Common use of Authorization of the Bonds Clause in Contracts

Authorization of the Bonds. (a) There shall be issued and secured by this Indenture a series of Bonds in the aggregate maximum principal amount of $24,500,000 for the purpose of providing funds for paying the costs of the Project, which Bonds shall be designated "City of Olathe, Kansas Industrial Revenue Bonds (PacSun Project), Series 2007." The Bonds shall be dated as provided in SECTION 203(b) hereof, shall become due on January 1, 2018 (subject to prior redemption as hereinafter provided in ARTICLE III) and shall bear interest as specified in SECTION 208(e) hereof, payable on the dates specified in SECTION 208(e) hereof. (b) The Trustee is hereby designated as the City's Paying Agent for the payment of the principal of and interest on the Bonds. (c) The Bonds shall be executed without material variance from the form and in the manner set forth in ARTICLE IV hereof and delivered to the Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the following: (1) An original or certified copy of Ordinance No. 07-34 passed by the governing body of the City on May 1, 2007, authorizing the issuance of the Bonds and the execution of this Indenture and the Lease; (2) An original executed counterpart of this Indenture; (3) An original executed counterpart of the Lease; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Bonds and deliver the same to the purchaser identified in the Bond Purchase Agreement upon payment to the Trustee, for the account of the City, of the purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled to conclusively rely upon such request and authorization as to names of the purchaser and the amount of such purchase price; (5) An opinion of counsel nationally recognized on the subject of municipal bonds to the effect that the Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts and documents as the City shall reasonably require for the delivery of the Bonds. (d) When the documents specified in SUBSECTION (c) of this Section shall have been filed with the Trustee, and when the Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Bonds to or upon the order of the purchaser thereof, but only upon payment to the Trustee of the purchase price of the Bonds, as specified in the Bond Purchase Agreement. The proceeds of the sale of the Bonds shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in ARTICLE V hereof. (e) The Bonds shall bear interest at the rate of 7% per annum on the Cumulative Outstanding Principal Amount of the Bonds, and such interest shall be payable in arrears on each January 1 and July 1, commencing on January 1, 2008, and continuing thereafter until the said Cumulative Outstanding Principal Amount is paid in full. Interest shall be calculated on the basis of a year of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless redeemed prior to said date in accordance with ARTICLE III.

Authorization of the Bonds. (a) There shall be issued and secured by this Indenture a series The Authority hereby authorizes the issuance of Bonds the Bonds, in the an aggregate maximum principal amount not to exceed $100,000,000, in one or more tax-exempt and/or taxable series at the same time or at different times as separate transactions in order to finance, on behalf of $24,500,000 for the purpose of providing funds for paying Public College, the costs of the Series 2022 Project, which . The Bonds shall be designated "City “New Jersey Educational Facilities Authority Revenue and Refunding Bonds, Ramapo College of Olathe, Kansas Industrial Revenue Bonds (PacSun Project)New Jersey Issue, Series 2007." The Bonds shall be dated 2022” (or such other designation or designations as provided in SECTION 203(b) hereof, shall become due on January 1, 2018 (subject to prior redemption as hereinafter provided in ARTICLE III) and shall bear interest as specified in SECTION 208(e) hereof, payable on the dates specified in SECTION 208(e) hereofan Authorized Officer may determine). (b) The Trustee is Authority hereby designated as finds and determines that the City's Paying Agent for the payment issuance of the principal Bonds involves certain circumstances under which a negotiated bond sale is permissible as outlined in Executive Order No. 26 (▇▇▇▇▇▇▇ 1994) (“Executive Order No. 26''), namely, volatile market conditions and a complex financing structure, and that a competitive sale of the Bonds is not in the best interest of the Authority and interest on the BondsPublic College. (c) The Bonds Based upon the Authority's competitive request for proposal process under its standard procurement process and procedures and in accordance with Executive Order No. 26 and Executive Order No. 37 (▇▇▇▇▇▇▇ 2006) ("Executive Order No. 37”), the Authority hereby selects and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., LLC as the senior managing