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issuance of the Obligations for the financing of the Project and the related costs, the City's purpose is and
<br />the effect thereof will be to promote the public welfare of the City and its residents by providing or
<br />preserving affordable multifamily housing developments for low or moderate income residents of the City
<br />and otherwise furthering the purposes and policies of the Act.
<br />2. Series A Bonds Structure. Pursuant to the Series A Loan Agreement the City will loan the
<br />proceeds of the Series A Bonds to the Borrower to finance a portion of the Project. The payments to be
<br />made by the Borrower under the Series A Loan Agreement are fixed so as to produce revenue sufficient to
<br />pay the principal of, premium, if any, and interest on the Series A Bonds when due. When executed, the
<br />right, title and interest of the City in, to and under, among other things, the Series A Loan Agreement
<br />(except as therein provided) will be assigned to the Trustee pursuant to the Indenture. The Series A Bonds
<br />will be purchased by the Underwriter pursuant to the Bond Purchase Agreement, dated on or after the date
<br />this Resolution (the "Bond Purchase Agreement"), among the Underwriter, the City, and the Borrower.
<br />The Series A Bonds shall bear interest at the rates, shall be numbered, shall be dated, shall mature, shall be
<br />subject to redemption prior to maturity, and shall be in such form and have such other details and provisions
<br />as may be prescribed in the Indenture, as executed in accordance with Sections 8 and 16. The Trustee is
<br />hereby appointed as the Paying Agent and the Bond Registrar for the Series A Bonds.
<br />3. Series B Note Structure. Pursuant to the Series B Loan Agreement, the City will loan the
<br />proceeds of the Series B Note to the Borrower to finance a portion of the Project. The payments to be made
<br />by the Borrower under the Series B Loan Agreement are fixed so as to produce revenue sufficient to pay
<br />the principal of, premium, if any, and interest on the Series B Note when due. When executed, the right,
<br />title and interest of the City in, to and under, among other things, the Series B Loan Agreement (except as
<br />therein provided) will be assigned to the Lender pursuant to an Assignment of Loan Agreement, dated on
<br />or after June 1, 2026, between the City and the Lender (the "Loan Assignment Agreement"). The Series B
<br />Note will be further secured by certain security instruments required by the Lender and in forms authorized
<br />by the Borrower to be executed by or on behalf of the Borrower in favor of the Lender which may include:
<br />(i) a Subordinate Mortgage, Security Agreement, Fixture Financing Agreement and Assignment of Leases
<br />and Rents, dated on or after June 1, 2026 (the "Subordinate Mortgage"), from the Borrower in favor of the
<br />City, as assigned to the Lender by an Assignment of Mortgage, dated on or after June 1, 2026 (the
<br />"Mortgage Assignment"); (ii) one or more security agreements and indemnity agreements; and (iii) other
<br />security documents that are intended to ensure timely payment of the Series B Loan and the Series B Note
<br />(collectively, the "Series B Security Documents"). The Series B Note shall bear interest at a fixed rate.
<br />The Series B Note shall be in the principal amount, shall be numbered, shall be dated, shall mature, shall
<br />be subject to redemption prior to maturity, and shall be in such form and have such other details and
<br />provisions as may be set forth therein, as executed in accordance with Sections 8 and 16.
<br />4. Additional Provisions Relating to Series B Note.
<br />(a) Registration of Transfer. The City will cause to be kept at the office of the City
<br />Finance Director a Note Register in which, subject to such reasonable regulations as it may
<br />prescribe, the City shall provide for the registration of transfers of ownership of the Series B Note.
<br />The Series B Note shall be initially registered in the name of the Lender and shall be transferable,
<br />subject to the provisions herein and in the Series B Note, upon the Note Register by the Lender in
<br />person or by its agent duly authorized in writing, upon surrender of the Series B Note together with
<br />a written instrument of transfer satisfactory to the City Finance Director, duly executed by the
<br />Lender or its duly authorized agent. The City may require, as a precondition to any transfer, that
<br />the transferee provide to the City an investor letter or certification in a form satisfactory to the City
<br />and other evidence satisfactory to the City that the transferee is a financial institution or other
<br />accredited investor under the securities laws. The following form of assignment shall be sufficient
<br />for said purpose.
<br />3
<br />4933-6580-5482.2
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