Text · page 59 of 301
Read the whole document on one page (all 301 pages, each with its own heading)
arbitrage and tax certificates, the material events disclosure agreement, if required, and all other certificates and documents customarily provided in this type of transaction. We would also file the necessary information return with the Internal Revenue Service. Finally, we would render our approving opinion regarding the validity, enforceability and tax exempt status of the notes. For each bond anticipation note or bond financing undertaking through the EFC, we will review and comment on all of the EFC loan documents, participate in conference calls with EFC personnel, prepare all additional documents that may be necessary and will arrange for delivery of the bonds or BANS, as applicable, to EFC, or its designee. If applicable, we will complete or review, as appropriate, the tax questionnaire provided by EFC for the financing and will address any tax issues that may be posed by EFC and its counsel. We will also calculate any minimum required annual payments to be made on a short term financing prior to the closing of a long term financing. For each serial bond or statutory installment bond transaction (other than through the United States Department of Agriculture, Office of Rural Development (“RD”)), we expect to be primarily responsible for the preparation of the notice of sale for the bond issue. We would also assist the Town in the preparation of any official statement by reviewing those sections of the document pertaining to the bond issue, the projects being financed, and the legality and tax exempt status of the bonds. For the closing on the bond issue, we would prepare all the documentation customarily entered into for this type of transaction, including the certificate of determination; the form of bond, the tax and arbitrage certificates, the continuing disclosure agreement, if required, and all other certificates and documents to be entered into in connection with the financing. If the bond issue is to be insured by a municipal bond issuance policy, we would review the documents provided by the bond insurer, including the policy, closing certificates and legal opinion. We would also conduct the closing on the bonds and arrange for the delivery of the bonds to the purchaser (or if the bonds are in book entry form, to the depository for the bonds) and file the necessary information return with the Internal Revenue Service. Finally, we would render our approving bond counsel opinion regarding the validity, enforceability and tax exempt status of the bonds. In connection with any bond financing undertaken through RD, in additional to the services described above with respect to statutory installment bonds, we would prepare all of the other necessary closing documents required in accordance with RD’s policies and requirements. Please note that in connection with each bond and note transaction, we do not anticipate that we will be primarily responsible for the preparation of either the official statement (or other disclosure document) or any debt statement prepared and filed in accordance with New York Law. It is our assumption that these documents will be prepared either by the Town or by its fiscal advisor, if any, as is customarily the case. We will, however, review these documents and comment, as necessary, to ensure that the Town has complied with all applicable disclosure and filing requirements in connection with the bond issue. 320406\4919-5631-8850\ v1 Page 59 of 301