04-14-2021 Council Packet - Laserfiche WebLink

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26 beneficial ownership and not record ownership so long as the Series 2021D Bonds are held in book-entry form. While in such form, the Series 2021D Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Corporation. See “Book-Entry System” below. The Series 2021D Bonds shall be issued in fully registered form in denominations of $25,000 or any greater integral multiple thereof each, or any integral multiple thereof not exceeding the principal amount maturing in any year. Relation to Senior Notes; Subordination All of the proceeds of the Series 2021D Bonds and all of Corporation equity funds required to be contributed to the Project must be spent before the Senior Lender will make advances (other than initial advances) under the Senior Notes. The Senior Notes are senior in payment to the Series 2021D Bonds, and are secured by senior mortgages on the Project. Under the Indenture, an Event of Default with respect to the Series 2021D Bonds is not an event of default with respect to the Senior Notes. As long as the Senior Notes are outstanding, the Series 2021D Bonds cannot be accelerated upon an Event of Default. [No payments can be made by the Corporation with respect to the Series 2021D Bonds unless it is current on its payments and is in compliance with its covenants relating to the Senior Notes.] The Trustee, the Corporation, the Guarantor and the Senior Lender will enter into a Subordination and Intercreditor Agreement (the “Subordination and Intecreditor Agreement”) dated as of May 1, 2021, relating to the rights and priority of security interests of the Senior Lender and the Trustee. See “SECURITY FOR THE SERIES 2021D BONDS” herein. Book-Entry System The Depository Trust Company (“DTC”), New York, New York, will act as the securities depository for the Series 2021D Bonds. The Series 2021D Bonds will be fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee), with one Series 2021 Bond certificate issued for all Series 2021D Bonds of each stated maturity. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants (“Participants”) deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Series 2021D Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2021D Bonds on DTC’s records. The ownership interest of each actual purchaser of each such Series 2021 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2021D Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Series 2021D Bonds, except in the event that use of the book-entry system for the Series 2021D Bonds is discontinued. To facilitate subsequent transfers, all Series 2021D Bonds deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of Series 2021D Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2021D Bonds on deposit; DTC’s records reflect only the identity of the Direct