such record date to the extent possible.
(g)
The Authority and the
Trustee hereby signify their approval of the DTC Blanket Letter of
Representation of the Authority. Any successor Trustee shall, in its written
acceptance of its duties under this Indenture, agree to take any actions
necessary from time to time to comply with the requirements of the DTC Blanket
Letter of Representation.
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Section 211. Restrictions on Transfer of Bonds; Bond Legend.
(a)
Notwithstanding any provision herein to the contrary, the Bonds may only
be resold in Authorized Denominations upon receipt by the Trustee of an Investor
Representation Letter from the proposed transferee or purchaser in the form
attached hereto as Exhibit C.
(b)
The following language shall be set
forth in bold as a legend on each Bond:
"THIS BOND IS NOT RATED AND NO
APPLICATION IS EXPECTED TO BE MADE TO OBTAIN A RATING THEREON. PURCHASE OF THIS
BOND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO (A) CAN BEAR THE ECONOMIC RISK
OF SUCH BOND; (B) HAVE KNOWLEDGE AND EXPERIENCE IN BUSINESS AND FINANCIAL
MATTERS AS TO BE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH BOND;
(C) ARE A NATIONAL BANK, COMMERCIAL BANK, REGISTERED INVESTMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"),
AN ACCREDITED INVESTOR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT OR A QUALIFIED PURCHASER AS SUCH TERM IS DEFINED UNDER
SECTION 2(A)(5)(A) OF THE INVESTMENT COMPANY ACT; (D) ACKNOWLEDGE THAT SUCH BOND
IS HIGH RISK AND SHOULD ONLY BE CONSIDERED FOR PURCHASE AS PART OF A DIVERSIFIED
PORTFOLIO OF HIGH YIELD, HIGH RISK SECURITIES; AND (E) HAVE UNDERTAKEN THE
RESPONSIBILITY FOR OBTAINING ALL INFORMATION THAT THEY DEEM NECESSARY AND
DESIRABLE TO FORM A DECISION TO PURCHASE SUCH BOND. BY PURCHASING SUCH BOND,
EACH PURCHASER OF SUCH BONDS AGREES THAT THE AUTHORITY IS NOT RESPONSIBLE FOR
ITS DECISION TO PURCHASE SUCH BOND AND ACKNOWLEDGES THAT IT HAS NO RIGHTS OR
RECOURSE AGAINST THE AUTHORITY WITH RESPECT TO THE DECISION TO PURCHASE SUCH
BOND."
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ARTICLE III
ISSUE OF BONDS
Section 301. Issue of Bonds. Upon the execution and delivery of this
Indenture, the Authority shall issue the Bonds, and the Trustee shall
authenticate and deliver such Bonds to the initial purchasers thereof and apply
the net proceeds of the Bonds ("Bond Proceeds"), together with $4,500,000
contributed by the Borrower ("Equity Contribution"), as follows:
(a)
$1,750,000 of Bond Proceeds shall be transferred to the Debt Service
Reserve Fund to satisfy the Reserve Fund Requirement;
(b)
$350,000 of Bond
Proceeds and $603,374.74 of Equity Contribution shall be transferred to the Cost
of the Issuance Account in the Project Fund to pay Costs of Issuance;
(c)
$1,634,411 of Bond Proceeds shall be transferred to the Capitalized Interest
Account in the Project Fund to pay interest on the Bonds;
(d)
(i)
$13,365,589 of Bond Proceeds and $846,625.26 of Equity Contribution shall be