12-13-2021 FINAL Packet - Laserfiche WebLink

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11 Section 3.7. Indemnity by Corporation. The Corporation will pay, and protect, indemnify and save the City Parties, the Building Corporation, the Bondholders and the Trustee harmless from and against, all liabilities, losses, damages, costs, expenses (including attorneys’ fees and expenses of the City Parties, the Building Corporation and the Trustee), causes of action, suits, claims, demands and judgments of any nature arising from or relating to: (a) Violation of any contract, agreement or restriction by the Corporation relating to the Project, or a part thereof; and (b) Violation by the Corporation of any law, ordinance or regulation arising out of the ownership, occupancy or use of the Project, or a part thereof. Section 3.8. Fees and Expenses of Corporation. The Corporation hereby covenants and agrees to pay any and all fees, charges and expenses, including legal counsel, of the Corporation incurred in connection with this Financing Agreement to the extent that any such fees, charges and expenses of the Corporation are not paid or provided for out of the proceeds of the Bonds in accordance with the terms of the Indenture and in the amounts set forth in Exhibit C thereto, which are deemed to be approved by the Corporation without further action or authorization. Section 3.9. Tax Covenants. The Corporation hereby represents that it has taken and caused to be taken, and covenants that it will take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer, for the interest on the Series 2022 Bonds to be and remain excluded from gross income for federal income tax purposes, and represents that it has not taken or permitted to be taken on its behalf, and covenants that it will not take or permit to be taken on its behalf, any actions that would adversely affect such exclusion under the provisions of the Code. The Corporation and the Issuer each covenant to the owners of the Series 2022 Bonds that, notwithstanding any other provision of this Financing Agreement or any other instruments, it shall take no action, nor shall the Corporation direct the Trustee to take or approve any action or make any investment or use of proceeds of the Series 2022 Bonds or any other moneys which may arise out of or in connection with this Financing Agreement, the Indenture or the Project, which would cause the Series 2022 Bonds to be treated as “arbitrage bonds” within the meaning of Section 148 of the Code. In addition, the Corporation covenants and agrees to comply with the requirements of Section 148(f) of the Code as it may be applicable to the Series 2022 Bonds or the proceeds derived from the sale of the Series 2022 Bonds or any other moneys which may arise out of or in connection with this Financing Agreement, the Indenture or the Project throughout the term of the Series 2022 Bonds. The Corporation shall provide the Issuer with, and the Issuer may base its certifications on, a certificate of an appropriate officer, employee or agent of or consultant to the Corporation for inclusion in the transcript of proceedings for the Series 2022 Bonds, setting forth the reasonable expectations of the Corporation on the date of delivery of and payment for the Series 2022 Bonds regarding the amount and use of the proceeds of the Series 2022 Bonds and the facts, estimates and circumstances on which those expectations are based. No provision of this Financing Agreement shall be construed to impose upon the Trustee any obligation or responsibility for compliance with arbitrage regulations.