Resolution 2219 - Laserfiche WebLink

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e e . 10. Transfer of Note; Person Treated as Holder. The Note shall be transferable by the Holder on the bond register of the City, upon presentation of the Note for notation of such transfer thereon at the office of the City Clerk, as bond regis- trar, accompanied by a written instrument of transfer in form satisfactory to the City Clerk and the City Attorney duly exe- cuted by the Holder or its attorney duly authorized in writing. The Holder seeking to transfer ownership of a Note shall also give written notice thereof to the Company. The Note shall continue to be subject to successive transfers at the option of the Holder of the Note. No service charge shall be made for any such transfer, but the City Clerk may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name the Note shall be issued or, if transferred, shall be registered from time to time shall be deemed and regarded as the absolute Holder thereof for all purposes, and payment of or on account of the principal of and interest on the Note shall be made only to or upon the order of the Holder thereof, or its attorney duly auth- orized in writing, and neither the City, the City Clerk, the Company, nor the Lender shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. The Note shall be registered ini- tially in the name of the Lender. 11. Amendments, Changes and Modifications to Loan Agreement, Escrow Agreement and Bond Resolution. Except pursuant to Section 9.09 of the Loan Agreement, the City shall not enter into or make any change, modification, alteration or termination of the Loan Agreement, Loan Agreement Assignment, Escrow Agree- ment or this Bond Resolution. 12. Pledge to Holders. Under the Loan Agreement Assignment the city pledges and assigns to the Lender and its successor Holder of the Note the interests of the City in the Note and Loan Agreement, including all Loan Repayments to be made by the Company under the Loan Agreement. All colle~tions of moneys by the City in any proceeding for enforcement of the obligations of the Company under the Loan Agreement shall be received, held and applied by the City for the benefit of the Holder of the Note. All interests of the City in the moneys and investments in the Project Fund created under the Escrow Agree- ment until disbursed in accordance with the provisions of the Loan Agreement and.Escrow Agreement are hereby pledged as addi- tional security for the payment of the Note. 13. Covenants with Holders; Enforceability. All pro- visions of the Note and of this Bond Resolution, and all repre- sentations and undertakings by the City in the Loan Agreement and Escrow Agreement are hereby declared to be covenants between the -6-