2026-35 An Ordinance Authorizing the Issuance and Sale of Revenue Bonds (Millikin University), Series 2026A of the City of Decatur, Macon County, Illinois, in an Aggregate Principal Amount not to Exceed $18,000,000; Authorizing the Execution

Home Browse Search

sufficient to pay when due all principal (whether at maturity or otherwise) of and interest and premium, if any, on all Bonds from time to time Outstanding under the Indenture. The Borrower agrees that its obligation to pay the principal of,premium, if any,and interest on the Series 2026A Note constitutes a general obligation of the Borrower. The foregoing notwithstanding,the Borrower agrees that the moneys and securities, if any, on deposit in the Rebate Fund, relating to the Series 2026A Bonds, created under the Tax Agreement or to be deposited in the Rebate Fund are not part of the "trust estate" and are not available to make payments of principal and interest on the Series 2026A Bonds. Section 2.04. Maintenance of Corporate Existence and Status. The Borrower agrees that throughout the term of this Loan Agreement it shall maintain its corporate existence. The Borrower warrants that it is and throughout the term hereof it will continue to be qualified to do business in the State and maintain such accreditations, licenses and approvals as necessary to operate as a higher education in the State of Illinois as it does as of the date hereof. The Borrower agrees that it shall not dissolve, consolidate, merge, or permit an entity to consolidate or merge into it, affiliate, or have a change of control (i.e. permit another entity to become a member of the Borrower or have control over a majority of the board) without the prior written consent of the Majority Holders. As of the effective date of any dissolution, liquidation,disposition,consolidation or merger in compliance with the prior paragraph, the Borrower(at its cost) shall furnish to the City and the Initial Purchaser Representative(i) an opinion of Bond Counsel,in form and substance satisfactory to the City,to the effect that such transaction does not adversely affect the exclusion of the interest on the Series 2026A Bonds, (ii) an opinion of counsel (of high reputation and expertise as determined by the City), in form and substance satisfactory to the City and the Initial Purchaser Representative, to the affect that (A) the entity surviving the dissolution, liquidation, disposition, consolidation or merger assumes(or if the surviving entity is the Borrower,affirms)in writing and without condition or qualification all obligations of the Borrower under each of the Borrower Agreements and(B) the entity surviving the dissolution, liquidation, disposition, consolidation or merger assumes (or if the surviving entity is the Borrower, affirms) in writing and without condition or qualification all obligations of the Borrower under each of the Borrower Agreements. The Borrower further agrees that it will take such actions as are necessary or appropriate to comply with the provisions of the Code and the regulations promulgated thereunder in order to preserve the exclusion from federal gross income of the Owners thereof of the interest paid on the Series 2026A Bonds, and will not act or fail to act in any other manner which would adversely affect such exclusion. In connection with the foregoing reference is hereby made to the Project Certificate. The Borrower acknowledges that in the event of an examination by the Internal Revenue Service of the exemption from federal income taxation for interest paid on the Series 2026A Bonds,the City is likely to be treated as a"taxpayer"in such examination,and the Borrower agrees that it will respond, and will direct the City to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The City -7-