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<br />16 <br />regardless of whether enforcement is sought in a legal or equitable proceeding) and (iv) <br />the execution of such Supplemental Indenture and said amendments to the Installment <br />Purchase Contract, and performance by the parties thereunder, will not result in the <br />inclusion of the interest on any Bonds in the gross income of the Owners of the Bonds for <br />purposes of federal income taxation; and <br /> <br />(h) Such other conditions shall have been satisfied, and such other <br />instruments shall have been duly executed and delivered to the Trustee, as the City or the <br />Authority shall have reasonably requested. <br /> <br />(B) Upon delivery to the Trustee of the foregoing instruments, the Trustee shall <br />authenticate Additional Bonds representing the aggregate principal amount specified in such <br />Supplemental Indenture, and such Additional Bonds shall be equally and ratably secured with all <br />Bonds, including any Additional Bonds, theretofore prepared, executed and delivered, all without <br />preference, priority or distinction (other than with respect to maturity, payment, prepayment or <br />sinking fund payment (if any)) of any one Bond, including Additional Bonds, over any other; <br />provided, however, that no provision of this Indenture shall require the City to consent to or <br />otherwise permit the preparation, execution and delivery of Additional Bonds, it being understood <br />and agreed that any such consent or other action of the City to permit the preparation, execution <br />and delivery of Additional Bonds, or lack thereof, shall be in the sole discretion of the City. <br /> <br />(C) Whenever the Authority shall have determined to issue Additional Bonds pursuant <br />to this Section 2.12, the Authority shall adopt a Supplemental Indenture determining that the <br />issuance of such Additional Bonds is necessary for the purposes specified herein, specifying the <br />principal amount of such Additional Bonds and prescribing the terms and conditions of such <br />Additional Bonds and the funds to be established for the security and payment thereof. Before <br />such Additional Bonds shall be issued and delivered, the Authority shall file the following <br />documents with the Trustee: <br /> <br />(a) A certified copy of the Supplemental Indenture authorizing such Additional <br />Bonds. <br /> <br />(b) An opinion of Bond Counsel stating: (i) that the execution and delivery of <br />the Additional Bonds have been sufficiently and duly authorized by the Authority; (ii) that <br />the issuance of the Additional Bonds is authorized by the Act and this Indenture; (iii) that <br />the Additional Bonds when duly executed and delivered, will be valid and binding <br />obligations of the Authority, payable from Revenues in accordance with the terms of this <br />Indenture and the Supplemental Indenture authorizing the issuance of such Additional <br />Bonds; (iv) that upon the delivery of the Additional Bonds the aggregate principal amount <br />of Bonds then Outstanding will not exceed the amount at the time permitted by law or the <br />then limits of indebtedness of the Authority, if any; and (v) that the issuance of such <br />Additional Bonds will not, of itself, cause interest on the Bonds that were issued as tax- <br />exempt obligations to become includable in gross income for federal income tax purposes. <br /> <br />(c) A Certificate of the Authority certifying that the requirements set forth in <br />Section 2.12 have been either met or provided for, together with a copy of the amendment <br />to the Installment Purchase Contract required hereby. <br /> <br />(D) Nothing contained in this Section 2.12 shall restrict the ability of the City to issue <br />Parity Obligations pursuant to the Installment Purchase Contract. <br /> <br />8.A. - Page 136 of 255 <br />764