Agenda - Council - 07/12/2022 - Laserfiche WebLink

Home

the payment to any person, other than the Depository, of any amount with respect to the principal of, redemption premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Depository or its nominee, the Trustee may recognize demands, requests, directions, consents, objections, approvals, waivers, votes or other actions or instruments (collectively, "Bondholder Actions") by or on behalf of Beneficial Owners as if such Bondholder Actions were made by the Registered Owners of a related portion of the Bonds when such Bondholder Actions are received in compliance with an omnibus proxy of the Depository or otherwise pursuant to the rules of the Depository or when other proof of beneficial ownership and indemnification satisfactory to the Trustee is delivered to the Trustee by such Beneficial Owners. (b) Upon (i) a determination by the Company that the Depository is no longer able to carry out its functions or is otherwise determined unsatisfactory by the Company in its sole discretion, or (ii) a determination by the Depository that the Bonds are no longer eligible for its depository services, or (iii) a notification that the Depository has resigned or discontinued its services for the Bonds, the Issuer, at the direction of the Company, shall either (A) designate a substitute depository in accordance with this Section, or (B) provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 2.2(a)hereof. (c) If directed by the Company to do so, at the expense of the Company, the Issuer shall provide for the exchange of Depository Bonds for certificated Bonds in the denominations provided in Section 2.2(a) hereof, the Issuer shall so notify the Trustee and shall provide the Trustee with a supply of executed unauthenticated Bonds to be so exchanged. The Trustee shall thereupon notify the Owners of the Bonds and provide for such exchange. (d) Any substitute depository shall be a "clearing corporation" as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 3 3 6.8-102, and shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (1) immobilization of the Depository Bonds; (ii) registration and transfer of beneficial ownership of interests in the Depository Bonds by book entries made on records of the Depository and participating entities; and (iii) payment of principal of, premium, if any, and interest to the Depository participating entities. (e) So long as the Bonds are Depository Bonds, the following provisions shall apply, notwithstanding anything to the contrary in this Indenture. The principal or redemption price of the Bonds shall be payable by the Trustee when due by wire transfer in same day funds, and if the payment is of only part of the principal hereof,the Depository or its nominee,as Registered Owner, shall upon such payment make an appropriate notation on the Bond certificate as to the amount of such partial redemption, or the Depository or its nominee, as Registered Owner, may at its option surrender the Bond for exchange for a Bond registered with the new principal amount and provided that the Bonds shall be surrendered for payment upon redemption in full or at maturity. Interest is payable by wire transfer in same day funds from the Trustee to the Depository or its nominee, as Registered Owner. The transfer permitted pursuant to Section 2.8 hereof shall occur only with respect to Bonds of a minimum denomination of the remaining principal amount of an entire maturity thereof so long as the Bonds are Depository Bonds. Depository Bonds are not exchangeable for fully registered bonds of smaller denominations except to evidence a partial 28 735810810