underwriter for the Bonds. Any Authorized Officer is hereby authorized to execute and deliver on behalf of the Authority one or more contracts of purchase (collectively, the "Purchase Contract") by and among the Authority, the Public College and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., LLC on behalf of itself and any other members of an underwriting syndicate headed by such firm (collectively, the ''Underwriters"), in substantially the form presented to this meeting with such changes as shall be executed without material variance from approved by any Authorized Officer, with the form and in the manner set forth in ARTICLE IV hereof and delivered advice of bond counsel to the Trustee Authority (“Bond Counsel”) and the Attorney General of the State (such approval to be evidenced conclusively by such Authorized Officer's execution thereof), for authenticationthe purchase, but prior to on a current or simultaneously with the authentication and forward delivery basis, or both, of the Bonds by at the Trusteeprice or prices to be agreed upon; provided, there however, that the Underwriters' discount for the Bonds shall not exceed $4.50 per $1,000 of principal amount. A copy of the Purchase Contract as executed shall be filed with the Trustee the following: (1) An original or certified copy of Ordinance No. 07-34 passed by the governing body records of the City on May 1, 2007, authorizing the issuance of the Bonds and the execution of this Indenture and the Lease; (2) An original executed counterpart of this Indenture; (3) An original executed counterpart of the Lease; (4) A request and authorization to the Trustee on behalf of the City, executed by the Authorized City Representative, to authenticate the Bonds and deliver the same to the purchaser identified in the Bond Purchase Agreement upon payment to the Trustee, for the account of the City, of the purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled to conclusively rely upon such request and authorization as to names of the purchaser and the amount of such purchase price; (5) An opinion of counsel nationally recognized on the subject of municipal bonds to the effect that the Bonds constitute valid and legally binding limited and special revenue obligations of the City; and (6) Such other certificates, statements, receipts and documents as the City shall reasonably require for the delivery of the BondsAuthority. (d) When The Chair, the documents specified Vice-Chair, the Executive Director, the Deputy Executive Director or the Director of Project Management, or any such officer designated as “acting” or “Interim” is hereby authorized to select and appoint any additional underwriters, if necessary, in SUBSECTION (c) of this Section shall have been filed connection with the Trusteefinancing in accordance with Executive Order No. 26 and Executive Order No. 37 and the Authority’s competitive request for proposal process under its standard procurement policies and procedures, and when to purchase the Bonds shall have been executed and authenticated as required members of an underwriting syndicate headed by this Indenture▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., the Trustee shall deliver the Bonds to or upon the order of the purchaser thereof, but only upon payment to the Trustee of the purchase price of the Bonds, as specified in the Bond Purchase Agreement. The proceeds of the sale of the Bonds shall be immediately paid over to the Trustee, and the Trustee shall deposit and apply such proceeds as provided in ARTICLE V hereofLLC. (e) The Bonds shall be issued in fully registered form, shall be in the denominations, and shall be numbered as shall be provided in the Indenture. The Bonds shall be dated and bear interest from the date of issuance thereof at the rates set forth in the Indenture, mature and be executed and authenticated as shall be set forth in the Indenture; provided, however, that the final maturity date of the Bonds will be no later than July 1, 2052. The Bonds shall bear interest at one or more fixed interest rates as set forth in the rate of 7% per annum Indenture, with a true interest cost not to exceed 5.00%. The Bonds shall be subject to redemption as provided in the Indenture; provided, however, the redemption premium on the Cumulative Outstanding Principal Amount of the Bonds, if any, shall not exceed 5.00%, and such interest the redemption premium, if any, on the Bonds issued as taxable bonds shall be payable without limitation and may be in arrears on each January 1 and July 1, commencing on January 1, 2008, and continuing thereafter until the said Cumulative Outstanding Principal Amount is paid in full. Interest shall be calculated on the basis form of a year of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless redeemed prior to said date in accordance with ARTICLE III“make-whole” redemption.