06-08-2022 Council Packet - Laserfiche WebLink

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73515263v2 5 does hereby irrevocably constitute and appoint ___________________ attorney to transfer said Note on the books of said Governmental Lender with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 7(d) of the Resolution authorizing the issuance of the Note. Dated: ______________________________ _______________________________ Registered Owner Upon such transfer the City Administrator shall note the date of registration and the name and address of the new lender in the applicable Note Register and in the registration blank appearing on the Note. (b) In case a Note issued hereunder shall become mutilated or be destroyed or lost, the Governmental Lender shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Funding Lender paying the reasonable expenses and charges of the Governmental Lender in connection therewith, and in the case of a Note destroye d or lost, the filing with the Governmental Lender of evidence satisfactory to the Governmental Lender with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. (c) The Governmental Lender may deem and treat the person in whose name a Note is last registered in the Note Register and by notation on the Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption price or interest and for all other purposes whatsoever, and the Governmental Lender shall not be affected by any notice to the contrary. (d) The Note will be issued to an “Approved Transferee”, as defined in the Funding Loan Agreement to be: (i) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the date hereof, (ii) an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, (iii) any other transferee expressly permitted under the investor letter attached as an exhibit to the Funding Loan Agreement, (iv) an Affiliate (as defined in the Funding Loan Agreement) of the Funding Lender; or (v) a trust or custodial arrangement in which all of the beneficial ownership interests would be owned by one or more other Approved Transferees. (e) Subject to the provisions of Section 7(d), the Governmental Lender shall, at the request and expense of the Funding Lender, issue a new Note, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the periodic installments payable thereunder, and registered in the name of the Funding Lender or such transferee as may be designated by the Funding Lender.