25-20 Sewage Works Refunding Bond Ordinance

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the City and the Refunding Bonds to participants in the municipal securities market, the City hereby covenants, agrees and undertakes, in accordance with the SEC Rule,unless excluded from the applicability of the SEC Rule or otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, that it will comply with and carry out all of the provisions of a continuing disclosure contract from the City to each registered owner or holder of any Refunding Bonds (the "Continuing Disclosure Contract"). The execution and delivery by the City of a Continuing Disclosure Contract, and the performance by the City of its obligations thereunder by or through any employee or agent of the City with respect to the Refunding Bonds, are hereby approved, and the City shall comply with and carry out the terms thereof. (k) The Controller is hereby authorized and directed to obtain a legal opinion as to the validity of the Refunding Bonds from Barnes & Thornburg LLP, and to furnish such opinion to the purchasers of the Refunding Bonds or to cause a copy of said legal opinion to be printed on each Refunding Bond. The cost of such opinion shall be paid out of the proceeds of the Refunding Bonds. (1) In connection with the sale of the Refunding Bonds, the Mayor and the Controller each are authorized to take such actions and to execute and deliver such agreements and instruments as they deem advisable to obtain a rating and/or to obtain bond insurance or a Credit Facility (as defined herein) for the Refunding Bonds, and the taking of such actions and the execution and delivery of such agreements and instruments are hereby approved. The costs of obtaining any such insurance,Credit Facility,and/or credit ratings in preparing and delivering such opinion and in the performance of related services in connection with the issuance, sale and delivery of the Refunding Bonds, shall be considered as a part of the cost of issuance of the Refunding Bonds and shall be paid out of the proceeds of the sale of the Refunding Bonds. SECTION 11. Use of Proceeds. The accrued interest received at the time of delivery of the Refunding Bonds, if any, and premium, if any, shall be deposited in the Bond and Interest Account of the Sinking Fund (as hereafter defined) and applied to payments on the Refunding Bonds on the first interest payment date. An amount of proceeds from the sale of the Refunding Bonds may be deposited into the related Refunding Subaccount, if any, of the Reserve Account (as defined herein), for the Refunding Bonds and applied as described below as determined by the Controller. An amount of proceeds from the sale of the Refunding Bonds equal to the estimated costs of issuance of the Refunding Bonds and other fees and charges associated with the issuance of the Refunding Bonds,including the premium for any bond insurance obtained for the Refunding Bonds, shall be deposited into a fund of the utility hereby created and designated as"City of South Bend, Indiana Sewage Works 2020 Costs of Issuance Fund" (the"Costs of Issuance Fund"). The proceeds deposited in the Costs of Issuance Fund, together with all investment earnings thereon, shall be expended only for the purpose of paying the costs of issuance of the Refunding Bonds and other fees and charges associated with the issuance of the Refunding Bonds,including the premium for any bond insurance obtained for the Refunding Bonds by the City. The remaining proceeds from the sale of the Refunding Bonds shall be deposited into a fund of the utility hereby created and designated as"City of South Bend, Indiana Sewage Works Refunding Fund" (the"Refunding Fund"). The proceeds deposited in the Refunding Fund, together with all investment earnings thereon, shall be expended only for the purpose of paying the costs of the Refunding. - 12 -