constitute an Event of Default); (g) The Trustee shall have received an opinion of Bond Counsel substantially to the effect that (i) said Supplemental Indenture and said amendments to the Installment Purchase Contract comply in all respects with the requirements of this Section 2.12, (ii) said Supplemental Indenture and said amendments to the Installment Purchase Contract have been duly authorized, executed and deliverecl by each of the respective parties thereto (provided that said opinion of Bond Counsel, in rendering the opinions set forth in this clause(ii), shall be entitled to .rely upon one or more other opinions of counsel, including counsel to any of the respective parties to said Supplemental Indenture or said amendments to the Installment Purchase Contract), (iii) assuming that no Event of Default has occurred and is continuing, this Indenture, as amended by said Supplemental Indenture, and the Installment Purchase Contract, as amended by the respective amendments thereto, constitute the legal, valid and binding obligations of the respective parties thereto; enforceable against said parties in accordance with their respective terms (except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, moratorium, debt adjustment or other. laws affecting creditors' rights generally, and except to the extent that enforcement thereof may be limited by general principles of equity, regardless of whether enforcement is sought in a legal or equitable proceeding) and (iv)the execution of such Supplemental Indenture and said amendments to the Installment Purchase Contract, and �erformance by the parties thereunder, will not result in the inclusion of the interest on any Bonds in the gross income of the Owners of the Bonds for purposes of federal income taxation; (h) Upon the execution and delivery of such Additional Bonds,the amount on deposit in the Reserve Fund, or in a reserve fund established under such Supplemental Indenture taking into account the execution of the Additional Bonds, shall be at least equal to the Reserve Requirement; and (i) Such other conditions shall have been satisfied,and such other instruments 5ha11 have been duly executed and delivered to the Trustee, as the City or the Authority shall have reasonably requested. (B) Upon delivery to the Trustee of the foregoing instruments, the Trustee shall � authenticate Additional Bonds representing the aggregate principal amount specified in such Supplemental Indenhue, and such Additional Bonds shall be equally and ratably secured with all Bonds, including any Additional Bonds,theretofore prepazed,executed and delivered,all without preference, prxority or distinction (other than with respect to maturity, payment, prepayment or sinking fund payment (if any)) of any one Bond, including Additional Bonds, over any other; provided, however, that no provision of this Indenture shall require the City to consent to or . otherwise permit the preparation, execution and delivery of Additional Bonds, it being understood and agreed that any such consent or other actiori of the Ciry to permit the preparation, -18- 338471 1.DOC